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RNS Number : 3834C  VinaCapital Vietnam Opportunity Fd.  27 March 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 unaudited results for the six-month period from 1 July
2024 to 31 December 2024.

 

 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.

 

Interim Report and Condensed Interim Financial Statements

for the period 1 July 2024 to 31 December 2024

 

CHAIRMAN'S STATEMENT

Dear Shareholder,

Investment Performance

Over the six months to 31 December 2024, the Company's net asset value per
share increased by 2.7%, Taking account of the dividend paid in December, the
total return(1) was 3.6% in USD terms and 4.8% for sterling investors. Over
the same period the VN Index increased by 2.7%, again on a total return basis.

 

At each half year, the audit committee reviews the carrying values of the
Company's investments and, as at 31 December 2024, a number of small
adjustments were made to these valuations. In aggregate, these adjustments
resulted in a net reduction of USD4.1 million or 0.38% of NAV. Further details
of the adjustments are described in the Investment Manager's report.

 

Over the period, the Company's share price declined by 6.5% as the discount to
NAV widened, producing a return of -5.3% on a USD total return basis.

 

Dividend

 

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 October 2024 we
declared a dividend of 7.25 cents per share which was paid in December. In
respect of the first half of the financial year, the Board has declared a
maintained dividend of 7.25 cents per share which will be payable to
shareholders on 15 May 2025.

 

Gearing

 

In March 2024, the Company extended its USD40 million secured revolving credit
facility with Standard Chartered Bank for a third year. The facility has
provided a useful source of short-term liquidity for the Investment Manager as
it manages the Company's cash flows. The facility has been extended and will
expire on 30 April 2025. The Investment Manager is in the final stages of
agreeing the terms of a new facility.

 

Marketing and the Discount

 

As I set out in the annual report, we continue to promote the Company via a
number of channels, assisted by our joint brokers, Deutsche Numis and Barclays
Bank and our distribution partner, Cadarn Capital. A 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. I again encourage you to sign up to be notified of
new publications at https://vof.vinacapital.com (https://vof.vinacapital.com)
if you have not already done so. The Company now has its own page on LinkedIn
and shareholders who use this medium can follow the Company and receive
updates as they are published.

 

In common with much of the closed-end fund sector, the discount was under
significant pressure for the period under review. The Board uses share
buybacks as the principal tool for managing the discount and, as the discount
widened, the Board stepped up the buybacks to provide liquidity to selling
shareholders and to minimise the volatility. Over the six months to 31
December 2024, approximately 8.6 million shares were bought back, which was
5.7% of the shares in issue at the start of the period at a cost of USD50.9
million. The discounts at which shares were bought back resulted in an
increase in the NAV of some 10.6 cents per share to the benefit of continuing
shareholders. Since the period end, and up to 20 March 2025 the Company has
spent a further USD24.4 million buying back shares in the market. The buybacks
have not reduced the discount, but they have maintained liquidity in the
market. The Board aims to maintain a balanced approach. In an ideal world we
would be buying shares in Vietnam, not selling them to fund buybacks of our
own stock.

 

We continue to believe strongly in 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 shareholders.

 

(1) See Alternative Performance Measures.

 

The Board

 

The Board was very pleased to welcome Charlotta Ginman who was appointed a
Director on 2 January 2025. Charlotta is a Chartered Accountant and held
investment banking roles with UBS, Deutsche Bank and JP Morgan, moving onto
senior finance roles with Nokia and Vertu. After a successful executive
career, she made a transition to Non-Executive Director roles with a broad
range of international companies from technology and telecoms to healthcare
and financial services. Charlotta has already made a contribution to the
Board, visiting Vietnam in February, and my colleagues and I are looking
forward to working with her in the future.

 

Investment Manager

 

Following the untimely passing of Andy Ho in June 2024, VinaCapital has spent
time carefully reconfiguring its investment team and has now confirmed Khanh
Vu as the Lead Portfolio Manager for the Company. Khanh had been a very able
lieutenant to Andy for many years and the Board welcomes his promotion.

 

Annual General Meeting

 

All of the Resolutions proposed at the AGM held on 4 December 2024 were passed
in line with the Board's recommendations and I would like to record my thanks
to shareholders for their support.

 

Outlook

 

Vietnam remains a vibrant economy in which to invest. The Government has
recently increased its GDP growth target for 2025 to 8%, supported by an
increase in spending on infrastructure. However, this move is balanced by a
likely decline in exports to the US following a bumper year in 2024. This
might be exacerbated if additional tariffs were to be imposed on Vietnam by
the new US administration. The key to the performance of the stock market and
to the Company, however, will be the confidence of the domestic consumer. Our
Investment Manager expects consumer confidence to recover in 2025 which we
hope will support performance in the coming year.

 

 

Huw Evans

Chairman

VinaCapital Vietnam Opportunity Fund Limited

26 March 2025

 

INVESTMENT MANAGER'S INTERIM REPORT

 

Investment performance

 

Over the six months to 31 December 2024, VOF's net asset value per share
increased by 3.6% and the share price fell by 5.3%, both on a USD total return
basis(1).

 

 Total Return in USD  6 months to        3 Years  5 Years

                      31 December 2024
 VOF NAV              +3.6%              -5.0%    +67.3%
 VOF Share Price      -5.3%              -9.5%    +49.2%

Source: Bloomberg / VinaCapital

 

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

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

 

Relative Performance

 

Whilst the fund is benchmark agnostic, the VN-Index references serve as a
useful comparison for some investors, which we show below along with other
indices for reference.

 

 Total Return in USD(1)  6 months  3 Years  5 Years

 VOF NAV                 +3.6%     -5.0%    +67.3%
 VOF Share Price         -5.3%     -9.5%    +49.2%
 VN Index                +2.7%     -20.3%   +30.1%
 MSCI EM Index           +0.3%     -4.6%    +10.7%
 MSCI Frontier Index     +3.4%     -9.4%    +10.4%
 MSCI VN Index           -3.3%     -44.1%   -19.8%

Source: Bloomberg / VinaCapital Data to 31 December 2024

 

The strategy of VOF allows the team to deliver risk-adjusted returns through a
lower level of volatility as compared with the VN Index. As of 31 December
2024, the fund's standard deviation (as measured by the volatility of the
month-end NAV over a 5-year period) is 18% whereas the VN Index volatility is
higher, at 25%. VOF's Sharpe Ratio (another measure of risk-adjusted returns)
is, as of 31 December 2024, 0.47x, as compared to the VN Index of 0.13x.

 

Listed share prices as measured by the VN index produced a total return in USD
terms of 2.7% over the six months under review. During the six-month period,
the VND denominated index traded in a relatively narrow range of approximately
1,200 to 1,300. Notably, the index's last low point during the period occurred
on 19 November, some two weeks after the US election, before recovering to
1,267 by the end of the year. The market was quite resilient despite continued
selling by foreign investors, amounting to an estimated USD4 billion over the
whole of 2024. Domestic investors stepped in attracted, we believe, by a
relatively low valuation and projections of higher earnings growth.

( )

(1) See Alternative Performance Measures

 

Portfolio activity

 

During the six months under review, we sold some shares in each of our five
largest holdings (ACB, FPT, KDH, ACV and HPG which are discussed further
below), continuing selectively to take profits after a period of strong
performance in order to reinvest in other attractive opportunities and with
the aim of improving portfolio diversification.

 

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.

 

In October we completed the sale of our long-held position in Quang Ngai Sugar
(QNS), the UpCom(3) listed consumer staples company, to a regional strategic
investor. The investment in QNS was initially made in 2015 and delivered an
IRR of 8.1% (in USD terms) and a multiple on invested capital of 1.7x.

 

In our listed portfolio, we made new investments in:

 

·     Mobile World Group (MWG), a retailer historically focusing on mobile
phone and electronics retailing, have a rapidly growing groceries business,
under the name Bach Hoa Xanh (BHX). MWG operates more than 1,900 BHX groceries
stores across Vietnam's central and southern provinces and will embark 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 where
we expect this to be one of the key drivers of economic growth in the near
future.

·     MB Bank (MBB), a leading Vietnam-based financial institution has one
of the most attractive cost of funding and highest CASA ratios amongst
commercial banks. MBB 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 they are leveraging their rapid
digitisation and mobile applications to accelerate growth across these
services.

·    Kido Group (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.

 

These investments exemplify our strategy of acquiring market-leading companies
with strong growth potential that benefit from Vietnam's robust domestic
consumption story.

 

(2) See Glossary

(3) See Glossary

 

Sector allocation

 

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 adopt a top-down sector approach,
directing the VinaCapital fund management team to seek opportunities in the
sectors that will benefit from Vietnam's long-term economic growth. We use the
liquidity in the fund to adjust the exposures, while remaining diligent 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 above.

