2. 2 VNL Annual Report 2010
Contents
VinaLand Limited (VNL)
Annual Report 2010
Section 1 Introduction
VinaCapital introduction 03
Financial highlights 04
Performance highlights 05
Chairman’s statement 06
Section 2 Manager’s report
Management team 08
Real estate investment environment 11
Portfolio performance 16
Featured investments 24
Section 3 Financial statements and reports
Board of Directors 28
Report of the Board of Directors 30
Governance report 32
Independent Auditors’ report 36
Consolidated financial statements and notes 38
Section 4 Annex
Investing policy 89
Historical financial information 93
VNL overview and details 95
3. VNL Annual Report 2010 3
Taking Vietnam to VinaCapital is an asset management group inspired by the
energy, creativity and entrepreneurial spirit of the people
the world of Vietnam.
Formed in 2003, VinaCapital manages USD1.8 billion across
all asset classes - listed and private equities, fixed income,
infrastructure and real estate.
VinaCapital’s growth is driven by the most experienced asset
and fund management teams in Vietnam.
VNL USD682 million net assets under management.
Vietnam’s largest real estate investment and
development fund.
VNL has the deepest residential sector pipeline of any foreign
real estate fund or developer in Vietnam, alongside the
top portfolio of operating hotels and landmark mixed-use
projects across all major cities.
4. 4 VNL Annual Report 2010
Financial highlights
Revenue (USD’000)
FY2010
17,277
FY2009
28,014
change %
-38%
USD1.36
Gross profit 7,042 12,303 -43% NAV per share
Operating profit 102,152 (217,082) 147%
Net profits 75,992 (201,623) 138%
Earnings per share (USD) 0.10 (0.26) 139%
NAV per share (USD) 1.36 1.32 3.2%
40.2%
NAV gain
since inception
VNL’s stable FY2010 financial
The top performing Vietnam
fund over the past three years
according to LCF Edmond de
performance was due to strong Rothschild Securities.
results in the launch and sale of
residential units, and success in
obtaining project financing.
5. VNL Annual Report 2010 5
Performance highlights
FY2010 FY2009 VNL’s primary driver
Residential projects with active sales 7 4 of investment returns
New units offered to market 663 413 during FY2010 was in
Total residential sales commitments
and reservations (USDm)
115.7m 65.7m the sales of residential
villas and apartments
Danang Beach Resort (Ocean Villas and Cham Condominiums), World
to end-users.
Trade Center Danang (The Azura), The Garland and Dai Phuoc Lotus all
had sales launches during FY2010.
VNL’s USD115.7 million in residential unit sales commitments and
reservations during FY2010 represents early returns on the largest
pipeline of residential development projects in Vietnam.
6. 6 VNL Annual Report 2010
Chairman’s statement
“Investors clearly remain Dear Shareholders,
We are pleased to present the annual report
concerned about macro of VinaLand Limited (AIM: VNL) for the year
ended 30 June 2010.
issues affecting Vietnam, and Vietnam’s real estate market during the
they want greater clarity on financial year saw strong performance in the
low and mid-range residential sector, and a
performance and the ability much-improved hospitality sector, again with
the best performance seen in the mid-range of
of the investment manager to the market.
realise proceeds and return The pace of foreign investment into Vietnam’s
property sector was slower than the previous
value to shareholders.” year, with Vietnam appearing to miss out
on the increased investment into emerging
markets around the world. Despite Vietnam’s
rapid economic growth, reaching 6.5 percent
year-on-year over the first half of 2010, foreign
exchange and inflation concerns kept many
investors on the sidelines.
In the real estate market, oversupply in the
office sector persisted, and retail investment
remained slow as large foreign retailers
continued a cautious approach to entering
a market where site access and branch
expansion remain difficult.
7. VNL Annual Report 2010 7
VNL’s strategy, however, saw the fund The VNL Board was further strengthened This distribution policy, in addition to other
successfully avoid underperforming sectors. at the end of the year by the addition of measures announced at the time, aims to
VNL at the end of June 2010 had an NAV of independent director Nicholas Allen, who reduce the share price discount while still
USD682 million, or USD1.36 per share, an brings valuable accounting expertise to the leaving VNL with the ability to invest in new
increase of 3.2 percent from the end Board, built on his previous experience with projects. The Board believes this policy is in the
of June 2009, when VNL had an NAV of PriceWaterhouseCoopers and his participation best interests of the shareholders - particularly
USD660 million, or USD1.32 per share. in the audit committees of listed companies as it will offer the investment manager the
The four cent NAV per share gain in FY2010 CLP Holdings Ltd, Lenovo Group Ltd, and Hysan opportunity to continue to demonstrate
is a positive turn-around from the 29 cent Development Company Ltd. the value of the fund’s holdings, as more
NAV per share loss the previous year. projects move to the development and sales/
Despite the wide-ranging progress VNL divestment phases. On 10 December 2010,
The reason for the turn-around is primarily recorded during FY2010, the company’s shareholders voted at an EGM to allow VNL to
due to progress with the development and share price continued to trade at a significant buy back and tender for shares, a decision that
sales of several key residential holdings in discount to net asset value. Investors clearly allows the distribution policy to proceed.
the portfolio. During the year, VNL brought remain concerned about macro issues affecting
a total of 663 residential units to market, Vietnam, and they want greater clarity on The Board welcomes shareholder feedback,
with residential sales commitments and performance and the ability of the investment and we hope to be in touch with many of you
reservations totalling USD115.7 million. manager to realise proceeds and return value over the coming year. Thank you for your
to shareholders. continued support.
Another performance highlight is the
success in obtaining project financing, with Recognising this, the Board announced on 28
a total of USD197 million in non-recourse October 2010 that VNL would distribute 50
construction loans now secured. There were percent of cash generated from divestments,
five construction starts during the year. In the after providing for future investment
hotel portfolio, the Sheraton Nha Trang Hotel commitments, as a semi-annual tender for Nicholas Brooke
and Spa opened near the end of the year, and the repurchase of shares at NAV. The first Chairman
the Movenpick Hotel Saigon re-opened after a distribution will occur following finalisation of VinaLand Limited
complete renovation in August 2010. the 30 December 2010 interim results. 17 December 2010
8. 8 VNL Annual Report 2010
Management team
1 Don Lam
Chief Executive Officer
Don Lam founded VinaCapital in 2003
alongside partners Horst F. Geicke
(Group chairman) and Chris Gradel.
