TIDMVNL

RNS Number : 8727A

VinaLand Limited

29 March 2017

29 March 2017

VinaLand Limited

Interim results for the six months ended 31 December 2016

VinaLand Limited ("the Company" or "VNL"), the AIM-quoted investment vehicle established to target strategic segments within Vietnam's emerging real estate market, today announces its interim results for the six months ended 31 December 2016 ("the Period").

Financial highlights:

   --             Net Asset Value ("NAV") of USD 318.2 million (30 June 2016: USD336.8 million); and, 
   --             NAV per share of USD0.89 (30 June 2016: USD0.86). 

Operational highlights:

During the Period, VNL has completed the divestment of three projects and made considerable progress on other pending disposals. The three projects sold were:

-- The Resort Project, located in Danang, resulting in net cash proceeds of USD7.0 million to the Company;

-- Project Ceana in Quang Nam, resulting in net cash proceeds of USD7.6 million to the Company; and,

-- Project BD in Binh Duong, resulting in net cash proceeds of USD10.9 million to the Company.

Notes to Editors:

VinaCapital is a leading investment management and real estate development firm headquartered in Vietnam, with a diversified portfolio of USD1.8 billion in assets under management.

Founded in 2003, VinaCapital boasts an unrivalled local network, providing the company with access to unique investment opportunities. VinaCapital's mission is to continue to offer institutional solutions for a variety of clients that can best extract the dynamic development taking place in Vietnam and the ASEAN region as a whole. This mission is instilled in each of VinaCapital's industry-leading asset class teams covering capital markets, private equity, fixed income, venture capital, real estate and infrastructure.

VinaCapital has managed three closed-end funds trading on the AIM Market of the London Stock Exchange, VinaCapital Vietnam Opportunity Fund Limited, VinaLand Limited and Vietnam Infrastructure Limited. In addition, VinaCapital co-manages the DFJ VinaCapital L.P. technology venture capital fund with Draper Fisher Jurvetson and also holds a stake in VinaWealth, a locally incorporated fund management company. Further, VinaCapital manages an open ended UCITS fund called the Forum One - VCG Partners Vietnam Fund, Vietnam's largest open-ended UCITS-compliant fund.

VinaCapital employs a bottom-up, fundamental analysis approach to valuation within a disciplined risk management framework, and possesses one of Vietnam's leading in-house research teams to uncover value opportunities.

With offices in Ho Chi Minh City, Hanoi, Danang and Singapore, VinaCapital offers insight, expertise and an on the ground presence unrivalled in the ASEAN region. For more information about VinaCapital, please visit www.vinacapital.com or reach out directly to info@vinacapital.com.

The financial statements will be posted to shareholders and are available on the Company's website at www.vnl-fund.com

Enquiries:

Jonathan Viet Luu

VinaCapital Investment Management Limited

Investor Relations

+84 8 3821 9930

jonathan.luu@vinacapital.com

Joel Weiden

VinaCapital Investment Management Limited

Communications

+84 8 3821 9930

joel.weiden@vinacapital.com

Philip Secrett

Grant Thornton UK LLP, Nominated Adviser

+44 (0)20 7383 5100

philip.j.secrett@uk.gt.com

David Benda / Hugh Jonathan

Numis Securities Limited, Broker

+44 (0)20 7260 1000

funds@numis.com

Daniel Jason

Peregrine Communications, Public Relations (London)

+44 (0) 20 3040 0872

daniel.jason@peregrinecommunications.com

Chairman's Statement

Dear Shareholders,

I am pleased to report that VinaLand Limited (the "Company", "VNL") has continued to make steady progress during the interim period from 1 July 2016 to 31 December 2016, both in terms of securing shareholder approval for a new strategy at the EGM, as well as in disposing of projects and making distributions to shareholders.

EGM/AGM

In November, the Company held an Extraordinary General Meeting ("EGM") and an Annual General Meeting ("AGM"). Shareholders approved all four AGM resolutions, while at the EGM shareholders supported Resolutions 1, 2, and 3, but not Resolution 4, and as a result Resolution 5 was not put to a vote. In summary, shareholders supported the Company's new continuation strategy, under which the divestment of projects will continue in a controlled and orderly manner and the funds received will be distributed to shareholders.

Project divestments and distributions

During the period the Company made good progress with the complete disposal of three projects and considerable work undertaken on several other pending disposals. The three projects sold were:

-- The Resort Project (August 2016): the Company disposed of its entire stake at a total valuation 1.0% below the 30 June 2016 unaudited net asset value ("NAV"). The Company received net cash proceeds of USD7.0 million from the sale.

-- Project Ceana (November 2016): the Company disposed of its stake in this project at a valuation 12.9% above the 30 September 2016 unaudited NAV. VNL received net proceeds of USD7.6 million from the sale.

-- Project BD (December 2016): the Company disposed of its stake in this project at a valuation 17.4% below the unaudited net asset value at the time of VNL's recent extraordinary general meeting (EGM) in November 2016. VNL received net proceeds of USD10.9 million from the sale.

Furthermore, during the six-month period, VNL distributed USD23.6 million to shareholders by way of share buybacks undertaken at an average share price discount to NAV of 24%.

ZDP redemption

The full redemption of the VinaLand Zero Dividend Preference (ZDP) shares occurred in December 2016, and the ZDP shares are no longer traded. Following the redemption, the Company's debt is limited to loans obtained at the project level. These will continue to decline as projects are sold.

Fund performance

The NAV per share (reviewed by the auditors) was USD0.89 at 31 December 2016, an increase of 3.95% from the audited NAV per share at 30 June 2016. During this period, the Company's share price increased to USD0.69, narrowing the share price discount to NAV to 24% from 33% at 30 June 2016.

Board changes

During the period, Board Directors Nicholas Allen and Nicholas Brooke announced their resignations effective on 20 October 2016 and 31 December 2016, respectively. I would like to thank them for their diligence and support over the last few years.

As the Company's portfolio is reducing the Board has decided that four directors are sufficient to enable the Board to carry out its duties. With this consideration in mind, Ian Lydall joined the Board in October 2016.

Vietnam's property market continues to remain buoyant and the Company continues to evaluate opportunities to dispose of projects when appropriate and practicable. We are confident that the Company's new strategy is aligned with the current positive trends in both the Vietnam economy and real estate markets and that, as a result, we can maximise returns to shareholders over the coming years. On behalf of the Board, I appreciate your continued feedback and support.

Michel Casselman

Chairman

VinaLand Limited

28 March 2017

CONDENSED INTERIM CONSOLIDATED BALANCE SHEET

 
                                            31 December          30 June 
                                                   2016             2016 
                                  Note          USD'000          USD'000 
 
 ASSETS 
 
 Non-current 
 Investment properties             6            424,231          389,700 
 Property, plant and equipment     7                461              500 
 Intangible assets                                    2                3 
 Investments in associates         8             49,285           47,713 
 Prepayments for acquisitions 
  of investments                   9             26,550           27,772 
 Deferred income tax assets        10             3,212            3,638 
 Other non-current assets                            94            1,024 
                                         --------------   -------------- 
 Total non-current assets                       503,835          470,350 
 
 
 Current 
 Inventories                       11            43,141           54,442 
 Trade and other receivables       12             4,509           17,581 
 Tax receivables                                  2,563            1,985 
 Receivables from related 
  parties                          30             1,348            1,044 
 Short-term investments                           2,235            9,806 
 Financial assets at fair 
  value through profit or 
  loss                                              268              384 
 Restricted cash                   13                 -            3,392 
 Cash and cash equivalents         14            58,416           76,903 
                                         --------------   -------------- 
 Total current assets                           112,480          165,537 
 
 Assets classified as held 
  for sale                         15             3,784           18,628 
                                         --------------   -------------- 
   Total assets                                 620,099          654,515 
 
 
                                                    31 December           30 June 
                                                           2016              2016 
                                       Note             USD'000           USD'000 
 
 EQUITY AND LIABILITIES 
 
 EQUITY 
 Equity attributable to equity 
  shareholders of the parent 
 Share capital                          16                3,579             3,938 
 Additional paid-in capital             17              422,067           452,680 
 Equity reserve                                          49,384            42,115 
 Other reserve                                             (67)              (67) 
 Translation reserve                                   (67,106)          (71,877) 
 Accumulated losses                                    (89,615)          (89,953) 
                                                 --------------    -------------- 
                                                        318,242           336,836 
 Non-controlling interests                              126,342           128,413 
                                                 --------------    -------------- 
                                                        444,584           465,249 
   Total equity                                  --------------    -------------- 
 LIABILITIES 
 
 Non-current 
 Borrowings and debts                   18               81,309            47,416 
 Deferred income tax liabilities        19               21,795            16,358 
                                                 --------------    -------------- 
 Total non-current liabilities                          103,104            63,774 
 
 Current 
 Borrowings and debts                   18                2,080            25,704 
 Trade and other payables               20               68,888            77,174 
 Payables to related parties            30                  984            10,228 
 Financial liabilities at 
  fair value through profit 
  or loss                                                     -             6,945 
 Tax payables                                                55               176 
                                                 --------------    -------------- 
 Total current liabilities                               72,007           120,227 
 
 Liabilities classified as 
  held for sale                         15                  404             5,265 
                                                 --------------    -------------- 
   Total liabilities                                    175,515           189,266 
                                                 --------------    -------------- 
   Total equity and liabilities                         620,099           654,515 
 
 Net assets per share attributable 
  to equity 
  shareholders of the parent 
  (USD per share)                       28(c)              0.89              0.86 
 
 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                    Equity attributable to equity shareholders 
                                                                  of the Company 
                                                                                                               Total 
                                                                                                              equity 
                                                                                                        attributable 
                                   Additional                                                              to owners            Non- 
                        Share         paid-in        Equity         Other   Translation   Accumulated         of the     controlling          Total 
                      capital         capital       reserve       reserve       reserve        losses        Company       interests         equity 
                      USD'000         USD'000       USD'000       USD'000       USD'000       USD'000        USD'000         USD'000        USD'000 
 
Balance at 1 July 
 2016                   3,938         452,680        42,115          (67)      (71,877)      (89,953)        336,836         128,413        465,249 
Profit for the 
 period                     -               -             -             -             -           338            338          10,486         10,824 
Currency 
 translation                -               -             -             -       (4,007)             -        (4,007)         (2,887)        (6,894) 
Reclassification 
 of currency 
 translation 
 reserve on 
 disposal 
 of subsidiaries            -               -             -             -         8,778                        8,778               -          8,778 
                   ----------      ----------    ----------    ----------    ----------    ----------   ------------  --------------   ------------ 
Total 
 comprehensive              -               -             -                       4,771           338          5,109           7,599         12,708 
 income            ----------      ----------    ----------  - ----------    ----------    ----------   ------------    ------------   ------------ 
Transactions with 
owners in their 
capacity as 
owners: 
Repurchase and 
 cancellation 
 of shares              (359)        (30,613)         7,269             -             -             -       (23,703)               -       (23,703) 
Disposal of 
 subsidiaries               -               -             -             -             -             -              -         (3,903)        (3,903) 
Capital 
 contribution 
 in a subsidiary            -               -             -             -             -             -              -              41             41 
Distribution to 
 non-controlling 
 interests                  -               -             -             -             -             -              -         (5,808)        (5,808) 
                   ----------  --------------  ------------  ------------  ------------  ------------   ------------    ------------   ------------ 
Balance at 31 
 December 
 2016                   3,579         422,067        49,384          (67)      (67,106)      (89,615)        318,242         126,342        444,584 
 