 

Portfolio Top 10 Holdings and Weighted Contribution to Returns for FY2024

 

     Company  Sector                  % of NAV            6 month        Weighted

                                      as at 31 Dec 2024   total return   contribution
 1   ACB      Financials              13.8%               8.8%           1.2%
 2   FPT      Information Technology  12.7%               17.5%          2.0%
 3   KDH      Real Estate             11.7%               10.5%          1.3%
 4   ACV      Industrials             7.4%                2.9%           0.2%
 5   HPG      Materials               7.2%                -6.0%          -0.6%
 6   Tam Tri  Healthcare              4.7%                4.6%           0.2%
 7   PNJ      Consumer Discretionary  4.3%                4.0%           0.2%
 8   VPB      Financials              3.5%                5.6%           0.2%
 9   Thu Cuc  Healthcare              3.5%                3.6%           0.1%
 10  KDC      Consumer Staples        3.3%                4.1%           0.1%

 

Asia Commercial Bank (Quoted: HOSE(4): ACB, Market Cap: USD4.6 billion, NAV:
13.8%, return +8.8%):

 

Despite intense competition, the bank reported positive results, achieving
annual credit growth of 18.4% over calendar year 2024, surpassing the
system-wide average of 15.1% while maintaining strong asset quality.

 

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.

 

(4) See Glossary

(5) See Glossary

( )

FPT Corporation (Quoted: HOSE: FPT, Market Cap: USD8.9 billion, NAV: 12.7%,
return +17.5%):

 

A key recent strategic development for FPT is that it has started construction
of its Artificial Intelligence (AI) Centre in Binh Dinh province in Vietnam's
central region. 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.

 

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 a further 10% to the holding in 2023/24.

 

Khang Dien Homes (Quoted: HOSE: KDH, Market Cap: USD1.4 billion, NAV: 11.7%,
return +10.5%):

 

We anticipate a recovery in the real estate sector which is expected to boost
KDH's approvals and sales of new projects and result in high take-up rates on
those projects.

 

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

 

Airports Corporation of Vietnam (Quoted: UPCoM: ACV, Market Cap: USD10.9
billion, NAV: 7.4%, return +2.9%):

 

ACV's new investments, such as the development of Tan Son Nhat Terminal 3 in
Ho Chi Minh City, are set to add 20 million passengers per year upon its
expected completion in May 2025. ACV is also expanding its capacity with the
construction of Cargo Terminal 1 in Phase 1 of Long Thanh International
Airport, which is projected to be operational by 2027, accommodating an
additional 25 million passengers and 1.2 million tons of cargo annually.

 

Established in 2012 when the Ministry of Transport merged three corporations
namely Northern, Middle and Southern Airports Corporations, today ACV is the
largest airport operator and aviation infrastructure developer in Vietnam. It
manages 21 of the 22 airports nationwide and has been a key beneficiary of the
ongoing recovery in domestic and international passenger travel. In 2015, VOF
invested in ACV via a little-publicised state-run privatisation process (known
as an equitisation auction process in Vietnam), being one of a small handful
of international investors who participated in the transaction.

 

Hoa Phat Group (Quoted: HOSE: HPG, Market Cap: USD6.8 billion, NAV: 7.2%,
return -6.0%):

 

During the six months under review, HPG's share price 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 next
two years.

 

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 still outside of the top ten steel
producers in the country, in what was then a highly fragmented market.
VinaCapital previously served on the board and supervisory committee.

 

Tam Tri Hospital Group (Unquoted, NAV: 4.7%, return +4.6%):

 

During the six months under review, Tam Tri Hospital Group continued to
perform in line with expectations, resulting in an increase of USD2.2 million
in the valuation.

 

Established in 2013, Tam Tri is Vietnam's largest hospital chain by asset
network. The Tam Tri platform has seven operating hospitals in key locations
across the country and one more under construction. VOF first invested in Tam
Tri in 2018 by way of a privately negotiated transaction, since when a
representative of VinaCapital has served on the Board.

 

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

 

Phu Nhuan Jewelry (HOSE: PNJ, Market Cap: USD1.3bn, NAV: 4.3 %, return +4.0%):

 

We remain positive on PNJ's long-term outlook, supported by continued market
share gains and recovering consumer spending.

 

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, and one of VinaCapital's team for several years
sat on the board.

 

Vietnam Prosperity Bank (HOSE: VPB, Market Cap: USD6.0 billion, NAV: 3.5 %,
return +5.6%):

 

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
NPLs and a substantial increase in net profit for the year.

 

Established in 1993, VPB owns a comprehensive ecosystem of financial services
to serve the fast-growing retail segments (banks, brokerages, insurance,
consumer finance). It is also one of the four banks to receive a substantial
credit growth quota for the next five years from the State Bank of Vietnam (we
expect growth of more than 20% per annum vs. the sector's expected 14% growth)
owing to its role in the restructuring of a weaker bank, GP Bank. Currently,
VPB is focused on addressing its high NPLs, particularly those related to the
real estate sector (developers and retail mortgages) and
manufacturing/SMEs(6). 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.

 

(6) See Glossary

 

Thu Cuc Hospital Group (Unquoted, NAV: 3.5%, return +3.6%):

 

During the six months under review, revenues and other key metrics performance
of Thu Cuc Hospital Group met forecasts. There was a reduction in the
valuation of our investment at 30 June 2024, but improved operating
performance has resulted in an increase of USD1.3 million in the valuation as
at the end of December 2024.

 

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

 

KIDO Group (HOSE: KDC, Market Cap: USD670 million, NAV: 3.3 %, return +4.1%):

 

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. Since making this investment, KDC has delivered a return of 4.1% as of
December 31, 2024.

 

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. Our confidence in
KDC is reinforced by our track record of successful past investments in the
company, all of which have generated positive returns.

 

Valuations of the privately negotiated investments, NAV 18.4%.

 

Overall, the values of our privately negotiated investments were reduced by
USD4.1 million compared with their aggregate carrying value, or 0.38% of VOF's
total net asset value.

 

We have noted above adjustments to valuations of individual investments which
are in our top ten holdings. In addition:

 

The values of our investments in two real estate companies, Dat Xanh Services
(DXS) and Hung Tinh Land (HTL), were reduced as at 31 December 2024 by USD5.2
million and USD2.2 million, respectively; this reflects our expectations of
the recoverability of future payments. Following the reduction in the value of
our investments with the real estate developer NovaGroup as at 30 June 2024,
there was an increase of USD1.4 million in the value of these investments to
reflect an improvement in the security and the expected timing of returns.

 

There was a reduction of USD2 million in the carrying value of loans to IN
Holdings, reflecting the timing of expected cash flows.

 

Outlook

 

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. As discussed
further below, we expect this to moderate in 2025. A second factor driving
growth was a noticeable increase in foreign tourist arrivals which are now
believed finally to have returned to the level experienced before the impact
of COVID-19. In contrast, relatively weak sentiment among Vietnamese consumers
weighed on the country's economic growth in 2023 and 2024, although it
improved somewhat as 2024 progressed.

 

World news was dominated by the election in early November 2024 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 in
his second administration attention will turn to reducing imports from all
routes, and not only from China direct.

 

Looking ahead, we do not expect Vietnam's manufacturing output and exports
actually to shrink in 2025 because a steady inflow of FDI(7) continues to
ensure that more factories begin producing (and exporting) products in Vietnam
every year. We do, however, expect a slowdown in the rate of growth of
manufacturing output. Nevertheless, we expect Vietnam's Government to report
GDP growth of above 7% for the second year in a row in 2025 because we expect
the composition of the growth to change. Consumption accounts for over 60% of
Vietnam's economy (vs approximately 25% for manufacturing) and so healthier
consumption growth should, we believe, compensate for slower growth in
exports/manufacturing/tourist arrivals.

 

(7) See Glossary

 

Vietnam's government has indicated that it will increase infrastructure
spending in 2025 by nearly 40%, which would provide a direct boost to the
economy. Hopes are high that this and other measures will also make consumers
more confident to increase their spending. We anticipate a pickup in consumer
spending over the year because we expect the government 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.

 

Concerns related to President Trump's plans to impose import tariffs on a
number of countries, combined with slower export growth, could weigh on
Vietnamese share prices and on the value of the VND in the first half of 2025.
In the second half of the year, Vietnam's GDP growth should accelerate if and
when the Government takes aggressive actions to support the economy. USD-VND
depreciation pressures could, we believe, ease if concerns about the impact on
Vietnam of President Trump's policies are allayed.

 

It is possible that 2025 will be volatile for Vietnam's economy and stock
market. In the first half of 2025, falling export growth will likely deal a
bigger blow to Vietnam's GDP growth than many economists expect. Any dip would
probably prompt aggressive Government actions to support the economy,
especially in light of the very ambitious GDP growth targets. The net result
could be subdued growth at the beginning of 2025, followed by a strong
acceleration towards the end of 2025, which are both likely to affect stock
market sentiment. We invest for the long term and believe that our portfolio
of investments is well positioned to take advantage of long-term growth
opportunities in Vietnam.

 

INTERIM REPORT OF THE BOARD OF DIRECTORS

 

The Board of Directors (the "Board") submits its report, together with the
Condensed Interim Financial Statements, of VinaCapital Vietnam Opportunity
Fund Limited (the "Company") for the six-month period from 1 July 2024 to 31
December 2024 (the "six-month period").

