Vincom Retail Annual Report 2018 en Interactive

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CONTENTS

Vincom Retail 2018 and

01
CHAPTER

Message from the Board of Directors


Vision, Mission and Core Values 08

2018 At a Glance 10

2018 Highlights 12

Message from the Board of Directors 16

Corporate

04
CHAPTER
Financial and Operational Highlights 2014 – 2018 18

Governance
64 Vincom Retail Governance Structure

64 Report of the Board of Directors

66 Report of the Supervisory Board

About

02
CHAPTER 66 Governance Report

Vincom Retail
67 Internal Audit Report

67 Risk Management

68 Share Price Information and Investor Relations


Corporate Profile 22

Corporate Milestones 24

Businesses 26

Sustainable

05
Corporate Structure 30
CHAPTER
Board of Directors

Management
31

34
Development
Supervisory Board 36 75 Vincom Retail’s Vision for Sustainability

Business Strategy 38 75 2018 Sustainability Report

76 Sustainable Development Strategy

Management Report on 2018

03
CHAPTER

Business Performance and


2019 Plan of Action
2018 Economy and 2019 Macroeconomic Outlook 52

Consolidated

06
Vincom Retail Operations and Financial Performance in 2018 56
CHAPTER
Blueprint for 2019 60
Financial Statements
80 Corporate Information

81 Statement of the Board of Management

82 Independent Auditor’s Report

83 Consolidated Balance Sheet

86 Consolidated Statement of Income

87 Consolidated Cash Flow Statement

89 Notes to the Consolidated Financial Statements


CHAPTER

01

Vincom Retail
2018 and
Message from
the Board of
Directors

08 Vision, Mission and Core Values

10 2018 At a Glance

12 2018 Highlights

16 Message from the Board of Directors

18 Financial and Operational Highlights


2014 – 2018

ANNUAL
REPORT
Vincom Center Metropolis, Hanoi 2018
08 Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors 09

Vision, As a member of Vingroup, Vincom Retail inherits and promotes Vingroup’s


vision, mission and core values.
Core Values Vincom Retail shares with Vingroup the six core values of CREDIBILITY, INTEGRITY,
CREATIVITY, SPEED, QUALITY, and COMPASSION.

Mission and
CREDIBILITY INTEGRITY
Core Values Vincom Retail protects its credibility as an
individual would guard his or her reputation. The
Vincom Retail considers Integrity to be the
foundation of its business. The Company complies
Company is fully prepared to execute its plans and with all applicable laws. By maintaining the highest
to meet its goals. level of professional and social ethics, we put
customers first.

CREATIVITY SPEED
Vincom Retail believes that Creativity enables the Vincom Retail works to achieve speed and efficiency
Company to deliver on its philosophy of “Dare to in every activity. This principle is put into practice as
Think, Dare to Do”. Creativity helps Vincom Retail “Fast to Decide, Fast to Invest, Fast to Deploy, Fast

Vision
build an organization whose employees are eager to Sell, Fast to Change, and Fast to Adapt”.
Vincom Retail develops, operates and manages a leading retail mall platform in
to learn.
many provinces and cities in Vietnam. The Company’s dominance is based on
its scale, speed of development, international standards and quality of service.
QUALITY COMPASSION
Vincom Retail achieves quality through our focus on The Company respects the interests of all of our
“Best in People, Best in Products and Services, Best stakeholders. Employees are Vincom Retail’s
in Quality of Life, Best in Commitment to Society”. most important asset. We work to harmonize the
interests of all stakeholders to build the foundation
Mission Vincom Retail delivers retail, entertainment and dining experiences that help
shaping lifestyles for the people of Vietnam.
for fairness, integrity, unity, and strength.

Vincom Retail and its retail partners are bringing modern shopping, quality Logo
products and premium services to Vietnam, introducing consumers to the
latest trends in retail experiences. Vincom Retail’s logo shows a bird in flight toward the sun, expressing
both our goal of reaching new heights and our determination to achieve
new levels of success. The V-shape of the bird’s wings refers to Vietnam’s
national pride and to “Victory” in our competitive markets.

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10 Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors 11

2018
At a Glance

5.506 2.435 24%


trillion VND trillion VND

IN REVENUE FROM LEASING IN PROFIT BEFORE TAX FROM YEAR-ON-YEAR INCREASE


ACTIVITIES AND RENDERING LEASING ACTIVITIES AND IN REVENUE FROM LEASING
OF RELATED SERVICES RENDERING OF RELATED ACTIVITIES AND RENDERING
SERVICES OF RELATED SERVICES

66 38 ~1.5
million m2

RETAIL MALLS CITIES AND PROVINCES RETAIL GFA

Vincom Center Landmark 81, Ho Chi Minh City


VI N CO M R E T A IL ANNU AL RE P O RT 201 8
12 Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors 13

2018 01

Highlights Record Number


of New Openings
in Vincom Retail’s
14-year History

LAUNCHED

20 NEW
RETAIL MALLS
In 2018, Vincom Retail opened two Vincom
Centers, 15 Vincom Plazas and three
Vincom+ malls, raising the total number to 66
and four Vincom Plazas. As of December 31,
Vincom Retail was in 38 out of 63 cities and
provinces with a total retail GFA of about 1.5
nationwide. On July 14, Vincom Retail opened million square meters.
JULY 14, 2018 DECEMBER 24, 2018 three new malls – Vincom Plaza Son La and
LAUNCHED LAUNCHED
two Vincom+ in Nam Dan and Ho Chi Minh

3 RETAIL
MALLS 5 RETAIL
MALLS
City. On December 24, Vincom Retail opened
five more malls – Vincom Center Metropolis

02

Vincom Center
Landmark 81

RETAIL GFA

~50.000
m2

In July 2018, Vincom Center Landmark 81, in Vietnam for the first time as well as the
iMax cinemas located in Vietnam’s tallest building, opened exciting entertainment offerings. BuzzMetrics
with nearly 100 domestic and international statistics ranked the marketing campaign for
THE LARGEST IN VIETNAM
fashion, F&B and entertainment brands. the grand opening first in Events and second
Customers responded positively to the in Social-networking campaigns. Vincom
modern design of the skyscraper, inspired by Center Landmark 81 drew 300,000 visits in its
Ice skating rink the traditional image of Vietnamese bamboo. first week and nearly a million in its first month,
THE LARGEST IN VIETNAM They also gave an enthusiastic reception and quickly became a new symbol of the
to the many international brands available trend toward modernity in Ho Chi Minh City.

Vincom Plaza Imperia, Hai Phong


VI N CO M R E T A IL ANNU AL RE P O RT 201 8
14 Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors 15

03 05

Vincom Retail A New Record in


Honoured in Top Visitor Growth
15 of Vietnam’s
Most Valuable
Brands 160
VISITS
million

In August 2018, Forbes Vietnam, in its third annual ranking of Vietnam’s 40 most valuable brands, In 2018, Vincom retail malls attracted that connect customers of all ages. Marketing
ranked Vincom Retail 14th, the only retail property brand to make the list. nearly 160 million visits for shopping and themes included the story of Tit and Mit’s
entertainment, up nearly 40% from 2017. journey to find the moon and rescue the
Vincom Retail’s creative, professional and world, and Rudolph the Red-Nosed Reindeer.
story-based marketing activities boosted visit Vincom Retail’s videos attracted millions of
growth in general and appealed to important views on social media, and were well received
customer groups with educational and by customers. Collectively, these marketing
humanitarian messages that helped highlight initiatives boosted foot traffic in the malls.
Vincom retail malls as cultural meeting points

04 06

Introducing Several Working with


New Experience to Partners and
Customers Customers

FASHION

In 2018, many international fashion Vincom Center projects – e.g., modern LED As a partner to retailers, Vincom Retail These contests have attracted every
brands became available in Vietnam for lighting technology – so that each Vincom organized meetings and training sessions retailer in Vincom Retail malls and have led
FOOD AND BEVERAGE the first time through the Vincom Retail retail mall becomes a unique and exciting for retailers to improve the quality of service to thousands of customer votes. Service-
malls network. Besides, the new F&B destination. throughout the malls. In 2018, Vincom Retail quality-improvement programs are frequent
and entertainment offerings at our malls worked closely with its retailers to improve in Vincom Retail facilities.
also provide customers with a range of the quality of services throughout its malls
attractive and diverse shopping options. with two contests – Service from the Heart
Vincom Retail has also adopted innovative for all retailers, and Food from the Heart
architectural features in the design of for food courts and other restaurants.

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L VI N CO M R E T A IL ANNU AL RE P O RT 201 8


16 Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors 17

Message Dear Valued Shareholders, Customers have been provided with experience. Vincom Retail’s first mobile phone On behalf of the Board of Vincom Retail, I
the most updated, modern trends and application is expected to be launched in 2019 express my sincere gratitude for your past

from the
Vietnam’s retail sector grew steadily in new international F&B experiences from to keep customers updated with promotions, support and I look forward to a successful
2018, with total revenue equivalent to USD Singapore, Argentina, Japan, Guangdong, festivals and other events. partnership as we continue to reach our
142 billion, up 12.4% from 2017, according Hong Kong, etc. with brands entering Vincom challenging goals.

Board of to the General Statistics Office of Vietnam


(“GSO”). The Vietnamese market had a
retail malls for the first time. Vincom Retail
will continue to bring new brands and unique
The 2019 marketing strategy is developed
based on customers’ needs and preferences I wish you the best of health, happiness,

Directors
fast urbanization rate, steady retail revenue experiences to Vietnamese customers, such and the close collaboration with brands and success.
growth, yet lower retail supply (retail GFA as the most convenient shopping spaces, operating in our retail malls, aiming to deliver
per capita) in comparison to other big cities advanced infrastructure, and interior and diverse activities and localized experiences in Yours Sincerely,
in the region. This suggests that there is exterior design highlights. Various contests each market. With a goal of 3,000 events in
potential for a major expansion of Vietnam’s jointly organized by Vincom Retail and our 2019, Vincom Retail aims to become the first
retail sector over the next few years. To retailers helped improve Vincom’s services. destination that comes to mind each day and
take advantage of this potential, Vincom With rapid growth in scale and improved at major festivals.
Retail has a range of strengths, such as high and innovative service, Vincom Retail drew
coverage, diverse retail models, reputable nearly 160 million visits for shopping and We will continue to promote Vingroup’s
products and services, and a commitment to entertainment in 2018, up nearly 40% from Five Transformational Principles: “Elevate BOARD MEMBER AND
assist retailers. 2017. In August 2018, Vincom Retail ranked – Standardize – Simplify – Automate – CHIEF EXECUTIVE OFFICER
14th in the third publication of Forbes for Top Share”. Our objective is to develop a lean
2018 – EXTENDING THE LEAD 40 most valuable brands in Vietnam and was and highly capable work force, led by a team TRAN MAI HOA
the only retail property brand to make the list. of experienced, passionate, creative and
Vincom Retail ended 2018 with impressive responsible leaders. Over the years, Vincom
sales records and a strong footprint in the 2019 – GROWING TOGETHER Retail has built an organizational structure and
international market. It had VND 9.12 trillion a workforce that are capable of extending our
in net revenue, an increase of 65% from Vincom Retail aims to extend its leadership lead in the coming periods.
2017, VND 38.68 trillion in total assets, and position in Vietnam’s retail sector, both in
reported an operating profit margin of 33%. terms of scale and quality, while working During our history of more than 14 years,
closely with partners and tenants so that they Vincom Retail has aimed to improve
In 2018 Vincom Retail opened 20 new retail will also grow their network with us. service and keep up with the latest trends
malls, including two Vincom Centers, 15 in consumption patterns, bringing new
Vincom Plazas and three Vincom+ malls, Vincom Retail plans to open 13 new retail malls, international shopping experiences to
achieving a record number of new openings raising the total to 79 nationwide, in 42 out of Vietnam. We are always pleased to listen
in a single year. Continuing its nationwide 63 provinces and cities, and to open Skyview to feedback and other comments from
coverage strategy, Vincom Retail expanded Landmark 81 – Vietnam’s highest observatory our customers and business partners to
its presence in 14 more provinces compared in Quarter II, 2019. In addition, 2019 will be the help further elevate our services to a high
with 2017. As of December 31, 2018, Vincom foundation year for Vincom Mega Malls, with international standard. The joint efforts of
Retail had 66 retail malls under operation, GFA of 60,000 to 100,000 square meters Vincom Retail and our partners will be the
with total retail GFA of 1.5 million square each in Vinhomes mega projects, such as foundation of our sustainable development
meters, in 38 out of 63 cities and provinces, Vinhomes Ocean Park, Vinhomes Sportia, of the retail market, contributing to the
maintaining its position as Vietnam’s largest which are planned for launch in 2020 – 2021, mission of shaping and leading Vietnamese
retail developer. providing customers with new experiences in consumption styles.
modern shopping space.
Vincom Retail’s newly opened malls are
becoming notable local destinations, leading Vincom Retail will continue to focus on
2018 RETAIL SALES VALUE consumption trends and creating new improving the customer experience and

~142
standards in the market. For example, in pushing early technology adaptation in
billion USD
July 2018, Vincom Center Landmark 81 was shopping and entertainment, collaborating
officially launched at Landmark 81 – Vietnam’s and partnering with tenants, especially chain
tallest building – with the reputation as the tenants. Vincom Retail is a pioneer in bringing
“destination for all needs,” with nearly 100 many international brands into Vietnam in
GROWTH FROM 2017
leading domestic and international brands. Hanoi and Ho Chi Minh City for the first time,

12.4%
With almost a million visits in its first month, and will introduce new brands to its malls in
Vincom Center Landmark 81 has become the other cities and provinces. All of its design work
new symbol of the retail market in Vietnam. is aimed at elevating customers’ shopping

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L
18 Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors Chapter 1 – Vincom Retail 2018 and Message from the Board of Directors 19

Financial and Operational Highlights Key


2014 – 2018
Locations >10% RENTAL INCOME
OF 2018

Revenue from leasing activities and rendering of related


The network created by Vincom Retail
HANOI
encompasses prime business location
services (trillion VND) throughout Vietnam. As of December 31,
2018, Vincom Retail has coverage in 38 cities
Vincom Center 4

and provinces. Vincom Mega Mall 2

Vincom Plaza 2
During 2018, more than 10% of Vincom
Retail’s revenue came from rental income Total 8

at retail malls in Hanoi and Ho Chi Minh City.


2018
5.506 More than 10% of Vincom Retail’s retail GFA
is in retail malls in Hanoi and Ho Chi Minh City.
2017
4.455
2016
3.805
2015
2.427
2014
1.927

Vincom retail mall network(1)

CAGR(2) 29.5% 82.1% >10% RENTAL INCOME


GFA (Thousand m2) Number of malls OF 2018

2018
1,448 66
HO CHI MINH CITY

2017
1,173 46 Vincom Center 2

Vincom Mega Mall


1,026 32
1
2016
Vincom Plaza 7
2015
883 22
Vincom+ 3

2014
514 6 Total 13

(1) As of 28 February of the following year (2) Compound Annual Growth Rate

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L VI N CO M R E T A IL ANNU AL RE P O RT 201 8


CHAPTER

02

About
Vincom Retail

22 Corporate Profile

24 Corporate Milestones

26 Businesses

30 Corporate Structure

31 Board of Directors

34 Management

36 Supervisory Board

38 Business Strategy

ANNUAL
REPORT
Vincom Center Ba Trieu, Hanoi 2018
22 Chapter 2 – About Vincom Retail Chapter 2 – About Vincom Retail 23

Corporate
Vincom Retail Joint Stock Company (“Vincom Retail” or “the Vingroup began developing its retail network in 2004 under the Vincom
Company”) was established under Business Registration Certificate brand. Since 2013, Vincom Retail became the subsidiary designated

Profile
No. 0105850244 issued by the Business Registration Office – to develop and operate Vingroup’s network of retail malls, and was
Hanoi Authority for Planning and Investment on April 11, 2012 and converted to a joint stock company on May 14, 2013. Since its inception,
amended on several occasions, the last being January 02, 2019. Vincom Retail has led Vietnam’s retail market, with 66 malls in 38 cities
and provinces. The Company operates four distinct formats: Vincom
Center, Vincom Mega Mall, Vincom Plaza and Vincom+.

The full company name is


Vincom Retail Joint Stock
Company, abbreviated as
Vincom Retail JSC.

On October 25, 2017, the


Company was listed on the Ho
Chi Minh City Stock Exchange
under Decision No. 379-QD-
SGDHCM. On November 6, 2017,
Vincom Retail’s shares were first
traded under ticker symbol VRE.

Vincom Retail’s headquarter is


located at: No. 7 Bang Lang 1,
Vinhomes Riverside Ecological
Urban Area, Viet Hung Ward,
Long Bien District, Hanoi, Vietnam.

Telephone: (+84) 24 3974 9999

Fax: (+84) 24 3974 8888

Website: www.vincom.com.vn

Vincom Mega Mall Royal City, Hanoi

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24 Chapter 2 – About Vincom Retail Chapter 2 – About Vincom Retail 25

2012 2013 2014 2015 2016 2017 2018

Corporate
Milestones

2012
2018

• Vincom Retail Limited • Converted into a joint stock • Acquired Vincom Mega Mall • At year-end, Vincom Retail • Vincom+ retail mall format was • Vincom Retail launched 15 • Opened 20 new retail malls,
Company was established company Times City from Vingroup owned 21 retail malls with a launched new retail malls a record number in the
total retail gross floor area of Company’s 14-year history, for
• Acquired malls from • Opened Vincom Plaza Ha Long – 850,000 square meters. Ten • Zara opened its first store in • At year-end, Vincom Retail’s
a combined total of 66, served
Vingroup including Vincom the first retail mall outside Hanoi were newly opened this year, Vietnam at Vincom Center 46 malls contained 1.2 million
38 cities and provinces with a
Center Ba Trieu, Vincom and Ho Chi Minh City including, most prominently, Dong Khoi square meters of retail gross
total retail gross floor area of 1.5
Center Dong Khoi, Vincom the Vincom Mega Mall floor area in 24 cities and
• Ten new retail malls opened million square meters
Mega Mall Royal City and • At the end of 2014, Vincom provinces of Vietnam
Thao Dien
Vincom Plaza Long Bien Retail owned and managed • Attracted more than 1,000
• At year-end, Vincom Retail • Zara and H&M opened stores
six retail malls • Received an additional domestic and international
owned 31 retail malls with
• Received an investment investment of USD 100 million in Hanoi at Vincom Center Ba
total retail gross floor area of 1 tenants representing established
of USD 200 million from from Warburg Pincus Trieu and Vincom Mega Mall
million square meters food, fashion, entertainment
Warburg Pincus III B.V. and Investments III B.V. Royal City
and cultural brands
Credit Suisse AG Singapore • Handed over the Vinhomes • H&M, Pull&Bear, Massimo
Nguyen Chi Thanh mixed- • Opened Vincom Center
Dutti and Stradivarius opened
use project with 378 luxury in Landmark 81, Vietnam’s
their first retail stores in
apartments tallest building, with outlets
Vietnam at Vincom Center
representing nearly
• Pre-sold 700 shophouses, Dong Khoi
100 domestic and
condotels, and shop-offices in international brands
• Vincom Retail pre-sold more
five provinces
than 1,200 apartments,
• Ranked 14th in Vietnam’s
• Received capital contributions of condotels, and shophouses in
Top 40 Most Valuable
USD 390 million from Vingroup eight cities and provinces
Brands by Forbes

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L VI N CO M R E T A IL ANNU AL RE P O RT 201 8


26 Chapter 2 – About Vincom Retail

Businesses

Vincom is a
leading
developer,
owner, and
operator
of retail malls
in Vietnam.

Vincom Retail has four distinct formats: Vincom


Center, Vincom Mega Mall, Vincom Plaza, and
Vincom+ with a nationwide presence. Vincom malls
provide a wide range of retail, dining, cultural and
entertainment offerings, and are the first to offer
the latest consumer trends, making them the most
popular retail destinations for tenants and customers
in Vietnam. Vincom Retail todays stands as the
leading developer, owner, and operator of retail malls
with its extensive netwok of retail malls in Vietnam.

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L VI N CO M R E T A IL ANNU AL RE P O RT 201 8


Vincom Center Vincom Plaza
Symbol of high quality Community destinations
Vincom Center malls are situated in high-density, high-traffic areas Vincom Plaza malls are designed for families living in and around
at the heart of major cities. These six landmark properties contain smaller cities and outside the central core of large cities like Hanoi and
aspirational brands and draw consumers from all over their respective Ho Chi Minh City. Vincom Retail currently operates 45 Vincom Plaza
metropolitan areas. There are four Vincom Center malls in Hanoi and malls in 34 cities and provinces throughout Vietnam.
two in Ho Chi Minh City.