 
 
 
                                                           Equity attributable to equity shareholders 
                                                                         of the Company 
                                                                                                                             Total 
                                   Additional                                                                               equity            Non- 
                        Share         paid-in        Equity               Other   Translation       Accumulated       attributable     controlling          Total 
                      capital         capital       reserve             reserve       reserve            losses          to owners       interests         equity 
                                                                                                                            of the 
                                                                                                                           Company 
                      USD'000         USD'000       USD'000             USD'000       USD'000           USD'000            USD'000         USD'000        USD'000 
 
Balance at 1 July 
 2015                   4,301         521,088        30,706                (57)      (83,209)          (81,638)            391,191         182,821        574,012 
Profit for the 
 period                     -               -             -                   -             -             5,966              5,966           5,878         11,844 
Currency 
 translation                -               -             -                   -       (8,523)                 -            (8,523)         (2,566)       (11,089) 
Reclassification 
 of currency 
 translation 
 reserve on 
 disposal 
 of subsidiaries            -               -             -                   -         3,022                 -              3,022               -          3,022 
                   ----------      ----------    ----------          ----------    ----------    --------------   ----------------    ------------   ------------ 
Total 
 comprehensive              -               -             -                   -       (5,501)             5,966                465           3,312          3,777 
 (loss)/income     ----------      ----------    ----------          ----------    ----------    --------------   ----------------    ------------   ------------ 
Transactions with 
owners in their 
capacity 
as owners: 
Repurchase and 
 cancellation 
 of shares              (133)        (11,978)         4,111                   -             -                 -            (8,000)               -        (8,000) 
Disposal of 
 subsidiaries               -               -             -                   -             -                 -                  -        (14,641)       (14,641) 
Capital 
 contributions 
 in subsidiaries                                                              -             -                 -                  -           2,947          2,947 
Distribution to 
 non-controlling 
 interests                  -               -             -                   -             -                 -                  -           (518)          (518) 
Acquisition of 
 non-controlling 
 interests in a 
 subsidiary                 -               -             -                (10)             -                 -               (10)           (890)          (900) 
                   ----------  --------------  ------------        ------------  ------------    --------------     --------------  --------------   ------------ 
Balance at 31 
 December 
 2015                   4,168         509,110        34,817                (67)      (88,710)          (75,672)            383,646         173,031        556,677 
 
 
 

CONDENSED INTERIM CONSOLIDATED INCOME STATEMENT

 
                                                              Six months ended 
                                                        ---------------------------- 
                                                          31 December    31 December 
                                                                 2016           2015 
                                                 Note         USD'000        USD'000 
 
 Revenue                                          21            4,508         30,384 
 Cost of sales                                    22          (5,338)       (24,848) 
                                                         ------------   ------------ 
 Gross (loss)/profit                                            (830)          5,536 
 
 Net gain on fair value adjustments 
  of investment properties 
  and revaluations of property, 
  plant and equipment                              23          41,667         20,485 
 Selling and administration 
  expenses                                        24          (5,188)        (8,905) 
 Net change in fair value 
  of financial assets at fair 
  value through profit or loss                                      -          (173) 
 Net (loss)/gain on disposals 
  of investments                                  8          (13,852)          7,609 
 Reversal of impairment/(impairment) 
  of assets                                       25              682       (15,470) 
 Finance income                                                   365            536 
 Finance expenses                                 26          (4,302)        (3,403) 
 Share of (losses)/gains of 
  associates, net                                 8           (1,921)          1,573 
 Gain due to dilution of ownership 
  in an associate                                 8             1,613              - 
 Other income                                                     330          1,781 
 Other expenses                                               (1,078)          (155) 
                                                         ------------   ------------ 
 Income from operations before 
  income tax                                                   17,486          9,414 
 Income tax                                       27          (6,662)          2,430 
                                                         ------------   ------------ 
 Income from operations                                        10,824         11,844 
 
 Attributable to equity shareholders 
  of the Company                                                  338          5,966 
 Attributable to non-controlling 
  interests                                                    10,486          5,878 
                                                         ------------   ------------ 
 Net income for the period                                     10,824         11,844 
 
    Earning per share 
      *    basic and diluted (USD per share)     28(a)           0.00           0.01 
                                                         ------------   ------------ 
 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                              Six months ended 
                                        ---------------------------- 
                                          31 December    31 December 
                                                 2016           2015 
                                              USD'000        USD'000 
 
 Net income for the period                     10,824         11,844 
 
 Other comprehensive income 
 
 Items that may be reclassified 
  subsequently to profit or loss: 
 Reclassification of currency 
  translation reserve on 
  disposal of subsidiaries                      8,778          3,022 
 Exchange differences on translating 
  foreign operations                          (6,894)       (11,089) 
                                         ------------   ------------ 
 
 Other comprehensive income/(loss) 
  for the period                                1,884        (8,067) 
                                         ------------   ------------ 
 Total comprehensive income for 
  the period                                   12,708          3,777 
 
 
 Attributable to equity shareholders 
  of the Company                                5,109            465 
 Attributable to non-controlling 
  interests                                     7,599          3,312 
                                         ------------   ------------ 
                                               12,708          3,777 
 

CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                     Six months ended 
                                              ------------------------------ 
                                                 31 December     31 December 
                                                        2016            2015 
                                        Note         USD'000         USD'000 
 
 Operating activities 
 Net operating profit before 
  tax                                                 17,486           9,414 
 Adjustments for: 
 Depreciation and amortisation                            27             333 
 Net change in fair values 
  of financial assets at fair 
  value 
  through profit or loss                             (6,831)             173 
 Net gain on fair value adjustments 
  of investment properties 
  and revaluations of property, 
  plant and equipment                     23        (41,667)        (20,485) 
 Loss/(gain) on disposals of 
  investments, net                       8            13,852         (7,609) 
 (Reversal)/allowance for impairment 
  of assets                              25            (682)          15,470 
 Share of losses/(gain) of 
  associates, net                        8             1,921         (1,573) 
 Gain due to dilution in ownership 
  of associate                           8           (1,613)               - 
 Net loss on disposals of fixed 
  assets                                                   -              56 
 Unrealised foreign exchange 
  losses                                                   2             855 
 Interest expense                                      4,130           2,519 
 Interest income                                       (239)           (474) 
 
   Net loss before changes in                   ------------    ------------ 
   working capital                                  (13,614)         (1,321) 
 
 Change in trade receivables 
  and other current assets                             (852)           1,510 
 Change in inventories                                 1,953          18,347 
 Change in trade payables and 
  other current liabilities                          (4,179)         (1,402) 
 Income tax paid                                           -           (278) 
                                                ------------    ------------ 
   Net cash (outflow)/inflow                        (16,692)          16,856 
   from operating activities                    ------------    ------------ 
 
 Investing activities 
 Interest received                                       206             467 
 Purchases of investment properties, 
  property, plant and 
  equipment, and other non-current 
  assets                                            (12,980)        (14,265) 
 Additional investments in 
  associates                                         (1,880)           (668) 
 Proceeds from disposals of 
  assets/liabilitites classified 
  as held for sale                                     1,954          10,500 
 Proceeds from sales of subsidiaries                  26,357          29,412 
 Collection of prepayment for                          2,955               - 
  acquisition 
 Net proceeds in short-term 
  deposits                                             7,352              94 
 Net proceeds in long-term 
  deposits                                                 -              14 
                                                ------------    ------------ 
   Net cash inflow from investing                     23,964          25,554 
   activities                                   ------------    ------------ 
 
 
 
                                                      Six months ended 
                                               ------------------------------ 
                                                  31 December     31 December 
                                                         2016            2015 
                                         Note         USD'000         USD'000 
 
 Financing activities 
 Additional capital contributions 
  from non-controlling interests                           41           2,947 
 Loan proceeds from banks                              36,309          13,793 
 Loan repayments to banks                             (1,028)         (9,471) 
 ZDP repayment                                       (25,118)               - 
 Ordinary shares acquired by 
  the Company                             16         (23,703)         (8,000) 
 Interest paid                                        (6,514)         (5,223) 
 Acquisition of non-controlling 
  interests in a subsidiary                                 -           (900) 
 Capital refunded to non-controlling 
 interests                                            (5,808)           (518) 
                                                 ------------    ------------ 
 Net cash outflow to financing                       (25,821)         (7,372) 
  activities                                     ------------    ------------ 
 Net changes in cash and cash 
  equivalents for the period                         (18,549)          35,038 
 Cash and cash equivalents 
  at the beginning of the period                       76,903          21,820 
 Cash and cash equivalents 
  classified as held for sale                               -           (862) 
 Exchange differences on cash                              62               - 
  and cash equivalents 
 
   Cash and cash equivalents                     ------------    ------------ 
   at the end of the period                14          58,416          55,996 
 

During the period, major non-cash transactions included capital gains tax of USD0.8 million which crystalised during the period (six months ended 31 December 2016: USD2.6 million) resulting from realised gains on divestments. The tax amounts due were withheld from disposal proceeds due to the Group by the buyers and remitted to the tax authorities and as a result these amounts are excluded from proceeds from disposal of subsidiaries, and disposals of investment properties and investments in associates, included in the consolidated statement of cash flows.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

   1          GENERAL INFORMATION 

VinaLand Limited ("the Company") is a limited liability company incorporated in the Cayman Islands. The registered office of the Company is PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The original objective of the Company was to focus on key growth segments within Vietnam's emerging real estate market, namely residential, office, retail, industrial and leisure projects in Vietnam and the surrounding countries in Asia. The Company is listed on the AIM Market of the London Stock Exchange under the ticker symbol VNL.

At an Extraordinary General Meeting ("EGM") held on 21 November 2012 the shareholders approved a proposal that the Company make no new investments and dispose of a portion of its investments in a controlled and orderly manner so as to maximise returns to shareholders. At a subsequent EGM held on 18 November 2016 this strategy was expanded to include the disposal of all remaining investments. The key changes impacting these financial statements are summarised as follows:

-- The new strategy involves the orderly sell down of investments in conjunction with ongoing development of selected projects to maximise returns to shareholders. All projects will be realised over a period of approximately three years and the proceeds collected, less operating costs, will be returned to shareholders.

-- The Third Amended and Restated Investment Management Agreement introduces a new fee structure composed of disposal and alignment fees, prepayment advances and a retention account to ensure that the Investment Manager is incentivised to meet the investing policy (Note 30).

The condensed interim consolidated financial statements for the six months ended 31 December 2016 were approved for issue by the Company's Board of Directors on 28 March 2017.

These condensed interim consolidated financial statements have been reviewed, not audited.

   2          BASIS OF PREPARATION 

The Company and its subsidiaries herein are referred to as the Group.

These condensed interim consolidated financial statements are for the six months ended 31 December 2016. They have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting" as issued by the International Accounting Standards Board ("IASB"). They do not include all of the information required in the annual consolidated financial statements which are prepared in accordance with International Financial Reporting Standards ("IFRSs"). Accordingly, these financial statements are to be read in conjunction with the annual consolidated financial statements of the Group for the year ended 30 June 2016, which have been prepared in accordance with IFRSs.