Don has over 15 years experience
in Vietnam, working previously at
PricewaterhouseCoopers, Deutsche
Bank, and Coopers & Lybrand. Don is
one of Vietnam’s most internationally
recognised business leaders, having
brought over USD1.5 billion in
5 4 foreign indirect investment into the
2
3
1
country since 2003. Don is an active
member and regular speaker at the
(Left to right: Mr. Brook Taylor; Mr. Anthony House; Mr. David Blackhall; Mr. David Henry; Mr. Don Lam) World Economic Forum and other
leading international conferences
and events. He has a degree in
VNL’s management team have a combined 75 years of Commerce and Political Science from
real estate investment and development experience. the University of Toronto, and is a
member of the Institute of Chartered
They manage Vietnam’s most comprehensive portfolio Accountants of Canada. He is a
of direct real estate assets, including complex township Certified Public Accountant and holds
a Securities Licence in Vietnam.
and landmark mixed-use developments that span
Vietnam’s major cities.
9. VNL Annual Report 2010 9
2 Brook Taylor 3 David Henry 4 David Blackhall 5 Anthony House
Chief Operating Officer Managing Director Deputy Managing Director Deputy Managing Director
Real Estate Asset Management Development
Brook Taylor has almost 20 years David Henry has over 30 years David Blackhall has 28 years Anthony House has over 23
of management experience, experience in real estate experience in the property, design years experience in both the
including eight years in Vietnam development. Previously was and construction sectors, with real estate development and
as a senior partner with major Director of Springfield Land Corp. the last 19 years in real estate construction management sectors,
accounting firms. Previously, Brook Pty Ltd, a member of MUR Group, fund and asset management. of which the past three years
was deputy managing partner of where he led development of He worked for 12 years with were spent working in Vietnam.
Deloitte in Vietnam and head of the 2,860ha Greater Springfield Deutsche Bank - RREEF Funds Prior to joining VinaCapital, he
the firm’s audit practice. He was township. He was executive board Management Ltd, one of worked for Watpac Limited, a
also managing partner of Andersen member of MUR Group for past Australia’s largest property fund leading publicly listed Australian
Vietnam and a senior audit partner 16 years. His professional experience managers. Prior to this he was company, specialising in property
at KPMG. Brook has expertise includes ten years with Australia’s involved in engineering design and development and construction.
spanning financial audits, internal Lend Lease Group, developing management of large-scale civil Mr. House’s development
audits, corporate finance, taxation, projects in Sydney, Brisbane and and structural power generation experience encompasses a
business planning and IT systems the Gold Coast. He worked on projects in Australia. David has range of retail, commercial
risk management. He has a B.A. Riverside Centre Brisbane, the five years property industry office and high-rise residential
in Commerce and Administration Anchorage Tweed Heads, State Bank experience in Hanoi and Ho Chi projects. Mr. House holds a Post
from Victoria University of Martin Place Sydney, QE 2 Hospital Minh City, Vietnam. He holds a Graduate Diploma in Project
Wellington, New Zealand, and is Brisbane, Holiday Inn Cairns, and Masters Degree in Design Science Management and a Bachelor
a member of the New Zealand Times Square Brisbane. David from the University of Sydney, of Applied Science degree in
Institute of Chartered Accountants. graduated with a first class honours Australia and is a Member of the Construction Management, both
Bachelor of Building degree from the Royal Institution of Chartered from the Queensland University of
University of New South Wales, and Surveyors (MRICS). Technology, Australia.
holds an AMDP (GSD Harvard).
11. VNL Annual Report 2010 11
Real estate investment environment
Economy
Vietnam’s Vietnam’s GDP grew by 5.3 percent in 2009, making it one of the
world’s fastest growing economies during a year of financial crisis in
urbanisation trend Europe and America. Resilient domestic consumption and effective
government stimulus policies helped Vietnam weather the storm,
and the rise of a while inflation fell to 6.5 percent from 23 percent in 2008.
middle-class keen on The pace of economic growth in Vietnam remained stable in the
first half of 2010, even as the government moved to curb inflation and
modern living space
the global economic recovery lost momentum. Monetary policy was
tightened in late 2009 and credit growth subsequently fell to
will fuel demand for
10.5 percent over the first half of 2010. Nonetheless, GDP growth
remained healthy at 6.2 percent annualised for H1 2010. With inflation
remaining moderate at under nine percent year-on-year, Vietnam’s
affordable, high-quality economy has proven resilient and analysts forecast GDP growth of seven
percent or higher in 2011. The trade deficit is less than 10 percent of
housing for years to exports, but currency stability remains a concern. The Vietnam dong was
devalued by 2.1 percent in August 2010, a move that aimed to forestall
come. foreign exchange pressure for the remainder of the year.
Real estate market snapshot
Residential sector Strong demand in the mid-range of the market,
with supply dependent on domestic developers’
access to construction financing.
Office sector Rents continue to soften across all grades
due to oversupply.
Retail sector Significant potential as both international and
domestic retailers keen to meet growing demand.
Hospitality sector Visitor numbers recovering, outlook is strong
given prospects of Vietnam tourism industry.
12. 12 VNL Annual Report 2010
Residential Office
The strength of Vietnam’s residential market is a key indicator of domestic Vietnam’s office market saw substantial new supply come online during the
demand. Construction and sales activity saw a marked turnaround from 2008, slowdown caused by the global financial crisis. Although absorption rates have
when projects were postponed or stalled due to the economic slowdown and started to recover, oversupply across all office grades will continue for the
the retreat of some international developers. Over the first half of 2010, the next several years. In 2011, Ho Chi Minh City and Hanoi will see a combined
total number of condominiums in Ho Chi Minh City and Hanoi had increased 500,000sq.m of additional office supply come on line which equates to about
48 percent over the same point a year prior. Ho Chi Minh City saw the addition 40% of total current stock. This is well in excess of the annual absorption rate of
of some 10,000 units, still below the estimated yearly demand for 40,000 200,000sq.m for both markets alone. The office market is likely to experience
new households. The UN ranked Vietnam second in urban population growth further challenges ahead as the market moves into a period of over-supply
among Southeast Asian countries over the past five years, with an urbanisation creating weakened demand that will have downward pressure on rents.
rate of 3.26 percent. Vietnam’s Ministry of Construction says the country needs
By the end of Q2 2010, Vietnam’s office market was affected by the impact
over 15 million sq.m of new housing each year to accommodate new urban
stemming from the global financial crisis and the amount of A to C Grade office
dwellers. Together with income growth and the rise of a middle-class keen
buildings being developed. The market remains in favor of tenants where
on modern living space, Vietnam’s urbanisation trend will fuel demand for
quality long-term tenancies have been negotiated for lower rents and rent
affordable and high-quality housing for years to come.
incentives have been provided by most local office landlords. Ho Chi Minh City
Buying patterns are changing, with end-users now predominant. Developers vacancy rates continued to increase across all grades. At Q2 2010, A Grade
are shifting from luxury and high-end products to more affordable and average rent in Ho Chi Minh City and Hanoi was USD37.5 and USD39.6 per
mid-range residences. CB Richard Ellis reports that 95 percent of new launches square meter respectively, showing drops of 47 percent and 26 percent from
in Ho Chi Minh City in 2009 were mid-range and affordable projects, versus the peak in 2008.
only 60 percent in 2008. High-end projects have struggled to sell, while sales
figures have been solid across the lower grades. It is evident that the market
Net Absorption, HCM City
has shifted to the growing demand among average Vietnamese for affordable,
Vacancy rate, HCM City
quality housing.