 

The Company is a Guernsey domiciled closed ended investment company. It is
classified as a registered closed-ended Collective Investment Scheme under The
POI Law, 2020 and is subject to the Companies (Guernsey) Law, 2008 as amended.

 

The Company's shares are quoted on the Main Market of the London Stock
Exchange ("LSE") (ticker: VOF).

 

Investing Policy

 

Investment Objective

 

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

 

Investment Policy

 

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

 

 ·         No single investment may exceed 20% of the NAV of the Company at the time of
           investment.
 ·         The Company may from time to time invest in other funds focused on Vietnam.
           This includes investments in other funds managed by VinaCapital. Any
           investment or divestment into or out of funds managed by VinaCapital 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 Vietnamese Dong ("VND")
or US Dollars ("USD"), either in Vietnam or outside Vietnam.

 

Principal Risks

 

The process which the Company follows in order to identify and mitigate its
key risks is set out on pages 33 to 37 of the Annual Report and Financial
Statements for the year ended 30 June 2024 (the "2024 Annual Report"), a copy
of which is available on the Company's website
https://vinacapital.com/investment-solutions/offshore-funds/vof/corporate-literature/
(https://vinacapital.com/investment-solutions/offshore-funds/vof/corporate-literature/)
. The Directors have reviewed the key risks for the remaining six months of
the Company's financial year. The risks and mitigants identified are
substantially the same as those set out in the 2024 Annual Report. The key
risks are summarised below.

 

Geopolitical

Risks to global growth continue as a result of conflict in Ukraine and the
Middle East. There is also a risk of an increase in geopolitical tensions in
the Asia region.

 

Macroeconomic and Market

Opportunities for the Company to invest in Vietnam have come about through the
liberalisation of the Vietnamese economy. Were the pace or direction of change
to the economy to alter in the future, the interests of the Company could be
damaged.

 

Changes in the equilibrium of international trade caused, for example, by the
imposition of tariffs could affect the Vietnamese economy and the companies in
which the Company is invested.

 

As Vietnam becomes increasingly connected with the rest of the world,
significant world events will have a greater impact on the country. The
consequences of these events are not always known and, in the past, have led
to increased uncertainty and volatility in the pricing of investments. The
continuing effects of the Russian invasion of Ukraine, in particular on global
commodity prices, remain a cause for concern. The effects continue to be felt
in heightened inflation and higher interest rates intended to combat this.

 

Investment Performance

The Investment Management Agreement requires the Investment Manager to provide
competent, attentive, and efficient services to the Company. If the Investment
Manager was not able to do this or if the Investment Management Agreement were
terminated, there could be no assurance that a suitable replacement could be
found and, under those circumstances, the Company could suffer a loss of
value.

 

The performance of the Company's investment portfolio could be poor, either
absolutely or in relation to the Company's peers. Within the portfolio,
individual investments could suffer a partial or total loss of value. For some
structured investments, downside protections are subject to risk that the
counterparty is unable to meet their obligations.

 

There is a risk that privately negotiated deals are not executed at the best
possible price or that the timing of deals is not optimal due to the presence
of co-investors who may have different liquidity or timing requirements.

 

There is also a risk that the Investment Manager is not able to access
suitable private equity investments. Private equity investments are subject to
higher execution risk than the risks associated with trading in public
markets. Satisfactory performance of private equity investments relies on
detailed and continuing management oversight.

 

Operational

The Company is dependent on third parties for the provision of all systems and
services (in particular, those of the Investment Manager and the
Administrator) and any control failures or gaps in these systems and services
could result in a loss or damage to the Company.

 

Fair Valuation

The risks associated with the fair valuation of the portfolio could result in
the NAV of the Company being misstated.

 

The quoted companies in the portfolio are valued at market price but many of
the holdings are of a size which would make them difficult to liquidate at
these prices in the ordinary course of market activity. The UPCoM securities
are valued at their quoted prices on UPCoM or using quotations from brokers,
but many of the holdings are of a size which may make them difficult to
liquidate at these prices in the ordinary course of market activity. The fair
valuation of operating assets and private equity investments is derived using
valuation techniques set out by IFRS 13. In many cases, these valuations are
derived using estimates and probabilities of possible outcomes, any of which
might prove to be wrong. In addition, the investments are not liquid and are
not immediately realisable.

 

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 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 2024 Annual Report.

 

Legal and Regulatory

Failure to comply with relevant regulation and legislation in Vietnam,
Guernsey, Singapore, the British Virgin Islands or the UK may have an impact
on the Company. Although there are anti-bribery and corruption policies in
place at the Company, the Investment Manager and all other service providers,
the Company could be damaged and suffer losses if any of these policies were
breached.

 

Changing Investor Sentiment

As a Company investing mainly in Vietnam, changes in investor sentiment
towards Vietnam and/or emerging and frontier markets in general may lead to
the Company becoming unattractive to investors. The clamp down in recent years
by the Vietnamese government highlights the risks associated with corruption
in Vietnam and may lead to international investors adopting a more cautious
approach to investment in the country. Changes in international investor
sentiment could lead to reduced demand for its shares and a widening discount.

 

ESG

As responsible investors, the Board and Investment Manager are aware of the
growing focus on ESG matters. There is a risk that the value of an investment
could be damaged for example by a failure of governance and/or a failure to
protect the environment, employees or the wider community in which a company
operates. As evidence of the effects of climate change grows, there is
increasing focus by shareholders on investment companies' role in influencing
investee companies' approach to environmental risks.

 

Section 172 Statement

 

Section 172 of the Companies Act 2006 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 following six items:

 

 (a)      the likely consequences of any decision in the long term;
 (b)      the interests of the company's employees;
 (c)      the need to foster the company's business relationships with suppliers,
          customers and others;
 (d)      the impact of the company's operations on the community and the environment;
 (e)      the desirability of the company maintaining a reputation for high standards of
          business conduct; and
 (f)      the need to act fairly as between members of the company.

 

The process which the Company follows in order to consider and adhere to the
matters above is set out on pages 22 and 23 of the 2024 Annual Report.

 

Life of the Company

 

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

 

Results and Dividend

 

The results of the Company for the six-month period and the state of its
financial affairs as at the reporting date are set out in the Condensed
Interim Financial Statements.

 

When the Board first declared a dividend in 2017, it was the intention that
the Company would pay a dividend representing approximately 1% of NAV twice
each year and the Company paid a half yearly dividend of 7.25 cents per share
in December 2024. The Board has declared a further half yearly dividend of
7.25 cents per share which will be payable on 13 May 2025.

 

Performance

 

The Chairman's Statement and the Investment Manager's Report provide details
of the Company's activities and performance during the six-month period.

 

The KPIs used to measure the progress of the Company during the six-month
period were:

• the movement in the Company's NAV total return;

• the movement in the Company's share price; and

• the discount of the share price in relation to the NAV.

 

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

 

Related Parties

 

Details of related party transactions that have taken place during the period
and any material changes, if any, are set out in note 17 of the Condensed
Interim Financial Statements.

 

Share repurchase programme

 

Details of the Company's share repurchase programme are set out in note 10 of
the Condensed Interim Financial Statements.

 

Board of Directors

 

The members of the Board during the six-month period and up to the date of
this report were:

 

 Name              Position  Date of appointment
 Huw Evans         Chairman  27 May 2016
 Julian Healy      Director  23 July 2018
 Kathryn Matthews  Director  10 May 2019
 Peter Hames       Director  24 June 2021
 Hai Thanh Trinh   Director  30 June 2022
 Charlotta Ginman  Director  2 January 2025

 

Directors' interests in the Company

 

As at 31 December 2024 and 30 June 2024, the interests of the Directors in
shares of the Company were as follows:

                    Shares held             Shares held
                    as at 31 December 2024  as at 30 June 2024
 Huw Evans          55,000                  55,000
 Peter Hames        8,000                   8,000
 Julian Healy       20,000                  20,000
 Kathryn Matthews   9,464                   9,464
 Hai Thanh Trinh    -                       -
 Charlotta Ginman*  N/A                     N/A

 

*Charlotta Ginman was appointed to the Board on 02 January 2025.

 

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 undertaken a rigorous review of the Company's
ability to continue as a going concern over the period to 31 March 2026
including reviewing the on-going cash flows and level of cash balances as at
the reporting date as well as taking forecasts of future cash flows into
consideration. After making enquiries of the Investment Manager and having
reassessed the principal risks, the Directors consider it appropriate to adopt
the going concern basis of accounting in preparing the Interim Report and
Condensed Interim Financial Statements.