   3          ACCOUNTING POLICIES 

These condensed interim consolidated financial statements (the "interim financial statements") have been prepared in accordance with the accounting policies, methods of computation and presentation adopted in the last annual consolidated financial statements for the year ended 30 June 2016.

   4          CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS 

When preparing the condensed interim consolidated financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and may not equal the estimated results.

Information about significant judgements, estimates and assumptions that have the most effect on recognition and measurement of assets, liabilities, income and expenses were the same as those that applied to the last annual consolidated financial statements for the year ended 30 June 2016.

   4.1        Fair value of investment properties 

The investment properties of the Group are stated at fair value in accordance with accounting policies 2.5 of the annual consolidated financial statements for the year ended 30 June 2016. The fair values of investment properties are based on valuations by independent professional valuers including CB Richard Ellis, Savills, Jones Lang LaSalle and Cushman & Wakefield. These valuations are based on certain assumptions which are subject to uncertainty and might materially differ from the actual results. The estimated fair values provided by the independent professional valuers are used by the Valuation Committee as the primary basis for estimating each property's fair value for recommendation to the Board.

In making its judgement, the Valuation Committee considers information from a variety of sources including:

(i) current prices in an active market for properties of different nature, condition or location (or subject to different lease or other contracts), adjusted to reflect those differences;

(ii) recent prices of similar properties in less active markets, with adjustments to reflect any changes in economic conditions since the dates of those transactions;

(iii) recent developments and changes in laws and regulations that might affect zoning and/or the Group's ability to exercise its rights in respect to properties and therefore fully realise the estimated values of such properties;

(iv) discounted cash flow projections based on reliable estimates of future cash flows, derived from the terms of external evidence such as current market rents and sales prices for similar properties in the same location and condition, and using discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows; and

(v) recent compensation prices made public by the local authority at the province where the property is located.

As at 31 December 2016, if the discount rates used had been 1% higher/lower (30 June 2016: 1%), the total carrying values of the Group's investment properties would have been USD13.6 million lower/USD14.7 million higher (30 June 2016: USD13.6 million lower/USD15.2 million higher).

   4.2        Prepayments for acquisitions of investments 

The Group estimates the recoverable amounts of significant prepayments for acquisitions of investments either based on management's internal assessment or by engaging independent valuers in accordance with the valuation methods and processes as set out in Notes 2.5 and 3.1 of the annual consolidated financial statements for the year ended 30 June 2016.

   5          SEGMENT ANALYSIS 

In identifying its operating segments, management generally follows the Group's sectors of investment which are based on internal management reporting information for the Investment Manager's management, monitoring of investments and decision making. The operating segments by investment portfolio include commercial, residential and office buildings, hospitality, mixed-use segments and cash and short-term investments.

Detail of activities undertaken by each segment and how each segment is managed and monitored, can be found in Note 4 to the annual consolidated financial statements of the Group for the year ended 30 June 2016.

There is no measure of segment liabilities regularly reported to the Investment Manager; therefore, liabilities are not disclosed in the sector analysis. Segment information can be analysed as follows for the reporting periods under review:

   (a)        Condensed Interim Consolidated Income Statement 
 
                                                          Six months ended 31 December 2016 
                               --------------------------------------------------------------------------------------- 
                                  Commercial         Residential and office    Hospitality    Mixed use          Total 
                                                                  buildings 
                                     USD'000                        USD'000        USD'000      USD'000        USD'000 
 
   Revenue                                 -                          4,508              -            -          4,508 
   Cost of sales                           -                        (5,338)              -            -        (5,338) 
                                ------------                   ------------     ----------   ----------   ------------ 
   Gross profit                            -                          (830)              -            -          (830) 
   Net loss on disposals of 
    investments                            -                       (13,852)              -            -       (13,852) 
   Finance income                          -                            205              3          157            365 
   Net (loss)/gain on fair 
    value adjustments of 
    investment properties and 
    revaluations of property, 
    plant and equipment              (1,045)                          8,950              -       33,762         41,667 
   Share of gains/(losses) of 
    associates, net                      102                        (2,068)             45            -        (1,921) 
   Loss due to dilution in 
    ownership of associate                 -                          1,613              -            -          1,613 
   (Impairment)/reversal of 
    impairment of assets                   -                             74              -          608            682 
   Other income                            8                            286              -           36            330 
                                ------------                   ------------     ----------   ----------   ------------ 
   Total (loss)/profit before 
    unallocatable expenses             (935)                        (5,622)             48       34,563         28,054 
   Selling and administration 
    expenses                                                                                                   (5,188) 
   Finance expenses                                                                                            (4,302) 
   Other expenses                                                                                              (1,078) 
                                                                                                            ---------- 
    Income before tax                                                                                           17,486 
   Income tax                                                                                                  (6,662) 
                                                                                                            ---------- 
    Net income for the period                                                                                   10,824 
 
 
                                                          Six months ended 31 December 2015 
                               --------------------------------------------------------------------------------------- 
                                  Commercial         Residential and office    Hospitality    Mixed use          Total 
                                                                  buildings 
                                     USD'000                        USD'000        USD'000      USD'000        USD'000 
 
   Revenue                                 -                         30,384              -            -         30,384 
   Cost of sales                           -                       (24,848)              -            -       (24,848) 
                                ------------                   ------------     ----------   ----------   ------------ 
   Gross profit                            -                          5,536              -            -          5,536 
   Net gain on disposals of 
    investments                            -                          1,149          6,460            -          7,609 
   Finance income                          -                            286             73          177            536 
   Net (loss)/gain on fair 
    value adjustments of 
    investment properties and 
    revaluations of property, 
    plant and equipment                 (20)                         15,866             77        4,562         20,485 
   Share of (losses)/gains of 
    associates, net                    (322)                          2,574             40        (719)          1,573 
   Impairment of assets                    -                       (15,470)              -            -       (15,470) 
   Other income                            4                          1,031            687           59          1,781 
                                ------------                   ------------     ----------   ----------   ------------ 
   Total (loss)/profit before 
    unallocatable expenses             (338)                         10,972          7,337        4,079         22,050 
   Net change in fair value 
    of financial assets at 
    fair value through profit 
    or loss                                                                                                      (173) 
   Selling and administration 
    expenses                                                                                                   (8,905) 
   Finance expenses                                                                                            (3,403) 
   Other expenses                                                                                                (155) 
                                                                                                            ---------- 
    Profit before tax                                                                                            9,414 
   Income tax                                                                                                    2,430 
                                                                                                            ---------- 
    Net profit for the period                                                                                   11,844 
 

Condensed Interim Consolidated Balance Sheet

 
                                                                      As at 31 December 2016 
                                  ---------------------------------------------------------------------------------------------- 
                                     Commercial      Residential    Hospitality            Mixed       Cash and            Total 
                                                      and office                             use       deposits 
                                                       buildings 
                                        USD'000          USD'000        USD'000          USD'000        USD'000          USD'000 
 
          Investment properties           3,200          217,981              -          203,050              -          424,231 
          Property, plant and 
           equipment                          -               53              -              408              -              461 
          Intangible assets                   -                -              -                2              -                2 
          Investments in 
           associates                    16,471           28,337          4,477                -              -           49,285 
          Prepayments for 
           acquisitions of 
           investments                        -           26,550              -                -              -           26,550 
          Inventories                         -           42,879              -              262              -           43,141 
          Trade, tax and other 
           receivables                       26            6,574              -            1,820              -            8,420 
          Short-term investments              -                -              -                -          2,235            2,235 
          Financial assets at 
           fair value through 
           profit or loss                     -                -              -              268              -              268 
          Cash and cash 
           equivalents                        -                -              -                -         58,416           58,416 
          Assets classified as 
           held for sale                      -            3,784              -                -              -            3,784 
                    Other assets             14            3,258              -               34              -            3,306 
                                   ------------   --------------   ------------   --------------   ------------   -------------- 
           Total assets                  19,711          329,416          4,477          205,844         60,651          620,099 
          Total assets include: 
           Addition to 
           non-current assets 
           (other than financial 
           instruments and 
           deferred tax assets)           1,880           20,063              -            1,505              -           23,448 
 
 
 
                                                                           As at 30 June 2016 
                                     ---------------------------------------------------------------------------------------------- 
                                        Commercial      Residential    Hospitality            Mixed       Cash and            Total 
                                                         and office                             use       deposits 
                                                          buildings 
                                           USD'000          USD'000        USD'000          USD'000        USD'000          USD'000 
 
          Investment properties              4,350          211,200              -          174,150              -          389,700 
          Property, plant and 
           equipment                             -               66              -              434              -              500 
          Intangible assets                      -                -              -                3              -                3 
          Investments in associates         17,513           25,768          4,432                -              -           47,713 
          Prepayments for 
           acquisitions of 
           investments                           -           25,425              -            2,347              -           27,772 
          Inventories                            -           51,550              -            2,892              -           54,442 
          Trade, tax and other 
           receivables                          98           12,955          5,344            2,213              -           20,610 
          Short-term investments                 -                -              -                -          9,806            9,806 
          Financial assets at fair 
           value through profit or 
           loss                                  -                -              -              269              -              269 
          Restricted cash                        -                -              -                -          3,392            3,392 
          Cash and cash equivalents              -                -              -                -         76,903           76,903 
          Assets classified as held 
                           for sale              -           18,628              -                -              -           18,628 
          Other assets                         197            4,432              -               33              -            4,662 
                                      ------------   --------------   ------------   --------------   ------------   -------------- 
           Total assets                     22,158          350,024          9,776          182,341         90,101          654,400 
             Total assets include: 
              Addition to 
              non-current assets 
              (other than financial 
              instruments and 
              deferred tax assets)           1,950           16,064              -           10,341              -           28,355 
 
   6          INVESTMENT PROPERTIES 
 
                                                                                    31 December 2016          30 June 
                                                                                                                 2016 
                                                                                             USD'000          USD'000 
 
           Opening balance (1 July 2016/1 July 2015)                                         389,700          479,454 
           Additions                                                                          17,926           25,697 
           Disposals                                                                        (18,647)        (119,738) 
           Transfers to inventories (Note 11)                                                      -          (9,240) 
           Exchange of inventories for investment properties                                       -            2,969 
           Transfers to non-current assets classified as held for sale (Note 15)                   -          (5,586) 
           Net gain from fair value adjustments (Note 23)                                     41,667           24,187 
           Translation differences                                                           (6,415)          (8,043) 
                                                                                      --------------   -------------- 
             Closing balance                                                                 424,231          389,700 
 

The Group's investment properties were revalued during the period by independent professionally qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and categories of the investment properties valued.

Bank borrowings are secured by investment properties with a fair value of USD235.5 million (30 June 2016: USD102.9 million). During the period, the Group capitalised borrowing costs amounting to USD2.2 million (year ended 30 June 2016: USD4.9 million) in investment properties.

At 31 December 2016, land use rights certificates have not been fully issued for certain portions of the Group's investment properties as final issuance is subject to the completion of a number of administrative steps required by local authorities and/or the settlement of any outstanding land taxes. In the Investment Manager's view, the lack of land use rights certificates does not have any material impact on the existence and valuation of the investment properties as land use rights over the land area for each project have been specifically granted under each investment licence.