Net Absorption, Hanoi
Vacancy rate, Hanoi
Asking prices of residential apartments in HCM City, Q2 2010 Net absorption and vacancy rates, HCM City
USD/sq.m Net absorption (NLA sq.m) Vacancy rate (%)
6,000 Affordable 80,000 20
Mid-end
70,000
5,000 High-end
Luxury 60,000 15
4,000
50,000
3,000 40,000 10
2,000 30,000
20,000 5
1,000
10,000
0 0 0
2004 2005 2006 2007 2008 2009 2010 2004 2005 2006 2007 2008 2009 2010
Q2 Q2 Q2 Q2 Q2 Q2 Q2 Q2 Q2 Q2 Q2 Q2 Q2 Q2
13. VNL Annual Report 2010 13
Retail Hospitality
Vietnam’s retail market continues to offer excellent prospects, although The hospitality sector was heavily affected by the global financial crisis,
the lack of suitable retail premises has slowed the arrival of international with declines in occupancy and average room rates starting in mid-2008.
chains, and put upward pressure on retail rents. The slower than expected Over the first half of 2010, the market began to recover, as occupancy rates
roll-out of foreign brands is one reason Vietnam slipped from first place in at three, four and five-star hotels increased by 9.0, 23.3 and 14.5 percent,
A.T Kearney’s 2008 Global Retail Development Index, to eleventh place in year-on-year, respectively. Vietnam welcomed 2.5 million international
2010. The Index tracks the retail investment attractiveness of 30 emerging guests in the first six months of 2010, a 32.6 percent year-on-year increase.
markets. Visits from China increased by 92.5 percent. The Vietnam National
Administration of Tourism forecasts 4.5 million total visitors in 2010,
The fundamentals of the market remain strong, however. Over the first half
a 20 percent increase over 2009.
of 2010, retail sales saw a real growth rate of 16.4 percent year-on-year,
eight percent higher than the same period in 2009. The mid- to long-term Despite the recovery in international arrivals and domestic travel, however,
outlook for this sector is very positive, given the large, young population additional supply will continue to put pressure on occupancy and room
and rising disposable incomes, coupled with a low base of modern rates. In fact, average room rates in HCM City for three, four and five-star
shopping facilities. Demand for prime retail space remains high, with many hotels fell by 25.0, 7.9 and 10.1 percent year-on-year, respectively, over the
international retailers keen to either enter the market or to expand their first half of 2010. Over the long term, however, the outlook remains strong
current portfolios. Domestic retailers are also expanding their operations as Vietnam increasingly becomes a major travel destination for tourists from
to capitalise on the growing market. Fashion, lifestyle and F&B retailers around the world.
continue to lead the way, as expected in an emerging market. CBD rents
have risen as a result of the limited supply of prime shopping destinations
in the inner city areas of Ho Chi Minh City and Hanoi. In these two cities,
CBD retail rents have increased from USD76 to USD123 per sq.m per month,
while average rents in outlying areas have declined slightly.
Retail rates in select Asian cities
USD/sq.m
350
300
250
200
150
100
50
0
HCM City Hanoi Bangkok Manila Kuala Lumpur Singapore
14. 14 VNL Annual Report 2010
Outlook
The office sector will continue to struggle
in the short term, and developers would
be wise to secure anchor tenants before
starting new projects. The short-term
prospects for the hospitality market are
also challenging, although longer term
the market potential remains strong, with
Vietnam expected to be among the world’s
top ten tourism destinations in the coming
decade. Retail facilities are expected to see
substantial growth and development in the
coming years, and the residential sector
will remain in focus as developers compete
to offer compelling mid-range offerings
that blend affordability and high quality.
Vietnam’s expected high economic growth
rate and political stability will sustain it as
one of Asia’s best long-term real estate
investment opportunities.
16. 16 VNL Annual Report 2010
Portfolio performance
VNL has the VinaLand Limited (VNL) during the year ending
30 June 2010 made significant progress with
distributed to investors in the form of a tender
for shares. It is anticipated that this policy will
largest residential
the development of several top holdings in its greatly reduce the discount during FY2011.
portfolio, particularly residential resort and
township developments. The sales of villas and VNL also continued to benefit from the strong
project pipeline apartments recorded during the year were
an extremely positive indicator of the fund’s
ongoing demand for newly built residential
housing, a hallmark of Vietnam’s growing middle
of any domestic investment and return prospects over the
coming years.
class and rising urbanisation. This long-term
trend plays perfectly into VNL’s investment
or foreign real
strategy, which has focused on acquiring
VNL at the end of June 2010 had an NAV of township sites in prime suburban locations,
USD682 million, or USD1.36 per share. This was along with select city-centre locations for
estate developer an increase of 3.2 percent from the end of June
2009, when VNL had an NAV of USD660 million,
high-end, mixed-use developments. Many
of these sites are already under construction.
in Vietnam. or USD1.32 per share. The share price at the end
of June 2010 was USD0.77, up 11.6 percent from
VNL is positioned to bring over 10,000 villas and
townhouses, and an equal number of apartment
USD0.69 at the end of June 2009. Despite this units, to market over the next five years. No
improvement, the discount at 30 June remained foreign or domestic real estate developer or
significant at 43.4 percent, a disappointing result fund has a residential pipeline that compares.
given the comparatively strong performance of
the fund over the year. Financing the construction of the residential and
mixed-use assets will be an important driver
The discount first emerged in mid-2008, and has of progress for the fund. At 30 June 2010, VNL
persisted until now. Addressing the discount and had secured USD197 million in project financing
increasing shareholder value is the manager’s from domestic banks, with several more loan
top concern, and an announcement related to agreements in the final stages of negotiation.
the fund’s distribution policy was issued after VNL is supported by an in-house development
the period ended, in late October 2010. The team that has a strong project delivery track
policy will see 50 percent of cash generated record, boding well for further rounds of
from divestments, after taxes and expenses, financing applications.