Vincom+
Modern shopping experience to local
communities
The Vincom+ network of community retail malls includes malls in
medium-density non-central locations in Hanoi and Ho Chi Minh City
and also in the central core of towns and provinces with population of
more than 30,000 people. There are currently 12 Vincom+ retail malls
in 10 provinces.

Vincom Mega Mall


Symbol of the new consumer lifestyle
Vincom Mega Malls are lifestyle malls located in integrated, mixed-
use developments in key cities. They are “fortress malls” and contain PROPERTIES FOR SALE
thousands of retail, entertainment, family-friendly facilities, food and
beverage options, targeted at addressing the lifestyle needs of families
across all income segments. There are two Vincom Mega Malls in
Vincom Retail develops and sells shophouses mostly in the vicinity of
Hanoi and one in Ho Chi Minh City.
Vincom Plaza and Vincom+ malls, and condominium units and office
towers at Vincom Center projects. Cash flow from the sale of inventory
properties helps finance the development of its malls.
30 Chapter 2 – About Vincom Retail Chapter 2 – About Vincom Retail 31

Corporate Board of Directors


Structure GENERAL
MEETING OF
SHAREHOLDERS

SUPERVISORY
BOARD

Ms. THAI THI THANH HAI


BOARD
OF DIRECTORS CHAIRPERSON OF THE BOARD

Ms. Thai Thi Thanh Hai was elected to the bachelor’s degree in Economics from Hanoi
Board in 2018. She is the Chief Executive University of Finance and Accounting.
Officer (“CEO”) of Vincommerce General
Commercial Services JSC. Before joining Ms. Thai Thi Thanh Hai was elected
Vincom Retail, she worked for Deloitte Chairperson of the Board in June 2018.
MANAGEMENT Vietnam from 1994 to 2014. She received her

Ms. TRAN MAI HOA


INSPECTION
SALES AND – SECURITY, INFORMATION HR AND FINANCE AND BOARD MEMBER AND CEO
MARKETING CONSTRUCTION OPERATIONAL ADMINISTRATION
SAFETY AND FIRE TECHNOLOGY TRAINING
DIVISION DIVISION DIVISION DIVISION
PREVENTION DIVISION DIVISION Ms. Tran Mai Hoa was elected to the Board positions at An Du Investment Corporation,
DIVISION
in 2017. She is also CEO of Vincom Retail. the Vietnamese distributor of Mercedes-
She joined Vincom Retail in 2014, serving Benz vehicles, including Deputy CEO from
through 2016 as Project Director of Vincom 2009 to 2013, CFO from 2009 to 2011 and
Mega Mall Times City and Vincom Mega Mall Chief Accountant from 2005 to 2009. She
Royal City, and Deputy CEO of Vincom Retail. received a bachelor’s degree in Accounting
Prior to joining Vincom Retail, she was the from the National Economics University and
R&D SALES MARKETING NORTHERN NORTHERN SOUTHERN SOUTHERN WESTERN ACCOUNTING LEGAL AND
Chief Financial Officer of Gami Commercial a degree in English from the Hanoi Foreign
DEPARTMENT DEPARTMENT DEPARTMENT REGION 1 REGION 2 REGION 1 REGION 2 REGION DEPARTMENT CONTRACT
MANAGEMENT Joint Stock Company in 2013. From 2003 Language University.
DEPARTMENT
to 2013, she held various management

MALL MALL MALL MALL MALL


MANAGEMENT MANAGEMENT MANAGEMENT MANAGEMENT MANAGEMENT
OFFICES OFFICES OFFICES OFFICES OFFICES

List of subsidiaries as of December 31, 2018


Ms. MAI THU THUY
Percentage
No. Name Location Key Business
of holding (%)
BOARD MEMBER

1. North Vincom Retail LLC No. 72A, Nguyen Trai street, Thuong Dinh ward, Leasing and trading real 100.0% Ms. Mai Thu Thuy was elected to the Board in She received her B.A. degree in Economics
Thanh Xuan district, Hanoi estate property
2017. She is also CEO of North Vincom Retail and Commerce from the National Economics
LLC. and holds other managerial positions University.
2. South Vincom Retail LLC No. 72, Le Thanh Ton street and No. Leasing and trading real 100.0%
45A Ly Tu Trong street, Ben Nghe ward, District 1, estate property within Vingroup. Prior to joining Vincom Retail,
Ho Chi Minh City she was a senior officer at the Center for
Supporting Small and Medium Enterprises.
3. Suoi Hoa Urban Development Km1+ 200, Tran Hung Dao street, Suoi Hoa ward, Investing, developing 97.27%
and Investment JSC Bac Ninh city, Bac Ninh province and trading real estate
(“Suoi Hoa JSC”) property

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32 Chapter 2 – About Vincom Retail Chapter 2 – About Vincom Retail 33

Board of Directors

Mr. TIMOTHY J. DALY


INDEPENDENT BOARD MEMBER
Ms. NGUYEN THI DIU Mr. Daly was elected to the Board in 2017. President of Simon Property Group, Vice
BOARD MEMBER He is currently Chairman and CEO of PT Chairman and General Manager of InCity GMI
Nirvana Wastu Pratama in Jakarta, Indonesia. Retail Management and Development. From
Ms. Nguyen Thi Diu was elected to the Investment Finance Consultant JSC, and From 2010 to 2015, he was Chairman and 1998 to 2004, he was Senior Vice President
Board in 2017. She became Deputy CEO Director of Investment Banking at JP Morgan CEO of CDG Retail Management. Mr. Daly and Director of Simon Ivanhoe ERE. Mr. Daly
of Vingroup in 2014. From 2013 to 2014, Bank Vietnam. She is a graduate from the is also a member of Kensington Asset earned his bachelor’s degree in Business
she was Executive Director responsible University of Hawaii with a Master of Business Management, with 30 years of experience in Administration at Indiana University in
for Vietnam at UBS. From 1996 to 2008, Administration degree and a major in Finance. retail development and asset management. Bloomington.
she was Chairwoman and CEO of AFH From 1987 to 2010, Mr. Daly was Senior Vice

Mr. BRETT HAROLD KRAUSE


INDEPENDENT BOARD MEMBER
Ms. LE MAI LAN
Mr. Krause was elected to the Board With extensive experience in corporate
BOARD MEMBER
in 2017. He is Chief Strategy Officer at and investment banking, Mr. Krause held
FunPlus, a leading global digital interactive various roles at Citigroup from 1996 to 2013
Ms. Le Mai Lan was elected to the Board in Corporation of the World Bank and a lecturer
entertainment company with dual including serving as the CEO and head of the
2017. She is Chairperson of Vinschool LLC, at the Hanoi University of Science and
headquarters in San Francisco and Beijing, Global Corporate and Investment Bank at Citi
a subsidiary of Vingroup. Previously, she was Technology. She was previously Business
and Fund Advisor at PurpleSky Capital LLC., Vietnam from 2008 to 2013. Mr. Krause holds
CEO of Bank Training and Consultancy Joint Manager of ABN Amro Bank from 1997 to
a Shanghai-based early-stage venture BSFS degree from the School of Foreign
Stock Company from 2005 to 2013. From 2001. Ms. Le Mai Lan holds the degree of
capital fund. Prior to his current roles, Mr. Service at Georgetown University and an MBA
2001 to 2005, she was an independent Master of Business Administration from Berlin
Krause was the President of JP Morgan degree from Columbia Business School.
financial advisor at the International Finance TU University in Germany.
Chase Bank in China from 2014 to 2016
and served two years as a Governor of the
American Chamber of Commerce in China.

Mr. JEFFREY DAVID PERLMAN Mr. PHAN THANH SON


BOARD MEMBER INDEPENDENT BOARD MEMBER

Mr. Perlman was elected to the Board in he opened the Southeast Asia office for Mr. Phan Thanh Son was appointed an of Tien Phong Joint Stock Commercial
2018. He is currently a Partner and Managing Warburg Pincus, Mr. Perlman has overseen independent member of the Board in 2018. Bank. Mr. Son received a bachelor’s degree
Director of Warburg Pincus Singapore. Prior the company’s business in the region. He Pior to joining Vincom Retail, Mr. Son has been from the Foreign Trade University in 1997
to moving to Singapore, Mr. Perlman worked graduated from the Ross Business School Transformation Director of Techcombank and a master’s degree in Economics and
at Warburg Pincus LLC in New York from at the University of Michigan in 2005 with a Joint Stock Commercial Bank since 2011. Commerce in 2003.
2006 to 2014 and at Warburg Pincus Hong bachelor’s degree in Business Administration. From 2008 to 2011, he was Deputy CEO
Kong from 2014 to 2016. Since 2016, when

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34 Chapter 2 – About Vincom Retail Chapter 2 – About Vincom Retail 35

Management

Ms. TRAN MAI HOA


BOARD MEMBER – CEO

Further details can be found in Vincom Retail’s Annual Report 2018, About Vincom Retail – Board
of Directors, Page 31.

Ms. PHAM NGOC THOA


CHIEF FINANCIAL OFFICER

Ms. Pham Ngoc Thoa was appointed Chief from 1995 to 1996. Ms. Pham Ngoc Thoa
Ms. TRAN THU HIEN Financial Officer of Vincom Retail in 2014. has a bachelor’s degree in Economics from
Prior to joining Vincom Retail, Ms. Pham the Foreign Trade University with, a master’s
DEPUTY CEO Ngoc Thoa was Chief Financial Officer of degree in Business Administration in Audit,
Big C Vietnam from 2003 to 2014. She was Analysis, and Consultancy from Hautes
Ms. Tran Thu Hien was appointed Deputy she oversaw leasing as a senior business appointed Chief Accountant at Sacidelta Etudes Commerciales, Paris, and a post
CEO for sales and marketing in March 2018. development director at CB Richard Ellis Architecture and Construction Joint Stock graduate degree in Business Administration
She has nearly a decade of experience in the (Vietnam). Ms. Tran Thu Hien holds a Company from 1998 to 2003. Previously, she from the French – Vietnamese Center of
real estate business in Vietnam. Since 2014, bachelor’s degree in Business English from was a teaching assistant at the Vietnam- Education Management in the National
she had been Sales Manager of Vincom Foreign Trade University. France Center for Education Management University, Hanoi Branch.
Retail. Before joining Vingroup in 2011, at the National Economics University in Hanoi

Mr. NGUYEN ANH DUNG Ms. NGUYEN THI XUAN NGHIA


DEPUTY CEO CHIEF ACCOUNTANT

Mr. Nguyen Anh Dung was placed in charge Director, and in management positions for Ms. Nguyen Thi Xuan Nghia was appointed International Economics and Business from
of Security, Safety and Fire Prevention in Vingroup since 2000. Mr. Nguyen Anh Dung Chief Accountant in 2018. From 2009 to 2018, Foreign Trade University in 2009 and a Chief
June 2018. He has worked for Vincom Retail holds a bachelor’s degree in English from she was Audit Assistant and Audit Team Accountant Certificate in 2018.
since 2013 as Head of Inspection and Quality Phuong Dong University. Leader at Deloitte Vietnam. Ms. Nguyen Thi
Control, Set up Director, Regional Operation Xuan Nghia received a bachelor’s degree in

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36 Chapter 2 – About Vincom Retail Chapter 2 – About Vincom Retail 37

Supervisory Board

Ms. DO THI QUYNH TRANG


CHAIRPERSON

Ms. Do Thi Quynh Trang was appointed In Vingroup’s Finance Department, she was
Chairperson of the Supervisory Board in Head of Financial Control from 2017 to 2018,
2017. She also leads the Real Estate Division Deputy Head of Financial Control from 2014
in Vingroup’s Finance Department. Prior to to 2017, and Head of Financial Planning
joining Vincom Retail, Ms. Do Thi Quynh Trang and Analysis from 2013 to 2014. Ms. Do
held various positions at E&Y Vietnam, Thi Quynh Trang holds a bachelor’s degree
including Auditor from 2010 to 2013, Audit in Accounting and Auditing from National
Team Leader from 2007 to 2010 and Audit Economics University.
Assistant, from 2005 to 2007.

Ms. NGUYEN THU PHUONG


MEMBER

Ms. Nguyen Thu Phuong was appointed from 2010 to 2013. Ms. Phuong was an audit
to the Supervisory Board in 2017. She is assistant in charge of Nexia ACPA Auditing
currently a specialist in the Finance and and Consulting Co., Ltd from 2009 to 2010.
Planning Department at Vingroup. Previously, She graduated from Financial Institute of
she held several positions at E&Y Vietnam Vietnam with a bachelor’s degree in Finance.
Ltd, including Auditor and Audit Team Leader

Ms. TRAN THANH TAM


MEMBER

Ms. Tran Thanh Tam was appointed to the Accountant at Float Glass Company Limited
Supervisory Board in 2017. She is the chief Vietnam from 2005 to 2007 and as an
of General Accountants in the Accounting accountant at Shell Vietnam (lubricant
Department at Vinhomes JSC. Prior to that, business) from 2001 to 2005. Ms. Tran
she was General Accountant at Ericsson Thanh Tam graduated from Financial
Vietnam Limited from 2009 to 2010, Chief Institute of Vietnam in 2001 with a bachelor’s
Accountant of FIT Financial Investment degree in Accounting.
Company from 2007 to 2009, General

Landmark 81, Ho Chi Minh City


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Business Strategy
Overview Vincom Retail is
Vincom Retail has built a modern retail space. Having a stable workforce and
model with four different formats to suit experienced management team also
different retail preference and development allows Vincom Retail to dedicate resources

dedicated to developing stage at each of Vietnam’s diverse locality. towards research and implementation of
new technologies in operations. Lastly,

and expanding its retail


Taking advantage of its properties’ prime the Company collaborates closely with
locations, differentiating segmentation others in the Vingroup ecosystem, such
and competitive advantage, the Company as VinMart, VinPro and VinID. The result is

network throughout
strives to make each mall an attractive added convenience for customers and a
destination where shoppers can participate better overall shopping and entertainment
in exciting activities and experience experience.

Vietnam. The Company


dedicated services in a modern shopping

leverages its deep


understanding of the
shopping culture to
anticipate and shape
consumer trends.

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L
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Development
To maintain its position
Vietnam remains a relatively untapped retail market. According to Colliers, the
current GFA is only about 0.1 square meters per capita in Hanoi and Ho Chi
Minh City. That figure is just 10% to 20% of the retail floor footage common

as the country’s leading


elsewhere in the region, for instance, in Thailand and the Philippines. At the
same time, Vietnam’s middle class is projected to grow by about 18% annually
through 2020. According to JLL, no other country in the region is growing as fast.

mall retailer, and to take


Second-ranked Indonesia is expected to grow its middle class by 7%, and the
Philippines, ranked third, by 6%.

advantage of expected
demand, Vincom Retail
plans to aggressively
expand its network.

Vincom Retail malls are often located in prime locations


with favorable transportation and commercial conditions, To ensure a stable customer base, Vincom carefully
such as in vinicity of planned metro stations, high-density chooses its mall locations, typically placing them near
residential areas, within Vinhomes integreated, mixed- thriving residential areas and public transportation.
use projects or within retail mall, hotel and shophouse
complex areas.

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42 Chapter 2 – About Vincom Retail

Diversifying
the product Vincom Retail
targets multiple
consumer markets
through its four
distinct formats:
Vincom Center,
Vincom Mega Mall,
Vincom Plaza and
Vincom+.

Vincom Center and Vincom Mega Mall are geared toward the large Vincom Retail clearly defines the design of each format in order to
urban populations of Hanoi and Ho Chi Minh City, and offer a variety deliver appropriate, attractive and highly-welcomed products to
of well-known domestic and international brands. The malls of Vincom mass consumers. To achieve this goal, each mall format is carefully
Plaza and Vincom+ are usually built in suburban or central provincial tailored to its customer base. Vincom Centers and Vincom Mega Malls
locations. These malls help establish Vincom Retail’s nationwide lead the way with innovative interior and exterior design. Meanwhile,
presence while improving the retail options for area customers. To Vincom Plaza and Vincom+ malls offer their customers a friendly and
enhance the commercial environment and boost company revenues, convenient shopping experience.
Vincom Retail will continue to develop shophouses and other for-sale
real estate components near its malls. Such combination not only Every Vincom Retail mall strives to offer popular brands, reasonable
provides a diverse and high-traffic commercial environment around our prices and products suited to local customers. The Company
retail malls but also allows the Company to optimize revenue sources continually seeks to introduce new international brands to audiences
thanks to the sale of these properties. in Hanoi and Ho Chi Minh City and to provide attractive products in
Vietnam’s provincial markets.
Vincom Center Dong Khoi, Ho Chi Minh City

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Tenant
Vincom Retail relies on
Vincom Retail will continue to strongly support tenants of its malls, including
those newly launched or in the pipeline. The Company aims to cultivate chain-
collaboration store tenants through developing programs under each defined mall format to

teams of dedicated
build customer traffic for each retailer.

staff to quickly address


tenants’ problems.

For international tenants, Vincom Retail is the pioneer in


providing access to the Vietnamese market through our It uses coordinated marketing programs to help increase
Vincom Center and Vincom Mega Mall network. customer traffic and boost tenant sales.

For Vietnamese brands, Vincom provides support and


coordination to allow them to expand their operations
throughout the country. Such support particularly helps
Vincom Plaza and Vincom+ malls improve their product
offerings.

VI N CO M R E T A IL ANNU AL RE P O RT 201 8
46 Chapter 2 – About Vincom Retail

Attracting
customers Vincom Retail’s
malls are
more than
just shopping
centers.

The Company strives to make each mall a vibrant gathering place for the community. Working
with tenants, it will organize weekly programs and events, creating extra attractions for visitors.
Malls in Hanoi and Ho Chi Minh City will use cutting-edge technology to improve service and
enhance customers’ retail and entertainment experiences. Vincom Retail will constantly strive to
improve customer satisfaction and to ensure that every employee serves as an ambassador for
the Vincom brands.

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Cooperation
Vingroup brands such
To promote its services and enhance revenues, Vincom Retail will continue
working with other subsidiaries within the Vingroup ecosystem. Vingroup’s
within the powerful brand, and its prized landbank, will help Vincom Retail expand in a

as VinMart and VinPro


sustainable manner. Vincom Centers and Vincom Mega Malls will particularly
Vingroup benefit from the land bank.

ecosystem
currently serve as anchor
tenants in the malls,
helping to draw visitors
and keep high tenant
occupancy rates.

To lift sales, Vincom Retail will focus on cultivating


the more than 6 million members of VinID. Vincom They will host events organized by subsidiaries such as
Retail’s malls will also serve as demonstration sites Vinpearl, Vinhomes, VinID and Adayroi. These exchanges
for numerous Vingroup brands, including VinFast and promise to increase traffic at Vincom Retail malls while
Vsmart products. promoting a number of Vingroup subsidiaries.

VI N CO M R E T A IL ANNU
201 8 ANNU
AL REAL
P O RT
RE P201
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8
CHAPTER

03

Management Report
on 2018 Business
Performance and 2019
Plan of Action
2018 Economy and
52
2019 Macroeconomic Outlook

Vincom Retail Operations and Financial


56
Performance in 2018

60 Blueprint for 2019

ANNUAL
REPORT
Vincom Center Tran Duy Hung, Hanoi 2018
52 Chapter 3 – Management Report on 2018 Business Performance and 2019 Plan of Action Chapter 3 – Management Report on 2018 Business Performance and 2019 Plan of Action 53

2018 The Economy During 2018


Economy Macroeconomy Retail Property
and 2019 The GSO reported that 2018 retail sales of cities, a result of layout reconfiguration and

Macro-
in Vietnam were approximately VND 3.3 upward price adjustment for new tenants. High
2018 continued to be a successful year with many new opportuni- Retail property development quadrillion, or USD 142 billion, an increase occupancy rates were recorded, an average of
ties opened up for Vietnam’s economy, even amid a slowdown in continued to be a promising of 12.4% over 2017. 94% in Hanoi and 97% in Ho Chi Minh City.

economic
the world economy due to the US – China trade war. sector. Forbes Vietnam
reported that retail sales in Vietnamese retailers have taken advantage OCCUPANCY RATES

Outlook
Vietnam have grown every of this favorable business environment to
Hanoi
increase coverage throughout Vietnam.
According to Vietnam’s General Statistics rate and strongly growing middle class, year since 1990.
Office (GSO), Vietnam’s GDP grew 7.08%, according to CBRE. These observations Many international fashion brands have
not only exceeding the 6.70% target set were reinforced by Japan’s External Trade entered the market in Vietnam to capitalize
by the Government but also reaching the Organization forecast, which indicated that on the emerging middle class. H&M and Zara
entered Vietnam (and first through Vincom
94%
highest rate since 2008. Most sectors approximately 1,000 Japanese companies
2018 RETAIL SALES VALUE
of the economy grew. The service sector would enter the Vietnamese market over the Retail malls) between 2016 and 2017 are now
topped the list, accounting for 40% of GDP,
thanks to rapid growth in the wholesale,
retail, and tourism sectors.
next 10 years.