The Group's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. All of the Group's investment properties are in Level 3 of the fair value hierarchy. There were no transfers between levels during the period (year ended 30 June 2016: none).

Information about fair value measurements using unobservable inputs (Level 3) is set out below:

 
                                       Level 3 - Range of unobservable inputs                                           Sensitivity on management's estimates 
                                           (probability-weighted average) 
-------------  -------------  -------------------------------------------------------  ----------------------------  ------------------------------------------- 
 Segment          Adopted      Valuation    Discount     Cap    Valuation per square      Sensitivities in sales       Sensitivities in discount and cap rates 
                 valuation     (USD'000)      rate       rate        metre (USD)          price per square metre                      (USD'000) 
                 technique                                                                       (USD'000) 
-------------  -------------  ----------  ------------  -----  ----------------------  ----------------------------  ------------------------------------------- 
                                                                                                                                       Change in discount rate 
 Residential 
  and office 
  buildings      Discounted 
  (*)            cash flows       92,028   19% - 20.5%   N/A             N/A                                                           -1%        0        1% 
                                                                                                                                    --------  --------  -------- 
                                                                                                                                     94,634    92,028    89,542 
 ---------------------------  ----------  ------------  -----  ----------------------  --------  --------  --------  -------  ----  --------  --------  -------- 
 Residential 
  and office       Direct                                                                Change in sales price per 
  buildings      comparisons     125,953       N/A       N/A         30 - 6,853                square metre 
                                                                                       ---------------------------- 
                                                                                         -10%        0        10%                                N/A 
                                                                                       --------  --------  -------- 
                                                                                        113,358   125,953   138,548 
 ---------------------------  ----------  ------------  -----  ----------------------  --------  --------  --------  -------  ----  --------  --------  -------- 
 Mixed use                                                                                                                             Change in discount rate 
    Discounted cash flows        118,100       17%       8.5%            N/A                                                           -1%        0        1% 
                                                                                                                                    --------  --------  -------- 
                                                                                                                      Change 
                                                                                                                      in cap 
                                                                                                                        rate   -1%   142,300   129,100   117,100 
                                                                                                                     ------- 
                                                                                                                                0%   130,200   118,100   107,000 
                                                                                                                     ------- 
                                                                                                                                1%   120,700   109,400   98,900 
 ---------------------------  ----------  ------------  -----  ----------------------  --------  --------  --------  -------  ----  --------  --------  -------- 
                   Direct                                                                Change in sales price per 
 Mixed use       comparisons      84,950       N/A       N/A         117 - 1,350               square metre 
                                                                                       ---------------------------- 
                                                                                         -10%        0        10%                                N/A 
                                                                                       --------  --------  -------- 
                                                                                        76,455    84,950     93,445 
 ---------------------------  ----------  ------------  -----  ----------------------  --------  --------  --------  -------  ----  --------  --------  -------- 
                   Direct                                                                Change in sales price per 
 Commercial      comparisons       3,200       N/A       N/A            1,293                  square metre 
                                                                                       ---------------------------- 
                                                                                         -10%        0        10%                                N/A 
                                                                                       --------  --------  -------- 
                                                                                         2,880     3,200     3,520 
 ---------------------------  ----------  ------------  -----  ----------------------  --------  --------  --------  -------  ----  --------  --------  -------- 
 

For the comparative balance sheet date:

 
                                         Level 3 - Range of 
                                         unobservable inputs                               Sensitivity on management's estimates 
                                        (probability-weighted 
                                               average) 
-------------  -------------  ----------------------------------------  ------------------------------------------------------------------------ 
 Segment         Valuation     Valuation   Discount   Cap    Valuation         Sensitivities                  Sensitivities in discount 
                  technique    (USD'000)     rate     rate      per            in sales price                   and cap rates (USD'000) 
                                                               square                per 
                                                               metre            square metre 
                                                               (USD)              (USD'000) 
-------------  -------------  ----------  ---------  -----  ----------  ---------------------------  ------------------------------------------- 
                                                                                                                         Change in discount 
                                                                                                                                 rate 
 Residential 
  and office     Discounted 
  buildings         cash                     19% 
  (*)               flows       102,140     - 21.5%   N/A       N/A                                                    -1%       0%        1% 
                                                                                                                    --------  --------  -------- 
                                                                                                                     105,031   102,140   99,202 
 Residential                                                                  Change in sales 
  and office       Direct                                      30 -               price per 
  buildings      comparisons     109,060     N/A      N/A      5,845            square metre 
                                                                        --------------------------- 
                                                                          -10%      0%        10% 
                                                                        -------  --------  -------- 
                                                                         98,154   109,060   119,966 
 ---------------------------  ----------  ---------  -----  ----------  -------  --------  --------  -------  ----  --------  --------  -------- 
 Mixed use       Discounted                                                                                           Change in discount 
                    cash                                                                                                      rate 
                    flows 
                                103,350      17%      8.5%      N/A                                                   -1%        0%        1% 
                                                                                                      Change 
                                                                                                          in 
                                                                                                         cap 
                                                                                                        rate   -1%   127,815   114,762   102,915 
                                                                                                     ------- 
                                                                                                                0%   115,666   103,350   92,673 
                                                                                                     ------- 
                                                                                                                1%   106,127   94,882    84,641 
 ---------------------------  ----------  ---------  -----  ----------  -------  --------  --------  -------  ----  --------  --------  -------- 
                                                                              Change in sales 
                   Direct                                       258               price per 
 Mixed use       comparisons    70,800       N/A      N/A     - 1,040           square metre 
                                                                        --------------------------- 
                                                                          -10%      0%        10% 
                                                                        -------  --------  -------- 
                                                                         63,720   70,800    77,880 
 ---------------------------  ----------  ---------  -----  ----------  -------  --------  --------  -------  ----  --------  --------  -------- 
                                                                              Change in sales 
                   Direct                                                         price per 
 Commercial      comparisons     4,350       N/A      N/A      1,758            square metre 
                                                                        --------------------------- 
                                                                          -10%      0%        10% 
                                                                        -------  --------  -------- 
                                                                         3,915     4,350     4,785 
 ---------------------------  ----------  ---------  -----  ----------  -------  --------  --------  -------  ----  --------  --------  -------- 
 
 

(*) The valuations of these investment properties assume that they will be developed and sold within a definite time period; therefore, no capitalisation rates are used in such valuations.

   7          PROPERTY, PLANT AND EQUIPMENT 
 
                                                                         Furniture, 
                                                        Machinery,         fixtures 
                                                             plant       and office          Motor 
                                        Buildings    and equipment        equipment       vehicles           Total 
                                          USD'000          USD'000          USD'000        USD'000         USD'000 
 
           Gross carrying 
            amount 
           At 1 July 2016                     517               54               44            207             822 
           Disposals                            -                -             (15)              -            (15) 
           Translation differences           (10)              (1)              (1)            (4)            (16) 
                                       ----------         --------         --------       --------      ---------- 
             At 31 December                   507               53               28            203             791 
             2016                      ----------         --------         --------       --------      ---------- 
 
           Depreciation 
           At 1 July 2016                   (104)             (53)             (43)          (122)           (322) 
           Charge for the 
            period                           (12)                -                -           (15)            (27) 
           Disposals                            -                -               14              -              14 
           Translation differences              2                1                1              1               5 
                                       ----------         --------         --------       --------      ---------- 
             At 31 December                 (114)             (52)             (28)          (136)           (330) 
             2016                      ----------         --------         --------       --------      ---------- 
 
           Carrying value 
           At 1 July 2016                     413                1                1             85             500 
 
             At 31 December 
             2016                             393                1                -             67             461 
 

There was no impairment charge to property, plant and equipment during the period ended 31 December 2016 (the year ended 30 June 2016: USD0.8 million).

For the comparative balance sheet date:

 
                                       Buildings                        Furniture, 
                                             and       Machinery,         fixtures 
                                            golf            plant       and office          Motor 
                                          course    and equipment        equipment       vehicles           Total 
                                         USD'000          USD'000          USD'000        USD'000         USD'000 
 
           Gross carrying 
            amount 
          At 1 July 2015                  12,040              274              678            867          13,859 
          Additions                          567               18                8              -             593 
          Impairment charges               (819)                -                -              -           (819) 
          Disposals                     (10,217)            (196)            (587)          (598)        (11,598) 
          Write-offs                       (399)              (5)              (5)              -           (409) 
          Transfers to assets 
           classified as 
           held for sale                   (606)             (35)             (46)           (56)           (743) 
          Translation differences           (49)              (2)              (4)            (6)            (61) 
                                      ----------         --------         --------       --------      ---------- 
                                             517               54               44            207             822 
             At 30 June 2016          ----------         --------         --------       --------      ---------- 
 
           Depreciation 
          At 1 July 2015                 (4,037)            (105)            (212)          (242)         (4,596) 
          Charge for the 
           year                          (1,037)             (11)             (21)           (41)         (1,110) 
          Disposals                        4,297               38              161            130           4,626 
          Write-offs                         304                5                5              -             314 
          Transfers to assets 
           classified as 
           held for sale                     356               19               22             28             425 
          Translation differences             13                1                2              3              19 
                                      ----------         --------         --------       --------      ---------- 
                                           (104)             (53)             (43)          (122)           (322) 
             At 30 June 2016          ----------         --------         --------       --------      ---------- 
 
           Carrying value 
           At 1 July 2015                  8,003              169              466            625           9,263 
 
             At 30 June 2016                 413                1                1             85             500 
 
   8          SUBSIDIARIES AND ASSOCIATES 
   (a)        Investments in associates 
 
                                     31 December          30 June 
                                            2016             2016 
                                         USD'000          USD'000 
 
 Opening balance (1 July 
  2016/1 July 2015)                       47,713          165,205 
 Additions                                 1,880            1,829 
 Disposals                                     -        (115,758) 
 Share of losses of associates           (1,921)          (3,563) 
 Gain due to dilution of 
  ownership in an associate                1,613                - 
                                  --------------   -------------- 
   Closing balance                        49,285           47,713 
 

Particulars of material operating associates and their summarised financial information, extracted from their financial statements as at 31 December 2016 and 30 June 2016, are as follows:

As at 31 December 2016

 
 
                                                                                                         Share      Equity 
                                                                                                            of    interest 
                                   Principal                                              (Loss)/    (losses)/        held 
                 Incorporation     activity       Assets    Liabilities    Revenue         profit      profits 
                                                                                                            to 
                                                                                                           the 
                                                                                                         Group 
                                                 USD'000        USD'000    USD'000        USD'000      USD'000           % 
 
 Aqua City 
  Joint 
  Stock 
  Company        Vietnam           Property       53,107          1,538          -        (4,320)      (2,068)          48 
 Other                           Property/ 
  associates     Vietnam          Hospitality     67,009         24,814      3,098             38          147 
                                                 120,116         26,352      3,098        (4,282)      (1,921) 
  ===========================================  =========  =============  =========  =============  ===========  ========== 
 

As at 30 June 2016

 
 
                                                                                                      Share      Equity 
                                                                                                         of    interest 
                                   Principal                                           (Loss)/    (losses)/        held 
                 Incorporation     activity       Assets    Liabilities    Revenue      profit      profits 
                                                                                                         to 
                                                                                                        the 
                                                                                                      Group 
                                                 USD'000        USD'000    USD'000     USD'000      USD'000           % 
 