17. VNL Annual Report 2010 17
Beyond the residential market, VNL is also 25-26 assets in the portfolio, and proceed with (which consists of staged payments). The VNL
well-positioned in other sectors. The fund development on all these assets. strategy is to divest mature projects, develop
holds eight retail assets spread across Hanoi, and sell residential holdings, and move forward
Danang, Nha Trang and Ho Chi Minh City, and FY2010 saw four construction starts, and with retail and office projects only when anchor
negotiations with anchor tenants are underway FY2011 will see construction commence on five tenant leases are in place. The assets VNL holds
at four of these projects. It is expected that additional assets, including Times Square Hanoi, are perfect for this strategy, and the fund moves
2011 will see construction commence at four Norman Estates at the Danang Beach Resort, into 2011 with solid growth prospects.
of these projects. and VinaSquare Tower, HUD, and Thang Loi in
Ho Chi Minh City.
Performance summary
In hospitality, VNL continues to hold Vietnam’s
top portfolio of operating hotels. The year VNL during the year benefited from the FY2010 FY2009
saw the opening of the Sheraton Nha Trang establishment of VinaProjects, a project and
NAV p.s. 1.36 1.32
Hotel and Spa, the first five-star international construction management joint venture with
inProjects of Hong Kong. VinaProjects will Change on previous year 3.2% (18%)
flag along Vietnam’s coast. Shortly after the
further strengthen project delivery, providing Share price 0.77 0.69
financial year ended, the Movenpick Hotel
Saigon re-opened after a substantial renovation. the most cost-effective support for VinaCapital’s Change on previous year 11.6% (43.4%)
The hospitality market in Vietnam continues to in-house real estate development team. Premium/(discount) to NAV 43.4% 47.7%
recover after the 2008-09 slowdown, with Outlook Number of projects 38 47
2010 revenue and gross operating profit of Vietnam’s macro economy is expected to be
the VNL-owned hotels up an estimated 28.5 stable in the second half of 2010, with GDP Portfolio by geographic region (% NAV)
and 27.7 percent, respectively, over 2009. growth topping seven percent in 2011.
FY2010 FY2009
VNL has now divested full or partial stakes in Liquidity should gradually increase as the cost
of debt declines, which will support the real Hanoi 13% 19%
13 projects, generating total proceeds of
USD324.7 million on acquisition costs of estate market in general. VNL has a pipeline Central Vietnam 25% 25%
USD163.6 million. VNL exited several mature that includes over 4,000 new residential HCM City and region 62% 56%
assets in FY2010, and will look to dispose or find units to bring to market in 2011, most being
co-investors on an estimated eight additional mid-range offerings. These holdings depend
assets in 2011-12. The business plan, agreed by less on acquiring financing, as construction is
the VNL Board of Directors, is to hold typically financed via the end-user sales process
18. 18 VNL Annual Report 2010
VNL Portfolio by sector (end June 2010)
100%
Township/large-scale 37% 31% Township/large-scale
16% Mixed use/retail
Mixed use/retail 18%
24% Residential
Residential 24%
6% Office
Office 5%
Hospitality 16% 23% Hospitality
USD682 million USD660 million
FY2010 FY2009
NAV vs share price performance
2.0
1.5
1.36
NAV per share
1.0
0.77
Share price
0.5
0.0
Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun
06 06 06 06 07 07 07 07 08 08 08 08 09 09 09 09 10 10
19. VNL Annual Report 2010 19
Development progress
Construction in
Completion in 2009-2010 Construction in 2010
2011 (estimate)
Projects Location Refurbishment Construction On-going Start Start
Movenpick Hotel Hanoi Hanoi 2009
Movenpick Hotel Saigon HCM City 2010
Mercure La Gare Hanoi Hotel Hanoi 2009
Sheraton Nha Trang Hotel and Spa Nha Trang 2010
Ocean Villas (Danang Beach Resort) Danang
The Garland HCM City
Azura (Danang WTC) Danang
The Dunes Residences (Danang Beach Resort) Danang
The Ceana Hoi An Hoi An
Dai Phuoc Lotus Township HCM City
My Gia Township Nha Trang
VinaSquare Tower HCM City
Green Park Estate (Thang Loi) HCM City
HUD HCM City
Times Square Hanoi Hanoi
Norman Estates (Danang Beach Resort) Danang
20. 20 VNL Annual Report 2010
Project capital structure
Debt to equity ratio of VNL projects
Debt to equity ratio
(% debt)
Danang Beach Resort 37%
WTC Danang 17%
My Gia Nha Trang 28%
The Garland 67%
Long Truong 70%
Hospitality portfolio 66%*
VNL carries no debt at the fund level, and project level debt is Top ten holdings at 30 June 2010
conservative.
NAV %
The highest level of debt is in the operating hotels, where the Danang Beach Resort 10.0%
Movenpick Hanoi and Saigon hotels were recently renovated, and Century 21 9.5%
the four-star Mercure Hanoi La Gare and five-star Sheraton Nha Dai Phuoc Lotus Township 9.0%
Trang Hotel and Spa completed construction and opened in 2009
Pavilion Square 7.0%
and 2010, respectively.
My Gia Nha Trang 6.0%
* Total 14 assets, including five operating hotels.
VinaSquare Tower 5.0%
Times Square Hanoi 4.3%
Aqua City (Long Hung) 4.0%
Fideco Binh Duong 3.5%
Mövenpick Hotel Saigon 3.0%
21. VNL Annual Report 2010 21
Top holdings by region
Hanoi
Hanoi
Type Status
Times Square Hanoi Mixed use Investment licence
Movenpick Hotel Hanoi Hospitality Operating asset
Mercure La Gare Hanoi Hotel Hospitality Operating asset
Danang
Type Status
World Trade Center Danang Mixed use Sales underway
Danang Beach Resort Township Sales underway
Danang Ceana Hoi An Villas and Hotel Mixed use Under construction
Nha Trang
Type Status
Sheraton Nha Trang Hotel and Spa Hospitality Operating asset
Nha Trang
My Gia Nha Trang Township Sales underway
Ho Chi Minh
Type Status
Dai Phuoc Lotus Township Sales underway
Century 21 Residential Under construction
Ho Chi Minh VinaSquare Tower Mixed use Investment licence
Pavilion Square Mixed use Investment licence
The Garland Villas Residential Sales underway
Movenpick Hotel Saigon Hospitality Operating asset
22. 22 VNL Annual Report 2010
VNL owns five
operating hotels
and has reached the
construction and sales
phase on numerous
residential sites in
central Vietnam and
the Ho Chi Minh City
region.