 

Signed on behalf of the Board by:

 

 

Huw Evans

Chairman

VinaCapital Vietnam Opportunity Fund Limited

26 March 2025

 

STATEMENT OF DIRECTORS' RESPONSIBILITY IN RESPECT OF THE CONDENSED INTERIM
FINANCIAL STATEMENTS

 

To the best of their knowledge, the Directors confirm that:

 

- the Condensed Interim Financial Statements have been prepared in accordance
with IAS 34, "Interim Financial Reporting"; and

 

- the Interim Report, comprising the Chairman's Statement, the Investment
Manager's Interim Report and the Interim Report of the Board of Directors,
meets the requirements of an interim management report and includes a fair
review of information required by:

 

(i)       DTR 4.2.7R of the UK Disclosure Guidance and Transparency Rules,
being an indication of important events which have occurred during the first
six months and their impact on the Condensed Interim Financial Statements, and
a description of the principal risks and uncertainties for the remaining six
months of the year; and

 

(ii)       DTR 4.2.8R of the UK Disclosure Guidance and Transparency Rules,
being related party transactions which have taken place in the first six
months and which have materially affected the financial position or
performance of the Company during that period, and any material changes in the
related party transactions disclosed in the 2024 Annual Report.

 

Signed on behalf of the Board by:

 

 

 

Julian Healy

Director

VinaCapital Vietnam Opportunity Fund Limited

26 March 2025

 

INDEPENDENT REVIEW REPORT TO VINACAPITAL VIETNAM OPPORTUNITY FUND LIMITED

 

Introduction

 

We have reviewed the accompanying unaudited interim condensed financial
statements of VinaCapital Vietnam Opportunity Fund Limited as at 31 December
2024 which comprise the condensed statement of financial position as at 31
December 2024 and the related condensed statement of comprehensive income,
condensed changes in equity and condensed statement of cash flows for the
six-month period then ended, and a summary of material accounting policy
information and other explanatory notes. Management is responsible for the
preparation and fair presentation of this interim financial information in
accordance with International Accounting Standard ('IAS') 34 as issued by the
International Accounting Standards Board ('IASB') and the Disclosure Guidance
and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on this interim financial
information based on our review.

 

Scope of review

 

We conducted our review in accordance with International Standard on Review
Engagements 2410, "Review of Interim Financial Information Performed by the
Independent Auditor of the Entity". A review of interim financial information
consists of making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing and consequently does not enable us
to obtain assurance that we would become aware of all significant matters that
might be identified in an audit. Accordingly, we do not express an audit
opinion.

 

Conclusion

 

Based on our review, nothing has come to our attention that causes us to
believe that the accompanying unaudited interim condensed financial statements
do not present fairly, in all material respects, the financial position of the
entity as at 31 December 2024, and of its financial performance and its cash
flows for the six-month period then ended in accordance with IAS 34 as issued
by the IASB and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.

 

Use of our report

 

This report is made solely to the company in accordance with guidance
contained in International Standard on Review Engagements 2410 "Review of
Interim Financial Information Performed by the Independent Auditor of the
Entity" issued by the International Auditing and Assurance Standards Board. To
the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the company, for our work, for this report, or for the
conclusions we have formed.

 

 

Ernst & Young LLP

Guernsey

26 March 2025

 

CONDENSED STATEMENT OF FINANCIAL POSITION

 

                                                        31 December 2024      30 June 2024
                                                  Note  USD'000               USD'000
                                                        (Unaudited)           (Audited)
 TOTAL ASSETS
 Financial assets at FVTPL                        8     1,105,843             1,108,320
 Prepayments and other assets                           185                   638
 Cash and cash equivalents                        6     9,435                 36,769
 Total assets                                           1,115,463             1,145,727

 TOTAL LIABILITIES
 Accrued expenses and other payables              11    6,988                 16,489
 Loans and other borrowings                       12    15,000                -
 Total liabilities                                      21,988                16,489

 SHAREHOLDERS' EQUITY
 Share capital                                    10    170,354               221,284
 Retained earnings                                      923,121               907,954
 Total shareholders' equity                             1,093,475             1,129,238

 Total liabilities and shareholders' equity             1,115,463             1,145,727

 Net asset value, USD per share                   16    7.63                  7.43
 Net asset value, expressed in GBP per share      16    6.10                  5.90

 

The Condensed Interim Financial Statements were approved and signed by the
Board of Directors on 26 March 2025.

 

 

Huw Evans                            Julian Healy

Chairman                                Director

 

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

 

CONDENSED STATEMENT OF CHANGES IN EQUITY

                                                                          Share capital  Retained earnings  Total

                                                                                                            equity

 For the six months ended 31 December 2023 (Unaudited)  Note              USD'000        USD'000            USD'000
 Balance at 1 July 2023                                                   267,087        856,780            1,123,867
 Profit for the period                                                    -               14,762            14,762
 Total comprehensive income                                               -              14,762             14,762

 Transactions with shareholders
 Shares repurchased                                                       (20,863)       -                  (20,863)
 Dividends paid                                                           -              (11,029)           (11,029)
 Balance at 31 December 2023                                              246,224        860,513            1,106,737

 For the six months ended 31 December 2024 (Unaudited)
 Balance at 1 July 2024                                                   221,284        907,954            1,129,238
 Profit for the period                                                    -              25,824             25,824
 Total comprehensive income                                               -              25,824             25,824

 Transactions with shareholders
 Shares repurchased                                     10                (50,930)       -                  (50,930)
 Dividends paid                                         9                 -              (10,657)           (10,657)
 Balance at 31 December 2024                                              170,354        923,121            1,093,475

 

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

 

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

 

                                                                                  Six months ended      Six months ended
                                                                                  31 December 2024      31 December 2023
                                                                       Note(s)    USD'000               USD'000
                                                                                  (Unaudited)           (Unaudited)
 Dividend income                                                       13         60,334                36,089
 Finance income                                                                   153                                           457
 Net losses on financial assets at FVTPL                                          (19,894)              (10,371)
 General and administration expenses                                   14(a)      (9,455)               (8,959)
 Interest expense                                                                 (265)                 (603)
 Facility set-up costs                                                            (445)                 (170)
 Incentive fee charge                                                  14(b), 18  (4,604)               (1,681)
 Operating profit                                                                 25,824                14,762

 Profit before tax                                                                25,824                14,762
 Corporate income tax                                                  15         -                     -
 Profit for the period                                                            25,824                14,762

 Total comprehensive income for the period                                        25,824                14,762

 Earnings per share
   - basic and diluted (USD per share)                                 16         0.17                  0.09
   - basic and diluted expressed in GBP per share                      16         0.14                  0.07

All items were derived from continuing activities.

 

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

 

CONDENSED STATEMENT OF CASH FLOWS

 

                                                                    Six months ended      Six months ended
                                                                    31 December 2024      31 December 2023
                                                           Note(s)  USD'000               USD'000
                                                                    (Unaudited)           (Unaudited)
 Operating activities
 Profit before tax                                                  25,824                14,762
 Adjustments for:
 Net losses on financial assets at        FVTPL            8        19,894                10,371

 Dividend income                                           13       (60,334)              (36,089)
 Facility set-up costs                                              445                   170
 Finance income                                                     (153)                 (457)
 Interest expense                                                   265                   603

                                                                    (14,059)              (10,640)

 Finance income received                                            153                   356
 Increase in prepayments and other assets                           8                     145
 Decrease in liabilities                                   11       (10,036)              (14,657)
                                                                    (23,934)              (24,796)

 Purchases of financial assets at                          8        (47,130)              (61,110)

 FVTPL
 Return of capital from financial assets at FVTPL          8        29,713                99,309
 Dividend income                                           13       60,334                36,089
 Net cash generated from operating activities                       18,983                49,492

 Financing activities
 Purchase of shares into treasury                          10,11    (50,493)              (20,937)
 Loan principal drawdown                                   12       25,000                -
 Loan principal repayments                                 12       (10,000)              (10,000)
 Loan interest paid                                                 (167)                 -
 Dividends paid                                            9        (10,657)              (11,029)
 Net cash used in financing activities                              (46,317)              (41,966)

 Net change in cash and cash equivalents for the period             (27,334)              7,526
 Cash and cash equivalents at the beginning of the period  6        36,769                19,133
 Cash and cash equivalents at the end of the period        6        9,435                 26,659

 

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

 

NOTES TO THE CONDENSED INTERIM 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 tabled such resolutions in 2008, 2013, 2018 and most recently in
December 2023. On each occasion the resolution was not passed, allowing the
Company to continue as currently constituted. The next such resolution will be
put to shareholders at the annual general meeting which is expected to be held
in December 2028.

 

The Condensed Interim Financial Statements for the six-month period ended 31
December 2024 were approved for issue by the Board on 26 March 2025.