From a socioeconomic perspective, the


3.3 quadrillion
VND
located in modern retail malls in major cities,
contributing to the diversification of choice
for consumers. Retail property in general and
Ho Chi Minh City
stable market conditions reflect a well- shopping malls in particular directly benefit
Certain achievements were also noted in controlled inflation rate of 3.54%, which is from these trends.
FDI promotion activities. The number of lower than the 4% target set by the National
newly licensed projects and the realized Assembly. According to GSO, the average JLL Research reports that retail space rose
investment capital totalled 3,000 projects
and USD 19.1 billion, increases of 17.6%
monthly income per person increased on
average by 10.2% per year in the period of
in 2018 in both Hanoi and Ho Chi Minh City,
reaching 1.04 million square meters and 1.03
97%
and 9.1% respectively, compared to 2017. 2016 – 2018, and GDP per capita in 2018 million square meters, respectively, growth
Vietnam continued to be the central focus was expected to reach VND 58.5 million, rates of 8% and 10%. Regarding rental rates,
of international communities, beating other equivalent to USD 2,587, an increase of Savills reported significant growth of 16% in
emerging markets, thanks to its high growth USD 198 compared to 2017. Ho Chi Minh City in 2018. A sharp rise in rental
rates was noted in both inner and outer areas

2018 GDP GROWTH 2018 GDP PER CAPITA

7.08% 58.5 million VND

CONTRIBUTION TO GDP GROWTH


FROM SERVICE SECTOR

40%

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54 Chapter 3 – Management Report on 2018 Business Performance and 2019 Plan of Action Chapter 3 – Management Report on 2018 Business Performance and 2019 Plan of Action 55

2019 Outlook

Macroeconomy Retail property


IN HANOI, APPROXIMATELY NEW RETAIL GFA In Hanoi, approximately 198,000 square malls, a result of improved infrastructure,
IS EXPECTED TO HIT THE MARKET IN 2019 meters of new retail GFA is expected to hit the surrounding facilities and new business
According to a forecast by the National Financial Supervisory Commission, Vietnam’s GDP growth in

198,000
market in 2019, according to JLL estimates. formats. Furthermore, occupancy rates at
2019 is expected to be high, at around 7%, as a result of the improved internal economic factors in m2
All of this new supply is located in non-CBD retail malls in CBD areas are also expected
the previous years and in 2019. areas, mostly in Cau Giay and Ha Dong to rise due to a combination of unchanged
districts (accounting for 66% of the total new supply and increased demand for international
supply), putting pressure on property owners brands.
NEW SUPPLY LOCATED IN CAU GIAY AND
EXPECTED 2020 MIDDLE CLASS Additionally, Vietnam’s economy will According to JLL research, by 2020, the HA DONG DISTRICTS to lower rental rates in non-central locations.
POPULATION IN VIETNAM

66%
potentially be supported by the international middle class in Vietnam is expected to make Meanwhile, the rental rates in CBD areas are Given the restricted space in the CBD area, Ho
factors such as the shift in manufacturing up 83.1% of all households, up from 79.9% in expected to rise due to an excess demand Chi Minh City has been expanding in all four
centers due to the impacts of US – China 2017. From 2018 to 2025, Vietnam’s urban coupled with an unchanged supply. directions: Go Vap and Thu Duc in the north,
trade war, and the prospects of new population is projected to grow at an annual District 2 and District 9 in the east, District 7
agreements (i.e. CPTPP) and other bilateral rate of 3.5% – the fastest growth rate among Regarding infrastructure, the construction of and District 8 in the south, Binh Tan and Tan
83.1% trade agreements (FTAs). ASEAN countries. Rising income and living
IN HO CHI MINH CITY, NEW RETAIL SPACE
SUPPLY TO COME FROM NON-CBD AREAS
Vinh Tuy – Nga Tu So elevated road (part of Binh in the west. This expansion will drive
standards are strong indicators for prosperity the Ring Road 2 project) started in 2018 and infrastructure improvement and residential
The average inflation rate in 2019 is forecast
at less than 3.6% by the National Financial
Supervisory Commission. Despite the recent
in the retail property business.
12 projects is expected to be completed in 2020. This
project will help ease traffic on Truong Chinh
Street, facilitating a smooth commute to two
development in these areas, enhancing
potential for Vincom Retail to bolster its
network and capitalize on the shopping and
rise in food and material costs, the upward Vincom Mega Mall projects in Times City and entertainment needs of residents in the
FROM 2018 TO 2025, VIETNAM’S URBAN APPROXIMATELY Royal City. Based on Hanoi’s planning strategy coming years.
pressure on CPI is not significant as the
POPULATION IS PROJECTED TO GROW

390,000
AT AN ANNUAL RATE OF world commoditiy prices is expected to only through 2020, Dong Anh, Gia Lam, Hoai Duc,
m2
Dan Phuong and Thanh Tri municipalities

3.5%
increase slightly.
will be upgraded to districts. Leading the
/YEAR progress toward such targets are Dong Anh
and Gia Lam municipalities, with a great
number of major real estate projects, such as
Vinhomes Ocean Park (over 400 hectares)
and the Smart City development (over 2,000
hectares). As part of this new trend, Vincom
Retail is prepared to develop in these areas.

In Ho Chi Minh City, the trend of tenants


requiring large retail spaces, such as clinics
and education and entertainment centers,
continues to be an effective solution for
occupancy of upper floors of retail malls. JLL
expects new retail space supply to come from
non-CBD areas, an estimated 390,000 square
meters from 12 projects. 2019 is forecast to
include better performance of non-CBD retail

VI N CO M R E T A IL ANNU AL RE P O RT 201 8
56 Chapter 3 – Management Report on 2018 Business Performance and 2019 Plan of Action Chapter 3 – Management Report on 2018 Business Performance and 2019 Plan of Action 57

Vincom Retail With 20 new retail malls in 2018, Vincom Retail had a record
Total Revenue reached VND 9.12 trillion
in 2018, of which Revenue from Leasing
up of operations of malls opened in 2017.
As a result, Leasing Net Operating Income

Operations
Activities and Rendering of Related Services increased by 24%, to VND 3.83 trillion in 2018.
number of openings in a single year, bringing the total was VND 5.51 trillion, Revenue from Sale Revenue from Sale of Inventory Properties
number of malls in operation to 66 in 38 cities and provinces of Inventory Properties was VND 3.43 was mainly attributable to recognition of

and Financial nationwide, with a total retail GFA of approximately 1.5 million
square meters as of December 31, 2018.
trillion and Other Revenue was VND 185
billion. Revenue from Leasing Activities and
condotels at Vinpearl Condotel Riverfront
Da Nang project, apartments at the Suoi

Performance
Rendering of Related Services increased Hoa project in Bac Ninh city and shophouses
by VND 1.05 trillion, equivalent to a 24% at our projects in several provinces such as
increase over 2017 performance, mainly Vinh Long and Long An upon delivery. Profit

in 2018
In Ho Chi Minh City, the grand opening In terms of for sale property, the Company
ceremony of Vincom Center Landmark 81, launched six more shophouse projects and due to the opening of 20 new retail malls After Tax was VND 2.41 trillion, an increase
located in Vietnam’s tallest building, made a pre-sold approximately 400 apartments, during the year and the further ramping of 19% over 2017.
great impression with the public and was well- shophouses, condotels, and shopoffices from
received by the market. The presence of nearly new projects in 2018 and on-going projects
VINCOM RETAIL’S OCCUPANCY 100 prestigious domestic and international from the previous years, contributing to a Discussion and Indicators 2018
(trillion VND)
2017
(trillion VND)
%
Change
RATE IN 2018 brands with impressive designs has quickly
made Vincom Center Landmark 81 the new
healthy backlog to strengthen future cash
flows and earnings. Analysis of the Current assets 7.123 13.357 -47%
preferred entertainment
destination in the city.
and shopping
Balance Sheet for Non-current assets 31.561 24.777 27%

the Year Ending Total assets 38.684 38.133 1%


89.9% As part of its innovation strategy, Vincom (*) Excluding malls with major renovation during the year
December 31, 2018 Total liabilities 10.174 12.039 -15%
Retail has introduced many international
brands in fashion and F&B. These include In which:
Jelly Bunny, CC Double O, Lyn Around, Total loan and debts (short and 2.780 5.974 -53%
Peach Garden, Marukame Udon, El Gaucho, long-term)
San Fu Lou, Dojo Sushi, Holly Crab and the Statutory obligations 276 211 30%
IN 2018, VINCOM RETAIL LAUNCHED
Landmark 81 Food Hall. New architectural

06 designs and technologies, i.e. LED systems Owners’ equity 28.509 26.094 9%
SHOPHOUSE for lighting and interaction with customers,
PROJECTS Source: Audited consolidated financial statements for 2017 and 2018
were adopted into Vincom Center malls to
make each Vincom Retail mall an attractive
PRE-SOLD APPROXIMATELY and unique destination. Vincom Retail’s Current Assets decreased by VND 6.23 by VND 6.03 trillion and VND 137 billion
occupancy rate was 89.9% in 2018(*), an trillion during 2018, from VND 13.36 trillion respectively over the beginning of 2018. In

400
APARTMENTS, SHOPHOUSES,
increase from 87.6% in 2017, thanks to
its asset enhancement initiatives such as
reconfiguration of layout, upgrading tenant
at the end of 2017 to VND 7.12 trillion at the
end of 2018. The change was mainly due to
fluctuations in Short-term Loan Receivable
addition, the Company continued to develop
new projects, leading to an increase of VND
263 billion in Construction in Progress.
CONDOTELS AND SHOPOFFICES mix and improving customer experiences. and Other Current Assets. Short-term
Loan Receivable decreased by VND 2.61 Total Liabilities decreased by VND 3.19
trillion due to the recovery of due loans. trillion, from VND 5.97 trillion in 2017 to VND

Discussion and Indicators 2018


(trillion VND)
2017
(trillion VND)
%
Change
Other Current Assets decreased by VND
3.75 trillion, from VND 5.53 trillion in 2017
2.78 trillion at the end of 2018, primarily due
to the decrease of VND 2.80 trillion in Short-
Analysis of the Revenue from leasing activities 5.506 4.455 24% to VND 1.78 trillion in 2018, mainly due to Term Loan and Debts resulting from the

Income Statement
and rendering of related services the Company’s recognition of completed repayment of VND 2.80 trillion of bonds due
Revenue from sale of inventory 3.433 951 261% investment properties corresponding to its in 2018.

for the Year properties


Other revenue 185 112 66%
deposits for investment purpose.
Owners’ Equity increased by VND 2.42 trillion
Ending December Total revenue 9.124 5.518 65%
Non-Current Assets increased by VND to VND 28.51 trillion, equivalent to a 9%

31, 2018
6.78 trillion, from VND 24.78 trillion at the increase, due to an increase of VND 2.40
Leasing net operating income (*) 3.829 3.089 24% end of 2017 to VND 31.56 trillion at the end billion in Retained Earnings resulting from the
of 2018, due primarily to the fluctuations improved performance over 2017.
Profit before tax 3.053 2.169 41%
in Investment Properties, Construction in
Profit after tax 2.413 2.028 19% Progress and Fixed Assets account. The Statutory Obligations increased from VND
Company completed and placed in operation 211 billion in 2017 to VND 276 billion in 2018.
Source: VAS audited consolidated financial statements for 2017 and 2018
20 new retail malls, increasing the total of During 2018, the Company paid a total of
(*) Estimated data its Investment Properties and Fixed Assets VND 1.27 trillion to the State budget.

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58 Chapter 3 – Management Report on 2018 Business Performance and 2019 Plan of Action

Basic Financial Indicators


Indicators Unit 2018 2017

Asset structure Non-current assets/Total assets % 81.59 64.97

Current assets/Total assets % 18.41 35.03

Capital structure Total liabilities/Total assets % 26.30 31.57

Owners’ equity/Total assets % 73.70 68.43

Liquidity ratio Quick ratio Times 0.67 0.68

Current ratio Times 1.14 1.64

Profitability Profit after tax/Total assets % 6.24 5.32

Profit after tax/Net revenue % 26.45 36.74

Profit after tax/Owners’ equity % 8.46 7.77

Source: VAS audited consolidated financial statements for 2017 and 2018

During the fiscal year ending December 31, TOTAL LIABILITIES /


2018, Current ratios for Vincom Retail declined TOTAL ASSETS
from 1.64 times to 1.14 because Current
Assets decreased in a greater extent than the
decrease in Current Liabilities. The former’s
decrease was mainly attributable to: (i) during
2018, Vincom Retail handed over a number of 26.30%
large real estate projects to buyers, leading to
a sharp decrease in Inventory Properties; (ii)
recovery of due loans; and (iii) reclassification
of project development investment deposits
corresponding to completed investment
properties. Meanwhile, the decrease in Curent
Liabilities primarly resulted from repayment OWNERS’ EQUITY /
of VND 2.80 trillion of bonds due in 2018. The TOTAL ASSETS
Quick ratio remained at 0.67 due to increased
cash on hand.

Current Liabilities decreased while Total


Assets increased, the ratio of Total Liabilities 73.70%
to Total Assets decreased from 31.57% to
26.30% and that of Owners’ Equity to Total
Assets increased from 68.43% to 73.70%.

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L
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Blueprint In 2019, Vincom Retail


In terms of products, Vincom Retail continues malls with retail GFA ranging from 60,000 to up-to-date information on consumer trends
to maintain a diverse portfolio through 100,000 square meters will serve as the main and the retail market with its tenants.

for 2019
the synchronous development of all four highlight in design and shopping space, and

aims to continue to
different formats: Vincom Center, Vincom aim to deliver new experiences of modern In terms of marketing strategy, Vincom Retail
Mega Mall, Vincom Plaza and Vincom+, and traditional shopping spaces as well as of will continue to organize diverse activities on
constantly improving products to suit the cultural and entertainment spaces. major public holidays and during important

consolidate its leading


preferences of customers and the market. annual festivals and occasions such as Lunar
Most retail mall projects are located within Capitalizing on the trend that retail malls New Year, Children’s Day, Mid-Autumn
integrated and mixed-use projects: Vincom are not only for shopping, but also for Festival, Christmas, International Women’s

position in the retail


Center at prime locations, Vincom Mega Mall entertainment and human connections, Day and Vietnamese Women’s Day. In
in a mega mixed-use project, Vincom Plaza in 2019, Vincom Retail will focus on in- addition, Vincom Retail will cooperate with
in a complex of 5-star hotels or high-end depth research on customers’ needs and its tenants to hold joint periodic marketing

property market, in
apartments, Vincom+ with shophouses. This expectations to develop and implement well- programs and adopt the free-of-charge
approach makes these retail malls become suited and trendy activities and services in policty to support its tenants in organizing
a highlight and a new symbol of modern its retail malls; create and offer a complete suitable events. Under this marketing

terms of quantity,
lifestyle in their respective locales. In addition mixture of services and utilities, and maintain strategy, Vincom Retail aims to organize
to its expansion to provincial markets close connection with local communities. In 3,000 events across its network and
through Vincom Plazas and Vincom+ malls, 2019, Vincom Retail will closely accompany draw 220 million customer visits in 2019,

market share and


Vincom Retail will focus on the development its tenants through market research activities, making Vincom Retail malls the first-choice
of Vincom Mega Malls and Vincom Centers updating trends and collaboration strategies destination for customers’ on holidays and
in two major cities, Hanoi and Ho Chi Minh in marketing activities and will share the most weekends.

quality.
City. They are strategic projects, bringing
together a huge number of major domestic
and international brands, including brands
making their debut in Vietnam and serving as
The Company plans to open 13 new retail malls, bringing the total number of retail malls to 79 a place where Vincom Retail introduces new
and total retail GFA to over 1.6 million square meters nationwide, with two highlights being shopping trends, unique retail store formats
Vincom Center Tran Duy Hung and the highest Skyview observatory in Vietnam at Vincom and impressive architectural spaces.
Center Landmark 81.
Also in 2019, Vincom Retail plans to officially
launch and pre-lease its key Vincom Mega
Mall projects located in the Vinhomes
mega projects (expected to open in 2020
and 2021). Each project possesses unique
competitive advantages, including a prime
location in a large project complex of
hundreds of hectares, a promising number
of customers from apartment buildings,
adjacent villas, shophouses and K-12
schools, and possible links to entertainment
complexes such as Vinpearl Land, Safari and
VinUni. The retail mall-shophouse format in
these mega projects will offer large-scale
convenient shopping and service complexes
to residents of each project, of which retail

2019 OPENING PLAN

13 malls

TOTAL RETAIL GFA IN 2019 TO REACH


OVER

1.6 million m2
CHAPTER

04

Corporate
Governance

64 Vincom Retail Governance Structure

64 Report of the Board of Directors

66 Report of the Supervisory Board

66 Governance Report

67 Internal Audit Report

67 Risk Management

68 Share Price Information and Investor Relations

ANNUAL
REPORT
Vincom Center Metropolis, Hanoi 2018
64 Chapter 4 – Corporate Governance

Vincom Retail Governance Structure Participation of Board With the exception of three members of the Board of Directors based
overseas, all remaining members and Management are fully engaged

Members in Corporate in corporate governance training.

Further details can be found in Vingroup’s Annual Report 2018, Corporate Governance – Vingroup Governance Structure.
Governance Programs

Report of the Board of Directors


Introduction of the Board Meetings and the Announcement
Board of Directors of Major Decisions
The Board of Directors (“the Board” or “the During 2018, the Board of Directors followed the Company’s Charter, Corporate Governance,
BOD”) consists of nine members. It is headed internal management rules, and the law, as follows:
by the Chairperson and includes three
independent directors. • Led, directed, and successfully organized the 2018 Annual General Meeting of Shareholders
(“the GMS”) on June 07, 2018

• Directed the collection of shareholders’ written ballots and issued GMS resolutions on
August 15, 2018 and September 4, 2018

• Implemented the financial reports of 2018, Annual report and the quarterly and semi-annual
financial reports

• Supervised the implementation of decisions made by the GMS and the Board, and supervised
the business activities of the Management

• Supervised information disclosure to ensure transparency and timeliness appropriate to a large


publicly-listed company, and

• Supervised the work of the Management to improve business performance and to accomplish
planned goals.

The Board of Directors has not set up subcommittees directly under the
Board. During 2018, the Board issued 20 resolutions, including the following:

Content Number of resolutions

Reorganizing corporate management and the company’s


10
operational structure

Increasing charter capital that has resulted from additional


02
share issuance

Establishing more branches 06

Organizing General Meeting of Shareholders 01

Contributing capital to establish P&Ls 01

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L
66 Chapter 4 – Corporate Governance Chapter 4 – Corporate Governance 67

Report of the Supervisory Board


Assessment of the financial The Supervisory Board approves the consolidated financial statements
of 2018 as audited by KPMG Vietnam Limited. The financial statements Compensation Remuneration for members of the Board was VND 6.1 billion – equivalent to 0.25% of 2018 profit
after tax.

situation of the Company give a true and fair view of the financial position of the Company as
of December 31, 2018 and the results of operations and cash flows
for Members of Remuneration for the Supervisory Board was VND 0.8 billion – equivalent to 0.03% of 2018 profit
after tax.
for the year 2018 in accordance with the provisions of the Company’s the Board and
accounting system.
Supervisory Board
Assessment of compliance The Supervisory Board evaluates the Company’s activities as
sustainable and in compliance with existing law. The implementation
Changes in the Ms. Duong Thi Mai Hoa stepped down • Ms. Nguyen Thu Ha stepped down from

with the law and of decisions of the Annual General Meeting and the Board is closely from the Board on March 9, 2018. Management on March 30, 2018.
monitored to ensure full compliance. The Supervisory Board believes membership • Ms Tran Thu Hien was appointed as
implementation of decisions The following individuals have been
of the Board,
the Annual General Meeting, the Board and related departments have Management on March 30, 2018.

made by the Annual General completed all of their assigned duties. appointed to the Board since June 7, 2018:
• Mr. Nguyen Anh Dung was appointed as
Supervisory
Meeting of Shareholders and • Ms. Thai Thi Thanh Hai Management on June 26, 2018.