 Aqua City 
  Joint 
  Stock 
  Company        Vietnam           Property       59,232          8,942          -     (2,866)      (1,433)          50 
 Other                           Property/ 
  associates     Vietnam          Hospitality     65,501         25,872      3,984     (3,138)      (1,946) 
                                                 124,733         34,814      3,984     (6,004)      (3,379) 
  ===========================================  =========  =============  =========  ==========  ===========  ========== 
 

Reconciliation of summarised financial information for a material associate:

 
                                                               Aqua City Joint 
                                                                Stock Company 
                                                             For the period/year 
                                                                    ended 
                                                     ---------------------------------- 
                                                             31 December        30 June 
                                                                    2016           2016 
                                                                 USD'000        USD'000 
 
          Summarised balance sheet 
          Current assets 
             Cash and cash equivalents                                78              5 
             Other current assets                                      1              - 
                                                            ------------   ------------ 
          Total current assets                                        79              5 
          Non-current assets                                      53,028         59,227 
          Current liabilities 
            Other current liabilities                              1,538          8,942 
                                                            ------------   ------------ 
          Total current liabilities                                1,538          8,942 
          Net assets                                              51,569         50,290 
                                                            ------------   ------------ 
 
           Reconciliation to carrying amounts: 
             Opening net assets                                   50,290         53,156 
             Capital contribution                                  5,599              - 
             Loss for the period/year                            (4,320)        (2,866) 
                                                            ------------   ------------ 
                                                                  51,569         50,290 
                                                            ------------   ------------ 
 
           Group's share in %                                        48%            50% 
           Group's share in USD                                   24,690         25,145 
                                                            ------------   ------------ 
           Carrying amount                                        24,690         25,145 
                                                            ------------   ------------ 
 
             Summarised statement of comprehensive 
              income 
             General and administration expenses                 (4,320)           (27) 
             Loss on fair value adjustments 
              of investment properties                                 -        (2,794) 
             Other expenses                                            -           (45) 
                                                            ------------   ------------ 
             Loss for the period/year                            (4,320)        (2,866) 
                                                            ------------   ------------ 
 
   (b)        Principal subsidiaries 

The Group had the following principal subsidiaries which are held through special purpose vehicles established outside of Vietnam as at at 31 December 2016 and 30 June 2016:

 
                                             31 December 2016                  30 June 2016 
                                      ------------------------------  ------------------------------ 
                                                          Percentage                      Percentage 
                             Country   Percentage           interest   Percentage           interest 
                    of incorporation     interest            held by     interest            held by 
                           and place      held by    non-controlling      held by    non-controlling     Nature 
   Name                  of business    the Group          interests    the Group          interests     of business 
 
 VinaCapital Hoi 
 An 
 Resort Limited              Vietnam            -                  -       100.0%                  -   Hospitality 
 VinaCapital 
  Danang                                                                                               Property 
  Resort Limited             Vietnam            -                  -        75.0%              25.0%    investment 
 VinaCapital 
  Commercial 
  Center Limited                                                                                       Property 
  (*()                       Vietnam        38.2%              61.8%        38.2%              62.0%    investment 
 Mega Assets 
  Company                                                                                              Property 
  Limited                    Vietnam        75.0%              25.0%        75.0%              25.0%    investment 
 SIH Real Estate 
  Limited                                                                                              Property 
  Company                    Vietnam        75.0%              25.0%        75.0%              25.0%    investment 
 Dien Phuoc Long 
  Real 
  Estate Company                                                                                       Property 
  Limited                    Vietnam       100.0%                  -       100.0%                  -    investment 
 VinaCapital 
  Phuoc 
  Dien Company                                                                                         Property 
  Limited                    Vietnam       100.0%                  -       100.0%                  -    investment 
 Dong Binh Duong 
  Urban 
  Development 
  Company                                                                                              Property 
  Limited                    Vietnam            -                  -        70.0%              30.0%    investment 
 Vina Dai Phuoc 
  Corporation                                                                                          Property 
  Limited                    Vietnam        54.0%              46.0%        54.0%              46.0%    investment 
 Viet Land 
  Development 
  Corporation                                                                                          Property 
  Limited                    Vietnam        90.0%              10.0%        90.0%              10.0%    investment 
 Vinh Thai Urban 
  Development 
  Corporation                                                                                          Property 
  Limited                    Vietnam        53.3%              46.7%        53.3%              46.7%    investment 
 Thang Long 
  Property                                                                                             Property 
  Company Limited            Vietnam        65.0%              35.0%        65.0%              35.0%    investment 
 Hoang Phat 
  Investment 
  Joint Stock 
  Company                    Vietnam        60.0%              40.0%        60.0%              40.0%   Hospitality 
 AA VinaCapital 
  Co.                                                                                                  Property 
  Limited                    Vietnam        83.2%              16.8%        83.2%              16.8%    investment 
 Vina Alliance 
  Company                                                                                              Property 
  Limited (*()               Vietnam        46.5%              53.5%        46.5%              53.5%    investment 
 Phu Hoi City 
  Company                                                                                              Property 
  Limited                    Vietnam        52.5%              47.5%        52.5%              47.5%    investment 
 

(*) At the reporting date, the Group has 38.2% and 46.5% equity interests in VinaCapital Commercial Center Limited (Vietnam) and Vina Alliance Company Limited, respectively. Management considers these companies as subsidiaries as the Group has control because it is exposed to variable returns from its involvement with these companies and can affect those returns through its power over them.

All subsidiary undertakings are included in the consolidation. The proportion of the voting rights in the subsidiary undertakings held directly by the Group does not differ from the proportion of ordinary shares held except the cases mentioned above. The Group further does not have any shareholding in the preference shares of subsidiary undertakings included in the Group.

During the period, the Group sold several subsidiaries, details of which are provided on the following pages. The assets and liabilities held by the subsidiaries sold were as follows:

 
                                                            As at the 
                                                              date of 
                                                             disposal 
                                                              USD'000 
          Current assets 
                 Cash and cash equivalents                     15,385 
                 Inventories                                    4,920 
                 Trade and other receivables                   23,921 
                 Other current assets                             347 
                                                         ------------ 
          Total current assets                                 44,573 
          Non-current assets 
                 Investment properties                         18,669 
                 Property, plant and equipment                  7,638 
                 Other non-current assets                       1,309 
                                                         ------------ 
          Total non-current assets                             27,616 
          Current liabilities 
                 Trade and other payables                    (24,656) 
                 Other current liabilities                      (319) 
                                                         ------------ 
          Total current liabilities                          (24,975) 
          Non-current liabilities 
                 Long-term trade and other payables           (8,579) 
                                                         ------------ 
          Total non-current liabilities                       (8,579) 
                                                         ------------ 
          Net assets at the date when 
           subsidiaries were sold                              38,635 
                                                         ------------ 
          Net assets attributable to the 
           Company                                             33,368 
          Net assets attributable to non-controlling 
           interests                                            5,267 
                                                         ------------ 
          Total consideration                                  28,294 
          Capital gains tax withheld by 
           buyers                                               (799) 
          Consideration not yet received 
           as at 31 December 2016                             (1,760) 
                                                         ------------ 
          Consideration received from sales of 
           subsidiaries                                        25,735 
 
 
                                                            Period ended 
                                                             31 December 
                                                                    2016 
                                                                 USD'000 
 
          Consideration received from 
           sales of subsidiaries                                  25,735 
          Less: Cash and cash equivalents 
           of subsidiaries sold                                 (15,385) 
                                                            ------------ 
          Cash received from sales of subsidiaries                  10,350 
                                                            ------------ 
 
 

Details of the losses from sales of subsidiaries are as follows:

 
                                                                         Period ended 
                                                                     31 December 2016 
                                                                              USD'000 
 
          Total consideration                                                  28,294 
          Carrying amount of net assets sold attributable 
           to the Company                                                    (33,368) 
                                                                         ------------ 
           Loss on sales of subsidiaries before 
            reclassification of currency translation 
            reserve                                                           (5,074) 
          Reclassification of currency translation 
           reserve                                                            (8,778) 
                                                                         ------------ 
          Loss on sales of subsidiaries                                      (13,852) 
                                                                         ------------ 
 
 

Sale of VinaCapital Danang Resort Limited

During the period the Group sold its 75% equity interest in VinaCapital Danang Resort Limited for a total consideration of USD7.0 million. The book value of the net assets at the sale date was USD10.5 million and the reclassification of translation reserve on disposal was USD1.5 million, resulting in a loss of USD5.0 million.

Sale of VinaCapital Hoi An Resort Limited

During the period the Group sold its 100% equity interest in VinaCapital Hoi An Resort Limited for a total consideration of USD7.8 million. The book value of the net assets at the sale date was USD6.6 million and the reclassification of translation reserve on disposal was USD1.2 million, resulting in no gain/(loss) on this disposal.

Sale of Dong Binh Duong Urban Development Company Limited

During the period the Group sold its 70% equity interest in Dong Binh Duong Urban Development Company Limited for a total consideration of USD13.5 million. The book value of the net assets at the sale date was USD16.3 million and the reclassification of translation reserve on disposal was USD6.1 million, resulting in a loss of USD8.9 million.

Summarised financial information of subsidiaries with material non-controlling interests

The total non-controlling interests as at 31 December 2016 is USD126.3 million (30 June 2016: USD128.4 million), allocated as below:

 
                                     31 December          30 June 
                                            2016             2016 
                                         USD'000          USD'000 
 
 Vina Alliance Company Limited 
  ("Vina Square")                         44,232           40,613 
 Vina Dai Phuoc Corporation 
  Limited ("Dai Phuoc Lotus")             32,591           30,529 
 Thang Long Property Company 
  Limited ("Times Square")                17,756           14,361 
 Phu Hoi City Company Limited 
  ("Phu Hoi")                             14,549           14,563 
 Others                                   17,214           28,347 
                                  --------------   -------------- 
                                         126,342          128,413 
 

Set out below is summarised financial information for each of the subsidiaries with non-controlling interests that are material to the Group.