 

2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION

 

2.1        Basis of preparation

 

The Company has prepared these Condensed Interim Financial Statements on a
going concern basis in accordance with the Disclosure Guidance and
Transparency Rules of the United Kingdom Financial Conduct Authority and IAS
34 "Interim Financial Reporting". These Condensed Interim Financial Statements
do not comprise statutory Financial Statements within the meaning of the
Companies (Guernsey) Law, 2008 and should be read in conjunction with the
Financial Statements of the Company as at and for the year ended 30 June 2024,
which were prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standard Board. The
statutory Financial Statements for the year ended 30 June 2024 were approved
by the Board of Directors on 23 October 2024. The opinion of the auditors on
those Financial Statements was unqualified. The accounting policies adopted in
these Condensed Interim Financial Statements are consistent with those of the
previous financial year and the corresponding interim reporting period. New
and amended standards have been considered in note 2.3. These Condensed
Interim Financial Statements for the period ended 31 December 2024 have been
reviewed by the Company's Auditors, Ernst & Young LLP, but not audited and
their review report appears earlier in this document. The financial
information for the year ended 30 June 2024 has been derived from the Audited
Annual Financial Statements of the Company for that year, which were reported
on by Ernst & Young LLP in the Company's Annual Report and Financial

 

During the period ending 31 December 2024, certain prior period comparatives
have been updated to reflect current period presentation.

 

2.2 Going concern

 

Under the AIC Code and applicable regulations, the Directors are required to
satisfy themselves that it is reasonable to assume that the Company is a going
concern. The Directors have undertaken a rigorous review of the Company's
ability to continue as a going concern over the period to 31 March 2026
including reviewing the on-going cash flows and level of cash balances as at
the reporting date as well as taking forecasts of future cash flows into
consideration. After making enquiries of the Investment Manager and having
reassessed the principal risks, the Directors consider it appropriate to adopt
the going concern basis of accounting in preparing the Interim Report and
Condensed Interim Financial Statements.

 

2.3 Changes in accounting policy and disclosures

 

The Board has considered the new standards and amendments that are mandatorily
effective from 1 January 2024 and standards that are issued but not yet
effective from 1 January 2024 and has determined that these do not have a
material impact on the Company and are not expected significantly to affect
the current or future periods.

 

2.4 Subsidiaries and associates

 

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

 

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

 

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

 

2.5 Segmental 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
(which is not a segment in itself and has been included to reconcile to the
Statement of Comprehensive Income and the Statement of Financial Position).

 

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 Financial Instruments

 

(a) Recognition and derecognition

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

 

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

 

(b) Classification of financial assets

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

 

The Company has classified all investments in equity securities as financial
assets at FVTPL as they are managed, and performance is evaluated on a fair
value basis.

 

The Company is primarily focused on fair value information and uses that
information to assess the assets' performance and to make decisions. The
Company has not taken the option to designate irrevocably any investment in
equity as fair value through other comprehensive income.

 

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

 

(c) Initial and subsequent measurement of financial assets

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

 

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

 

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

 

(d) Impairment of financial assets

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

 

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

 

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

 

(e) Classification and measurement of financial liabilities

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

 

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

 

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

 

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

When preparing the Condensed Interim 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.

 

Information about significant judgements, estimates and assumptions which have
the greatest effect on the recognition and measurement of assets, liabilities,
income and expenses were the same as those that applied to the Annual Report
and Financial Statements for the year ended 30 June 2024.

 

3.1 Critical accounting estimates

 

(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 31 December 2024, 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 UPCoM securities, 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 on 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
on UPCoM. For other UPCoM securities which are traded on an active market,
fair value is the average quoted price at the close of trading obtained from a
minimum sample of five reputable securities companies at the reporting date.
Other relevant measurement bases are used if broker quotes are not available
or if better and more reliable information is available.

 

(a.2) Valuation of investments in private equities

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

 

As at 31 December 2024, the Investment Manager reviewed the valuations carried
out as at 30 June 2024 and considered whether there were any changes to
performance or the circumstances of the underlying investments which would
affect the fair values. Methods, assumptions, and data were consistently
applied from 30 June 2024 except for certain underlying private equity
investments where a change in assumption is deemed appropriate to reflect the
change in the market conditions or investment-specific factors.

 

The Investment Manager then made recommendations to the Audit Committee of the
fair values as at 31 December 2024 and the Audit Committee, having considered
these, then made recommendations for approval by the Board. Refer to note
18(c) which sets out a sensitivity analysis of the significant observable
inputs used in the valuations of the private equity investments.

 

(a.3) Loans and receivables at FVTPL

For the current period, consistent with the prior year, these underlying loans
and receivables designated at FVTPL are fair valued by the Investment Manager
using methodologies such as a scenario-based model using probability-weighted
average of discounted cash flows and investment cost plus expected return.
Refer to note 18(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 30 June 2024, the principal underlying operating asset was under
contract to be sold and was valued at the agreed sale price, which was duly
received during the period ended 31 December 2024.

 

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

 

(b) Incentive Fee

The incentive fee was calculated as follows:

 

 ·             To the extent that the NAV as at any year end is above the higher of a 10%
               compound annual return and a high water mark initially set in 2019, having
               accounted for any share buy backs, share issues and/or dividends, the
               incentive fee payable on any increase in the NAV above the higher of the high
               water mark and a 10% annual return target is calculated at a rate of 10%;

 ·             The maximum amount of incentive fees that can be paid out in any one year is
               capped at 1.5% of the average month-end NAV during that year; and

 ·             Any incentive fees earned in excess of this 1.5% cap are accrued if they are
               expected to be paid out in subsequent years.

 

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

 

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

 

For further details of the incentive fees earned and accrued at the period end
please refer to note 14(b).

 

3.2 Critical judgements in applying the Company's accounting policies

 

(a) Eligibility to qualify as an investment entity

 

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

 

 i.                     The Company has obtained funds from investors for the purpose of providing
                        those investors with investment management services;

 ii.                    The Company's business purpose is to invest funds solely for returns from
                        capital appreciation, investment income or both; and

 iii.                   The performance of investments made by the Company are substantially measured
                        and evaluated on a fair value basis.

 

The Company has the typical characteristics of an investment entity:

·    It holds more than one investment;

·    It has more than one investor;

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

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

 

As a consequence, the Company does not consolidate its subsidiaries and
accounts for them at FVTPL. The Company has applied the exemption from
accounting for its subsidiaries 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 on 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. SEGMENTAL ANALYSIS

 

Dividend income is allocated based on the underlying investments of
subsidiaries which declared dividends. Net 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.

 

Segmental information can be analysed as follows:

 

Condensed Statement of Comprehensive Income

 

                                                          Capital    Operating  Private   Other Net
                                                          Markets*   Asset      Equity    Assets**   Total
 (Unaudited)                                              USD'000    USD'000    USD'000   USD'000    USD'000
 Six months ended 31 December 2024
 Dividend income                                          60,334     -          -         -          60,334
 Finance income                                           -          -          -         153        153
 Net losses on financial assets at FVTPL                  (15,842)   -          (3,218)   (834)      (19,894)
 General and administration expenses (note 14 (a))        (5,691)    -          (1,036)   (2,728)    (9,455)
 Facility set-up costs                                    -          -          -         (445)      (445)
 Interest expense                                         (207)      -          (38)      (20)       (265)
 Incentive fee                                            (3,589)    -          (653)     (362)      (4,604)
 Profit/(loss) before tax                                 35,005     -          (4,945)   (4,236)    25,824

 Statement of Comprehensive Income
                                                          Capital    Operating  Private   Other Net
                                                          Markets*   Asset      Equity    Assets**   Total
 (Unaudited)                                              USD'000    USD'000    USD'000   USD'000    USD'000
 Six months ended 31 December 2023
 Dividend income                                          36,089     -          -         -          36,089
 Finance income                                           304        6          112       35         457
 Net (losses)/gains on financial assets at FVTPL          (9,833)    (326)      117       (329)      (10,371)
 General and administration expenses (note 14 (a))

                                                          (4,664)    (86)       (1,712)   (2,497)    (8,959)
 Facility set-up costs                                    (113)      (2)        (42)      (13)       (170)
 Interest expense                                         (402)      (7)        (148)     (46)       (603)
 Incentive fee                                             (1,121)    (21)       (411)     (128)      (1,681)
 Profit/(loss) before tax                                 20,260       (436)    (2,084)   (2,978)    14,762

 

* 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.

 

Condensed Statement of Financial Position

 

                                                           Capital   Operating      Private           Other Net
                                                           Markets*  Assets         Equity            Assets**    Total
                                                           USD'000   USD'000        USD'000           USD'000     USD'000
 As at 31 December 2024

 (Unaudited)
 Financial assets at FVTPL                                 862,039   -              156,879           86,925      1,105,843
 Receivables and prepayments                               -         -              -                 185         185
 Cash and cash equivalents                                 -         -              -                 9,435       9,435
 Total assets                                              862,039   -              156,879           96,545      1,115,463

 Total liabilities
 Accrued expenses and other payables                       4,518     -              822               1,648       6,988
 Loans and borrowings                                      -         -              -                 15,000      15,000
 Total liabilities                                         4,518     -              822               16,648      21,988
 Net asset value                                           857,521   -              156,057           79,897      1,093,475

                                                   Capital                  Operating       Private   Other Net

                                                   Markets*                 Assets          Equity    Assets**

                                                           Total
                                                   USD'000                  USD'000         USD'000   USD'000     USD'000
 As at 30 June 2024

 (Audited)
 Financial assets at FVTPL                         847,649                  9,996           158,802   91,873      1,108,320
 Prepayments and other assets                      -                        -               -         638         638
 Cash and cash equivalents                         -                        -               -         36,769      36,769
 Total assets                                      847,649                  9,996           158,802   129,280     1,145,727

 Total liabilities
 Accrued expenses and other payables               12,126                   143             2,272     1,948       16,489
 Total liabilities                                 12,126                   143             2,272     1,948       16,489
 Net asset value                                   835,523                  9,853           156,530   127,332     1,129,238

 

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

** Other net assets of USD86.9 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 or 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 31 December 2024, 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 period.