Board, and • Ms. Tran Mai Hoa • Mr. Bui Tien Luc stepped down as Chief
the Board of Directors • Ms. Mai Thu Thuy
Management
Accountant on June 20, 2018.
• Ms. Nguyen Thi Diu
• Ms. Nguyen Thi Xuan Nghia was
• Ms. Le Mai Lan
appointed as Chief Accountant on June

Assessment of compliance Thanks to strict implementation of corporate governance regulations Mr. Jeffrey David Perlman
20, 2018.
by the Management and employees, the Board was able to monitor, • Mr. Timothy J. Daly

with the Company’s internal update the Company’s business strategies in a timely manner, and
make decisions related to the operations of the Company. During the


Mr. Brett Harold Krause
Mr. Phan Thanh Son
management guidelines past year, the Supervisory Board has increased its inspection and control
of compliance, the quality of work and the level of independence in its

Internal Audit Report


monitoring activities, especially as they relate to material transactions
and transactions with related parties.

Further details can be found in Vingroup’s Annual Report 2018, Corporate Governance – Internal Audit Report.

Governance Report
2018 Governance During 2018, Vincom Retail remained in full principles and fortify the relationships between Risk Management
compliance with regulations on corporate the Company and related parties.

Report governance. The Company disclosed to


investors and stakeholders all information on Vincom Retail’s Investor Relations function
The Vincom Retail Board of Directors works
closely and frequently with various functional
Further details can be found in Vingroup’s
Annual Report 2018, Corporate Governance
business operations within the required time strives to provide transparent information to departments to manage risks. Vingroup’s – Risk Management.
period and in a transparent manner. shareholders and investors. risk management policies are adopted by
Vincom Retail. Risk Management is central
After achieving a positive outcome from the Vincom Retail is one of the few enterprises to to the management of the Company as
2017 restructuring, Vincom Retail continued issue financial reports in line with Vietnamese reflected in its control system, which ensures
to streamline its administrative processes Accounting Standards (VAS) and International a balance between incident costs and risk
and optimize resource allocation in order Financial Reporting Standards (IFRS). The management costs.
to maximize contribution and enhance the financial reports of the Company and its P&Ls
supervisory functions of the Board, as well as are audited by KPMG Vietnam Ltd.
ensure a system-wide implementation of the

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L VI N CO M R E T A IL ANNU AL RE P O RT 201 8


68 Chapter 4 – Corporate Governance Chapter 4 – Corporate Governance 69

Share Price Vincom Retail Share Price During 2018


Insider holdings (as at December 28, 2018)

No. Name Position Number of shares held Ownership

Information Ticker: VRE


Shares outstanding as of February 28, 2019: 2,328,818,410 shares BOARD OF DIRECTORS
(shares) percentage (%)

and Investor Market capitalization on February 28, 2019: 76,851,007,530,000 VND


Non-restricted shares: 2,328,818,410 shares
1 Ms. Thai Thi Thanh Hai Chairperson of the Board 0 0

Relations
2 Ms. Tran Mai Hoa Board member 0 0
Restricted shares: None
3 Ms. Mai Thu Thuy Board member 0 0

4 Ms. Nguyen Thi Diu Board member 0 0

Price Trading volume 5 Ms. Le Mai Lan Board member 0 0

Share price (*) Date Price (VND/share) Date Trading volume 6 Mr. Jeffrey David Perlman Board member 0 0
(‘000 shares)
7 Mr. Brett Harold Krause Independent Board member 0 0
Closing December 28, 2018 27,900 Closing December 28, 2018 2,200
8 Mr. Timothy J. Daly Independent Board member 0 0
Low December 28, 2018 27,900 Low June 27, 2018 546
9 Mr. Phan Thanh Son Independent Board member 0 0
High January 19, 2018 49,796 High March 16, 2018 19,161
MANAGEMENT
Average volume-weighted price (**) 37,840 Average daily volume 2,448
1 Ms. Tran Mai Hoa CEO 0 0
(*): Calculated based on adjusted share prices. Vincom Retail issues bonus shares at the ratio of 1.000 : 0.225, resulting in the diluted market price.
2 Ms. Tran Thu Hien Deputy CEO 0 0
(**): Calculated using weighted average closing prices for 248 trading days in 2018.
Source: Ho Chi Minh Stock Exchange and Bloomberg. 3 Mr. Nguyen Anh Dung Deputy CEO 0 0

4 Ms. Pham Ngoc Thoa CFO 0 0


Shareholder structure (as at December 28, 2018)
5 Ms. Nguyen Thi Xuan Nghia Chief Accountant (appointed in June 2018) 0 0
No, Shareholder Number of shares Ownership Number of Distribution of shareholders
SUPERVISORY BOARD
held (shares) percentage (%) shareholders
Institutional Individual 1 Ms. Do Thi Quynh Trang Chairperson 0 0
1 State ownership 0 0 0 0 0 2 Ms. Nguyen Thu Phuong Member 61 0.000002
2 Founding shareholders/ FDI 0 0 0 0 0 3 Ms. Tran Thanh Tam Member 0 0
- Domestic 0 0 0 0 0

- Foreign 0 0 0 0 0
Significant shareholder holdings (as at January 4, 2018)
3 Significant shareholders (holding 1,370,934,393 58.87 3 3 0
above 5%) No. Shareholder Number of shares held Ownership
- Domestic 1,370,934,393 58.87 3 3 0 (shares) percentage (%)

- Foreign 0 0 0 0 0 1 Vingroup Joint Stock Company 427,715,101 18.37

4 Company’s Union 0 0 0 0 0 2 Sai Dong Urban Development and Investment JSC 751,030,941 32.25

- Domestic 0 0 0 0 0 3 Hanoi Southern City Development and Trading LLC 192,188,351 8.25
- Foreign 0 0 0 0 0

5 Treasury shares 0 0 0 0 0

6 Preference shares (if any) 0 0 0 0 0 TRANSACTIONS BY TRANSACTIONS BY TRANSACTIONS OF TRANSACTION


7 Others 957,884,017 41.13 12,936 239 12,697
INSIDERS (MEMBERS RELATED PARTIES OF TREASURY SHARE OF SIGNIFICANT
OF THE BOARD, OUR INSIDERS None SHAREHOLDERS
- Domestic 225,024,735 9.66 12,419 38 12,381
SUPERVISORY BOARD, None None
- Foreign 732,859,282 31.47 517 201 316 MANAGEMENT)
TOTAL 2,328,818,410 100 12,939 242 12,697 None

In which: – Domestic 1,595,959,128 68.52 12,422 41 12,381

– Foreign 732,859,282 31.47 517 201 316

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L VI N CO M R E T A IL ANNU AL RE P O RT 201 8


70 Chapter 4 – Corporate Governance Chapter 4 – Corporate Governance 71

Changes in Shareholders’ Equity 2018 INVESTOR RELATIONS CALENDAR

Additional capital Post-transaction Credit Suisse – Ninth Annual ASEAN Conference Singapore
Time Method
(VND) charter capital (VND) Quarter 1
VCSC – Vietnam Access Day Conference Ho Chi Minh City
2013 0 2,944,200,000,000 Initial capital in the form of a joint stock company

July, 2013 2,829,600,000,000 5,773,800,000,000 Private placement of common shares and preference shares
Deutsche Bank – Access Asia Conference Singapore
December, 2013 3,530,000,000,000 9,303,800,000,000 Private placement of common shares and preference shares
2018 Annual General Meeting of Shareholders Hanoi
April, 2014 2,706,780,000,000 12,010,580,000,000 Private placement of common shares and preference shares Quarter 2
Webinar updating business results in Quarter I, 2018 Hanoi
June, 2015 9,098,000,000 12,019,678,000,000 Private placement of common shares
VNDirect – Vietnam Opportunity Day 2018 Thailand
July, 2015 2,152,567,470,000 14,172,245,470,000 Private placement of preference shares

March, 2016 1,544,917,800,000 15,717,163,270,000 Private placement of common shares

May, 2016 1,254,223,147,829 16,971,386,417,829 Issuance to existing shareholders Webinar updating business results in Quarter II, 2018 Hanoi

October, 2016 117,851,002,171 17,089,237,420,000 Issuance to existing shareholders Quarter 3 Citi – 7th Annual Frontier Markets Symposium London

December, 2016 4,002,487,530,000 21,091,724,950,000 Issuance to existing shareholders HSC – Emerging Vietnam 2018 Conference Ho Chi Minh City

September, 2017 419,200,000,000 21,510,924,950,000 Issuance of preference shares to convert convertible loans

September, 2017 (2,500,137,620,000) 19,010,787,330,000 Redemption of preference shares and cancellation Webinar updating business results in Quarter III, 2018 Hanoi
Conversion of preference shares into common shares
SSI – SSI Gateway to Vietnam Ho Chi Minh City
Issuance of shares from owners’ equity to existing Quarter 4
December, 2018 4,277,396,770,000 23,288,184,100,000 Goldman Sachs & SSI – Vietnam Corporate Day Singapore
shareholders

Morgan Stanley – Asia Pacific Summit Singapore

Shareholders Vincom Retail maintains an active investor


relations program to respond to inquiries,
and site visits to keep shareholders and other
investors updated on the Company’s projects
FINANCIAL CALENDAR
and Investor distribute
communications
information
with
and manage
shareholders,
as well as on its financial and operational
results. Many investor events provide access
Relations Activities investors, analysts and other interested to the Company’s senior managers to answer
Financial year ending December 31, 2018
During 2018 parties. The Company is
to fair treatment to all shareholders,
committed questions about strategy and operations.
April 29, 2018 Release of Quarter I, 2018 Financial Statements
whether domestic or foreign, institutional During 2018, Vincom Retail participated in nine
or individual. Through its website, the domestic- and foreign-investor conferences July 30, 2018 Release of Quarter II, 2018 Financial Statements
Company provides timely and accurate in the UK, Singapore and Thailand, meeting
October 30, 2018 Release of Quarter III, 2018 Financial Statements
information on its business to shareholders hundreds of interested investors. Vincom
and members of the public. The Retail also redesigned its Investor Relations January 30, 2019 Release of Quarter IV, 2018 Financial Statements
information is presented in English as well website to make it more visually attractive and
as Vietnamese. Investor presentations, user-friendly. This has received much positive
news, and financial reports are updated feedback from users.
regularly and may be downloaded from Financial year ending December 31, 2019
www.ir.vincom.com.vn. During 2019, Vincom Retail’s Investor
April, 2019 Proposed release of Quarter I, 2019 Financial Statements
Relations Department plans an even greater
In addition to the GMS, quarterly conference number of events for investors. Our goal is to July, 2019 Proposed release of Quarter II, 2019 Financial Statements
calls and investor meetings following the respond promptly to all investor and analyst
release of financial results, Vincom Retail inquiries. Investor Relations can be reached October, 2019 Proposed release of Quarter III, 2019 Financial Statements
also hosts regular briefings, other meetings via email at [email protected].
January, 2020 Proposed release of Quarter IV, 2019 Financial Statements

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L VI N CO M R E T A IL ANNU AL RE P O RT 201 8


CHAPTER

05

Sustainable
Development

75 Vincom Retail’s Vision for Sustainability

75 2018 Sustainability Report

76 Sustainable Development Strategy

ANNUAL
REPORT
Vincom Center Landmark 81, Ho Chi Minh City 2018
74 Chapter 5 – Sustainable Development Chapter 5 – Sustainable Development 75

Vincom Retail’s Vision


for Sustainability
Further details can be found in Vingroup’s Annual Report 2018, Vingroup’s Vision for
Sustainability – Sustainability.

2018 Sustainability Report


Energy Efficiency and
Environmental Protection
During 2018, Vincom Retail researched improving chiller performance or replacing
and implemented solutions for each retail multi-split type air-conditioning system (VRV)
mall format to better conserve energy and with FCU.
water by improving design and operating
standards, and by applying systematic In 2019, Vincom Retail has begun to work
energy-saving approaches. As a result, with foreign partners to find new solutions
Vincom Retail malls have reduced their and technologies for the testing of Ceramic
per-square-meter energy use by 3 panels which are expected to improve the
percent from 2017 levels. performance of VRV air conditioning systems.
This new system has been tested at Vincom
The Company has standardized the designs Plaza Phan Van Tri, and if successful, will
of its building architecture. Vincom Retail has be implemented at other Vincom Plazas.
also standardized engineering specifications The Company will continue to consider the
for lighting, air conditioning, water supply, use of solar energy in areas that have a
drainage and fire-protection systems. This great amount of sunlight, with reasonable
program helps minimize waste and reduce investment expenses.
solid and liquid discharges at ground level,
as well as emissions into the air, during In addition, Vincom Retail malls initiated
construction and operation of facilities. waste sorting program to manage hygiene
on site and to protect the environment.
Vincom Retail has set new operational Wastes are sent to designated collection
standards, including maintenance schedules points and sorted out into dry, wet and
and regulations on equipment use, in hazardous categories for contractors to
accordance with the needs of each mall. collect, remove from site and process every
This has saved power and helped protect day in accordance with the waste collection
the environment. For example, inverters were and sorting procedure.
installed in some air-conditioning systems,
cooling towers and water pumps to address
peak and off-peak demands and weather
conditions in order to optimize equipment
performance.

Furthermore, Vincom Retail has implemented


systematic energy-saving solutions, such
as replacing air-cooled with water-cooled
modular chiller in some of retail malls (Vincom
Plaza Le Thanh Tong, Hai Phong, and Vincom
Plaza Long Xuyen, An Giang), with the aim of

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L VI N CO M R E T A IL ANNU AL RE P O RT 201 8


76 Chapter 5 – Sustainable Development

Sustainability After 18 months of operation, VCCA has


organized 14 major exhibitions and 120 other
Vincom Retail is the first and still the only
organization in Vietnam to own and operate

of Product art events and education sessions, attracted


over 100 prestigious artists, more than 900
international-standard ice skating
In 2018, Vincom Retail opened its sixth
rinks.

Development artworks and nearly 300,000 visitors, making skating rink at Vincom Center Landmark 81.
Vincom Mega Mall Royal City a major cultural During the last Christmas season, Vincom
In June 2017, the Vincom Center for destination for the general public. In 2018, Retail held its fourth Vincom Figure Skating
Contemporary Art (VCCA) was opened the Department of Fine Arts, Photography Championship, attracting more than 50
at Vincom Mega Mall Royal City. This is a and Exhibitions of the Vietnamese Ministry candidates from around the nation. This was
large-scale not-for-profit center for the art of Culture, Sports & Tourism honored the also the first official ice-skating tournament
developed and managed by the Company. “Silk Painting and Small Sculpture Exhibition,” after Vietnam established its Skating
jointly organized by VCCA and the Ministry, Federation in October 2018, and became a
as one of the Top 10 Fine Arts – Photography member of the International Skating Union,
Events of 2018. cultivating skating talents in Vietnam for
regional tournaments and contributing to
making skating a new sport in Vietnam.

Sustainability of 20.36% 63.83% 34.38%

Human Resources 65.52%

In order to attract talented employees and to


15.81%
reward long-term commitment, Vincom Retail
EMPLOYEE EMPLOYEE
has created a comprehensive compensation
STRUCTURE DISTRIBUTION
policy that covers all employees, skills, and
BY GENDER
organizational levels. This policy tracks the
contributions of each individual employee.

University and higher (702) Male (2,259) Female (1,189)


College, vocational training (545)
Unskilled worker (2,201)

Average monthly income per employee during 2018 was VND 23.1 million.

EMPLOYMENT POLICIES
Vincom Retail complies fully with all employment laws and regulations to ensure that jobs are
protected, income is improved, and employee morale is safeguarded.

Further details can be found in Vingroup’s Annual Report 2018, Sustainability Report – Ongoing
Development of Human Capital.

Sustainable Further details can be found in Vingroup’s Annual Report 2018, Sustainability Report –
Sustainability Strategy

Development
Strategy
AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L
CHAPTER

06

Consolidated
Financial
Statements

80 Corporate Information

81 Statement of the Board of Management

82 Independent Auditor’s Report

83 Consolidated Balance Sheet

86 Consolidated Statement of Income

87 Consolidated Cash Flow Statement

89 Notes to the Consolidated Financial Statements

ANNUAL
REPORT
Vincom Center Nguyễn Chí Thanh, Hà Nội 2018
80 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 81

Corporate Information Statement of the Board of Management


Business Registration No. 0105850244 11 April 2012
The Board of Management of Vincom Retail Joint Stock Company (“the Company”) presents this statement and the accompanying consolidated
financial statements of the Company and its subsidiaries for the year ended 31 December 2018.
Certificate
The Company’s Business Registration Certificate has been amended several times, the most The Board of Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with
recent of which is dated 02 January 2019. The Company’s Business Registration Certificate was Vietnamese Accounting Standards, the Vietnamese Accounting System for enterprises and the relevant statutory requirements applicable to
issued by the Department of Planning and Investment of Ha Noi City. financial reporting. In the opinion of the Board of Management:

(a) the consolidated financial statements set out on pages 6 to 69 give a true and fair view of the consolidated financial position of the
No. Name Position Notes Company and its subsidiaries as at 31 December 2018, and of the consolidated results of operations and the consolidated cash flows of the
Company and its subsidiaries for the year ended in accordance with Vietnamese Accounting Standards, the Vietnamese Accounting System
Board of Directors
for enterprises and the relevant statutory requirements applicable to financial reporting; and
1 Ms. Thai Thi Thanh Hai Chairwoman from 07 June 2018
(b) at the date of this statement, there are no reasons to believe that the Company and its subsidiaries will not be able to pay its debts as and
2 Ms. Mai Thu Thuy Member from 07 June 2018
when they fall due.
Chairwoman from 09 March 2018 to 07 June 2018

3 Ms. Duong Thi Mai Hoa Chairwoman until 09 March 2018 The Board of Management has, on the date of this statement, authorised these accompanying consolidated financial statements for issue.

4 Ms. Tran Mai Hoa Member

5 Ms. Nguyen Thi Diu Member


On behalf of the Board of Management
6 Ms. Le Mai Lan Member

7 Mr. Jeffrey David Perlman Member

8 Mr. Brett Harold Krause Member

9 Mr. Timothy J. Daly Member

10 Mr. Phan Thanh Son Member

BOARD OF MANAGEMENT

1 Ms. Tran Mai Hoa General Director


PHAM NGOC THOA
2 Mr. Nguyen Anh Dung Deputy General Director from 26 June 2018 Chief Finance Officer
3 Ms. Tran Thu Hien Deputy General Director from 30 March 2018
Hanoi, 25 March 2019
4 Ms. Nguyen Thu Ha Deputy General Director until 30 March 2018

5 Ms. Pham Ngoc Thoa Chief Finance Officer

BOARD OF SUPERVISION

1 Ms. Do Thi Quynh Trang Head of Board of Supervision

2 Ms. Nguyen Thu Phuong Member

3 Ms. Tran Thanh Tam Member

Registered Office Auditor


No. 7, Bang Lang 1 Street, KPMG Limited
Ecological Residence of Vinhomes Riverside Vietnam
Viet Hung Ward, Long Bien District,
Hanoi city, Vietnam

VI N CO M R E T A IL ANNU AL RE P O RT 201 8
82 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 83

Independent auditors’ report Consolidated balance sheet


as at 31 Decemeber 2018

To the Shareholders Vincom Retail Joint Stock Company

We have audited the accompanying on these consolidated financial statements We believe that the audit evidence we have Code Note 31.12.2018 01.01.2018
consolidated financial statements of based on our audit. We conducted our audit obtained is sufficient and appropriate to VND VND
Vincom Retail Joint Stock Company and its in accordance with Vietnamese Standards provide a basis for our audit opinion. ASSETS
subsidiaries, which comprise the consolidated on Auditing. Those standards require that we
balance sheet as at 31 December 2018, the comply with ethical requirements and plan Auditor’s Opinion Current assets 100 7,122,640,820,313 13,356,535,681,339
consolidated statements of income and and perform the audit to obtain reasonable (100 = 110 + 120 + 130 + 140 + 150)
cash flows for the year then ended and assurance about whether the consolidated In our opinion, the consolidated financial
Cash and cash equivalents 110 5 2,431,380,824,439 1,421,529,231,881
the explanatory notes thereto which were financial statements are free of material statements give a true and fair view, in
authorised for issue by the Company’s Board misstatement. all material respects, of the consolidated
Cash 111 501,380,824,439 851,529,231,881
of Management on 25 March 2019, as set out financial position of Vincom Retail Joint
on pages 06 to 69. An audit involves performing procedures to Stock Company and its subsidiaries as at 31
Cash equivalents 112 1,930,000,000,000 570,000,000,000
obtain audit evidence about the amounts and December 2018 and of their consolidated
Management’s Responsibility disclosures in the financial statements. The results of operations and their consolidated
Short-term financial investments 120 701,416,674,850 60,181,546,761
procedures selected depend on the auditor’s cash flows for the year then ended in
The Company’s Board of Management is judgement, including the assessment of the accordance with Vietnamese Accounting
Held-to-maturity investments 123 6 701,416,674,850 60,181,546,761
responsible for the preparation and fair risks of material misstatement of the financial Standards, the Vietnamese Accounting
presentation of these consolidated financial statements, whether due to fraud or error. In System for enterprises and the relevant
Accounts receivable – short-term 130 1,047,919,405,624 4,052,502,966,557
statements in accordance with Vietnamese making those risk assessments, the auditor statutory requirements applicable to financial
Accounting Standards, the Vietnamese considers internal control relevant to the reporting.
Accounts receivable from customers – short-term 131 7 444,767,619,024 567,834,036,030
Accounting System for enterprises and the Company’s preparation and fair presentation
relevant statutory requirements applicable to of the financial statements in order to design Other Matter Prepayments to suppliers – short-term 132 8 282,451,398,435 277,332,511,822
financial reporting, and for such internal control audit procedures that are appropriate in the
as the Board of Management determines circumstances, but not for the purpose of The consolidated financial statements of Loans receivable – short-term 135 9 - 2,613,600,000,000
is necessary to enable the preparation of expressing an opinion on the effectiveness the Company and its subsidiaries for the
consolidated financial statements that are of the Company and its subsidiaries’ internal year ended 31 December 2017 were audited Other short-term receivables 136 10(a) 333,110,692,769 663,549,796,021
free from material misstatement, whether control. An audit also includes evaluating by another firm of auditors whose report
due to fraud or error. the appropriateness of accounting policies dated 10 April 2018 expressed an unqualified Allowance for doubtful debts 137 11 (12,410,304,604) (69,813,377,316)
used and the reasonableness of accounting opinion on those statements.
Auditor’s Responsibility estimates made by the Company’s Board of Inventories 140 12 901,518,194,206 1,816,699,091,977
Management, as well as evaluating the overall
Our responsibility is to express an opinion presentation of the financial statements. Inventories 141 903,377,872,498 1,842,989,435,687