Summarised balance sheets

 
                                                             Dai Phuoc 
                                  Vina Square                   Lotus                     Phu Hoi                  Times Square 
                         --------------------------  -------------------------  --------------------------  -------------------------- 
                                    As at                      As at                       As at                       As at 
                          31.12.2016     30.06.2016   31.12.2016    30.06.2016   31.12.2016     30.06.2016   31.12.2016     30.06.2016 
                             USD'000        USD'000      USD'000       USD'000      USD'000        USD'000      USD'000        USD'000 
  Current 
  Assets                       2,460             26       19,612        21,134        2,122            118       13,712          8,944 
  Liabilities               (44,820)       (67,250)     (16,838)      (16,951)      (2,495)          (468)     (36,543)       (31,476) 
  Total current 
   net 
   (liabilities)/assets     (42,360)       (67,224)        2,774         4,183        (373)          (350)     (22,831)       (22,532) 
                         -----------  -------------  -----------  ------------  -----------  -------------  -----------  ------------- 
  Non-current 
                         -----------  -------------  -----------  ------------  -----------  -------------  -----------  ------------- 
  Assets                     118,114        103,368       70,664        62,740       28,412         28,418       54,007         41,610 
  Liabilities               (34,326)        (4,920)        (938)           (2)            -              -      (5,762)        (3,259) 
  Total non-current 
   net assets                 83,788         98,448       69,726        62,738       28,412         28,418       48,245         38,351 
                         -----------  -------------  -----------  ------------  -----------  -------------  -----------  ------------- 
  Net assets                  41,428         31,224       72,500        66,921       28,039         28,068       25,414         15,819 
                         -----------  -------------  -----------  ------------  -----------  -------------  -----------  ------------- 
 

Summarised income statements

 
                                                  Dai Phuoc                                  Times 
                            Vina Square             Lotus               Phu Hoi              Square 
                              Period                                    Period              Period 
                               ended            Period ended             ended               ended 
                            31 December          31 December          31 December         31 December 
                            2016      2015        2016      2015      2016      2015      2016      2015 
                         USD'000   USD'000     USD'000   USD'000   USD'000   USD'000   USD'000   USD'000 
 
  Revenue                      -         -       1,593     3,301         -         -         -         - 
  Profit before 
   income tax             15,222     2,376       7,866     1,122       674     3,425    13,011    16,742 
  Income tax 
   expense               (3,493)     (336)       (938)     (316)     (206)     (813)   (2,503)       (8) 
  Post-tax 
   profit from 
   continuing 
   operations             11,729     2,040       6,928       806       468     2,612    10,508    16,734 
  Other comprehensive 
   loss                  (1,525)   (2,123)     (1,349)   (1,813)     (497)     (664)     (913)   (1,341) 
  Total comprehensive 
   income/(loss)          10,204      (83)       5,579   (1,007)      (29)     1,948     9,595    15,393 
                        --------  --------  ----------  --------  --------  --------  --------  -------- 
  Total comprehensive 
   income/(loss) 
   allocated 
   to non-controlling 
   interests               5,464      (44)       2,062     (633)      (14)       924     3,395     4,286 
                        --------  --------  ----------  --------  --------  --------  --------  -------- 
 

Summarised cash flow statements

 
                                                     Dai Phuoc                                 Times 
                               Vina Square             Lotus              Phu Hoi              Square 
                                  Period              Period              Period              Period 
                                   ended               ended               ended               ended 
                                31 December         31 December         31 December         31 December 
                                2016      2015      2016      2015      2016      2015      2016      2015 
                             USD'000   USD'000   USD'000   USD'000   USD'000   USD'000   USD'000   USD'000 
 
 
   Net cash 
   flows from 
   operating 
   activities                (1,641)       196      (97)     1,221      (21)        36       670        54 
 Net cash 
  flows from 
  investing 
  activities                (24,034)     (273)     (663)     (420)     1,954      (19)       880      (27) 
 Net cash 
  flows from 
  financing 
  activities                  27,981         -         -     (558)        72         -         -         - 
 Net increase/(decrease) 
  in cash and 
  cash equivalents             2,306      (77)     (760)       243     2,005        17     1,550        27 
                           ---------  --------  --------  --------  --------  --------  --------  -------- 
 

The information above is before inter-company eliminations.

   9          PREPAYMENTS FOR ACQUISITIONS OF INVESTMENTS 
 
                                    31 December        30 June 
                                           2016           2016 
                                        USD'000        USD'000 
 
   Prepayments for acquisitions 
    of investments                       35,663         43,839 
   Allowance for impairment             (9,113)       (16,067) 
                                   ------------   ------------ 
                                         26,550         27,772 
 
 

Prepayments are made by the Group to property vendors where the final transfer of the property is pending the approval of the relevant authorities and/or is subject to either the Group or the vendor completing certain performance conditions set out in agreements.

As at 31 December 2016, the accumulated impairment allowances amounted to USD9.1 million (30 June 2016: USD16.1 million). During the period, there was a reversal of USD2.5 million due to improvement of market conditions. The relevant recoverable amounts are the fair values of the underlying properties less the costs to sell which have been estimated by independent professional qualified valuers who hold recognised relevant professional qualifications and have recent experience in the locations and categories of the properties upon which these prepayments have been made.

The valuations performed by the independent valuation companies, as adopted by the Group, are prepared using the direct comparison method. All of these fair value less the costs to sell valuations are in Level 3 of the fair value hierarchy and there were no transfers between levels during the period (year ended 30 June 2016: none). As at 31 December 2016, the sales prices per square meter used ranged from USD21 to USD67 (30 June 2016: USD21 to USD64). If the sales prices of similar properties have increased/decreased, it is expected that the recoverable amounts of these prepayments would have moved up/down accordingly.

Management's view is that all of the Group's prepayments for acquisitions of investments are in Level 3 of the fair value hierarchy. Movements in the balance during the period/year were as follows:

 
                                    31 December        30 June 
                                           2016           2016 
                                        USD'000        USD'000 
 
 Opening balance (1 July 2016/1 
  July 2015)                             27,772         26,572 
 Additions                                  191            128 
 Reversal of impairment (Note 
  25)                                     2,487          1,560 
 Collection of prepayment               (2,955)              - 
 Other decrease                           (326)              - 
 Translation differences                  (619)          (488) 
                                   ------------   ------------ 
 Closing balance                         26,550         27,772 
 
 
   10         DEFERRED TAX ASSETS 
 
                                    31 December      30 June 
                                           2016         2016 
                                        USD'000      USD'000 
 
 Opening balance (1 July 2016/1 
  July 2015)                              3,638        6,572 
 Net change in the period/year 
  (*)                                     (426)      (2,779) 
  Reclassified to non-current 
   assets classified as held for 
   sales (Note 15)                            -        (155) 
                                     ----------   ---------- 
   Closing balance                        3,212        3,638 
 Deferred income tax assets 
  to be recovered after more 
  than 
  12 months                                   -        3,638 
 Deferred income tax assets 
  to be recovered after within 
  12 months                               3,212            - 
                                     ----------   ---------- 
                                          3,212        3,638 
 
 

(*) The net change mainly arose from changes for tax provisions on fair value adjustments of investment properties during the period/year.

   11         INVENTORIES 
 
                                      31 December          30 June 
                                             2016             2016 
                                          USD'000          USD'000 
 Opening balance (1 July 2016/1 
  July 2015)                               54,442           98,911 
 Additions                                  3,110            9,744 
 Transferred to cost of sales             (4,754)         (30,868) 
 Write-down (Note 25)                     (1,805)         (18,951) 
 Sold as part of property 
  disposals (Note 8(b))                   (6,600)          (4,774) 
 Transferred from investment 
  properties (Note 6)                           -            9,240 
 Exchanged for investment 
  property                                      -          (2,969) 
 Reclassified as held for 
  sale (Note 15)                                -          (4,585) 
 Translation differences                  (1,252)          (1,306) 
                                   --------------   -------------- 
                                           43,141           54,442 
 
 

During the period, the Group capitalised borrowing costs amounting to USD0.3 million (year ended 30 June 2016: 0.8 million) into the value of inventories.

Inventories which belong to Vinh Thai Urban Development Corporation Limited with a total carrying value of USD25.4 million as at 31 December 2016 (30 June 2016: USD21.2 million) are pledged as security for bank borrowings of USD5.2 million disclosed in Note 18.

   12         TRADE AND OTHER RECEIVABLES 
 
                                 31 December        30 June 
                                        2016           2016 
                                     USD'000        USD'000 
 
 Trade receivables                       976          1,409 
 Receivables from disposals 
  of subsidiaries (*)                  2,302         14,806 
 Interest receivables                     60             27 
 Prepayments to suppliers                583            726 
 Short-term prepaid expenses               -            434 
 Advances to employees                   452             20 
 Other receivables                       136            159 
                                ------------   ------------ 
                                       4,509         17,581 
 

(*) Receivables from disposals of subsidiaries represent the final settlements upon completion of the transfer of ownership of subsidiaries to the buyers in accordance with the relevant sale and purchase agreements.

All current trade and other receivables are short-term in nature and their carrying values, after allowances for impairment, approximate their fair values at the date of the condensed interim consolidated balance sheet.

   13         RESTRICTED CASH 

The balance represents property buyers' deposits. They are held in the accounts of several subsidiaries of the Group. These funds are not available for use until the terms of the relevant property sales agreements have been fulfilled.

In cases where sales of properties have not yet been finalised pending the completion of certain conditions set out in the relevant sales and purchase agreements, property buyers' deposits which are placed in third party escrow bank accounts are not part of the Group's assets and are therefore not included in either restricted cash or cash and cash equivalents in the consolidated balance sheet.

   14         CASH AND CASH EQUIVALENTS 
 
                      31 December        30 June 
                             2016           2016 
                          USD'000        USD'000 
 
 Cash on hand                  49             44 
 Cash at banks             51,618         70,510 
 Cash equivalents           6,749          6,349 
                     ------------   ------------ 
                           58,416         76,903 
 
 

Cash equivalents include short-term highly liquid investments with original maturities of three months or less.

At 31 December 2016, cash and cash equivalents held at the Company level amounted to USD46.5 million (30 June 2016: USD69 million). The remaining balance of cash and cash equivalents is held by subsidiaries in Vietnam. Cash held in Vietnam is subject to restrictions imposed by co-investors and the Vietnamese government and therefore it cannot be transferred out of Vietnam unless those restrictions are satisfied.

   15         ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE 
 
                                              31 December 2016 
             ---------------------------------------------------------------------------------- 
                                                                         Attributable 
                                                                               to 
              Assets classified    Liabilities     Net assets   Non-controlling          Equity 
                    as held for     classified     classified         interests    shareholders 
                           sale    as held for    as held for                            of the 
                                          sale           sale                            parent 
                        USD'000        USD'000        USD'000           USD'000         USD'000 
 
 Vinh Thai 
  Parcel 3                3,784          (404)          3,380             1,580           1,800 
 
 

The assets and liabilities of Parcel 3 of Vinh Thai Urban Development Corporation Limited have been presented as held for sale following the signing of relevant sale and purchase agreements.