5.1 Directly-owned subsidiaries

The Company had the following directly-owned subsidiaries as at 31 December
and 30 June 2024:

 

                                                                                        As at
                                                                              31 December 2024       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 as at 31
December and 30 June 2024:

 

                                                                                                                                                        As at
                                                                                                                                                        31 December 2024            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    80.02             80.02
 Chifley Investments Pte. Ltd                 Singapore      Holding company for investments                                Belfort Worldwide 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             87.50
 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             87.50
 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 31 December and
30 June 2024.

 

5.4 Indirect interests in associates

The Company had the following indirect interests in associates as at 31
December and 30 June 2024:

 

                                                                                                                                                            As at
                                                                                                                                                                                         31 December 2024             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                        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

 

As at 31 December 2024, the Company owned a number of subsidiaries and
associates for the purpose of holding investments in listed and UPCoM
securities, operating asset and private equity investments. The Company, via
these underlying investments, is subject to financial risks which are further
disclosed in note 18. 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

 

                                31 December 2024  30 June 2024
                                USD'000           USD'000
                                (Unaudited)       (Audited)
 Cash at banks                  9,435             36,769

 

As at 31 December 2024, the 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 31 December 2024 was USD25.4 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 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 31 December 2024 (Unaudited)
 Financial assets at FVTPL                       -                                   1,105,843                  -                                        1,105,843
 Financial liabilities                           -                                   -                          (21,988)                                 (21,988)
 Cash and cash equivalents                       9,435                               -                          -                                        9,435
 Total                                           9,435                               1,105,843                  (21,988)                                 1,093,290

 Financial assets/(liabilities) denominated in:
  -  GBP                                         10                                  -                          -                                        10
  -  USD                                         9,425                               1,105,843                  (21,988)                                 1,093,280

 

 As at 30 June 2024 (Audited)
 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 31 December 2024 and 30 June 2024, the carrying amounts of all financial
liabilities 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: nil).

 

8  . FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

Financial assets at FVTPL comprise VOF's investments in subsidiaries and
associates. The underlying assets and liabilities of the subsidiaries and
associates at fair value are included with those of VOF in the following
table.

 

                                          31 December 2024                30 June 2024
                                        (Unaudited)                         (Audited)
                                 Within 12 Months   Over 12 Months     Within 12 Months  Over 12 Months
                                 USD'000            USD'000            USD'000           USD'000
 Cash and cash equivalents       16,058             -                  20,809            -
 Ordinary shares - listed        774,867            -                  743,106           -
 Ordinary shares - UPCoM         87,172             -                  104,543           -
 Private equity                  -                  156,879            -                 158,802
 Operating asset                 -                  -                  -                 9,996
 Loans and Receivables at FVTPL  59,757             -                  62,438            -
 Other net assets                11,110             -                  8,626             -
                                 948,964            156,879            939,522           168,798

 

The major underlying investments held by the direct and indirect subsidiaries
and associates of VOF were in the following industry sectors.

                                    31 December 2024  30 June 2024
                                    USD'000           USD'000
                                    (Unaudited)       (Audited)
 Real Estate                        222,600           231,000
 Financials                         223,700           227,600
 Materials                          120,200           149,100
 Consumer Staples                   36,500            7,900
 Industrials                        87,200            96,900
 Consumer Discretionary             139,300           118,700
 Health Care                        89,400            86,100
 Information Technology             138,700           127,500
 Energy                             21,075            34,085

 

As at 31 December 2024, the largest underlying holding, Asia Commercial Bank,
within financial assets at FVTPL amounted to 13.8% of the NAV of VOF (30 June
2024: 13.3%).

 

There have been no changes in the classification of financial assets at fair
value through profit or loss shown as Level 3 during the period ended 31
December 2024.

 

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. As observable prices
are not available for these investments, the Company classifies them as Level
3 fair values.

 

                                                 For the period ended                   For the year ended
                                                   31 December 2024                     30 June 2024

                                           USD'000                                      USD'000
                                           (Unaudited)                                  (Audited)
 Opening balance                           1,108,320                                    1,137,428
 Purchases                                 47,130                                       122,637
 Return of capital                         (29,713)                                     (198,199)
 Net (losses)/gains for the period/year    (19,894)                                     46,454
                                           1,105,843                                    1,108,320

 

9. DIVIDENDS

 

The dividends paid in the reporting period were as follows:

 

                                                  Dividend rate  Net dividend
 During the six months ended 31 December 2024     per share      payable

 (Unaudited)
                                                  (cents)        (USD'000)     Record date      Ex-dividend date        Pay date
 Second dividend for the year ended 30 June 2024  7.25           10,657        23 October 2024  31 October 2024         04 December 2024

 

 

                                                  Dividend rate  Net dividend
 During the six months ended 31 December 2023     per share      payable

 (Unaudited)
                                                  (cents)        (USD'000)     Record date      Ex-dividend date        Pay date
 Second dividend for the year ended 30 June 2023  7.0            11,029        3 November 2023  2 November 2023         4 December 2023

 

Under the Guernsey Law, 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. 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

 

                                                         Six months ended        Year ended
                                                         31 December 2024        30 June 2024
                                                         (Unaudited)             (Audited)
                                                         Number of               Number of
                                                         shares       USD'000    shares       USD'000
 Issued and fully paid at 1 July                         158,213,316  1,582      166,230,562  1,662
 Cancellation of treasury shares                         (8,634,293)  (86)       (8,017,246)  (80)
 Total Issued and fully paid at period/year end          149,579,023  1,496      158,213,316  1,582
 Shares held in treasury                                 (6,182,716)  (62)       (6,182,716)  (62)
 Outstanding and fully paid at period/year end           143,396,307  1,434      152,030,600  1,520
 Share premium reserve                                   -            168,920    -            219,764
 Closing balance at period/year end                      143,396,307  170,354    152,030,600  221,284

 

Treasury shares

                                                   Six months ended        Year ended
                                                   31 December 2024        30 June 2024
                                                   (Unaudited)             (Audited)
                                                   Number of               Number of
                                                   shares       USD'000    shares       USD'000
 Opening balance at 1 July 2024                    6,182,716    20,490     6,182,716    20,490
 Shares repurchased during the period/year         8,634,293    50,930     8,017,246    45,803
 Shares cancelled during the period/year           (8,634,293)  (50,930)   (8,017,246)  (45,803)
 Outstanding balance at period/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 was approved
again at subsequent general meetings of the Company.

 

During the period ended 31 December 2024, 8.6 million shares (30 June 2024:
8.0 million) were repurchased at a cost of USD50.9 million (30 June 2024:
USD45.8 million) of which USD0.5 million (30 June 2024: USD 0.07 million) was
payable at the period end (see note 11) and 8.6 million shares (30 June 2024:
8.0 million) were cancelled.

11. ACCRUED EXPENSES AND OTHER PAYABLES

                                                                         31 December 2024                                           30 June 2024
                                                                                    USD'000                                         USD'000
                                                                                    (Unaudited)                                     (Audited)
 Incentive fees payable to the Investment Manager (note 14(b))                      4,604                                           14,675
 Management fees payable to the Investment Manager (note 17(a))                     1,192                                           1,180
 Revolving credit facility costs payable                                                                 -                          112
 Shares repurchases payable                                                                         505                             68
 Other payables                                                                     687                                             454
                                                                                    6,988                                           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 of the payables to other related parties are
disclosed in note 17.

 

12. LOANS AND OTHER BORROWINGS

                                                             31 December 2024               30 June 2024
                                                                        USD'000    USD'000
                                                             (Unaudited)           (Audited)
 Net loan liability at beginning of the period/year                     -          10,000
 Revolving credit facility total of all drawdowns                       25,000     -
 Revolving credit facility total of all repayments                      (10,000)   (10,000)
 Net loan liability due at period/year end                              15,000     -

 

On 18 March 2022, the Company entered into a USD40.0 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. USD10.0 million outstanding on the facility as at 30 June 2023
was repaid during the year ended 30 June 2024. In March 2024, the Company
agreed to extend the Facility for a third year and the maturity date was
subsequently extended to 30 April 2025. As at 31 December 2024, the Company
had drawn USD25.0 million and repaid USD10.0 million. USD15.0 million was
outstanding on the facility as at 31 December 2024 (30 June 2024: nil). The
total size of available facility as at 31 December 2024 was USD40.0 million.

 

Security has been provided by way of a charge over the group's assets under
the Facility.