24. 24 VNL Annual Report 2010
Featured investments
My Gia Nha Trang Movenpick Hotel Saigon
My Gia is a 158-hectare township site strategically positioned between The Movenpick Hotel Saigon re-opened in August 2010 after a
the mountains and the famous beaches of Nha Trang, one of the most complete renovation that included a redesign of the lobby and
popular coastal tourist destinations in central Vietnam. The township 278 guestrooms, five new interiors for the hotel’s restaurants,
will offer a complete community of luxury villas, townhouses, a semi-open bar near the third floor pool, and a new rear entrance
apartments, hospital, international school, retail centre and framed by a massive Cay Da (Banyan) tree. The renovation follows
entertainment facilities. A display village is now under construction. VNL’s strategy of acquiring under-performing hotel assets in prime
Phase 1 and 2 sales of land lots launched in November 2010, locations and renovating and re-branding them under international
with 80 percent of the 1,400 land lots available reserved for sale. flags. VNL holds a 52.5 percent stake in the Movenpick Hotel Saigon.
VNL holds a 53.25 percent stake in My Gia Nha Trang.
Type Mixed-use township. Type Five-star hotel.
Location Nha Trang, central Vietnam. Location Ho Chi Minh City (near Tan Son Nhat airport).
Details 88ha of residential lots, plus school, hospital, Details 278 keys; five food and beverage outlets,
retail, sports and recreation facilities and five function rooms, swimming pool, fitness centre,
administrative offices. spa and e-gaming club.
Status Sale of cleared land lots underway. Status Operating asset, newly renovated.
25. VNL Annual Report 2010 25
Ceana Villas and Hotel Danang Beach Resort
The Ceana Villas and boutique hotel project is a 100% VNL-owned The 260-hectare Danang Beach Resort is Vietnam’s first truly integrated
asset on an 8.6ha site on the beach in Hoi An, central Vietnam. luxury beachfront resort. The resort has pioneered the second-home market
The revised master plan comprises an 82-key boutique hotel and in Vietnam, with sales of The Ocean Villas, the first residential component,
31 villas for sale. Each of the three- to five-bedroom villas, including successfully launched to entirely domestic buyers. The Dunes golf course,
eight beachfront units, will be serviced by the hotel operator. designed by golf legend Greg Norman, is now open for play and garnering
Preliminary site infrastructure is completed and construction of the praise as Vietnam’s top championship-level course. Upcoming residential
villa foundations is now underway. Marketing efforts will begin once components to launch in 2011 include the Norman Estates and Dunes
foundations are complete and target buyers looking to pre-purchase Residences. The Danang Beach Resort, when fully complete, will set the
villas off-plan. Loan negotiations are underway with two banks for standard for Vietnam’s fast-growing hospitality industry. At 30 September
complete financing of the villas and hotel construction. 2010, total villa and condominium sales and reservations at the Danang
Beach Resort stood at USD68 million. VNL holds a 75 percent stake in the
Danang Beach Resort, with VOF holding 25 percent.
Type Mixed-use residential and hospitality. Type Mixed-use integrated resort.
Location Hoi An, central Vietnam. Location Danang, central Vietnam.
Details 31 villas for sale; 82-key boutique hotel. Details Phase 1 components include: The Dunes Golf Course
Status Villa foundations under construction, marketing (18-hole championship course, now open); 115 detached villas
and sales to begin in early 2011. (The Ocean Villas); 132 beach condominiums (The Cham);
15 detached golf course villas (The Dunes Residences);
37 branded golf course and oceanfront villas (The Norman
Estates); Five-star hotel; The Ocean Villa beach club.
Status Under construction, with the first golf course operational
and over 80 villas built and handed over to owners.
26. 26 VNL Annual Report 2010
Dai Phuoc Lotus Green Park Estate (Thang Loi)
Dai Phuoc Lotus is a unique resort-style township project covering The Green Park Estate project (formerly called Thang Loi) development
200 hectares on an island of 400 hectares in a branch of the Saigon in Ho Chi Minh City is a 26.7 hectare site on a major road link to
River. The island township is located in Dong Nai Province, between the Cambodian border and the TransAsia Expressway. The project
Ho Chi Minh City and the future Long Thanh International Airport. enjoys a high land value as it is located along a planned MRT line
Construction of several model villas is underway. A total of 332 villas that will connect the site to the central business district. In addition
have been launched to date, with 233 sales contracts and reservations to residential villas and apartments, warehouse retail will supply
signed as of 30 September 2010. VNL holds a 54 percent stake in neighbouring townships, the city centre and even Cambodia. Green
Dai Phuoc Lotus. Park Estate will be also be a major destination for recreation, as areas
under aviation height constraints will be used for sport facilities and
parks. The residential sections of the development will comprise 1,250
units, with construction of villas to start in Q4 2011, and construction
of the retail components to begin by Q3 2012. VNL holds a 49 percent
stake in Green Park Estate.
Type Mixed-use.
Type Mixed-use township. Location Ho Chi Minh City.
Location Dong Nai Province, near Ho Chi Minh City. Details 26.7ha plot with total approved GFA of 342,377sq.m.
Details 200ha comprising residences, retail, golf course, Status Investment licence received, 1:500 master
schools, medical facilities, hotels, parkland plan submitted.
and sports facilities.
Status Sales underway for Phase 1 villas, covering 20ha.
27. VNL Annual Report 2010 27
Times Square Hanoi Mercure Hanoi La Gare
Times Square is a landmark four-hectare mixed-use project in the The Mercure Hanoi La Gare opened in September 2009 after
new suburban area of My Dinh, in western Hanoi. The site is in a a complete top-to-bottom renovation and rebranding under
prime location next to Hanoi’s most popular retail hypermarket, Accor’s well-regarded four-star boutique flag. The acquisition of this
Big C, and across from the National Convention Centre. Times Square city-centre property followed VNL’s strategy of targeting domestic
has a distinctive integrated retail podium and high-rise office, hotel business travel and mid-range tourism - which proved timely given
and serviced apartment components. Preparatory work on the site is the travel downtrend that took hold in 2008. The Mercure has
underway, with the first phase comprising a 30,300sq.m GFA office garnered strong operating results since opening, with occupancy
tower, 20,000sq.m GLA retail podium, and 33,200sq.m GFA serviced and room rates above the average for four-star hotels in Hanoi.
apartment. VNL holds a 65 percent stake in this project. VNL holds a 100 percent stake in the Mercure Hanoi La Gare.
Type Mixed-use urban landmark. Type Four-star boutique hotel.
Location My Dinh, Hanoi. Location Hanoi CBD.
Details 40,000sq.m land area, with total approved GFA Details 102 keys; food and beverage outlets, conference
of 351,140sq.m comprised of retail, office, hotel room and fitness centre.
and serviced apartment components. Status Operating asset, with 68.8% occupancy and USD70.7
Status Investment licence received, construction to average room rate for 2010 to September.
start Q1 2011.