It is the Group's view that all of its assets and liabilities classified as held for sales are in Level 3 of the fair value hierarchy. The major classes of assets and liabilities and their movements during the period/year are as follows:

 
 
                                           1 July                   31 December 
                                             2016     Disposals            2016 
                                          USD'000       USD'000         USD'000 
 Assets classified as held 
  for sale 
 Available for sales financial                  -             -               - 
  assets 
 Investment properties                      3,784             -           3,784 
 Property, plant and equipment 
  (net of accumulated depreciation)           318         (318)               - 
 Intangible assets (net 
  of accumulated amortisation)                  9           (9)               - 
 Deferred income tax assets                   155         (155)               - 
 Other current assets                          41          (41)               - 
 Other non-current assets                     468         (468)               - 
 Inventories                                4,585       (4,585)               - 
 Trade and other receivables                  860         (860)               - 
 Short term investments                       219         (219)               - 
 Cash and cash equivalents                  8,189       (8,189)               - 
                                       ----------    ----------      ---------- 
                                           18,628      (14,844)           3,784 
                                       ----------    ----------      ---------- 
 Liabilities classified 
  as held for sale 
 Long-term trade and other 
  payable                                   2,602       (2,602)               - 
 Accruals and other current 
  liabilities                                 319         (319)               - 
 Trade and other payables                   2,344       (1,940)             404 
                                       ----------    ----------      ---------- 
                                            5,265       (4,861)             404 
                                       ----------    ----------      ---------- 
 Net assets classified 
  as held for sale                         13,363       (9,983)           3,380 
 

For the comparative year:

 
                                                    30 June 2016 
                    ---------------------------------------------------------------------------- 
                                                                          Attributable 
                                                                                to 
                                                                -------------------------------- 
                           Assets   Liabilities            Net   Non-controlling          Equity 
                       classified    classified         assets         interests    shareholders 
                          as held       as held     classified                            of the 
                              for           for        as held                            parent 
                             sale          sale            for 
                                                          sale 
                          USD'000       USD'000        USD'000           USD'000         USD'000 
 
 VinaCapital 
  Danang Resort 
  Limited                  14,844       (4,861)          9,983             3,045           6,938 
 Vinh Thai Parcel 
  3                         3,784         (404)          3,380             1,580           1,800 
                     ------------    ----------   ------------        ----------    ------------ 
                           18,628       (5,265)         13,363             4,625           8,738 
 
 
                                 1 July    Transferred           Fair                         30 June 
                                   2015             in          value        Disposals           2016 
                                                           adjustment 
                                USD'000        USD'000        USD'000          USD'000        USD'000 
 Assets classified 
  as held for sale 
 Available for 
  sales financial 
  assets                            851              -              -            (851)              - 
 Investment properties 
  (Note 6)                       12,080          5,587        (1,803)         (12,080)          3,784 
 Property, plant 
  and equipment 
  (net of accumulated 
  depreciation) 
  (Note 7)                            -            318              -                -            318 
 Intangible assets 
  (net of accumulated 
  amortisation)                       -              9              -                -              9 
 Deferred income 
  tax assets (Note 
  10)                                 -            155              -                -            155 
 Other current 
  assets                              -             41              -                -             41 
 Other non-current 
  assets                              -            468              -                -            468 
 Inventories (Note 
  11)                                 -          4,585              -                -          4,585 
 Trade and other 
  receivables                       172            860              -            (172)            860 
 Short term investments               -            219              -                -            219 
 Cash and cash 
  equivalents                       130          8,189              -            (130)          8,189 
                           ------------   ------------   ------------   --------------   ------------ 
                                 13,233         20,431        (1,803)         (13,233)         18,628 
                           ------------   ------------   ------------   --------------   ------------ 
 Liabilities classified 
  as held for sale 
 Long-term trade 
  and other payable                   -          2,602              -                -          2,602 
 Accruals and 
  other current 
  liabilities                        17            319              -             (17)            319 
 Trade and other 
  payables                          501          2,344              -            (501)          2,344 
                           ------------   ------------   ------------   --------------   ------------ 
                                    518          5,265              -            (518)          5,265 
                           ------------   ------------   ------------   --------------   ------------ 
 Net assets classified 
  as held for sale               12,715         15,166        (1,803)         (12,715)         13,363 
 
   16         SHARE CAPITAL 
 
                                   31 December                            30 June 2016 
                                       2016 
                     --------------------------------------  -------------------------------------- 
                                      Number                                  Number 
                                   of shares        USD'000                of shares        USD'000 
 Authorised: 
  Ordinary shares                500,000,000          5,000              500,000,000          5,000 
  of USD0.01 each       --------------------     ----------     --------------------     ---------- 
 
 Issued and fully 
  paid: 
 Opening balance 
  (1 July 2016/ 
  1 July 2015)                   393,808,479          3,938              430,132,220          4,301 
 Shares purchased 
  and cancelled                 (35,869,000)          (359)             (36,323,741)          (363) 
                        --------------------     ----------     --------------------     ---------- 
   Closing balance               357,939,479          3,579              393,808,479          3,938 
 

The Company considers investors holding more than a 10% beneficial interest in the ordinary shares of the Company as major shareholders. As at 31 December 2016, there were two investors that held more than 10% of the ordinary shares of the Company (30 June 2016: two).

During the period, the Company purchased and cancelled 35,869,000 of its ordinary shares (year ended 30 June 2016: 36,323,741 shares) for a total cash consideration of USD23.7 million (year ended 30 June 2016: USD22.3 million) at an average cost USD0.661 per share (year ended 30 June 2016: USD0.614 per share). The difference between the cost of the shares repurchased and their net asset value has been recorded in an equity reserve.

   17         ADDITIONAL PAID-IN CAPITAL 

Additional paid-in capital represents the excess of consideration received over the par value of shares issued.

 
                                        31 December          30 June 
                                               2016             2016 
                                            USD'000          USD'000 
 
 Opening balance (1 July 
  2016/1 July 2015)                         452,680          521,088 
 Shares repurchased and cancelled          (30,613)         (33,348) 
 Distribution to shareholders                     -         (35,060) 
                                     --------------   -------------- 
   Closing balance                          422,067          452,680 
 
   18         BORROWINGS AND DEBTS 
 
                                   31 December         30 June 
                                          2016            2016 
                                       USD'000         USD'000 
 
 Long-term borrowings: 
 Bank borrowings                        82,135          48,276 
 Loans from non-controlling 
  interests                                475             804 
 Less: 
 Current portion of long-term 
  borrowings                           (1,301)         (1,664) 
                                  ------------    ------------ 
                                        81,309          47,416 
                                  ------------    ------------ 
 Short-term borrowings: 
 Loans from non-controlling 
  interests                                779               - 
 Zero dividend preference 
  shares                                     -          24,040 
 Current portion of long-term 
  borrowings                             1,301           1,664 
                                  ------------    ------------ 
                                         2,080          25,704 
                                  ------------    ------------ 
 Total borrowings and debts             83,389          73,120 
 

Borrowings

Borrowings mature on a range of dates until December 2019 and bear average annual interest rates of 9.8% for amounts in VND (30 June 2016: 10.1% for amounts in VND). USD46.6 million of the Group's borrowings bears fixed interest rates, while the remaining is subject to floating interest rates (30 June 2016: USD38.2 million).

All borrowings are secured by certain investment properties and inventories of the Group (Notes 6 and 11).

During the period, the Group capitalised borrowing costs amounting to USD2.5 million in qualifying assets (year ended 30 June 2016: USD5.7 million) (Notes 6 and 11).

The maturity of the Group's borrowings at the end of the reporting period is as follows:

 
                      31 December        30 June 
                             2016           2016 
                          USD'000        USD'000 
 
 6 months or less             528            539 
 6-12 months                1,552          1,125 
  1-5 years                81,309         47,416 
                     ------------   ------------ 
                           83,389         49,080 
 

The fair value of current borrowings equals their carrying amounts, as the impact of discounting is not significant. The fair value of long-term borrowings is USD81.3 million (30 June 2016: USD47.4 million). These are Level 2 fair values which are estimated using the discounted cash flow method.

The Group's borrowings are denominated in Vietnamese Dong.

During the period, the Group's subsidiaries borrowed USD36.3 million (six months ended 31 December 2015: USD13.8 million) from banks to finance working capital and property development activities.

The Group fully paid off its zero dividend preference shares on 19 December 2016.

   19         DEFERRED TAX LIABILITIES 
 
                                       31 December        30 June 
                                              2016           2016 
                                           USD'000        USD'000 
 
 Opening balance (1 July 2016/1 
  July 2015)                                16,358         28,184 
 Net change during the period/year 
  from fair value adjustments 
  of investment properties and 
  property, plant and equipment              5,437       (11,826) 
                                      ------------   ------------ 
   Closing balance                          21,795         16,358 
 Deferred income tax liabilities 
  to be recovered after more 
  than 12 months                             3,996          7,211 
 Deferred income tax liabilities 
  to be recovered within 12 
  months                                    17,799          9,147 
                                      ------------   ------------ 
                                            21,795         16,358 
 
 

Deferred tax liabilities are the amounts of income tax to be settled in future periods in respect of temporary differences between the carrying amounts of revalued assets and their tax bases.

   20         CURRENT TRADE AND OTHER PAYABLES 
 
                                        31 December        30 June 
                                               2016           2016 
                                            USD'000        USD'000 
 
 Trade payables                               1,343          1,388 
 Payables for property acquisitions 
  and land compensation                      14,600         36,636 
 Proceeds payables to a co-investor 
  on disposal of an investment                    -          1,603 
 Deposits from property buyers               22,239          4,952 
 Deposits from customers of 
  residential projects                       28,988         28,370 
 Interest payable                               526          1,557 
 Other accrued liabilities                        -            501 
 Other payables                               1,192          2,167 
                                       ------------   ------------ 
                                             68,888         77,174 
 

All trade and other payables are short-term in nature. Their carrying values approximate their fair values as at the date of the condensed interim consolidated balance sheet.

   21         REVENUE 
 
                                      Six months ended 
                                 -------------------------- 
                                  31 December   31 December 
                                         2016          2015 
                                      USD'000       USD'000 
 
 Sales of residential projects          4,508        30,384 
 
   22         COST OF SALES 
 
                              Six months ended 
                         -------------------------- 
                          31 December   31 December 
                                 2016          2015 
                              USD'000       USD'000 
 
  Residential projects          5,338        24,848 
 

Cost of sales include raw materials and consumables used, construction costs, land lease payments, depreciation and amortisation, staff costs, outside service costs and other expenses.

23 NET GAIN ON FAIR VALUE ADJUSTMENTS OF INVESTMENT PROPERTIES AND REVALUATIONS OF PROPERTY, PLANT AND EQUIPMENT

 
                                                Six months ended 
                                          ---------------------------- 
                                            31 December    31 December 
                                                   2016           2015 
                                                USD'000        USD'000 
 
   Investment properties 
   By real estate sector: 
      - Commercial                              (1,045)           (20) 
      - Residential and office 
       buildings                                  8,950         15,866 
      - Mixed use                                33,762          4,562 
                                           ------------   ------------ 
                                                 41,667         20,408 
   Property, plant and equipment 
   Hospitality                                        -             77 
 
     Net gain on fair value adjustments    ------------   ------------ 
     of investment properties 
     and revaluations of property, 
     plant and equipment                         41,667         20,485 
 
   24         SELLING AND ADMINISTRATION EXPENSES 
 
                                        Six months ended 
                                   -------------------------- 
                                    31 December   31 December 
                                           2016          2015 
                                        USD'000       USD'000 
 
   Management fees (Note 30)              1,822         2,968 
   Fees paid to the Investment              266             - 
    Manager (Note 30) 
   Professional fees (*)                  1,586         2,307 
   Depreciation and amortisation 
    (**)                                     56           326 
   General and administration 
    expenses (**)                           767         2,190 
   Staff costs (**)                         328           764 
   Outside service costs (**)               363           350 
                                     ----------    ---------- 
                                          5,188         8,905 
 

(*) These expenses primarily relate to the operating activities of the Company such as legal and professional fees, audit fees, valuation fees, fund administrative and custodian fees, directors fees.

(**) These expenses primarily relate to the operating activities of the Group's subsidiaries.