KPMG Limited’s Branch in Ho Chi Minh City Allowance for inventories 149 (1,859,678,292) (26,290,343,710)
Vietnam
Audit Report No.: Other current assets 150 2,040,405,721,194 6,005,622,844,163
18-01-00278-19-2
Short-term prepaid expenses 151 18(a) 152,319,205,840 347,781,813,747

Deductible value added tax 152 105,086,024,990 125,297,469,785

Taxes and other receivables from State Treasury 153 490,364 2,160,024,734

Other current assets 155 13 1,783,000,000,000 5,530,383,535,897


HA VU DINH CHANG HUNG CHUN
Practicing Auditor Registration Practicing Auditor Registration
Certificate No. 0414-2018-007-1 Certificate No. 0863-2018-007-1
Deputy General Director

Ho Chi Minh City, 25 March 2019 The accompanying notes are an intergral part of these consolidated financial statements

AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L VI N CO M R E T A IL ANNU AL RE P O RT 201 8


84 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 85

Code Note 31.12.2018 01.01.2018 Code Note 31.12.2018 01.01.2018


VND VND VND VND
Long-term assets (200 = 210 + 220 + 230 + 240 + 200 31,561,042,607,246 24,776,701,353,840 RESOURCES
250 + 260)
LIABILITIES (300 = 310 + 330) 300 10,174,402,001,701 12,039,182,364,957
Accounts receivable – long-term 210 10,106,962,116 7,594,538,151
Current liabilities 310 6,259,845,554,046 8,138,185,249,855

Other long-term receivables 216 10(c) 10,106,962,116 7,594,538,151 Accounts payable to suppliers – short-term 311 21 3,423,550,940,711 1,065,331,095,768

Advances from customers – short-term 312 22 887,933,520,492 2,182,538,040,726


Fixed assets 220 307,841,694,121 170,582,653,735
Taxes and other payables to State Treasury 313 23 276,208,165,719 210,977,942,122
Tangible fixed assets 221 14 281,955,461,842 136,943,332,298 Payables to employees 314 840,767,194 6,656,956,329

Accrued expenses 315 24 777,952,158,666 513,997,590,415


Cost 222 365,420,937,565 185,494,246,758
Unearned revenue – short-term 318 25(a) 102,060,318,189 31,229,205,083
Accumulated depreciation 223 (83,465,475,723) (48,550,914,460) Other payables – short-term 319 26(a) 749,230,246,551 1,299,618,600,994

Intangible assets 227 15 25,886,232,279 33,639,321,437 Short-term bonds and finance lease liabilities 320 27(a) 18,078,835,131 2,815,687,168,461

Provisions – short-term 321 28 21,094,443,889 9,252,492,453


Cost 228 45,236,328,892 46,477,046,089
Bonus and welfare funds 322 2,896,157,504 2,896,157,504

Accumulated amortisation 229 (19,350,096,613) (12,837,724,652) Long-term liabilities 330 3,914,556,447,655 3,900,997,115,102

Unearned revenue – long-term 336 25(b) 215,361,851,210 56,368,606,277


Investment property 230 16 26,429,422,507,995 20,401,205,403,605
Other payables – long-term 337 26(b) 855,791,373,377 623,930,109,316
Cost 231 29,763,599,129,860 22,721,608,675,377 Long-term bonds and finance lease liabilities 338 27(b) 2,762,382,304,276 3,158,122,599,141

Deferred tax liabilities 341 19 81,020,918,792 62,575,800,368


Accumulated depreciation 232 (3,334,176,621,865) (2,320,403,271,772)
EQUITY (400 = 410) 400 28,509,281,425,858 26,094,054,670,222
Long-term work in progress 240 1,343,477,739,304 1,080,110,809,673 Owners’ equity 410 29 28,509,281,425,858 26,094,054,670,222

Construction in progress 242 17 1,343,477,739,304 1,080,110,809,673 Share capital 411 30 23,288,184,100,000 19,010,787,330,000

– Ordinary shares with voting rights 411a 23,288,184,100,000 19,010,787,330,000


Long-term financial investments 250 1,832,000,000,000 1,830,000,000,000
Share premium 412 46,983,098,907 4,324,379,868,907

Equity investments in other entities 253 2,000,000,000 - Other equity funds 420 (58,419,891,967) (58,419,891,967)

Undistributed profits after tax 421 5,190,927,603,788 2,786,541,240,791


Held-to-maturity investments 255 6 1,830,000,000,000 1,830,000,000,000
– Undistributed profits after tax brought forward 421a 2,786,541,240,791 1,831,051,293,949
Other long-term assets 260 1,638,193,703,710 1,287,207,948,676 – Net profits after tax for the current year 421b 2,404,386,362,997 955,489,946,842

Long-term prepaid expenses 261 18(b) 593,378,680,356 394,382,213,713 Non-controlling interest 429 41,606,515,130 30,766,122,491

TOTAL RESOURCES (440 = 300 + 400) 440 38,683,683,427,559 38,133,237,035,179


Deferred tax assets 262 19 9,453,197,319 13,880,235,718

Other long-term assets 268 13 556,000,000,000 327,000,000,000 25 March 2019

Goodwill 269 20 479,361,826,035 551,945,499,245 Prepared by: Approved by:

TOTAL ASSETS (270 = 100 + 200) 270 38,683,683,427,559 38,133,237,035,179

PHUNG THI THANH NGUYEN THI XUAN NGHIA PHAM NGOC THOA
Chief Accountant Chief Finance Officer

The accompanying notes are an intergral part of these consolidated financial statements The accompanying notes are an intergral part of these consolidated financial statements

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86 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 87

Consolidated statement Consolidated statement


of income of cash flow
for the year ended 31 December 2018 for the year ended 31 December 2018 (Indirect method)

Code Note 2018 2017 Code Note 2018 2017


VND VND VND VND
Revenue from sale of goods and 01 33 9,123,951,723,319 5,518,240,029,667 CASH FLOWS FROM OPERATING ACTIVITIES
provision of services
Revenue deductions 02 33 - - Accounting profit before tax 01 3,052,785,341,627 2,168,753,522,303

Net revenue (10 = 01 – 02) 10 33 9,123,951,723,319 5,518,240,029,667 Adjustments for

Cost of sales 11 34 5,482,654,981,478 2,717,091,439,410 Depreciation and amortisation 02 1,156,999,326,903 936,046,521,247


Gross profit (20 = 10 – 11) 20 3,641,296,741,841 2,801,148,590,257
Allowances and provisions 03 2,575,768,916 53,325,917,799
Financial income 21 35 519,223,529,708 586,894,964,438
Profits from investing activities 05 (517,860,505,700) (494,403,470,406)
Financial expenses 22 36 417,400,009,356 1,165,558,398,602
Interest expense and bonds issuance costs 06 375,271,013,919 531,686,434,344
In which: Interest expense 23 375,271,013,919 531,686,434,344

Share of profit in associates 24 - 539,870,358,463 Operating profit before changes in working capital 08 4,069,770,945,665 3,195,408,925,287

Selling expenses 25 37 408,674,869,689 256,176,889,225 Change in receivables and other assets 09 257,412,246,059 (80,296,849,379)

General and administration expenses 26 38 342,114,739,647 313,538,647,450 Change in inventories 10 1,087,893,048,525 (1,030,013,412,986)
Net operating profit 30
2,992,330,652,857 2,192,639,977,881 Change in payables and other liabilities 11 (1,039,269,288,173) 1,676,286,102,958
{30 = 20 + (21 – 22) + 24 – (25 + 26)}
Other income 31 39 78,051,498,814 33,738,649,561 Change in prepaid expenses 12 (12,284,785,680) (234,560,922,980)
Other expenses 32 40 17,596,810,044 57,625,105,139 4,363,522,166,396 3,526,823,842,900
Results of other activities (40 = 31 – 32) 40 60,454,688,770 (23,886,455,578)
Interest paid 14 (360,745,060,693) (474,102,890,457)
Accounting profit before tax (50 = 30 + 40) 50 3,052,785,341,627 2,168,753,522,303
Corporate income tax paid 15 (561,242,406,324) (253,310,475,017)
Current corporate income tax expense 51 42 616,686,429,168 373,749,894,338
Other receipts from operating activities 16 132,200,000,000 -
Deferred corporate income tax expense/(income) 52 42 22,872,156,823 (232,672,814,093)

Net profit after tax (60 = 50 – 51 – 52) 60 2,413,226,755,636 2,027,676,442,058 Net cash flows from operating activities 20 3,573,734,699,379 2,799,410,477,426

Attributable to: CASH FLOWS FROM INVESTING ACTIVITIES


Equity holders of the Company 61 2,404,386,362,997 2,027,446,836,794 Payments for additions to fixed assets and other long-
21 (2,577,933,362,076) (7,223,881,140,930)
term assets
Non-controlling interest 62 8,840,392,639 229,605,264
Collections on investment deposits 21 585,000,000,000 -
Earnings per share

Basic earnings per share 70 43 1,228 791 Proceeds from disposals of fixed assets 22 475,234,343 9,933,583,949

Payments for granting loans and placement of term


23 (685,953,287,489) (1,890,181,546,761)
deposits
Receipts from collecting loans and proceeds from sale
25 March 2019 24 2,659,268,494,949 1,574,694,088,166
of debt instruments

Payments for investments in other entities 25 (2,000,000,000) (4,210,000,000)


Prepared by: Approved by:
Collections of investments in other entities 26 136,694,692,439 3,588,367,957,995

Receipts of interests and dividends 27 520,565,121,013 1,856,020,571,350

Net cash flows from/(used in) investing activities 30 636,116,893,179 (2,089,256,486,231)

PHUNG THI THANH NGUYEN THI XUAN NGHIA PHAM NGOC THOA
Chief Accountant Chief Finance Officer
The accompanying notes are an intergral part of these consolidated financial statements The accompanying notes are an intergral part of these consolidated financial statements

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88 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 89


số
Thuyết
minh
2018
VND
2017
VND Notes to the consolidated
financial statement
CASH FLOWS FROM FINANCING ACTIVITIES

Purchase of shares issued 32 - (250,013,762)

Proceeds from borrowings 33 - 2,987,603,333,333 for the year ended 31 December 2018

Payments to settle loan principals 34 (3,200,000,000,000) (2,712,194,660,825) These notes form an integral part of and should be read in conjunction with the accompanying consolidated financial statements.

Payments of dividends 36 - (1,261,554,061,644)

Net cash flows used in financing activities 40 (3,200,000,000,000) (986,395,402,898) 1. REPORTING ENTITY
Net cash flows during the year (50 = 20 + 30 + 40) 50 1,009,851,592,558 (276,241,411,703)
a. Ownership Vincom Retail Joint Stock Company (“the Company”) is incorporated as a joint stock company in Vietnam. The consolidated
financial statements of the Company for the year ended 31 December 2018 comprise the Company and its subsidiaries.
Cash and cash equivalents at the beginning of the year 60 1,421,529,231,881 1,697,770,643,584 structure
Cash and cash equivalents at the end of the year
70 5 2,431,380,824,439 1,421,529,231,881
(70 = 50 + 60)
b. Principal The current principal activities of the Company and its subsidiaries are to invest in and develop shopping centers for lease
and inventory properties for sale.
activities
25 March 2019
c. Normal The Company and its subsidiaries’s normal course of business cycle of inventory properties for sale business starts at
the time of application for investment certificate, commencement of site clearance, construction, and ends at the time of
Prepared by: Approved by: operating
completion, thus, the normal course of real estate development activities is from 12 months to 36 months. The Company
cycle and its subsidiaries’s normal course of business cycle of other business activities is 12 months.

d. Company As at 31 December 2018, the Company had 3 subsidiaries (01/01/2018: 3 subsidiaries). Details of subsidiaries are described
structure as follows:

PHUNG THI THANH NGUYEN THI XUAN NGHIA PHAM NGOC THOA
Chief Accountant Chief Finance Officer Name Principal activities Address Percentage of economic
interests and voting rights as at
31.12.2018 01.01.2018

South Vincom Leasing malls, offices and No. 72, Le Thanh Ton Street and No. 100.00% 100.00%
Retail LLC providing related services, and 45A Ly Tu Trong Street, Ben Nghe
trading real estate property and Ward, District 1, Ho Chi Minh City,
entertainment services. Vietnam.

North Vincom Leasing malls, offices and No. 72A, Nguyen Trai Street, Thuong 100.00% 100.00%
Retail LLC providing related services, and Dinh Ward, Thanh Xuan District,
trading real estate property and Hanoi City, Vietnam.
entertainment services.

Suoi Hoa Urban Leasing malls, offices and Km1 + 200, Tran Hung Dao Street, 97.27% 97.83%
Development providing related services, and Suoi Hoa Ward, Bac Ninh City, Bac
and Investment trading real estate property and Ninh Province, Vietnam.
Joint Stock entertainment services.
Company

All subsidiaries are incorporated in Vietnam.


As at 31 December 2018, the Company had 981 employees (01/01/2018: 115 employees).

The accompanying notes are an intergral part of these consolidated financial statements

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90 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 91

2. BASIS OF PREPARATION Transaction costs, other than those associated with the issue of debt or equity securities, that the Company and its
subsidiaries incurred in connection with business combinations included any costs directly attributable to the business
combination, such as professional fees paid to accountants, legal advisers, valuers and other consultants to effect the
a. Statement of The consolidated financial statements have been prepared in accordance with Vietnamese Accounting Standards, the
business combination. Transaction costs are capitalised into the cost of business combination. General administrative
compliance Vietnamese Accounting System for enterprises and the relevant statutory requirements applicable to financial reporting.
costs and other costs that cannot be directly attributed to the particular business combination being accounted for are not
included in the cost of the business combination, they are recognised as an expense when incurred.
b. Basis of The consolidated financial statements, except for the consolidated statement of cash flows, are prepared on the accrual
measurement basis using the historical cost concept. The consolidated statement of cash flows is prepared using the indirect method. The Company and its subsidiaries acquire subsidiaries that own real estate projects. At the date of acquisition, the
Company and its subsidiaries consider whether the acquisition represents the acquisition of a business. The Company
and its subsidiaries account for an acquisition as a business combination where an integrated set of activities is acquired.
c. Annual The annual accounting period of the Company and its subsidiaries are from 01 January to 31 December.
accounting When the acquisition of subsidiaries does not represent a business, it is accounted for as an acquisition of a group of assets
period and liabilities. The cost of the acquisition is allocated to the assets and liabilities acquired based upon their relative fair
values, and no goodwill or deferred income tax is recognised.
d. Accounting and The Company and its subsidiaries’s accounting currency is Vietnam Dong (“VND”), which is also the currency used for
presentation financial statements presentation purposes. Business combinations involving entities or business under common control

currency
Business combination where the same group of shareholders (“the Controlling Shareholders”) control the combining
companies before and after the business combination meets the definition of business combination under common control
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES because there is a continuation of the risks and benefits to the Controlling Shareholders. Such common control business
combination is specifically excluded from the scope of Vietnamese Accounting Standard 11 – Business Combination and
The following significant accounting policies have been adopted by the Company and its subsidiaries in the preparation of these consolidated financial in selecting its accounting policies with respect to such transaction, the Company and its subsidiaries have considered
statements. Vietnamese Accounting Standard 01 – Framework and Vietnamese Accounting Standard 21 – Presentation of Financial
Statements. Based on these standards, the Company and its subsidiaries have adopted the followings.
a. Basis of i. Subsidiaries
consolidation Subsidiaries are entities controlled by the Company. The financial statements of the subsidiaries are consolidated in the • The assets and liabilities of the two combined entities are reflected at their carrying amounts on the date of business
consolidated financial statements from the date that control commences until the date that control ceases. combination;
• No goodwill is recognised from the business combination;
ii. Non-controlling interests • The consolidated statement of income reflects the results of the combined entities from the date of the business
Non-controlling interests (“NCI”) are measured at the proportionate share of the acquiree’s identifiable net assets at date combination;
of acquisition. • Prior to 01 January 2015, any difference between the cost of acquisition and net assets value acquired is treated as a
deemed distribution to or contribution from shareholders and recorded directly in other capital under equity. From 01
Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as transactions with January 2015, as a result of the adoption of Circular 202, such difference is recorded in undistributed profits after tax
owners. The difference between the change in the Company’s share of net assets of the subsidiary and any consideration under equity.
paid or received is recorded directly in undistributed profits after tax under equity.
b. Foreign Transactions in currencies other than VND during the year have been translated into VND at actual rates of exchange ruling
at the transaction dates.
iii. Transactions eliminated on consolidation currency
Intra-group transactions, balances from the Company and its subsidiaries and any unrealised income and expenses arising
Monetary assets and liabilities denominated in currencies other than VND are translated into VND at the account trans-
from intra-group transactions, are eliminated in preparing the consolidated financial statements.
fer buying rate and account transfer selling rate, respectively, at the end of the annual accounting period quoted by the
commercial bank where the Company or its subsidiaries most frequently conduct transactions as at the end of annual
iv. Asset acquisition and business combination accounting period.
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on
which control is transferred to the Company. Control exists when the Company has the power to govern the financial and All foreign exchange differences are recorded in the consolidated statement of income.
operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that
presently are exercisable are taken into account.
c. Cash Cash comprises call deposits and cash in transit. Cash equivalents are short-term highly liquid investments that are readily
convertible to known amounts of cash, are subject to an insignificant risk of changes in value and are held for the purpose
and cash
Under the purchase method, the assets and liabilities of the acquired entity are consolidated using their fair values. Cost of meeting short-term cash commitments rather than for investment or other purposes.
of business combination consists of the aggregate fair values, at the date of exchange, of assets given, liabilities incurred equivalents
or assumed, and equity instruments issued by the Company and its subsidiaries in exchange for control of the acquiree,
and transaction costs. Goodwill represents the excess of the cost of business combination over the Company and its
subsidiaries’ interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquired entity.
When the excess is negative, it is recognised immediately in the consolidated statement of income.

