Vincom Retail Annual Report 2018 en Interactive
Vincom Retail Annual Report 2018 en Interactive
Vincom Retail Annual Report 2018 en Interactive
01
CHAPTER
2018 At a Glance 10
2018 Highlights 12
Corporate
04
CHAPTER
Financial and Operational Highlights 2014 – 2018 18
Governance
64 Vincom Retail Governance Structure
About
02
CHAPTER 66 Governance Report
Vincom Retail
67 Internal Audit Report
67 Risk Management
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
03
CHAPTER
Consolidated
06
Vincom Retail Operations and Financial Performance in 2018 56
CHAPTER
Blueprint for 2019 60
Financial Statements
80 Corporate Information
01
Vincom Retail
2018 and
Message from
the Board of
Directors
10 2018 At a Glance
12 2018 Highlights
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
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.
2018
At a Glance
66 38 ~1.5
million m2
2018 01
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.
03 05
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
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.
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.
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
Vincom Plaza 2
During 2018, more than 10% of Vincom
Retail’s revenue came from rental income Total 8
2018
1,448 66
HO CHI MINH CITY
2017
1,173 46 Vincom Center 2
2014
514 6 Total 13
(1) As of 28 February of the following year (2) Compound Annual Growth Rate
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+.
Website: www.vincom.com.vn
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
Businesses
Vincom is a
leading
developer,
owner, and
operator
of retail malls
in Vietnam.
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.
SUPERVISORY
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
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
Board of Directors
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
Management
Further details can be found in Vincom Retail’s Annual Report 2018, About Vincom Retail – Board
of Directors, Page 31.
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 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
Supervisory Board
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 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 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
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,
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.
AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L
40 Chapter 2 – About Vincom Retail Chapter 2 – About Vincom Retail 41
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
advantage of expected
demand, Vincom Retail
plans to aggressively
expand its network.
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
AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L
44 Chapter 2 – About Vincom Retail Chapter 2 – About Vincom Retail 45
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.
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.
AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L
48 Chapter 2 – About Vincom Retail Chapter 2 – About Vincom Retail 49
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
ecosystem
currently serve as anchor
tenants in the malls,
helping to draw visitors
and keep high tenant
occupancy rates.
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
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
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.
40%
2019 Outlook
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.
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%
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
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.
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.
Source: VAS audited consolidated financial statements for 2017 and 2018
AN N UAL R E P OR T 2 01 8 VI NC O M RET A I L
60 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 61
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
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,
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
13 malls
1.6 million m2
CHAPTER
04
Corporate
Governance
66 Governance Report
67 Risk Management
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
Further details can be found in Vingroup’s Annual Report 2018, Corporate Governance – Vingroup Governance Structure.
Governance Programs
• 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 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:
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
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
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.
Relations
2 Ms. Tran Mai Hoa Board member 0 0
Restricted shares: None
3 Ms. Mai Thu Thuy 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
- 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 (%)
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
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
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
05
Sustainable
Development
ANNUAL
REPORT
Vincom Center Landmark 81, Ho Chi Minh City 2018
74 Chapter 5 – Sustainable Development Chapter 5 – Sustainable Development 75
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.
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
ANNUAL
REPORT
Vincom Center Nguyễn Chí Thanh, Hà Nội 2018
80 Chapter 6 – Consolidated Financial Statements Chapter 6 – Consolidated Financial Statements 81
(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.
BOARD OF MANAGEMENT
BOARD OF SUPERVISION
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
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
Taxes and other receivables from State Treasury 153 490,364 2,160,024,734
Ho Chi Minh City, 25 March 2019 The accompanying notes are an intergral part of these consolidated financial statements
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
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
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
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
Equity investments in other entities 253 2,000,000,000 - Other equity funds 420 (58,419,891,967) (58,419,891,967)
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
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
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
Basic earnings per share 70 43 1,228 791 Proceeds from disposals of fixed assets 22 475,234,343 9,933,583,949
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
Mã
số
Thuyết
minh
2018
VND
2017
VND Notes to the consolidated
financial statement
CASH FLOWS FROM FINANCING ACTIVITIES
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.
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
The accompanying notes are an intergral part of these consolidated financial statements
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.
e. Accounts Accounts receivable from customers and other receivables are stated at cost less allowance for doubtful debts. • Buildings, structures 5 – 15 years
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.
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.
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.
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
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
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
a. Prepayments to suppliers – short-term detailed by significant suppliers b. Other receivables – short-term from related parties
b. Prepayments to suppliers – short-term who are related parties c. Other receivables – long-term
Other related companies - 173,877,282 Movements of the allowance for doubtful debts during the year were as follows:
9. LOANS RECEIVABLE – SHORT-TERM Increase in allowance during the year 15,539,172,030 7,710,317,420
333,110,692,769 663,549,796,021
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
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
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
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.
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
18. PREPAID EXPENSES 19. DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES
a. Short-term prepaid expenses Recognised deferred tax assets and deferred tax liabilities
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
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
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
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
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
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)
c. Unearned revenue from related parties 27. BONDS AND FINANCE LEASE LIABILITIES
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.
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
2018
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
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:
c. Other commitments
Movements in share capital during the year were as follows:
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 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
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
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
519,223,529,708 586,894,964,438
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
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
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%).
Adjustment of corporate income taxes in prior years 23,980,464,367 - Dividends for preference shares - (740,010,147,796)
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
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
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
25 March 2019
Dividends payable - 53,126,813,737
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)