   25         REVERSAL OF IMPAIRMENT/(IMPAIRMENT) OF ASSETS 
 
                                        Six months ended 
                                   -------------------------- 
                                    31 December   31 December 
                                           2016          2015 
                                        USD'000       USD'000 
 
   Reversal of impairment of 
    prepayments for acquisitions 
    of investments (Note 9)               2,487         1,822 
   Impairment of property, plant 
    and equipment (Note 7)                    -       (1,112) 
   Write-down on inventories 
    (Note 11)                           (1,805)      (16,059) 
   Impairment of non-current 
    assets classified as held 
    for sale (Note 15)                        -         (121) 
                                     ----------    ---------- 
                                            682      (15,470) 
 
 
 
   26         FINANCIAL EXPENSES 
 
                                    Six months ended 
                               -------------------------- 
                                31 December   31 December 
                                       2016          2015 
                                    USD'000       USD'000 
 
 Realised foreign exchange 
  losses                                170            29 
 Unrealised foreign exchange 
  losses                                  2           855 
 Interest expense                     4,130         2,519 
                                 ----------    ---------- 
                                      4,302         3,403 
 
 
   27         INCOME TAX 

VinaLand Limited is domiciled in the Cayman Islands. Under the current laws of the Cayman Islands, there are no income, corporation, capital gains or other taxes payable by the Company.

The majority of the Group's subsidiaries are domiciled in the British Virgin Islands ("BVI") and so have a tax exempt status. A number of subsidiaries are established in Vietnam and Singapore and are subject to corporate income tax in those countries. Deferred tax assets/liabilities of these subsidiaries are estimated based on the tax legislation of each jurisdiction and included in the deferred income tax assets/liabilities on the balance sheet.

As is the case with many other developing countries, Vietnam is in the process of implementing comprehensive tax regulations. As a result, the administration of tax regulations by government agencies may be subject to considerable discretion, and in many areas, the legal framework is uncertain and subject to interpretation. The Group has provided for all taxes expected to be payable by it under the current tax regulations in Vietnam. There is, however, an ongoing risk that government agencies might seek to impose additional taxes on the Group based on different interpretations of the regulations or through the restrospective application of new regulations.

On 19 June 2014, the Vietnamese National Assembly approved a new corporate income tax law. Under the new law, the standard corporate income tax was reduced from 25% to 22% effective 1 January 2015. A further reduction in tax rate to 20% became effective on 1 January 2016. No provision has been made for corporate income tax payable by the Vietnamese subsidiaries for the period because these subsidiaries do not have taxable income in Vietnam (period from 01 July 2015 to 31 December 2015: USD9 thousand).

The relationship between the expected tax expense based on the applicable tax rate of 0% and the tax expense actually recognised in the condensed interim consolidated income statement can be reconciled as follows:

 
                                         Six months ended 
                                    -------------------------- 
                                     31 December   31 December 
                                            2016          2015 
                                         USD'000       USD'000 
 
  Current income tax 
  Group's gain before tax                 17,486         9,414 
  Group's gain multiplied                      -             - 
   by applicable tax rate (0%) 
  Effect of higher tax rate 
   in Vietnam                                  -           (9) 
  Capital gains tax                        (799)             - 
                                      ----------    ---------- 
  Total current tax expense                (799)           (9) 
                                      ----------    ---------- 
  Deferred income tax 
  Decrease in deferred tax 
   assets (*)                              (426)       (1,550) 
  (Increase)/decrease in deferred 
   tax liabilitites (*)                  (5,437)         3,989 
                                      ----------    ---------- 
  Deferred income tax                    (5,863)         2,439 
                                      ----------    ---------- 
  Tax (expense)/income                   (6,662)         2,430 
 
 

(*) This amount represents the net deferred income tax income/(expense) which arose from the gains/(losses) on fair value adjustments of investment properties and property, plant and equipment and the reversal of deferred tax assets/liabilities as a result of changes to valuation assumptions during the period.

   28         EARNINGS AND NET ASSET VALUE PER SHARE 
   (a)        Basic 
 
                                                                       Six months ended 
                                                         -------------------------------------------- 
                                                                   31 December            31 December 
                                                                          2016                   2015 
 
   Net income attributable to owners of the Company 
     from continuing and total operations (USD'000)                        338                  5,966 
   Weighted average number of ordinary shares in issue             386,050,076            428,515,232 
   Basic earnings per share from continuing and total 
     operations (USD per share)                                           0.00                   0.01 
                                                          --------------------   -------------------- 
 
   (b)        Diluted 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Group has no category of potential dilutive ordinary shares. Therefore, diluted earnings per share is equal to basic earnings per share.

   (c)        Net asset value per share 
 
                                                            31 December                30 June 
                                                                   2016                   2016 
 
 Net asset value (USD'000)                                      318,242                336,836 
 Number of outstanding ordinary shares in issue             357,939,479            393,808,479 
 Net asset value per share (USD/share)                             0.89                   0.86 
                                                   --------------------   -------------------- 
 
   29         COMMITMENTS 

As at 31 December 2016, the Group was committed under lease agreements to paying the following future amounts:

 
                           31 December      30 June 
                                  2016         2016 
                               USD'000      USD'000 
 
 Within one year                   340           52 
 From two to five years            170          306 
 Over five years                     -        2,284 
                            ----------   ---------- 
                                   510        2,642 
 
 

As at 31 December 2016, the Group was also committed under construction agreements to pay USD18.6 million (30 June 2016: USD12.7 million) for future construction work of the Group's properties held by its subsidiaries

The Company's subsidiaries and associates have a broad range of commitments relating to investment projects under agreements it has entered into and investment licences it has received. Further investment in many of these arrangements is at the Group's discretion. The Investment Manager has estimated that, based on the agreements signed and the development plan for each project, approximately USD26.3 million (30 June 2016: USD32.1 million) will be used to fund these projects over the next three years.

   30         RELATED PARTY TRANSACTIONS AND BALANCES 

Management fees

The Group is managed by VinaCapital Investment Management Limited (the "Investment Manager"), an investment management company incorporated in the Cayman Islands, under a management agreement effective 21 November 2012 (the "Amended Management Agreement").

Under this agreement the management fee from 21 November 2012 was fixed at USD8.25 million for the subsequent 12 months, USD7.5 million for the next 12 months and USD6.5 million for the next 12 months.

Under the Second Amended and Restated Investment Management Agreement effective from 21 November 2015 (the "Second Amended Management Agreement") the management fee from 21 November 2015 until 21 November 2016 was revised to USD390,000 per month.

Total management fees for the period amounted to USD1.8 million (six months ended 31 December 2015: USD3.0 million) which had been fully settled by the date of the condensed interim consolidated balance sheet. Under the Third Amended and Restated Investment Management Agreement effective from 14 December 2016 no further management fees shall be charged by the Investment Manager to the Company.

Realisation fees

In accordance with the Amended Management Agreement and Seconded Amended Management Agreement, the Investment Manager is entitled to a realisation fee of up to USD28,218,000 based upon the level of distributions made to shareholders from contracted divestments of assets which were signed prior to 21 November 2015 and the proceeds of which were received by 21 November 2016.

Of the USD28.2 million realisation fees, USD27.3 million had been paid to the Investment Manager, leaving USD0.9 million outstanding as at 31 December 2016 (30 June 2016: USD7.4 million).

Disposal fees and alignment fees

Under the Third Amended and Restated Investment Management Agreement effective from 14 December 2016 the Investment Manager will receive a disposal fee and an alignment fee. The disposal fee is calculated at the rate of 3.00% of distributable funds realised in the year starting 22 November 2016, 2.75% in the second year and 2.25% in the third year. The alignment fee is calculated on distributions to shareholders over USD265.0 million during the 3-year period starting 22 November 2016. The Investment Manager will receive 10% of distributions over USD265.0 million and up to USD279.0 million, 15% of distributions over USD279.0 million, and up to USD313.0 million, and 20% of distributions over USD313.0 million. A non-refundable monthly advance of USD200,000 in the year starting 22 November 2016, USD150,000 in the second year, and USD100,000 in the third year, will be paid to the Investment Manager. These advances will be offset against disposal fees and alignment fees. During the period advances of USD0.3 million (30 June 2016: nil) were paid to the Investment Manager.

Details of payables to related parties at the date of the condensed interim consolidated balance sheet are as below:

 
                                                   31 December          30 June 
                                                          2016             2016 
                   Relationship    Balances            USD'000          USD'000 
 
  VinaCapital 
   Investment 
   Management      Investment      Realisation 
   Ltd.             Manager         fees                   902          7,428 
   Disposal 
    fees                                                     -            139 
   Development 
    fees and 
    advances 
    for real 
    estate 
    projects                                                50            391 
 
  Under 
   common         Payments 
   management      on behalf                                32             31 
  VinaCapital 
   Vietnam                          Disposals 
   Opportunity                       of real 
   Fund Limited                      estate 
   ("VOF")                           projects                -          2,239 
                                                  ------------   ------------ 
                                                           984         10,228 
 
 

As at 31 December 2016 and 30 June 2016, receivables from related parties mainly comprise of amounts due from VOF as advance to jointly invested real estate projects.

The interests of the related parties in the shares, underlying shares and debentures of the Company are as follows:

 
                                                               As at 
                                             ---------------------------------------- 
                                                     31 December              30 June 
                                                            2016                 2016 
                                                         Number of shares 
 
 Vietnam Master Holding 2 Limited (*)                 28,666,326           36,216,326 
 Asia Investment and Finance Limited (**)             19,860,250            2,372,500 
 VinaCapital Group Limited                               993,333              993,333 
 VinaCapital Investment Management Limited                79,250               79,250 
                                              ------------------   ------------------ 
 
   (*)    Vietnam Master Holding 2 Limited is a wholly-owned subsidiary of VOF. 

(**) In accordance with the Second Amended Management Agreement, the Investment Manager is required to use 50% of the realisation fee arising from the contracted divestment proceeds collected by 21 May 2016 to make market purchases of the Company's ordinary shares within three months of the receipt of the realisation fee. As of 31 December 2016, a subsidiary of the Investment Manager, Asia Investment and Finance Limited, had bought a total of 19,860,250 ordinary shares of the Company (30 June 2016: 2,372,500 ordinary shares).

   31         FINANCIAL RISK MANAGEMENT 
   (a)        Financial risk factors 

The Group holds a diversified property portfolio in Vietnam. As a result the Group is exposed to a variety of financial risks: market risk (including price risk, currency risk and interest rate risk); credit risk; and liquidity risk. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group's risk management is coordinated by its Investment Manager who manages the distribution of the assets to achieve the investment objectives.

The condensed interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Group's annual consolidated financial statements as at 30 June 2016. There have been no major changes in the risk management department of the Investment Manager and risk management policies since the most recent year end.

   (b)        Fair value estimation 

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

   --      Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); 

-- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2); and

-- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

The following table presents the Group's assets and liabilities that are measured at fair value at 31 December 2016:

 
                                         Level       Level     Level         Total 
                                             1           2         3 
 As at 31 December                     USD'000     USD'000   USD'000       USD'000 
  2016 
 
 Financial assets 
  held at fair value 
  through profit 
  or loss 
 
   *    Ordinary shares - unlisted           -         269         -           269 
 
 
                                         Level       Level     Level       Total 
                                             1           2         3 
 As at 30 June                         USD'000     USD'000   USD'000     USD'000 
  2016 
 
 Financial assets 
  held at fair value 
  through profit 
  or loss 
 
   *    Ordinary shares - unlisted           -         269         -           269 
 
   *    Derivatives                          -         115         -           115 
 Financial liabilities 
   *    Derivatives                          -     (6,945)         -       (6,945) 
 
 

There were no significant transfers between levels during the period (year ended 30 June 2016: none).

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR UKOWRBRAOURR

(END) Dow Jones Newswires

March 29, 2017 04:44 ET (08:44 GMT)

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