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92 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 93

d. Investments Held-to-maturity investments ii. Depreciation


Held-to-maturity investments are those that the Company and its subsidiaries have the intention and ability to hold until
maturity. Held-to-maturity investments include term deposits at bank. These investments are stated at costs less allowance Depreciation is computed on a straight-line basis over the estimated useful lives of tangible fixed assets. The estimated
for diminution in value. useful lives are as follows:

e. Accounts Accounts receivable from customers and other receivables are stated at cost less allowance for doubtful debts. • Buildings, structures 5 – 15 years

receivable • Machinery and equipment 2 – 15 years


• Motor vehicles 4 – 15 years
from
• Office equipment 3 – 10 years
customers • Other assets 3 – 15 years
and other
receivables h. Intangible Software
Cost of acquiring new software, which is not an integral part of the related hardware, is capitalised and treated as an
fixed assets
f. Inventories i. Inventory properties intangible asset. Software cost is amortised on a straight-line basis over 3 to 8 years.
Properties constructed for sale in the ordinary course of business or for long-term lease qualified for recognition of outright
sales, rather than for rental or capital appreciation, are recorded as inventory and are measured at the lower of cost incurred i. Investment Investment properties held to earn rental
in bringing the inventories to their present location and condition, and net realisable value.
properties
Cost
Cost includes: Investment property held to earn rental is stated at cost less accumulated depreciation. The initial cost of an investment
property held to earn rental comprises its purchase price, cost of land use rights and any directly attributable expenditures
• Freehold, leasehold rights for land, and land development costs; of bringing the property to the condition necessary for it to be capable of operating in the manner intended by the Board
• Construction costs payable to contractors; and of Management. Expenditure incurred after the investment property held to earn rental has been put into operation, such
• Borrowing costs, consultancy and design costs, costs of site preparation, professional fees for legal services, property as repairs and maintenance, is charged to the consolidated statement of income in the year in which the expenditure is
transfer taxes, directly attributable construction overheads and other related costs. incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in future economic benefits
in excess of the originally assessed standard of performance of the existing investment property held to earn rental, the
Net realisable value is the estimated selling price of inventory items, less the estimated costs of completion and direct expenditure is capitalised as an additional cost of the investment property.
selling expenses.
Depreciation
The cost of inventory properties recognised in consolidated statement of income on sales is determined with reference to Depreciation is computed on a straight-line basis over the estimated useful lives of investment property. The estimated
the specific costs incurred on the properties sold and an allocation of any non-specific costs based on an appropriate basis. useful lives are as follows:
• Definite life land use rights 23 – 50 years
• Buildings, structures 5 – 50 years
ii. Other inventories • Machinery and equipment 3 – 25 years
Other inventories are carried at the lower of cost incurred in bringing each product to its present location and condition and
net realisable value. The Company and its subsidiaries have contributed capital to cooperate in the investment, construction and development of
shopping centers. Under business co-investment contracts, the Company and its subsidiaries have the right to control the
Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs to shopping centers when the shopping centers are handed over to the Company and its subsidiaries from the counterparties
completion and the estimated costs of sale. for commercial operations. Accordingly, the shopping centers are recognised by the Company and its subsidiaries as
investment properties in the consolidated balance sheet upon the hand over of these properties.
The perpetual method is used to record the costs of other inventories on a weighted average basis.
j. Construction Construction in progress represents the costs of construction and machinery which have not been fully completed or
g. Tangible i. Cost in progress installed. No depreciation is provided for construction in progress during the year of construction and installation.
fixed Tangible fixed assets are stated at cost less accumulated depreciation. The initial cost of a tangible fixed asset comprises
assets its purchase price, including import duties, non-refundable purchase taxes and any directly attributable costs of bringing
k. Prepaid Prepaid expenses are reported as short-term or long-term prepaid expenses on the consolidated balance sheet and am-
the asset to its working condition for its intended use. Expenditure incurred after tangible fixed assets have been put into ortised over the period for which the amounts are paid or the period in which economic benefits are generated in relation
operation, such as repair, maintenance and overhaul cost, is charged to the consolidated statement of income in the
expenses
to these expenses.
year in which the cost is incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in
an increase in the future economic benefits expected to be obtained from the use of tangible fixed assets beyond their
i. Prepaid rentals
originally assessed standard of performance, the expenditure is capitalised as an additional cost of tangible fixed assets.
Prepaid rentals under operating lease terms are stated at their costs and amortised on a straight-line basis over lease terms.

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94 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 95

ii. Overhaul expenditures Provision for warranty expenses for apartments and shop-houses

Overhaul expenditures include major repair and maintenance prepaid expenses which are stated at their costs and amor-
The provision for warranties relates to sold standard-designed apartments and shop-houses. The provision is based on
tised on a straight-line basis over a usual period of 3 years from the overhaul completion.
estimates derived from historical warranty data associated with the repair expenses of apartments and shop-houses sold
in the past.
iii. Tools and supplies
Tools and supplies include assets held for use by the Company and its subsidiaries in the normal course of business and
not qualified for recognition as fixed assets under prevailing regulations. Costs of tools and supplies are amortised on a
o. Share Ordinary shares are recognised at issuance price less costs not directly attributable to the issue of shares, net of tax effects.
Such costs costs less taxes directly related to the issue of shares are recognised as a deduction from share premium.
straight-line basis not exceeding 3 years. capital
and share
iv. Prepaid land costs premium
Prepaid land costs comprise prepaid land lease rentals, including those for which the Company and its subsidiaries obtained
land use rights certificate but are not qualified as intangible fixed assets under prevailing regulations by Minister of Finance
p. Bond At initial recognition, straight bonds are measured at cost which comprises proceeds from issuance net of issuance costs.
and other costs incurred in conjunction with securing the use of leased land. These costs are recognised in the consolidated Any discount, premium or issuance costs are amortised on a straight-line basis over the term of the bond.
statement of income on a straight-line basis over the term of the lease contract.
issued

v. Commission fees q. Taxation Income tax on the consolidated profit or loss for the year comprises current and deferred tax. Income tax is recognised in
Sale commissions that are directly related to sale of inventory properties and lease of shopping malls are capitalised under the consolidated statement of income except to the extent that it relates to items recognised directly to equity, in which
the prepaid expenses account in the consolidated balance sheet and subsequently expensed when the Company and its case it is recognised in equity.
subsidiaries recognise revenue from the sale of the related inventory properties and lease of shopping malls.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the end of the annual
vi. Committed profits accounting period, and any adjustment to tax payable in respect of previous years.

Committed profits include prepayments to customer under business cooperation contracts and apartment management
Deferred tax is provided using the balance sheet method, providing for temporary differences between the carrying
service program. Committed profits are capitalised under the prepaid expenses account in the consolidated balance sheet
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount
and subsequently expensed when the Company and its subsidiaries recognise revenue from service rendered over the term
of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amounts of assets
of management service program.
and liabilities using the tax rates enacted or substantively enacted at the end of the annual accounting period.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against
l. Goodwill Goodwill arises on the acquisition of subsidiaries and associates. Goodwill is measured at cost less accumulated amortisation.
Cost of goodwill represents the excess of the cost of the acquisition over the Company and its subsidiaries’s interest in the which the temporary difference can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable
net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess is negative (gain that the related tax benefit will be realised.
from bargain purchase), it is recognised immediately in the consolidated statement of income.

Goodwill arising on acquisition of a subsidiary is amortised on a straight-line basis over 10 years. Carrying value of goodwill r. Revenue and i. Revenue from sale of inventory properties
arising on acquisition of a subsidiary is written down to recoverable amount as management determines that it is not fully other income Revenue from transfer of standard-designed apartments and shophouses which do not require significant customisation for
recoverable. each customer is recognised when the significant risks and rewards of ownership of the properties have been passed to the
buyer.
In respect of associates, the carrying amount of goodwill is included in the carrying amount of the investment and is not
amortised. Revenue from sale of inventory properties also includes long-term lease of real estate properties qualified for recognition of
outright sales. If the lease-term is greater than 90% of the asset’s useful life, the Company and its subsidiaries will recognise
the revenue for the entire prepaid lease payment if all of the following conditions are met:
m. Accounts Accounts payable to suppliers and other payables are stated at their cost.

payable to • Lessee is not allowed to cancel the lease contract during the lease term, and the lessor is not responsible for reimbursing the
suppliers prepaid lease payments under any circumstances;

and other
• The prepaid lease payment is not less than 90% of the total estimated lease payment collected under contract over the lease
payables
period and lessee must pay all rental within 12 months from the commencement of the lease;

n. Provisions A provision is recognised if, as a result of a past event, the Company and its subsidiaries have a present legal or constructive • Sigificant risks and rewards associated with the ownership of leased assets are transferred to the lessee; and
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current • The full cost of the lease must be reasonably estimated.
market assessments of the time value of money and the risks specific to the liability.

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96 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 97

ii. Revenue from leasing of investment properties u. Earnings The Company presents basic earnings per share (“EPS”) for its ordinary shares. Basic EPS is calculated by dividing the profit
or loss attributable to the ordinary shareholders (after deducting any amounts appropriated to bonus and welfare funds for
Rental income arising from operating lease of properties is recognised in the consolidated statement of income on a straight line per share
the accounting period) of the Company by the weighted average number of ordinary shares outstanding during the year.
basis over the lease term. Lease incentives granted (if any) are recognised as a deduction of the total rental income.
Diluted EPS is determined by adjusting the profit or loss attributable to the ordinary shareholders and the weighted average
number of ordinary shares outstanding for the effect of all dilutive potential ordinary shares, which comprise convertible
iii. Rendering of services
bonds and share options.
Revenue from services rendered is recognised in the consolidated statement of income when the services are rendered.
No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due.
v. Segment A segment is a distinguishable component of the Company and its subsidiaries that is engaged either in providing related
iv. Interest income reporting products or services (business segment), or in providing products or services within a particular economic environment

Interest income is recognised in the consolidated statement of income on a time proportion basis with reference to the (geographical segment), which is subject to risks and rewards that are different from those of other segments. The

principal outstanding and the applicable interest rate. Company and its subsidiaries’s primary format for segment reporting is based on business segments.

s. Leased The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at w. Related Parties are considered to be related to the Company and its subsidiaries if one party has the ability, directly or indirectly, to
control the other party or exercise significant influence over the other party in making financial and operating decisions, or
assets inception date and requires an assessment of whether the fulfilment of the arrangement is dependent on the use of a parties
specific asset and the arrangement conveys a right to use the asset. where the Company and its subsidiaries and the other party are subject to common control or significant influence. Related
parties may be individuals or corporate entities and include close family members of any individual considered to be a
A lease is classified as a finance lease whenever the terms of the lease transfer substantially all the risks and rewards of related party.
ownership of the asset to the lessee. All other leases are classified as operating leases.

Where the Company and its subsidiaries are the lessee 4. SEGMENT REPORTING
Assets held under finance leases are capitalised in the consolidated balance sheet at the inception of the lease at the a. Business The Company and its subsidiaries comprise the following main business segments:
fair value of the leased assets or, if lower, at the net present value of the minimum lease payments. The principal amount segments • Sale of inventory properties;
included in future lease payments under finance leases are recorded as a liability. The interest amounts included in lease • Leasing of investment properties and providing related services; and
payments are charged to the consolidated statement of income over the lease term to achieve a constant rate on interest • Others.
on the remaining balance of the finance lease liability.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated
Capitalised finance leased assets are depreciated using straight-line basis over the shorter of the estimated useful life of on a reasonable basis. Segment revenue, expenses and results include transfer between business segments. Such transfers
the asset and the lease term. are eliminated on consolidation.

Assets subject to finance leases are included as the Company and its subsidiaries’s investment properties and long-term
prepaid expenses in the consolidated balance sheet.

Rentals under operating leases are charged to the consolidated statement of income on a straight-line basis over the lease
term.

Where the Company and its subsidiaries are the lessor

Assets subject to operating leases are included as the Company and its subsidiaries’s investment properties in the
consolidated balance sheet.

Lease income is recognised in the consolidated statement of income on a straight-line basis over the lease term. Lease
incentives granted (if any) are recognised as a deduction of the total rental income.

t. Borrowing Borrowing costs are recognised as an expense in the year in which they are incurred, except where the borrowing costs
relate to borrowings in respect of the construction of qualifying assets, in which case the borrowing costs incurred during
costs
the year of construction are capitalised as part of the cost of the assets concerned.

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98 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 99

For the year Sale of inventory Leasing activities Others Total segments Elimination Consolidated As at 31 December 2018 Sale of inventory Leasing activities and Others Consolidated
ended 31 properties and rendering of VND VND VND VND properties rendering of related services VND VND
December 2018 VND related services VND VND
VND
Segment assets 1,114,979,803,197 32,173,771,412,290 131,070,627,599 33,419,821,843,086
External revenue 3,432,574,663,521 5,505,976,898,811 185,400,160,987 9,123,951,723,319 - 9,123,951,723,319
Unallocated assets 5,263,861,584,473
Inter-segment - 56,868,000,000 286,470,135,540 343,338,135,540 (343,338,135,540) -
revenue Total assets 38,683,683,427,559

Total segment 3,432,574,663,521 5,562,844,898,811 471,870,296,527 9,467,289,858,859 (343,338,135,540) 9,123,951,723,319 Segment liabilities 2,458,913,690,547 4,392,888,096,930 100,992,788,243 6,952,794,575,720
revenue
Unallocated liabilities 3,221,607,425,981
Segment results 537,388,636,577 2,435,397,655,685 (124,765,633,796) 2,848,020,658,466 42,486,474,039 2,890,507,132,505
Total liabilities 10,174,402,001,701
Financial income 519,223,529,708
For the year ended 31 December 2018
Financial expenses 417,400,009,356
Capital expenditure - 7,648,163,798,900 16,690,229,849 7,664,854,028,749
Net operating profit 2,992,330,652,857
Depreciation of tangible fixed assets - 21,905,922,269 14,160,195,882 36,066,118,151
Other income 78,051,498,814 Amortisation of intangible fixed - 79,452,170,862 - 79,452,170,862
assets and goodwill
Other expenses 17,596,810,044
Depreciation of investment property - 1,033,422,999,413 8,058,038,477 1,041,481,037,890
Income tax expense 639,558,585,991

Net profit after tax 2,413,226,755,636

As at 01 January 2018 Sale of inventory Leasing activities and Others Consolidated


properties rendering of related services VND VND
For the year ended Sale of inventory Leasing activities Others Total segments Elimination Consolidated
31 December 2017 properties and rendering of VND VND VND VND VND VND
VND related services
Segment assets 2,184,683,830,424 28,913,176,977,799 307,228,067,559 31,405,088,875,782
VND
Unallocated assets 6,728,148,159,397
External revenue 951,145,825,866 4,455,319,413,368 111,774,790,433 5,518,240,029,667 - 5,518,240,029,667
Total assets 38,133,237,035,179
Inter-segment - 48,517,697,743 285,692,676,183 334,210,373,926 (334,210,373,926) -
revenue Segment liabilities 3,385,675,331,299 2,016,911,831,451 38,241,905,227 5,440,829,067,977
Total segment 951,145,825,866 4,503,837,111,111 397,467,466,616 5,852,450,403,593 (334,210,373,926) 5,518,240,029,667 Unallocated liabilities 6,598,353,296,980
revenue
Total liabilities 12,039,182,364,957
Segment results 327,202,384,231 1,888,714,471,973 164,901,166,307 2,380,818,022,511 (149,384,968,929) 2,231,433,053,582
For the year ended 31 December 2017
Financial income 586,894,964,438
Capital expenditure - 4,256,289,493,124 77,312,696,898 4,333,602,190,022
Financial expenses 1,165,558,398,602
Depreciation of tangible fixed assets - 22,591,349,738 5,607,031,819 28,198,381,557
Share of profits from 539,870,358,463 539,870,358,463 539,870,358,463
associates Amortisation of intangible fixed
- 78,993,926,429 - 78,993,926,429
assets and goodwill
Net operating profit 2,192,639,977,881

Other income 33,738,649,561 Depreciation of investment property - 808,249,694,709 20,604,518,552 828,854,213,261

Other expenses 57,625,105,139

Income tax expense 141,077,080,245

Net profit after tax 2,027,676,442,058

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100 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 101

Details of unallocated assets and liabilities are as following:


6. HELD-TO-MATURITY INVESTMENTS
31.12.2018 01.01.2018
VND VND 31.12.2018 01.01.2018
VND VND
Cash and cash equivalents 2,431,380,824,439 1,421,529,231,881
Held-to-maturity investments – short-term
Short-term financial investments 701,416,674,850 60,181,546,761
• Term deposits (i) 701,416,674,850 60,181,546,761
Accounts receivable from customers – short-term - 136,694,692,439
Held-to-maturity investments – long-term
Loans receivable – short-term - 2,613,600,000,000
• Term deposits (ii) 1,830,000,000,000 1,830,000,000,000
Interest income receivables from term deposits,
157,531,797,333 178,089,460,071
other deposits and loan receivables
Receivables for payment on behalf 20,273,658,765 324,247,798,709 (i) Held-to-maturity investments – short-term represented term deposits with maturity of 6 months and earned interest at the rate of 6.0% – 7.1%
per annum (2017: 6.4% per annum), in which, including VND51.4 billions maintenance fund of handed over apartments of Vinpearl Condotel Riverfront
Prepaid provisional corporate income tax 8,718,916,413 22,467,699,299 Da Nang project and handed over shop-office of Vinhomes Times City project and Vinhomes Royal City project. This fund will be transferred to the
Deferred tax assets 105,086,024,990 125,297,469,785 building management boards.

Taxes receivable from State Treasury 490,364 2,160,024,734 (ii) Held-to-maturity investments – long-term represented term deposits with maturity of 36 months and earned interest at the rate of 7.1% per annum
(2017: 7.1% per annum).
Long-term financial investments 1,830,000,000,000 1,830,000,000,000

Deferred tax assets 9,453,197,319 13,880,235,718 7. ACCOUNTS RECEIVABLE FROM CUSTOMERS – SHORT-TERM
Unallocated assets 5,263,861,584,473 6,728,148,159,397
31.12.2018 01.01.2018
VND VND
Receivables from leasing activities and rendering of related services 343,180,626,731 354,605,936,148
Taxes and others payable to State Treasury 276,208,165,719 210,977,942,122
Receivables from disposal of investments - 136,694,692,439
Accrued loans and bond interests 83,917,202,063 89,444,237,641
Receivables from sale of inventory properties 86,841,373,441 63,460,780,074
Consulting, brokerage and underwriting fees for initial public offering - 261,545,549,247
Others 14,745,618,852 13,072,627,369
Short-term bonds and finance lease liabilities 18,078,835,131 2,815,687,168,461
444,767,619,024 567,834,036,030
Long-term bonds and finance lease liabilities 2,762,382,304,276 3,158,122,599,141

Deferred tax liabilities 81,020,918,792 62,575,800,368

Unallocated liabilities 3,221,607,425,981 6,598,353,296,980 a. Accounts receivable from customers – short-term detailed by significant customers

31.12.2018 01.01.2018
VND VND
b. Geographical segments Vincommerce General Commerce Services Joint Stock Company 64,126,136,271 118,510,876,452

The Company and its subsidiaries operate in one single geographical segment which is Vietnam. Receivable from disposal of an investment to a corporate - 100,000,000,000
counterparty
Receivable from long-term leasing contract and related services fee 76,904,162,177 -
to a corporate counterparty
5. CASH AND CASH EQUIVALENTS
Other customers 303,737,320,576 349,323,159,578

31.12.2018 01.01.2018 444,767,619,024 567,834,036,030


VND VND
Cash in transit 720,351,273 479,043,505 b. Accounts receivable from customers – short-term who are related parties
Cash in banks 500,660,473,166 851,050,188,376
31.12.2018 01.01.2018
Cash equivalents 1,930,000,000,000 570,000,000,000 VND VND
2,431,380,824,439 1,421,529,231,881 Vincommerce General Commerce Services Joint Stock Company 64,126,136,271 118,510,876,452
Vinhomes Joint Stock Company (formerly known as Hanoi 30,721,509,371 -
Southern City Development Joint Stock Company)
Cash equivalents as at 31 December 2018 included term deposits in VND with original terms ranging from one to three months and earned interest
Vinpro Business and Trading Services Joint Stock Company 12,069,422,494 -
at the rate ranging from 5.0% per annum to 5.5% per annum (01/01/2018: term deposits in VND with original terms to maturity ranging from one to
(splitted from Vincommerce General Commerce Services Joint
three months and earned interest at the rate ranging from 4.2% per annum to 5.5% per annum). Stock Company from 27 March 2018)
Other related parties 25,847,307,972 36,080,934,743
132,764,376,108 154,591,811,195

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102 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 103

8. PREPAYMENTS TO SUPPLIERS – SHORT-TERM

a. Prepayments to suppliers – short-term detailed by significant suppliers b. Other receivables – short-term from related parties

31.12.2018 01.01.2018 31.12.2018 01.01.2018


VND VND VND VND
Vinhomes Joint Stock Company (formerly known as Hanoi Southern 93,245,883,139 - Vingroup Joint Stock Company 90,533,702,145 128,688,570,773
City Development Joint Stock Company)
Vincom Construction and Consultant LLC - 38,806,584,897
Advance to a constructor 905,985,066 80,085,368,011
Vietnam Investment and Consulting Investment JSC 19,381,383,697 -
Vincom Construction and Consultant LLC - 27,948,909,900
Vincommerce General Commerce Services Joint Stock Company 768,270,554 14,171,995,011
Hung Thinh Investment and Trading Real Estate Co., Ltd. - 45,212,940,506
Other related parties 46,644,948,262 63,537,611,118
Others 188,299,530,230 124,085,293,405
157,328,304,658 245,204,761,799
282,451,398,435 277,332,511,822

b. Prepayments to suppliers – short-term who are related parties c. Other receivables – long-term

31.12.2018 01.01.2018 31.12.2018 01.01.2018


VND VND VND VND
Vinhomes Joint Stock Company (formerly known as Hanoi Southern 93,245,883,139 -
City Development Joint Stock Company) Deposits for leasing office and commercial centres 10,106,962,116 7,594,538,151

Vincommerce General Commerce Services Joint Stock Company 291,660,000 9,716,905,872

Vincom Construction and Consultant LLC - 27,948,909,900


11. BAD AND DOUBTFUL DEBTS
Vincom Service LLC - 26,296,412,790

Other related companies - 173,877,282 Movements of the allowance for doubtful debts during the year were as follows:

93,537,543,139 64,136,105,844 2018 2017


VND VND
Opening balance 69,813,377,316 62,103,059,896

9. LOANS RECEIVABLE – SHORT-TERM Increase in allowance during the year 15,539,172,030 7,710,317,420

Utilisation during the year (72,567,555,610) -


31.12.2018 01.01.2018
VND VND Written back during the year (374,689,132) -
Related party
Closing balance 12,410,304,604 69,813,377,316
• Vingroup Joint Stock Company, parent company - 2,613,600,000,000

These loans receivable amounts were fully received in April 2018.