28. 28 VNL Annual Report 2010
Board of Directors
Nicholas Brooke Horst F. Geicke Don Lam
Chairman Director Director
Mr. Brooke is the Chairman of Professional Property Horst F. Geicke is one of VinaCapital Group’s Don Lam is a founding partner of VinaCapital
Services Limited, a Hong Kong-based real estate three founding partners. He has resided in Group, with over 15 years experience in
consultancy that provides a select range of advisory Asia for almost 30 years and has over 25 years Vietnam. He has overseen the Group’s growth
services across the Asia Pacific Region. Mr. Brooke of operating and investing experience in the from manager of a single USD10 million fund
is a former President of the Royal Institution of region, having made several financial and in 2003 into a full-featured investment firm
Chartered Surveyors and was the first overseas strategic investments in Vietnam, including the managing numerous listed and unlisted funds,
surveyor to be accorded that honour. Mr. Brooke is establishment of a manufacturing plant for his and offering a complete range of corporate
a recognised authority on land administration and family business. Mr. Geicke also co-founded finance and real estate advisory services. Before
planning matters and has provided advice in these Pacific Alliance Group, a fund management group founding VinaCapital, Mr. Lam was a partner
areas to several Asian governments as well as the US in Hong Kong. Mr. Geicke is the President of the at PricewaterhouseCoopers (Vietnam), where
State Department. He is also a Justice of the Peace, European Chamber of Commerce in Hong Kong he led the Corporate Finance and Management
and a former Deputy Chairman of the Hong Kong and was previously the President of the German Consulting practices throughout the Indochina
Town Planning Board and a former member of the Chamber of Commerce in Hong Kong. He is the region. Mr. Lam has also held management
Hong Kong Housing Authority. Mr. Brooke also sits as chairman or board member of numerous public positions at Deutsche Bank and Coopers &
a Non-executive Director on the Boards of a number and private companies. Mr. Geicke has a Masters Lybrand in Vietnam and Canada. He has a degree
of public companies including Shanghai Forte Land degree in Economics and Business Law from the in Commerce and Political Science from the
Company Limited, one of China’s largest residential University of Hamburg, Germany. University of Toronto, and is a member of the
developers and Majid Al Futtaim Investments, one Institute of Chartered Accountants of Canada.
of Middle East’s leading shopping centre developers. He is a Certified Public Accountant and holds a
Mr. Brooke has a degree in Estate Management and Securities Licence in Vietnam.
a Post Graduate Diploma in Business Administration
from the University of London.
29. VNL Annual Report 2010 29
Robert A. E. Gordon Michael Arnold Nicholas Allen
Director Director Director
Robert Gordon was British Ambassador to Mr. Arnold is a senior executive with over forty Nicholas Charles Allen is an independent
Vietnam from 2003-2007 and to Burma years experience in the property industry, including non-executive director of CLP Holdings Ltd, Lenovo
from 1995-1999. He was head of the Foreign over thirty years in Asia. He retired as an Executive Group Ltd, and Hysan Development Company Ltd.
and Commonwealth Office’s Southeast Asia Director of Hongkong Land in 2002 and is currently He is chairman or member of the audit committee
Department in London from 1999-2003. He joined Managing Director of Arnco Ltd, which provides for all three companies. Mr. Allen joined Coopers &
the British Diplomatic Service in 1973 and served an advisory service to the property industry in Asia Lybrand in 1977, coming to Hong Kong with that firm
in Poland, Chile and France. After retiring from the and the Middle East. Mr. Arnold sits on the boards in 1983. In 1998 Coopers & Lybrand merged to form
FCO in April 2008, he now advises a number of of a number of companies including The Link, as PricewaterhouseCoopers, and Mr. Allen worked
companies and organisations on issues concerning an Independent Non Executive Director, and The at PwC until his retirement in 2007. During his 24
Southeast Asia. He also provides expert advice to Business Environment Council, as a Non Executive years with PwC in Hong Kong, Mr. Allen was the
several UK law firms, as well as lecturing at the Director. During his career with Hongkong Land, partner-in-charge of the Consumer and Industrial
University of Strasbourg. Mr. Gordon was Mr. Arnold was responsible for all project Products Group, the Corporate Finance and Recovery
awarded an OBE in 1983 and a CMG in 1999. developments in Hong Kong and Asia, spanning Practice division, and the Hong Kong and China
He was born in Trieste, Italy and educated at from Australia to Southeast Asia and China. Assurance Practice. He is a fellow of the Chartered
King’s School Canterbury and graduated from Mr. Arnold is a Fellow of the Hong Kong Institute Accountants in England and Wales and a member
Magdalene College, Oxford in 1973 with a BA of Surveyors and an Associate of the Royal Institute of the Hong Kong Institute of Certified Public
(later MA) in Modern Languages. of Chartered Surveyors. Accountants. Mr. Allen has a B.A. from Manchester
University in the United Kingdom.
30. 30 VNL Annual Report 2010
Report of the Board of Directors
The Board of Directors submits its report together The Board of Directors do not recommend
with the consolidated financial statements the payment of dividend for the year ended
of VinaLand Limited (“the Company”) and its 30 June 2010 (30 June 2009: USD nil).
subsidiaries (together “the Group”) for the year
ended 30 June 2010 (“the year”). Board of Directors
The members of the Board of Directors of the
The Group Company during the year and to the date of this
VinaLand Limited is incorporated in the Cayman report are as follows:
Islands as a company with limited liability. The
registered office of the Company is PO Box 309GT, Name Position Appointed on
Ugland House, South Church Street, George Town, Nicholas Brooke Chairman 13 January 2006
Grand Cayman, Cayman Islands. Horst Geicke Director 31 August 2005
Don Lam Director 13 January 2006
Particulars of the Group’s principal subsidiaries
and associates are set out in Note 7 and Note 13. Robert Gordon Director 16 February 2009
Michael Arnold Director 17 March 2009
Principal activities Nicholas Allen Director 29 June 2010
The Company’s primary objective is to focus on
key growth segments within Vietnam’s emerging
real estate market, namely residential, office, On 12 March 2010 Mr. Nicholas Brooke replaced
retail, industrial and leisure projects in Vietnam Mr. Horst Geicke as Chairman of the Board of
and the surrounding countries in Asia to provide Directors.
shareholders with an attractive level of income Auditors
and capital growth, from investing in a diversified
The Group’s auditors, Grant Thornton Cayman
portfolio of mainly property investments.