 

In accordance with the 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 period, 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

 

13. DIVIDEND INCOME

                         Six months ended
                         31 December 2024      31 December 2023
                                    USD'000    USD'000
                         (Unaudited)           (Unaudited)
 Dividend income                    60,334     36,089

 

The above table sets out dividends received by the Company from its
subsidiaries. These represent distributions of income received as well as the
proceeds of disposals of assets by subsidiaries, and do not reflect the
dividends earned by the underlying investee companies. During the period, the
subsidiaries received a total amount of USD6.7 million in dividends from their
investee companies (31 December 2023: USD3.8 million).

 

14(a). GENERAL AND ADMINISTRATION EXPENSES

                                                                    Six months ended
                                                             31 December 2024          31 December 2023
                                                                          USD'000      USD'000
                                                             (Unaudited)               (Unaudited)
 Management fees and expenses (note 17(a))                                7,300        6,993
 Custodian, secretarial and other professional fees                       663          686
 Audit fees                                                               419          443
 Directors' fees, including expenses (note 17(c))                         253          237
 Others                                                                    820          600
                                                                           9,455        8,959

 

14(b). INCENTIVE FEE

 

The NAV total return for the six months to 31 December 2024 has resulted in
an incentive fee accrual of USD4.6 million (30 June 2024: USD14.7 million).
Incentive fees are only paid out following the publication of annual accounts
and, at the half year stage, any incentive fees are provided for on the
assumption that the NAV as at the following 30 June will be the same as at 31
December. On this assumption, USD4.6 million will be payable when the annual
report is published in October 2025 and is classified as a current liability
as at 31 December 2024.

 

15. 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
Singapore and are subject to corporate income tax in that country. The income
tax payable by these subsidiaries is taken into account in determining their
fair values in the Condensed Statement of Financial Position.

 

16. EARNINGS PER SHARE AND NET ASSET VALUE PER SHARE

 

(a) Basic

Basic earnings per share is calculated by dividing the profit from operations
of the Company by the weighted average number of ordinary shares in issue
during the period excluding ordinary shares purchased by the Company and held
as treasury shares (note 10).

 

                                                             Six months ended
                                                             31 December 2024        31 December 2023
                                                                        USD'000      USD'000
                                                                        (Unaudited)  (Unaudited)
 Profit for the period (USD'000)                                        25,824       14,762
 Weighted average number of ordinary shares in issue                    149,175,685  157,549,421
 Basic earnings per share (USD per share)                               0.17         0.09
 Exchange rate (GBP to USD)                                             1.25         1.29
 Basic earnings per share expressed in GBP                              0.14         0.07

 

(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 NAV 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
10). NAV is determined as total assets less total liabilities. The basic NAV
per share is equal to the diluted NAV per share.

 

                                                         31 December 2024        30 June 2024
                                                         (Unaudited)             (Audited)
 Net asset value (USD'000)                                          1,093,475    1,129,238
 Number of outstanding ordinary shares in issue                     143,396,307  152,030,600
 Net asset value per share (USD per share)                          7.63         7.43
 Exchange rate (GBP to USD)                                         1.25         1.26
 Net asset value, expressed in GBP per share                        6.10         5.90

 

17. 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 the accounting year ended 30 June 2024 and period ending 31 December 2024,
the Investment Manager received a fee at the annual rates set out below, paid
monthly in arrears.

 

●     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 period amounted to USD7.4 million (31
December 2023: USD7.0 million), of which USD0.08 million (31 December 2023:
nil) was in relation to recharge of expenses incurred. In total USD1.2 million
(30 June 2024: USD1.2 million) was payable to the Investment Manager at the
reporting date.

 

(b) Incentive fees

 

As described in note 14(b), as at 31 December 2024, an incentive fee of USD4.6
million (30 June 2024: USD14.7 million) will potentially be payable when the
annual report is published in October 2025 and is accounted for as a current
liability in the Statement of Financial Position.

 

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 period received the following emoluments
in the form of fees:

 

                                   Six months ended
                       Annual fee  31 December 2024  31 December 2023
                       USD         USD               USD
                                   (Unaudited)       (Unaudited)
 Huw Evans             115,000     57,500            55,000
 Julian Healy          100,000     50,000            47,500
 Hai Thanh Trinh       85,000      42,500            41,250
 Kathryn Matthews      85,000      42,500            42,500
 Peter Hames           95,000      47,500            45,000
                                   240,000           231,250

 

Charlotta Ginman was appointed as a Director on 2 January 2025 and so did not
receive any fees with respect to the period ended 31 December 2024.

 

In addition to annual fee, Directors' expenses of USD12,864 (31 December 2023:
USD4,622) were incurred during the period. The total amount received by the
Directors during the period was USD252,864 (31 December 2023: USD235,872), of
which USD nil was outstanding at 31 December 2024 (30 June 2024: USD nil).

 

(d) Shares held by related parties

 

                       Shares held             Shares held
                       as at 31 December 2024  as at 30 June 2024
 Huw Evans             55,000                  55,000
 Julian Healy          20,000                  20,000
 Kathryn Matthews      9,464                   9,464
 Peter Hames           8,000                   8,000

 

As at 31 December 2024, 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 31 December 2024, the Investment Manager owned 4,589,150 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.

 

18. 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 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 Condensed Interim Financial Statements do not include all financial risk
management information and disclosures required in the Annual Audited
Financial Statements; they should be read in conjunction with the Company's
Audited Financial Statements as at 30 June 2024.

 

There have been no significant changes in the management of risk or in any
risk management policies since the last balance sheet date.

 

(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 12. The Company has engaged the
Investment Manager to allocate the Company's 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 period end is summarised as follows:

 

                                                 31 December 2024  30 June 2024
                                                 USD'000           USD'000
                                                 (Unaudited)       (Audited)
 Net assets attributable to equity shareholders  1,093,475         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 are no financial liabilities of the Company which were carried at FVTPL
as at 31 December 2024 and 30 June 2024.

 

The level into which each financial asset is classified is determined based on
the lowest level of significant input to the fair value measurement.

 

Financial assets measured at fair value in the Condensed Statement of
Financial Position are grouped into the following fair value hierarchy:

 

The table below analyses financial instruments carried at fair value, by
valuation method. The different levels have been defined as follows:

 

                                         Level 3    Total
 (Unaudited)                             USD'000    USD'000
 As at 31 December 2024
 Financial assets at FVTPL               1,105,843  1,105,843

 (Audited)
 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
period/year ended 31 December 2024 and 30 June 2024.

 

If the investments which are held by the subsidiaries 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 31 December 2024 (Unaudited)
 Cash and cash equivalents                                   -        -        -        16,058                      16,058
 Ordinary shares - listed                                    774,867  -        -        -                           774,867
 Ordinary shares - UPCoM                                     81,433   5,739    -        -                           87,172
 Private equity investments                                  -        -        156,879  -                           156,879
 Loans and receivables at FVTPL                              -        -        59,757   -                           59,757
 Operating asset                                             -        -        -        -                           -
 Other net assets                                            -        -        11,110   -                           11,110
                                                             856,300  5,739    227,746  16,058                      1,105,843

                                                             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

 (Audited)
 Cash and cash equivalents                                   -        -        -        20,809                      20,809
 Ordinary shares - listed                                    743,106  -        -        -                           743,106
 Ordinary shares - 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                                            -        -        8,626    -                           8,626
                                                             842,004  5,645    239,862  20,809                      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, 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 31 December 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.

 

Unaudited

 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  152,740    13%-25%   n/a   5%           n/a

                                                                                         Change in discount rate

           -1%      0%       1%
                                                                                           Change in        -1%  155,617  145,065  136,272
                                                                                           terminal growth  0%   165,534  152,740  142,221
                                                                                                    1%   176,767  162,096  149,960
 Private equity  Multiples              8,409      n/a       n/a   n/a          8.2

Change in        -1%    0%     1%
                                                                                           EBITDA margin    8,309  8,409  8,509
 Loans at FVTPL  Discounted cash flows  59,757     13%-25%   n/a   n/a          n/a

  -1%     0%      1%
                                                                                             60,366  59,757  59,076

Private equity

Multiples

8,409

n/a

n/a

n/a

8.2

 

 Change in        -1%    0%     1%
 EBITDA margin    8,309  8,409  8,509

Loans at FVTPL

Discounted cash flows

59,757

13%-25%

n/a

n/a

n/a

 

     -1%     0%      1%
     60,366  59,757  59,076

 

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.

 

Audited

 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

 

Specific valuation techniques used to value the Company's underlying
investments include:

 

·    Quoted market prices or dealer quotes;

·    Use of discounted cash flow technique to calculate the present value
of the estimated future cash flows; and

·    Other techniques, such as the latest market transaction price.

 

19. SUBSEQUENT EVENTS

 

This Interim Report and Condensed Interim Financial Statements were approved
for issue by the Board on 26 March 2025.

 

A dividend of 7.25 cents per share in respect of the half year ended 31
December 2024 was declared on 26 March 2025. The dividend is payable on or
around 13 May 2025 to shareholders on record on 4 April 2025.

 

The maturity date of the Company's existing borrowing facility was extended to
30 April 2025. The Investment Manager is in the final stages of agreeing the
terms of a new facility.