12. INVENTORIES
10. OTHER RECEIVABLES
31.12.2018 01.01.2018
a. Other receivables – short-term Cost Allowance Cost Allowance
VND VND VND VND
31.12.2018 01.01.2018 Inventory properties under construction 887,106,007,234 (1,859,678,292) 1,786,872,630,859 -
VND VND
Interest income receivables from term deposits, other deposits and Completed inventory properties 5,898,903,060 - 55,561,600,549 (26,290,343,710)
157,531,797,333 178,089,460,071
loan receivables
Other inventories 10,372,962,204 - 555,204,279 -
Receivables for payment on behalf 20,273,658,765 324,247,798,709
Deposits for projects and contracts 52,205,744,897 42,350,429,099 903,377,872,498 (1,859,678,292) 1,842,989,435,687 (26,290,343,710)

Others 103,099,491,774 118,862,108,142

333,110,692,769 663,549,796,021

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104 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 105

Movements of the inventories during the year were as follows:

2018
VND
14. TANGIBLE FIXED ASSETS
Opening balance 1,842,989,435,687
Additions 1,540,959,402,026 Buildings, Machinery and Motor Office Other Total
structures equipment vehicles equipment assets VND
Transfers from investment properties 148,281,485,336 VND VND VND VND VND
Inventory properties sold during the year (2,638,670,208,476)
Cost
Additions of other inventories 9,817,757,925
Closing balance 903,377,872,498 Opening balance 33,257,791,298 133,763,008,137 3,980,477,859 12,896,660,992 1,596,308,472 185,494,246,758

Additions 161,459,816 19,068,017,356 - - - 19,229,477,172


Movements of the allowance for inventories during the year were as follows:
Transfers from 73,834,721,960 42,181,242,083 - 587,437,555 46,702,570,671 163,305,972,269
2018 2017 construction in progress
VND VND Transfers from intangible - 1,932,757,302 - - - 1,932,757,302
Opening balance 26,290,343,710 - fixed assets
Increase in allowance during the year - 26,290,343,710 Transfers to investment - (686,557,727) - - - (686,557,727)
properties
Written back during the year (24,430,665,418) -
Transfers to short-term (96,191,668) (291,398,636) - (40,531,950) - (428,122,254)
Closing balance 1,859,678,292 26,290,343,710 prepaid expenses

Disposals - (3,426,835,955) - - - (3,426,835,955)


13. OTHER ASSETS
Reclassification 8,414,087,271 (10,133,459,972) - (2,214,815,349) 3,934,188,050 -

31.12.2018 01.01.2018 Closing balance 115,571,868,677 182,406,772,588 3,980,477,859 11,228,751,248 52,233,067,193 365,420,937,565
VND VND
Accumulated
Other current assets depreciation
• Deposits to related parties for investment purposes (i) 1,783,000,000,000 5,398,183,535,897
Opening balance 7,078,596,599 34,773,231,179 1,156,743,337 4,149,166,541 1,393,176,804 48,550,914,460
• Deposits for leasing - 132,200,000,000
Charge for the year 7,012,233,314 22,448,292,940 452,949,518 2,528,688,185 3,623,954,194 36,066,118,151
1,783,000,000,000 5,530,383,535,897
Transfers to investment - (52,912,933) - - - (52,912,933)
Other long-term assets
properties
• Deposits to related parties for investment purposes (i) 414,000,000,000 327,000,000,000 Transfers to short-term (29,664,756) (161,101,762) - (40,531,950) - (231,298,468)
• Deposits to a third party for investment purposes (i) 142,000,000,000 - prepaid expenses

556,000,000,000 327,000,000,000 Disposals - (867,345,487) - - - (867,345,487)

Reclassification 1,138,684,808 (1,410,711,029) 61,986,934 - 210,039,287 -


(i) These are deposits to a third party and to Vingroup Joint Stock Company, parent company, and some companies within Vingroup Joint Stock
Company (hereby referred to as “the counterparties”) for the co-investment and co-operation of the shopping mall components of a number of Closing balance 15,199,849,965 54,729,452,908 1,671,679,789 6,637,322,776 5,227,170,285 83,465,475,723
real estate projects. These deposits require no collaterals. In accordance with these contracts, the counterparties have committed to transfer the
Net book value
shopping mall component of their properties to the Company and its subsidiaries, or to grant the Company and its subsidiaries the right to purchase
the shopping malls. Opening balance 26,179,194,699 98,989,776,958 2,823,734,522 8,747,494,451 203,131,668 136,943,332,298

Closing balance 100,372,018,712 127,677,319,680 2,308,798,070 4,591,428,472 47,005,896,908 281,955,461,842


Deposits to related parties for investments
31.12.2018 01.01.2018 Included in tangible fixed assets were assets costing VND11,400 million which were fully depreciated as at 31 December 2018 (01/01/2018: VND3,067 million),
VND VND but which are still in active use.
Parent company
Vingroup Joint Stock Company 1,933,000,000,000 3,779,183,535,897 Details of tangible fixed assets used as collaterals for bonds issued by the Company and its subsidiaries are presented in Note 27.
Other related parties
Vinhomes Joint Stock Company (formerly known as Hanoi Southern City - 1,571,000,000,000
Development Joint Stock Company)
Vietnam Investment and Consulting Investment JSC - 188,000,000,000
Vinpearl Joint Stock Company - 86,000,000,000
Can Gio Tourist City Corporation 163,000,000,000 -
Central Park Development LLC 101,000,000,000 101,000,000,000
2,197,000,000,000 5,725,183,535,897

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106 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 107

15. INTANGIBLE FIXED ASSETS Investment properties mainly include assets of the shopping malls of the Company and its subsidiaries which are used for provision of leasing and
other related services.

Software
VND As at 31 December 2018, the Company and its subsidiaries are in the process of determining the fair values of these investment properties.
Cost
Details of investment properties used as collaterals for bonds issued by the Company and its subsidiaries are disclosed in Note 27.
Opening balance 46,477,046,089
Transfers from construction in progress 1,605,666,855 Rental commitment under operating leases are disclosed in Note 32.
Transfers to tangible fixed assets (1,932,757,302)
Others (913,626,750)
17. CONSTRUCTION IN PROGRESS
Closing balance 45,236,328,892
Accumulated depreciation 2018
Opening balance 12,837,724,652 VND

Charge for the year 6,868,497,652 Opening balance 1,080,110,809,673

Others (356,125,691) Additions 1,501,904,645,989

Closing balance 19,350,096,613 Transfers to tangible fixed assets (163,305,972,269)


Net book value
Transfers to intangible fixed assets (1,605,666,855)
Opening balance 33,639,321,437
Transfers to investment properties (1,073,626,077,234)
Closing balance 25,886,232,279

Included in intangible fixed assets were assets costing VND2,759 million which were fully depreciated as at 31 December 2018 (01/01/2018: nil), but Closing balance 1,343,477,739,304
which are still in active use.

Major constructions in progress were as follows:


16. INVESTMENT PROPERTY
Definite life Buildings, Machinery and Total 31.12.2018 01.01.2018
land use right structures equipment VND VND VND
VND VND VND
Vincom Center Tran Duy Hung project 665,914,258,137 426,501,750,131
Cost
Opening balance 5,470,209,869,355 13,658,389,778,512 3,593,009,027,510 22,721,608,675,377 Vincom Maximark Bien Hoa project 134,398,780,978 128,746,631,423

Additions 955,030,611,809 3,853,036,153,419 1,326,800,092,314 6,134,866,857,542


Vincom Plaza Mong Cai 88,580,996,854 -
Transfers from construction in 111,474,531,987 669,559,152,232 292,592,393,015 1,073,626,077,234
progress Vincom Di An, Binh Duong project 79,358,196,364 -
Transfers from tangible fixed - - 686,557,727 686,557,727
assets Vincom Bac Kan project 66,429,737,371 -
Increase/(decrease) upon
- (5,545,810,326) 14,398,858,372 8,853,048,046 Vincom Hoa Binh project 62,624,304,567 -
finalisation
Transfers to inventory
(11,213,528,368) (115,360,032,291) (49,468,525,407) (176,042,086,066) Vincom Plaza Suoi Hoa – Bac Ninh project - 234,926,380,940
properties
Reclassification 48,953,686,415 (7,340,629,940) (41,613,056,475) -
Vincom Plaza Long An project - 79,336,902,897
Closing balance 6,574,455,171,198 18,052,738,611,606 5,136,405,347,056 29,763,599,129,860
Accumulated depreciation Vinperal Riverfront Condotel Da Nang project - 77,312,696,898

Opening balance 407,597,510,593 1,003,594,944,217 909,210,816,962 2,320,403,271,772 Vincom Plaza Bao Loc project - 73,345,846,571
Charge for the year 58,811,496,448 586,792,985,146 395,876,556,296 1,041,481,037,890
Shopping malls renovation projects 148,865,523,718 -
Transfers from tangible fixed - - 52,912,933 52,912,933
assets
Others 97,305,941,315 59,940,600,813
Transfers to inventory properties - (10,409,797,697) (17,350,803,033) (27,760,600,730)
Reclassification (57,423,402,458) (1,295,356,552) 58,718,759,010 - 1,343,477,739,304 1,080,110,809,673
Closing balance 408,985,604,583 1,578,682,775,114 1,346,508,242,168 3,334,176,621,865
Net book value During the year, borrowing costs capitalised into construction in progress amounting to VND4.5 billion (2017: VND31.4 billion).
Opening balance 5,062,612,358,762 12,654,794,834,295 2,683,798,210,548 20,401,205,403,605
Closing balance 6,165,469,566,615 16,474,055,836,492 3,789,897,104,888 26,429,422,507,995

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108 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 109

18. PREPAID EXPENSES 19. DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES
a. Short-term prepaid expenses Recognised deferred tax assets and deferred tax liabilities

31.12.2018 01.01.2018 Tax rate 31.12.2018 01.01.2018


VND VND VND VND
Prepaid sale commission related to sale of inventory properties not yet Deferred tax assets:
60,588,694,827 177,805,584,481
handed over
Prepayment for committed profit relating to business cooperation Accrued expenses 20% - 2,850,013,867
4,034,613,228 96,893,216,963
contracts of apartment management service Revaluation of subsidiaries' net assets at merger date and 20% 9,081,261,639 5,772,153,108
Prepaid land costs 24,844,967,430 - others
Difference of provision for inventories between separate 20% 371,935,680 5,258,068,743
Prepaid provisional corporate income tax 8,718,916,413 22,467,699,299
financial statements and consolidated financial statements
Project investment costs 23,358,417,617 13,907,685,928
Total deferred tax assets 9,453,197,319 13,880,235,718
Others 30,773,596,325 36,707,627,076
Deferred tax liabilities:
152,319,205,840 347,781,813,747
Depreciation 20% 5,552,361,051 -

Fair value adjustment on acquisition of a subsidiary 20% 39,889,463,689 40,769,240,138

Revaluation of subsidiaries' net assets at merger date 20% 10,519,757,179 10,577,644,939


b. Long-term prepaid expenses
Difference from recognition of outright sales transactions – 20% 25,059,336,873 11,228,915,291
unearned revenue
Prepaid Overhaul Tools and Prepaid Commission Committed Others Total
rentals expenditures supplies land costs fees profits VND VND Total deferred tax liabilities 81,020,918,792 62,575,800,368
VND VND VND VND VND VND
Openning
278,158,564,110 47,819,223,135 20,473,525,339 15,804,675,410 14,961,314,538 - 17,164,911,181 394,382,213,713
balance
Additions - 70,702,032,394 38,461,118,957 6,749,611,326 18,728,303,154 177,948,003,758 - 312,589,069,589 20. GOODWILL
Transfers to - - - (17,436,348,096) - - - (17,436,348,096)
short-term VND
prepaid
expenses Cost

Amortisation (10,053,924,004) (27,929,839,225) (22,143,669,948) (3,169,149,127) (22,597,640,864) (3,293,898,256) (1,361,689,451) (90,549,810,875) Openning/closing balance 725,836,732,102

Disposals - - (5,606,443,975) - - - - (5,606,443,975) Accumulated depreciation

Reclassifications - 858,831,459 12,971,507 719,512,822 - - (1,591,315,788) - Opening balance 173,891,232,857

Charge for the year 72,583,673,210


Closing
268,104,640,106 91,450,247,763 31,197,501,880 2,668,302,335 11,091,976,828 174,654,105,502 14,211,905,942 593,378,680,356
balance
Closing balance 246,474,906,067

Net book value


Included in the carrying amount of long-term prepaid expenses was the amount of VND268 billion prepaid to a related party, Ecology Development and
Opening balance 551,945,499,245
Investment Joint Stock Company as at 31 December 2018 (01/01/2018: VND278 billion).
Closing balance 479,361,826,035

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21. ACCOUNTS PAYABLE TO SUPPLIERS – SHORT-TERM 23. TAXES AND OTHER PAYABLES TO STATE TREASURY

a. Accounts payable to suppliers – short-term detailed by significant suppliers 01.01.2018 Incurred Paid Net-off 31.12.2018
VND VND VND VND VND

Corporate income tax 154,914,332,610 616,686,429,168 (561,242,406,324) (12,535,674,074) 197,822,681,380


31.12.2018 01.01.2018
Value added tax 26,609,893,138 829,592,171,353 (354,631,464,398) (489,335,248,976) 12,235,351,117
Amount within Amount within
Cost Cost Land rental and usage - 345,682,662,006 (283,684,662,006) - 61,998,000,000
payment capacity payment capacity
VND VND
VND VND Personal income tax 3,891,782,775 47,767,663,888 (47,507,313,441) - 4,152,133,222
Vingroup Joint Stock Company 1,204,652,201,648 1,204,652,201,648 152,047,863,205 152,047,863,205 Other taxes 25,561,933,599 1,966,786,409 (27,528,720,008) - -

Vinhomes Joint Stock Company 938,229,564,529 938,229,564,529 2,683,995,753 2,683,995,753 210,977,942,122 1,841,695,712,824 (1,274,594,566,177) (501,870,923,050) 276,208,165,719
(formerly known as Hanoi Southern
City Development Joint Stock
Company)
24. ACCRUED EXPENSES
Vinpearl Joint Stock Company 389,787,054,302 389,787,054,302 246,660,272,881 246,660,272,881

Vietnam Investment and Consulting 762,779,924,584 762,779,924,584 - - 31.12.2018 01.01.2018


Investment JSC VND VND

Payables to a constructor 67,110,194,492 67,110,194,492 116,431,685,556 116,431,685,556 Accrued construction costs 454,404,365,209 331,038,967,196

Vincom Construction and Consultant - - 262,458,623,991 262,458,623,991 Accrued loans and bond interests 83,917,202,063 89,444,237,641
LLC Accrued commission and brokerage fee 55,565,047,714 38,738,300,321
Other suppliers 60,992,001,156 60,992,001,156 285,048,654,382 285,048,654,382
Accrued committed profit relating to business 27,079,018,489 -
cooperation contracts and apartment management
3,423,550,940,711 3,423,550,940,711 1,065,331,095,768 1,065,331,095,768 service program
Others 156,986,525,191 54,776,085,257
b. Accounts payable to suppliers – short-term who are related parties 777,952,158,666 513,997,590,415

31.12.2018 01.01.2018
Accrued expenses payable to related parties

Amount within Amount within 31.12.2018 01.01.2018


Cost Cost VND VND
payment capacity payment capacity
VND VND
VND VND Other related parties 1,787,052,444 1,414,276,000
Vingroup Joint Stock Company 1,204,652,201,648 1,204,652,201,648 152,047,863,205 152,047,863,205

Vinhomes Joint Stock Company


(formerly known as Hanoi Southern
938,229,564,529 938,229,564,529 2,683,995,753 2,683,995,753
25. UNEARNED REVENUE
City Development Joint Stock
Company) a. Unearned revenue – short-term
Vinpearl Joint Stock Company 389,787,054,302 389,787,054,302 246,660,272,881 246,660,272,881
31.12.2018 01.01.2018
Vietnam Investment and Consulting 762,779,924,584 762,779,924,584 - - VND VND
Investment JSC Revenue received in advance from leasing activities 2,389,611,781 8,439,303,967
Vincom Construction and Consultant - - 262,458,623,991 262,458,623,991 and rendering of related services
LLC Portion of long-term unearned revenue to be realised 99,670,706,408 22,789,901,116
Other related parties 21,593,834,001 21,593,834,001 50,562,939,051 50,562,939,051 within 12 months

102,060,318,189 31,229,205,083
3,317,042,579,064 3,317,042,579,064 714,413,694,881 714,413,694,881

b. Unearned revenue – long-term


22. ADVANCE FROM CUSTOMERS – SHORT-TERM
31.12.2018 01.01.2018
The advance from customers – short-term represented the instalments from customers for the purchase of inventory properties. All advance from VND VND

customers will be recognised as revenue upon completion and handover of the inventory properties. Revenue received in advance from leasing activities and 315,032,557,618 79,158,507,393
rendering of related services
Amount to be realised within 12 months (99,670,706,408) (22,789,901,116)

Amount to be realised after 12 months 215,361,851,210 56,368,606,277

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c. Unearned revenue from related parties 27. BONDS AND FINANCE LEASE LIABILITIES

31.12.2018 01.01.2018 a. Short-term bonds and finance lease liabilities


VND VND
Vincommerce General Commerce Services Joint Stock Company 23,000,000,037 35,000,000,000 01.01.2018 Movements during the year 31.12.2018
Carrying Amount within Increase Decrease Carrying Amount within
Other related parties 11,031,629,132 10,785,783,370
amount repayment VND VND amount repayment
34,031,629,169 45,785,783,370 VND capacity VND capacity
VND VND
Bonds maturing 2,797,608,333,330 2,797,608,333,330 2,391,666,670 (2,800,000,000,000) - -
within 12 months

26. OTHER PAYABLES Finance lease 18,078,835,131 18,078,835,131 18,078,835,131 (18,078,835,131) 18,078,835,131 18,078,835,131
principals due within
12 months from
a. Other payables – short-term related parties
(Note 27(b))
2,815,687,168,461 2,815,687,168,461 20,470,501,801 (2,818,078,835,131) 18,078,835,131 18,078,835,131
31.12.2018 01.01.2018
VND VND
Deposits received under deposit contracts and loan agreements received from
customers
331,198,663,667 738,863,578,820 b. Long-term bonds and finance lease liabilities
Consulting, brokerage and underwriting fees for initial public offering - 261,545,549,247 31.12.2018 01.01.2018
VND VND
Deposits from tenants for leasing offices, counters and shophouses to be refunded within
246,846,837,923 166,190,863,426 Straight bonds (i) 2,592,148,777,820 2,989,669,444,500
the next 12 months
Deposits received for maintenance of handed-over properties 82,580,787,235 65,596,496,228 Finance lease liabilities from a related party (ii) 188,312,361,587 186,531,989,772
2,780,461,139,407 3,176,201,434,272
Deposits for site construction 42,904,092,521 28,177,509,928
Repayable within twelve months (18,078,835,131) (18,078,835,131)
Others 45,699,865,205 39,244,603,345
Repayable after twelve months 2,762,382,304,276 3,158,122,599,141
749,230,246,551 1,299,618,600,994
(i) Straight bonds

b. Other payables – long-term Bonds with the par value of VND3,000 billion included 3,000 units These bonds are secured by land use rights and assets attached to
which were issued on 08 March 2017 by Vietnam Bank for Industry land of Vincom Mega Mall Thao Dien and Vincom Plaza Ngo Quyen –
and Trade Securities Joint Stock Company with duration of 5 years. Da Nang and assets attached to land of Vincom Center Pham Ngoc
31.12.2018 01.01.2018
VND VND Interest rate applied for the first year is 8.1 % per annum, and the rate Thach, Vincom Plaza Thu Duc, and Vincom Plaza Ha Long. These
for the subsequent year is floating, being adjusted once per year and shopping malls are owned by North Vincom Retail LLC and South
Deposits from tenants for leasing offices and counters – shopping center 1,102,638,211,300 790,120,972,742
is determined by the paid-in-arrears interest rate of 12-month VND Vincom Retail LLC, two subsidiaries.
Deposits from tenants for leasing offices and counters to be refunded within the next 12 savings in Vietnam Joint Stock Commercial Bank for Industry and Trade
(246,846,837,923) (166,190,863,426)
months – shopping center
– Hanoi Branch plus (+) 3%. The bonds value is presented at the net During the year, the Company and its subsidiaries repurchased 400
Amount due after 12 months 855,791,373,377 623,930,109,316 amount of bond issuance costs. bonds prior to maturity date.

c. Other payables to related parties (ii) Finance lease liabilities


Finance lease liabilities related to long-term lease contracts with commercial centres of Vincom Plaza Quang Trung and Vincom Plaza Le Van Viet.
The minimum lease payments for these non-cancelleable finance lease contracts are as following:
31.12.2018 01.01.2018
VND VND
Total finance lease payments Interests Principals
Other payables – short-term VND VND VND
Vincommerce General Commerce Services Joint Stock Company 3,882,674,882 6,157,998,129 31.12.2018

Other related parties 2,110,919,142 5,814,716,063 Within 1 year 19,451,635,857 1,372,800,726 18,078,835,131
Within 2 to 5 years 85,100,906,878 25,617,084,386 59,483,822,492
5,993,594,024 11,972,714,192
More than 5 years 550,592,216,049 439,842,512,085 110,749,703,964
Other payables – long-term
655,144,758,784 466,832,397,197 188,312,361,587
Vincommerce General Commerce Services Joint Stock Company 27,299,427,547 33,049,999,497 01.01.2018
Vinschool One Member LLC 7,053,919,917 3,115,781,795 Within 1 year 19,451,635,857 1,372,800,726 18,078,835,131

Other related parties 22,861,832,437 10,415,255,283 Within 2 to 5 years 83,155,743,291 25,233,049,770 57,922,693,521
More than 5 years 571,989,015,491 461,458,554,371 110,530,461,120
57,215,179,901 46,581,036,575
674,596,394,639 488,064,404,867 186,531,989,772

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28. PROVISIONS – SHORT-TERM


Provisions – short-term represented the provision for warranty for commercial area and shop-houses.