Islands, with the assistance of Grant Thornton
The principal activities of the subsidiaries are Vietnam Ltd., have expressed their willingness
property investment and hospitality management. to accept reappointment.
Results and dividend Subsequent events after the reporting date
The results of the Group for the year ended Other than the matter outlined in Note 20, there
30 June 2010 and the state of its affairs as at were no material events after the reporting date
that date are set out in the consolidated financial that has a bearing on the understanding of these
statements on pages 38 to 88. consolidated financial statements.
31. VNL Annual Report 2010 31
Directors’ interest in the Company view of the financial position of the Group as at The Board of Directors is also responsible for
As at 30 June 2010, the interests of the directors 30 June 2010 and of the results of its operations safeguarding the assets of the Group and hence
in the shares, underlying shares and debentures of and its cash flows for the year ended on that for taking reasonable steps for the prevention and
the Company are as follows: date. When preparing the consolidated financial detection of fraud and other irregularities.
statements, the Board of Directors is required to:
The Board of Directors confirms that the Group
No. of shares Approximate
i. adopt appropriate accounting policies which has complied with the above requirements in
% of direct
are supported by reasonable and prudent preparing the consolidated financial statements.
and indirect
judgements and estimates and then apply
Direct Indirect holding Statement by the Board of Directors
them consistently;
Horst Geicke 2,750,000 184,979 0.59% ii. comply with the disclosure requirements of In the opinion of the Board of Directors, the
Don Lam 2,457,250 122,649 0.52% International Financial Reporting Standards accompanying Consolidated Statement of Financial
or, if there have been any departures in the Position, Consolidated Statement of Changes
Nicholas Brooke 150,000 - 0.03% in Equity, Consolidated Statement of Income,
interest of true and fair presentation, ensure
Subsequent to the reporting date, Mr. Michael that these have been appropriately disclosed, Consolidated Statement of Comprehensive
Arnold and Mr. Nicholas Allen purchased 64,500 explained and quantified in the consolidated Income, Consolidated Statement of Cash Flows,
and 95,627 ordinary shares bringing their total financial statements; together with the notes thereto, have been
shareholdings to 0.01% and 0.02% respectively. properly drawn up and give a true and fair view of
iii. maintain adequate accounting records and an the financial position of the Group as at 30 June
effective system of internal control; 2010 and the results of its operations and its cash
Subsequent to the reporting date, the Investment
Manager of the Group, VinaCapital Investment iv. prepare the consolidated financial statements flows for the year then ended in accordance with
Management Limited, purchased 660,000 shares on a going concern basis unless it is International Financial Reporting Standards.
on the open market representing 0.13% interest inappropriate to assume that the Group will
in the Group. As Mr. Don Lam and Mr. Horst continue its operations in the foreseeable On behalf of the Board of Directors
Geicke are shareholders in this company, future; and
their shareholdings consequently increased v. control and direct effectively the Group in
to 0.56% and 0.65% respectively. all material decisions affecting its operations
and performance and ascertain that such
Board of Directors’ responsibility in respect of decisions and/or instructions have been Nicholas Brooke
the consolidated financial statements properly reflected in the consolidated financial Chairman
The Board of Directors is responsible for ensuring statements. Hong Kong, SAR China
that the consolidated financial statements are 17 December 2010
properly drawn up so as to give a true and fair
32. 32 VNL Annual Report 2010
Governance report
VNL 2010 Corporate Governance Report The members of the Board of Directors
On behalf of the Board, I am pleased to report At the date of this report, the Board is comprised of four independent non-executive
on the activities of the Board and its Committees Directors, including the Chairman, and two non-independent Directors. This is in
during the 2010 financial year. VinaLand Limited line with the Combined Code recommendations that at least half the Board are
(’VNL’ or ‘the Company’) is a Cayman Island independent non-executive Directors. The independent non-executive Directors have
company established in 2006 and traded on the all declared that they were, and continue to be, independent from the Company, the
AIM Market of the London Stock Exchange. manager and any of its managed vehicles.
The Board is committed to meeting the highest At the end of the financial year, the annual aggregate director fees amounted to
standards of corporate governance. The ultimate USD120,000.
aim of the corporate governance programme is
to protect shareholders’ and other stakeholders. Current Board Members Independence to the Exec/Non-exec Director
In order to achieve this, the Company has created Company
a clear and effective structure for responsibility Nicholas Brooke Yes Non-executive
and governance. Robert Gordon Yes Non-executive
The responsibility of the Board and its committees Michael Arnold Yes Non-executive
is set out in Part 2 of the Company’s Articles of Nicholas Allen Yes Non-executive
Association. Over time, these responsibilities have Don Lam No* Non-executive
been further refined and clarified, as presented in Horst Geicke No** Non-executive
this report.
* Mr. Don Lam is an executive of the Manager, VinaCapital Investment Management Ltd and a director of
Compliance to AIM Rules and Corporate Governance VinaCapital Group Ltd
best practice ** Mr. Horst Geicke is the Chairman of VinaCapital Group Ltd
The Company complied with the AIM rules and
regulations. Furthermore the Company uses as
guidelines other relevant best practice corporate
governance frameworks, such as the UK Combined
Code on Corporate Governance (‘the Combined
Code’) and the Association of Investment
Companies Code of Corporate Governance (‘the
AIC Code’), which adapts the Combined Code
specifically for investment companies.
33. VNL Annual Report 2010 33
Organisation of corporate governance
Shareholders
Audit committee Investment committee The Board provides strategic
direction and has an oversight
Board of Directors role over the investment manager
Nomination/Remuneration/ to ensure that shareholder
Valuation committee Management evaluation committee returns are maximised.
Investment teams Reporting and accounting
The investment manager executes
Corporate
Investment manager Treasury
the Board’s strategic direction
communications/
within the agreed framework of
Investor relations
reward, incentive and control.
Legal Risk and compliance
Reporting and accounting
The investment manager cascades
Business development Operating unit
down and apply the framework to
Country, branch office
all investment vehicles.
Risk
34. 34 VNL Annual Report 2010
The responsibility of the Board of Directors
The Board is responsible for managing the Company on behalf of its shareholders. In order to create and deliver
sustainable shareholder value, the Board established the objectives and policies of the Company, and ensured throughout
the year that the overall strategic direction was delivered within the agreed framework of reward, incentive and control.
Certain responsibilities of the Board are delegated to Board Committees to assist the Board in carrying out its functions
and to ensure independent oversight of internal control and risk management. Each Board committee’s terms of
reference endeavoured to follow the model terms of reference from the Institute of Chartered Secretaries and
Administrators (ICSA). The committee’s terms of reference set out the committee administration requirements, duties and
responsibilities of specific areas. The Committee Chairman reports to the Board on matters discussed and any proposals
requiring decision making.