MANAGEMENT AND ADMINISTRATION

 

 Directors                                           Registrar
 Huw Evans                                           Computershare Limited
 Peter Hames                                         13 Castle Street
 Julian Healy                                        St Helier
 Kathryn Matthews                                    Jersey, JE1 1ES
 Hai Thanh Trinh                                     Channel Islands
 Charlotta Ginman (Appointed 2 January 2025)

 Registered Office                                   Independent Auditor
 PO Box 656                                          Ernst & Young LLP
 Trafalgar Court                                     PO Box 9
 Les Banques                                         Royal Chambers
 St Peter Port                                       St Julian's Avenue
 Guernsey, GY1 3PP                                   St Peter Port
 Channel Islands                                     Guernsey GY1 4AF
                                                     Channel Islands
 Investment Manager                                  (Appointed 23 April 2024)
 VinaCapital Investment Management Ltd
 1(st) and 2(nd) Floors, Elizabeth House             PricewaterhouseCoopers CI LLP
 Les Ruettes Brayes                                  PO Box 321
 St Peter Port                                       Royal Bank Place
 Guernsey, GY1 1EW                                   1 Glategny Esplanade
 Channel Islands                                     St Peter Port
                                                     Guernsey, GY1 4ND
                                                     Channel Islands
 Administrator and Corporate Secretary               (Retired 22 April 2024)
 Aztec Financial Services (Guernsey) Limited
 PO Box 656                                          Investment Advisor
 Trafalgar Court                                     VinaCapital Fund Management JSC
 Les Banques                                         17th Floor, Sun Wah Tower
 St Peter Port                                       115 Nguyen Hue Blvd, District 1
 Guernsey, GY1 3PP                                   Ho Chi Minh City
 Channel Islands                                     Vietnam

 Joint Corporate Broker                              UK Marketing and Distribution Partner
 Deutsche Numis                                      Cadarn Capital Limited
 45 Gresham Street                                   Moor Place
 London EC2V 7BF                                     1 Fore St Avenue
 United Kingdom                                      London EC2Y 9DT

 Joint Corporate Broker                              Custodian
 Barclays Bank PLC                                   Standard Chartered Bank (Vietnam) Limited
 1 Churchill Place,                                  Unit 1810-1815, Keangnam
 London, E14 5HP                                     Cau Giay New Urban Area
 United Kingdom                                      Me Tri Com Hanoi
                                                     Vietnam
 Public Relations (London)
 Camarco
 40 Strand
 London, WC2N 5RW
 United Kingdom

 

Investment Advisor'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

2nd Floor, International Centre Building

17 Ngo Quyen, Hoan Kiem District

Hanoi

Vietnam

Phone: +84-424 3936 4630

Fax: +84-424 3936 4629

 

Singapore

6 Temasek Boulevard

# 42-01, Suntec Tower 4

Singapore 038986

Phone: +65 6332 9081

Fax: +65 6333 9081

 

GLOSSARY

 

 Term                    Definition
 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-19                The disease caused by SARS-CoV-2, the coronavirus that emerged in December
                         2019

 EBITDA                  Earnings before interest, tax, depreciation and amortisation. A measure of the
                         gross profit of a company.

 ESG                     Environmental, Social, and Governance

 External Auditor or EY  Ernst & Young LLP

 Facility                The revolving credit facility as disclosed in note 12.

 FDI                     Foreign direct investments.

 Financial Statements    The Audited Financial Statement

 FVTPL                   Fair value through profit or loss

 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
 NPL                       Non-performing loan
 OTC                       Over-The-Counter

 P/E         Price-to-earnings ratio

 

 Private Equity            This consists of investments in private companies, structured investments, and
                           bonds with privately negotiated terms.

 SME                       Small and Medium-sized Enterprises - businesses with limited revenue, assets,
                           or employees
 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

 UK Companies Act          Companies Act 2006

 UK Code                   The UK Corporate Governance Code issued in July 2018

 UPCoM                     UPCoM listing of 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

 

 

 ALTERNATIVE PERFORMANCE MEASURES

 For the period ended 31 December 2024
 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 (7.63 - 5.86) ÷ 7.63 = 23.2%
 NAV per share increase     Expressed in percentage terms, is a measure of the NAV per share of the

                          Company, calculated by taking the change in the NAV per share over the period
                            in question and dividing by the starting NAV per share.

                            The NAV per share increase is calculated as follows:

31 December 2024: Closing NAV per share  7.63  a
                            30 June 2024: Opening NAV per share      7.43  b
                            Change in real terms                     0.20  c=b-a
                            Change as a percentage                   2.7%  =c/b
 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 period:

31 December 2024: NAV per share   7.63   a
                            Dividends paid                    0.07   b
                            Effect of dividend reinvestment*  0.00   c
                            30 June 2024 NAV per share        7.43   d
                            NAV Total Return (%)              3.63%  =((a+b+c)/d)-1

 

                            Total return over 3 years

31 December 2024: NAV per share   7.63  a
                            Dividends paid                    0.44  b
                            Effect of dividend reinvestment*  0.04  c
                            31 December 2021: NAV per share   8.54  d
                            NAV Total Return (%)              -5%   =((a+b+c)/d)-1

 

                            Total return over 5 years:

31 December 2024: NAV per share   7.63   a
                            Dividends paid                    0.69   b
                            Effect of dividend reinvestment*  0.13   c
                            31 December 2019: NAV per share   5.05   d
                            NAV Total Return (%)              67.3%  =((a+b+c)/d)-1
 Sharpe ratio               A measure used to evaluate the risk adjusted return of the VOF fund calculated
                            as follows:

                            Annualised active return* ÷ Standard deviation of the Fund's return

                            Being 8.6 ÷ 18.1.

                            *Expected portfolio return - Risk free rate of return
 Share price (GBP)          The GBP share price is calculated as the USD share price ÷ closing exchange
                            rate at 31 December 2024.

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 period:

 31 December 2024: NAV per share   7.63   a
 Dividends paid                    0.07   b
 Effect of dividend reinvestment*  0.00   c
 30 June 2024 NAV per share        7.43   d
 NAV Total Return (%)              3.63%  =((a+b+c)/d)-1

 

Total return over 3 years

 31 December 2024: NAV per share   7.63  a
 Dividends paid                    0.44  b
 Effect of dividend reinvestment*  0.04  c
 31 December 2021: NAV per share   8.54  d
 NAV Total Return (%)              -5%   =((a+b+c)/d)-1

 

Total return over 5 years:

 31 December 2024: NAV per share   7.63   a
 Dividends paid                    0.69   b
 Effect of dividend reinvestment*  0.13   c
 31 December 2019: NAV per share   5.05   d
 NAV Total Return (%)              67.3%  =((a+b+c)/d)-1

Sharpe ratio

A measure used to evaluate the risk adjusted return of the VOF fund calculated
as follows:

Annualised active return* ÷ Standard deviation of the Fund's return

Being 8.6 ÷ 18.1.

*Expected portfolio return - Risk free rate of return

Share price (GBP)

The GBP share price is calculated as the USD share price ÷ closing exchange
rate at 31 December 2024.

 

 

 ALTERNATIVE PERFORMANCE MEASURES

 For the period ended 31 December 2023
 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 period:

31 December 2023: Closing NAV per share  7.08  a
                    Dividends paid                           0.07  b
                    Effect of dividend reinvestment*         0.00  c
                    30 June 2023 Opening NAV per share       7.02  d
                    NAV Total Return (%)                     1.9%  =((a+b+c)/d)-1

 

                    Total return over 3 years:

31 December 2023: Closing NAV per share  7.08   a
                    Dividends paid                           0.43   b
                    Effect of dividend reinvestment*         0.01   c
                    31 December 2020 Opening NAV per share   6.30   d
                    NAV Total Return (%)                     19.4%  =((a+b+c)/d)-1

 

Total return over 5 years:                7.08   a

                    31 December 2023: Closing NAV per share
                    Dividends paid                            0.67   b
                    Effect of dividend reinvestment*          0.11   c
                    31 December 2018 Opening NAV per share    5.13   d
                    NAV Total Return (%)                      53.2%  =((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.
 Share price (GBP)  The GBP share price is calculated as the USD share price ÷ closing exchange
                    rate at 31 December 2023.

 

Total return over 3 years:

 31 December 2023: Closing NAV per share  7.08   a
 Dividends paid                           0.43   b
 Effect of dividend reinvestment*         0.01   c
 31 December 2020 Opening NAV per share   6.30   d
 NAV Total Return (%)                     19.4%  =((a+b+c)/d)-1

 

 Total return over 5 years:                7.08   a

 31 December 2023: Closing NAV per share
 Dividends paid                            0.67   b
 Effect of dividend reinvestment*          0.11   c
 31 December 2018 Opening NAV per share    5.13   d
 NAV Total Return (%)                      53.2%  =((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.

Share price (GBP)

The GBP share price is calculated as the USD share price ÷ closing exchange
rate at 31 December 2023.

 

 

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