2018
VND

Opening balance 9,252,492,453

Provision made during the year 11,841,951,436

Closing balance 21,094,443,889

29. CHANGES IN OWNERS’ EQUITY

Ordinary shares Preference Share Other Undistributed profits Non-controlling Total


with voting rights shares premium equity funds VND interest VND
VND VND VND VND VND

Balance at 01 January 2017 15,166,399,400,000 5,925,325,550,000 1,788,492,262,669 (58,419,891,967) 1,831,051,293,949 30,536,517,227 24,683,385,131,878

Net profit for the year - - - - 2,027,446,836,794 229,605,264 2,027,676,442,058

Dividends - - - - (1,261,554,061,644) - (1,261,554,061,644)

Loans converted into preference shares - 419,200,000,000 36,000,000,000 - - - 455,200,000,000

Associate acquired equity interests in an - - - 113,925,315,742 - - 113,925,315,742


entity under common control
Associate acquired equity interests in - - - - 75,671,855,950 - 75,671,855,950
another entity under common control

Disposal of an associate - - - (113,925,315,742) 113,925,315,742 - -

Purchase of shares issued - (2,500,137,620,000) 2,499,887,606,238 - - - (250,013,762)

Preference shares converted into ordinary 3,844,387,930,000 (3,844,387,930,000) - - - - -


shares

Balance at 01 January 2018 19,010,787,330,000 - 4,324,379,868,907 (58,419,891,967) 2,786,541,240,791 30,766,122,491 26,094,054,670,222

Net profit for the year - - - - 2,404,386,362,997 8,840,392,639 2,413,226,755,636

Non-controlling interest increase capital in - - - - - 2,000,000,000 2,000,000,000


a subsidiary
Shares issued from share premium 4,277,396,770,000 - (4,277,396,770,000) - - - -
(Note 31)

Balance at 31 December 2018 23,288,184,100,000 - 46,983,098,907 (58,419,891,967) 5,190,927,603,788 41,606,515,130 28,509,281,425,858

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30. SHARE CAPITAL Commitment under operating leases where the Company and its subsidiaries are the lessee
The Company and its subsidiaries, as lessees, entered into certain operating lease agreements with the minimum lease payments under these
The Company’s authorised and issued share capital are: agreements as at the balance sheet dates as follows:

31.12.2018 01.01.2018 31.12.2018 01.01.2018


VND VND
Number of shares VND Number of shares VND
Within 01 year 142,903,894,567 74,668,825,684
Authorised and issued share capital
Within 02 to 05 years 537,938,799,531 305,565,025,749
Ordinary shares 2,328,818,410 23,288,184,100,000 1,901,078,733 19,010,787,330,000
More than 05 years 3,298,909,256,594 2,679,431,496,275
Issued share capital

Ordinary shares 2,328,818,410 23,288,184,100,000 1,901,078,733 19,010,787,330,000 3,979,751,950,692 3,059,665,347,708

Share premium - 46,983,098,907 - 4,324,379,868,907


b. Capital commitments
All ordinary shares have a par value of VND10,000. Each share is entitled to one vote at meetings of the Company. Shareholders are entitled to
The Company and its subsidiaries have enterred into construction contracts on the development of real estate projects. The estimated commitments
receive dividends as declared by the Company from time to time. All ordinary shares are ranked equally with regard to the Company’s residual assets.
amount of these contracts amount to VND1,645 billion (01/01/2018: 1,189 billion).
For repurchased shares, all rights above shall be withheld until they are reissued.

c. Other commitments
Movements in share capital during the year were as follows:

2018 2017 Commitment for co-developing shopping malls


Number of shares VND Number of shares VND Under business cooperation contracts between the Company and its subsidiaries and Vingroup Joint Stock Company and some companies within
Vingroup Joint Stock Company (hereby referred to as “the counterparties”), the Company and its subsidiaries are committed to acquire equity
Balance at the beginning of the year 1,901,078,733 19,010,787,330,000 1,901,078,733 19,010,787,330,000
interests in target companies, which will be established to own and operate a number of shopping malls in the provinces and cities after certain
Shares issued from share premium 427,739,677 4,277,396,770,000 - - conditions under the contracts are satisfied. The Company and its subsidiaries provide funds to the counterparties to construct the malls. In case
the counterparties do not complete the necessary procedures to transfer the shopping centers to the target companies, the parties to the contract
Balance at the end of the year 2,328,818,410 23,288,184,100,000 1,901,078,733 19,010,787,330,000 will cooperate to manage the operations of these shopping malls. The Company and its subsidiaries commit to take over the management and
operations of these shopping malls and share a portion of profit to the counterparties.

31. SHARES ISSUED FROM SHARE PREMIUM Commitments under business cooperation contracts relating to shopping mall projects
As disclosed in Note 13, the Company and its subsidiaries signed agreements and business cooperation contracts with Vingroup Joint Stock Company
On 15 August 2018, the shareholders of the Company resolved to issue new ordinary shares to existing shareholders from share premium at a ratio and some companies within Vingroup Joint Stock Company (hereby named as “the counterparties”) for cooperation in the development and operation
of 225 new shares for every 1,000 existing shares. The total value of the share issuance at par value was VND4,277 billion, equivalent to 427,739,677 of the shopping mall components of a number of real estate projects. Under these contracts, the counterparties commit to transfer the shopping
new ordinary shares. mall components of these projects to the Company and its subsidiaries; or to grant the Company and its subsidiaries with the right to purchase the
shopping malls. Under these contracts, the Company and its subsidiaries are expected to make additional payments estimated at VND4,678 billion
32. OFF BALANCE SHEET ITEMS (01/01/2018: VND1,585 billion) to these counterparties.

Commitments under the contract to purchase certain commercial floor area


a. Lease commitments
According to the purchase of commercial floor area contract dated 31 January 2016 between South Vincom Retail LLC and a corporate counterparty,
South Vincom Retail LLC will purchase a part of the commercial floor area belonging to a real estate project located at Tan Binh District, Ho Chi Minh
Commitment under operating leases where the Company and its subsidiaries are the lessor
City. Total consideration is VND83 billion. As at 31 December 2018, there was no outstanding amount committed to be paid to this counterparty
(01/01/2018: VND37 billion).
The Company and its subsidiaries, as lessor, leased retail outlets under operating lease agreements. The minimum lease payments under these
agreements as at the balance sheet dates are as follows:
Commitments to transfer a part of Towers A&B of Vincom Centre Ba Trieu
On 31 July 2006, Vingroup Joint Stock Company signed an agreement to transfer a portion of Vincom City Towers to a corporate counterparty.
31.12.2018 01.01.2018 According to this agreement and its subsequent obligation transferring agreements, North Vincom Retail LLC, a subsidiary of the Company, is
VND VND
committed to transfer the following investment properties to this corporate counterparty on 20 July 2052:
Within 01 year 3,393,298,263,542 3,629,328,425,582
• A half of commercial area (from 1st floor to 6th floor of Towers A&B Vincom City except for the reception and elevator waiting area of 160m2 on the
Within 02 to 05 years 6,532,608,078,873 6,924,449,568,302
1st floor); and
More than 05 years 5,405,307,951,064 5,844,963,402,173
• A half of the basements of the towers.
15,331,214,293,479 16,398,741,396,057

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Commitments related to program of management services and apartment rental 36. FINANCIAL EXPENSES
South Vincom Retail LLC has signed contracts to provide management and leasing services to customers who bought apartments at Vinpearl
Riverfront Condotel Da Nang. Accordingly, for the five years from the date of apartments being handed over, customers are guaranteed by the
2018 2017
investors to receive a higher amount between specific percentage on the selling price and 85% on the annual net leasing income from the sublease VND VND
of the apartment to third parties.
Interests on bonds and finance lease 370,400,013,929 524,836,989,845

Amortisation of bond issuing costs 4,870,999,990 6,849,444,499


33. REVENUE FROM SALE OF GOODS AND PROVISION OF SERVICES Loss from disposal of investment in an associate - 633,654,466,843

Total revenue represents the gross value of goods sold and services rendered exclusive of value added tax. Other financial expenses 42,128,995,437 217,497,415

417,400,009,356 1,165,558,398,602
Net revenue comprised of:

2018 2017
VND VND 37. SELLING EXPENSES
Total revenue
2018 2017
• Revenue from sale of inventory properties 3,432,574,663,521 951,145,825,866 VND VND
Staff costs 34,385,647,021 54,627,733,354
• Revenue from leasing activities and rendering of related services 5,505,976,898,811 4,455,319,413,368
Marketing expenses 193,337,169,887 105,117,798,153
• Other revenue 185,400,160,987 111,774,790,433
Depreciation and amortisation 7,355,717,320 979,386,152
Net revenue 9,123,951,723,319 5,518,240,029,667
Consultancy, commission and brokerage fee 162,482,849,237 73,195,091,745

Outside service expenses 4,656,810,497 13,498,065,829

Others 6,456,675,727 8,758,813,992


34. COST OF SALES
408,674,869,689 256,176,889,225

2018 2017
VND VND
Total cost of sales 38. GENERAL AND ADMINISTRATION EXPENSES
• Cost from sale of inventory properties 2,626,081,494,494 540,362,843,660
2018 2017
VND VND
• Cost from leasing activities and rendering of related services 2,624,414,974,546 2,113,421,600,731
Staff costs 87,531,560,949 79,415,910,098
• Cost from other services 232,158,512,438 63,306,995,019
Management fee 111,535,712,418 69,117,595,240
5,482,654,981,478 2,717,091,439,410 Depreciation and amortisation 78,521,391,600 78,286,948,324

Provisions 16,217,005,113 22,012,132,878

Outside service expenses 20,019,563,909 53,149,305,422


35. FINANCIAL INCOME
Others 28,289,505,658 11,556,755,488
2018 2017 342,114,739,647 313,538,647,450
VND VND
Interest income from bank deposits, loans and other deposits 519,944,761,825 574,272,580,782

Interest income from business cooperation transactions - 12,000,000,000

Other financial income (721,232,117) 622,383,656

519,223,529,708 586,894,964,438

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39. OTHER INCOME b. Reconciliation of effective tax rate

2018 2017 2018 2017


VND VND VND VND
Penalties received 65,394,939,321 25,995,924,056 Accounting profit before tax 3,052,785,341,627 2,168,753,522,303

Gains from disposal of fixed assets - 3,521,037,203 Tax at the Company’s tax rate 610,557,068,325 433,750,704,461

Others 12,656,559,493 4,221,688,302 Amortisation of goodwill 14,516,734,642 14,516,734,642


Change in tax base of subsidiary's net assets due to revaluation at (26,045,902,423) (241,547,277,730)
78,051,498,814 33,738,649,561 merger date
Difference in cost between the consolidated financial statements and the 8,133,498,419 10,423,458,518
separate financial statements
40. OTHER EXPENSES Difference in loss from transfer of investment between the consolidated - 126,920,115,591
financial statements and the separate financial statements
2018 2017 Allocation of gains on merger of subsidiaries - (34,764,324,792)
VND VND
Share of profit of an associate - (107,974,071,693)
Contract compensation paid 9,291,868,975 52,734,560,133
Share of profit after tax from business cooperation contract (2,400,000,000)
Loss from disposal of fixed assets 2,084,256,125 2,228,422,855
Benefit of tax losses utilised not recognised in previous years - 2,189,034
Others 6,220,684,944 2,662,122,151
Loss carried forward from prior year - (57,330,878,023)
17,596,810,044 57,625,105,139
Non-deductible expenses 2,908,831,042 -

Other adjustments 5,507,891,619 (519,569,763)


41. PRODUCTION AND BUSINESS COSTS BY ELEMENT Adjustment of corporate income taxes in prior years 23,980,464,367 -

639,558,585,991 141,077,080,245
2018 2017
VND VND
Cost of construction and development of real estate properties 1,726,314,870,869 1,302,699,549,080

483,399,951,158 244,287,293,703 c. Applicable tax rates


Staff costs

Depreciation and amortisation 1,156,999,326,903 936,046,521,247 The Company and its subsidiaries have an obligation to pay corporate income tax to the government at corporate income tax rate of 20% (2017: 20%).

Outside services expenses 1,690,203,558,846 1,464,377,384,007


43. EARNINGS PER SHARE
Other expenses 276,760,259,413 101,732,933,468

a. Basic earnings per share


42. CORPORATE INCOME TAX The calculation of basic earnings per share for the year ended 31 December 2018 was based on the profit attributable to ordinary shareholders after
deducting amount appropriated to bonus and welfare funds for the annual accounting period, of VND2,404,386,362,997 (2017: VND1,287,436,688,998)
a. Recognised in the consolidated statement of income and a weighted average number of ordinary shares outstanding of 1,958,501,320 (2017: 1,627,231,922 shares), calculated as follows:

2018 2017 i. Net profit attributable to ordinary shareholders


VND VND
2018 2017
Current tax expense
VND VND
Net profit attributable to ordinary shareholders after bonus and welfare 2,404,386,362,997 2,027,446,836,794
Current year 592,705,964,801 373,749,894,338
fund accruals

Adjustment of corporate income taxes in prior years 23,980,464,367 - Dividends for preference shares - (740,010,147,796)

616,686,429,168 373,749,894,338 Net profit attributable to ordinary shareholders 2,404,386,362,997 1,287,436,688,998

Deferred tax expense/(income)

Origination and reversal of temporary differences 22,872,156,823 (232,672,814,093)

Income tax expenses 639,558,585,991 141,077,080,245

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122 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 123

ii. Weighted average number of ordinary shares


Transaction value
2018 2017 2018 2017
VND VND
Weighted average number of ordinary shares 1,958,501,320 1,627,231,922
Vinpearlland Joint Stock Company
(merged into Vinpearl Joint Stock Company since 25 August 2017)

iii. Earnings per share Purchase of goods and services - 47,905,095,629


2018 2017
VND VND Dividends payable - 53,126,813,737

Earnings per share 1,228 791 Parent company

Vingroup Joint Stock Company


b. Diluted earnings per share
Purchase of goods and services 293,171,454,417 161,721,432,144
The Company did not have dilutive potential ordinary shares as at 31 December 2018. Therefore, the presentation of diluted earnings per share is
Revenue from the provision of management services, rental and related 18,176,372,756 61,716,845,181
not applicable. services receivable

Interest income from loans and other deposits 169,079,860,010 400,404,430,163


44. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Deposits for investment - 5,635,183,535,897
Terms and conditions of transactions with related parties:
Collection of deposits for investments 585,000,000,000 -
During the year, the Company and its subsidiaries sold goods and services to and purchased goods and services from related parties based on
Acquisition of assets 2,513,757,252,161 1,684,909,069,510
contractual agreement.

Collection of loans 2,613,600,000,000 -


Accounts receivable from or payable to related parties are under normal course of business and are receivable or payable based on contractual
agreements. Interest expense - 57,137,504,234

In addition to related party balances disclosed in other notes to the consolidated financial statements, the Company and its subsidiaries had the following Dividends payable - 130,385,978,462
significant transactions with related parties during the year:
Other related companies

Vincommerce General Commerce Services


Transaction value Joint Stock Company
2018 2017
Sales of goods and services 629,316,174,308 598,602,027,533
VND VND
Shareholders Purchase of goods and services 106,467,507,499 305,787,704,123

Warburg Pincus VinDS Trading and Service LLC (merged into Vincommerce General
Commerce Services Joint Stock Company since 3 January 2018)
Interest expense - 22,135,886,422
Sales of goods and services - 216,035,313,749
Dividends payable - 555,009,192,009 Vincom Construction and Consultant LLC
(merged into Vinhomes Joint Stock Company since 1 October 2018)
Transfer loans to preferential shares - 314,400,000,000
Purchase of goods and services 530,039,484,370 580,638,691,915
Credit Suisse
Vinhomes Joint Stock Company (formerly known as Hanoi Southern City
Development Joint Stock Company)
Interest expense - 7,378,628,807
Sales of goods and services 330,467,109,149 53,744,263,493
Dividends payable - 185,002,397,336
Purchase of goods and services 302,830,179,383 20,242,464,823
Transfer loans to preferential shares - 104,800,000,000
Interest income from deposits 84,790,959,064 -
Royal City Real Estate Development & Investment Joint Stock Company
Dividends payable - 80,947,254,143
Dividends payable - 105,206,935,731

Purchase of assets 2,081,045,688,421 -


Sai Dong Urban Development and Investment Joint Stock Company

Dividends payable - 151,875,490,226

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124 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 125

Transaction value
45. CORRESPONDING FIGURES
Corresponding figures as at 01 January 2018 were derived from the balances and amounts reported in the Company and its subsidiaries’ consolidated
2018 2017 financial statements as at and for the year ended 31 December 2017.
VND VND

Vinpearl Joint Stock Company

Sales of goods and services 56,772,199,819 1,932,192,238

Purchase of goods and services 119,673,291,772 144,175,750

25 March 2019
Dividends payable - 53,126,813,737

Acquisition of assets 388,414,375,466 239,181,691,915


Prepared by: Approved by:
Vinfast Trading and Production LLC

Transfer investment receivable - 3,312,335,000,000

Vinpro Business and Trading Services Joint Stock Company (splitted


from Vincommerce General Commerce Services Joint Stock Company
since 27 March 2018)

Sales of goods and services 99,738,295,687 - PHUNG THI THANH NGUYEN THI XUAN NGHIA PHAM NGOC THOA
Chief Accountant Chief Finance Officer
Tan Lien Phat Construction and Development JSC (merged into Hanoi
Southern City Development and Trading LLC since 1 February 2018)

Dividend receivable - 812,500,000,000

Vincom Security Service Co., Ltd

Purchase of goods and services 56,413,553,163 127,435,344,972

Vincom General Service Trading LLC

Purchase of goods and services 76,245,330,987 122,589,239,069

Ecology Development and Investment Joint Stock Company

Acquisition of assets - 404,962,349,243

Vinschool One Member LLC

Sales of goods and services 73,835,630,568 71,496,750,046

Thoi Dai Commercial Trading and Development Co., Ltd


(merged into Millenium Trading Investment And Development Company
Limited since 1 June 2018)

Sales of goods and services 14,588,172,106 66,602,499,628

Vietnam Investment and Consulting Investment JSC

Acquisition of assets 489,763,220,848 -

Members of the Board of Directors and Board of Management

Salary and bonus 25,581,158,025 12,437,258,216

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