The Board has held four scheduled Board meetings during the year, and used a structured agenda to ensure all key areas
are reviewed over the course of the year.
Summary of the members’ attendance and fees paid are shown below.
Attendance (2)
Current Audit Valuation RNME Board AC VC RNME Total
Board Member Elected Board Committee Committee Committee meetings meetings meetings meetings Fee
Position (AC) (VC) (RNME) (4) (4) (4) (1) USD
Nicholas Brooke 2006 Chairman Member Member Member 4/4 4/4 4/4 2/2 40,000
Robert Gordon 2009 Member Member - Chairman 4/4 4/4 - 2/2 40,000
Michael Arnold 2009 Member - Chairman Member 4/4 - 4/4 2/2 40,000
Nicholas Allen(1) 2010 - Chairman - Member 1/1 1/1 - 1/1 -
Don Lam 2006 Member - - - 4/4 - - - -
Horst Geicke 2006 Member - - - 4/4 - - - -
Total 120,000
(1) Nicholas Allen was appointed to the Board and Committees in June 2010.
(2) Attendances of Board and Committee are from July 2009 to June 2010.
35. VNL Annual Report 2010 35
Board Delegated Committees • Determined and agreed the framework for the day-to-day management of the Company’s
the remuneration of the Board and Committee investment portfolio including the acquisition,
Audit Committee
members; monitoring and disposal of assets in line with
The committee monitored the effectiveness of
the strategy adopted by the Board. For further
internal controls, internal audit activities, the risk • Reviewed the structure, size and composition
information of the investment manager please
management system and financial reporting. (skill, knowledge and experience) of the Board
refer to the AIM admission document.
The committee’s terms of reference are based and recommended changes if necessary;
on The Smith Guidance recommended in the Internal Controls and Risk Management
• Evaluated the performance of the Company’s
Code. The committee was also kept informed In 2009, the Board endeavoured to adopt The
key third-party service providers, this including
of the annual audit and bi-annual review of the Turnbull Guidance as recommended by the Code
the investment manager, nominated advisor,
Company’s financial statements. It assessed the for internal controls and risk management. Thus
company secretary, corporate broker, custodian
external auditor’s independence and approved the internal audit function was introduced to
and administrator;
any non-audit services provided by the external the Company in the third quarter of 2009, as
auditor. The committee also evaluated the • Reviewed and evaluated the Committee’s own the Board and investment manager sought to
performance of both the internal and external performance, duties and responsibilities and strengthen the internal control process to meet
auditors following each audit cycle. At each Board concluded that it and its members are effective. the Company’s needs. The Board appointed
meeting, the committee’s Chairman presented the PricewaterhouseCoopers (PwC) Vietnam as the
The committee’s Chairman reported the
committee’s findings and proposals to the Board. internal auditor at the time. The internal audit
committee’s findings and proposals to the Board
The committee met four times during the year work was performed based on an internal audit
for approval.
(three times in person and once by telephone call). plan determined and in agreement with the Audit
Investment Committee Committee. The internal auditor participated in all
Valuation Committee
The committee met many times during the year audit committee meetings. The audit committee
The committee ensured the investment manager
to consider and approve real estate projects that has decided to continue to outsource the internal
valuation process and policies are consistent,
the Investment Manager felt were suitable for audit function and to reappoint PwC as the internal
transparent and valuation results are determined
investment by VNL. The committee is comprised auditor for 2011.
on an appropriate basis. The committee
of individuals with financial and business
Chairman presented the committee’s findings and Sincerely,
backgrounds combined with extensive hands-on
recommendations to the Board for final decisions on
local experience. The current committee members
all valuations. The committee met four times during
include Nicholas Brooke, Horst Geicke, Don Lam
the year.
and David Henry. ___________________________________________
Remuneration/ Nomination/ Management
Investment Manager Nicholas Brooke
Engagement/ Evaluation Committee
VNL has given VinaCapital, the investment Chairman
The committee met twice during the year and
manager, overall responsibility for conducting VinaLand Limited
performed multiple roles. The committee:
36. 36 VNL Annual Report 2010
Independent Auditors’ report
To the Shareholders of VinaLand Limited Auditors’ responsibility statements in order to design audit procedures
Our responsibility is to express an opinion on that are appropriate in the circumstances, but not
Introduction for the purpose of expressing an opinion on the
these consolidated financial statements based on
We have audited the accompanying consolidated our audit. We conducted our audit in accordance effectiveness of the entity’s internal control. An
financial statements of VinaLand Limited and its with International Standards on Auditing. Those audit also includes evaluating the appropriateness
subsidiaries (“the Group”) which are comprised of standards require that we comply with ethical of accounting policies used and the reasonableness
the Consolidated Statement of Financial Position as requirements and plan and perform the audit to of accounting estimates made by management, as
of 30 June 2010, and the Consolidated Statement obtain reasonable assurance that the consolidated well as evaluating the overall presentation of the
of Changes in Equity, Consolidated Statement of financial statements are free from material financial statements.
Income, Consolidated Statement of Comprehensive misstatement.
Income and Consolidated Statement of Cash We believe that the audit evidence we have
Flows for the year then ended, and a summary This report, including the opinion, has been obtained is sufficient and appropriate to provide
of significant accounting policies and other prepared for and only for the shareholders. We a basis for our audit opinion.
explanatory notes from page 38 to page 88. do not, in giving this opinion, accept or assume
Opinion
responsibility for any other purpose or to any other
Management’s responsibility for the consolidated In our opinion, the consolidated financial
person to whom this report is shown or into whose
financial statements statements give a true and fair view of the financial
hands it may come save where expressly agreed by
Management is responsible for the preparation position of VinaLand Limited and its subsidiaries
our prior consent in writing.
and fair presentation of these consolidated as of 30 June 2010, and of its financial performance
financial statements in accordance with Basis of opinion and its cash flows for the year then ended in
International Financial Reporting Standards. This An audit involves performing procedures to obtain accordance with International Financial Reporting
responsibility includes: designing, implementing audit evidence about the amounts and disclosures Standards.
and maintaining internal controls relevant to the in the financial statements. The procedures selected
preparation and fair presentation of consolidated depend upon the auditor’s judgment, including the
financial statements that are free from material assessment of the risks of material misstatement of
misstatement, whether due to fraud or error; the financial statements, whether due to fraud or
selecting and applying appropriate accounting error. In making those risk assessments, the auditor GRANT THORNTON
policies; and making accounting estimates that are considers internal controls relevant to the entity’s Grand Cayman, Cayman Islands
reasonable in the circumstances. preparation and fair presentation of the financial 17 December 2010
