VINACONTROL GROUP CORPORATION Audited Financial Statements for the year ended 31 December, 2011 Vinacontrol Group Corporation Address: 54 Tran Nhan Tong – Hai Ba Trung – Ha Noi CONTENTS Pages REPORT OF THE BOARD OF DIRECTOR 3–5 AUDITORS’ REPORT 6 AUDITED FINANCIAL STATEMENTS Balance sheet 7-9 Income Statement 10 Cash Flow Statement 11 Notes to the Financial Statements 12-24 2 Vinacontrol Group Corporation Address: 54 Tran Nhan Tong – Hai Ba Trung – Ha Noi REPORT OF THE BOARD OF DIRECTOR The Board of Director of Vinacontrol Group Corporation (hereinafter called as the “company”) presents its reports and the Company’s financial statements for the year ended at 31 December 2011. COMPANY Vinacontrol Group Corporation previously was The Vietnam Superintendence and Inspection Joint Stock, which was transferred from State Company to the Joint Stock Company under the Decision No 1758/2004/QD-BTM dated 29 November 2004 by Minister of Ministry of Trading. According to the 6th amended Business Registration dated 21 December 2011, the Company’s major activities include: • To inspect specification, quality, condition, quantity - weight, packing and marking of all kinds of the goods & commodities (including machinery and equipment, production lines , gemstones, precious and rare metal); • To undertake overall supervision of the goods during production, delivery, preservation, transportation, loading/ discharging; Supervision of installation and assembly of equipment and production line; Assessment, consultant and supervision of construction project; • Survey on means of transportation, container; Marine survey; Gas-free inspection of the ship before repairing or scrap; • Sampling; Test & analysis at laboratory; Product Certification; • To provide damage survey; Acting as agent for insurance companies in damage survey, adjuster & settling claim; • To provide other services : Fumigation, Non-destructive test (NDT); Welding test; Test & calibration of tools and measuring equipments; Calibration of tank, lighter; Tallying; Sealing; Auditing quality management system on request of clients; • To provide inspection services on request and supply certificates for State management purpose of various fields such as: Origin of the goods; Quality management; Safety & hygiene of the goods; Balance of investment project; Environment protection (Inspection on industrial hygiene; Test and treatment of water and waste water); Custom clearance service; • Check the appropriate certificate bearing capacity of the facility, inspection andcertification of conformity of quality construction, machinery, equipment, supplies,construction materials (Base on legal regulations); • Technology Transfer Services; Check destroyed, not destroyed; • Calibration and verification of measuring equipment; • Measure and tabulate the volume of water means; • Calibration and testing of measuring equipment; • Technical inspection service workplace safety; • Construction supervision of civil engineering and industry, supervised areas of expertise: installation of equipment and automation technology; • Supervision of equipment installation work; Supervision of technological equipment; • Supervise installation of electrical equipment - electrical construction grade 4; • Supervise equipment installation, engineering technology building; • Consulting and installation of equipment; • Consultancy for bidding documents and analyzing and evaluating bids: consulting, installation, supply and installation of equipment; 3 Vinacontrol Group Corporation Address: 54 Tran Nhan Tong – Hai Ba Trung – Ha Noi • Verify the estimation and finalization dossier of civil, industrial, transportation and irrigation engineering works; consulting project construction (works only when enterprises are eligible under the provisions of law); • Import and export commodities entrusted; Service for customs clearance; • Consult the procedures of equitization, consolidation, acquisition, merger (not including legal advice); • Training valuation knowledge and technics and other relating technics ( only operate after getting approval from the competent bodies); • Trading of real estate; • To provide hotel & office for rent (excluding karaoke bar and dance room services); • Inspection Services and other services under the mandated evaluation of all organizations in domestic and international; (For business conditions, business enterprises only if they meet the conditions prescribed by law) Under Certificate of Business Register dated 21 Dec 2011 by Hanoi Planning and Investment Department, charter capital of the company was 78,750,000,000 VND (in word, Seventy eight billion seven hundred fifty million Vietnam Dong). RESULT OF OPERATION Profit after tax for the fiscal year ended at 31 December 2011 was: 22,400,122,202 VND Profit after tax undistributed at 31 December 2011: 16,856,909,770 VND EVENTS AFTER FINANCIAL REPORTING DATE Under the acknowledge of Board of Director, there was no significant events after the date of preparation financial statements which require any adjustment and/or disclosure in Financial Statement ended at 31 December 2011. BOARD OF MANAGEMENT, BOARD OF DIRECTOR AND BOARD OF INSPECTION Members of Board of Management, Board of Director and Board of Inspection of the Company in 2011 and as at date of financial statement include of: Board of Management: Mr : Bui Duy Chinh Mr : Mai Tien Dung Mr : Tran Minh Duc Mr : Tran Dang Thanh Mr : Le Quang Vieng Board of Director Chairman Member Member Member Member Mr : Mai Tien Dung Mr : Tran Dang Thanh Mr : Phan Van Hung Board of Inspection General Director Deputy General Director Deputy General Director Ms Mr Mr Chief of Board of Inspection Member Member : Ha Thi Hong Thuy : Nguyen Quang Minh : Dang Xuan Binh AUDITORS 4 Vinacontrol Group Corporation Address: 54 Tran Nhan Tong – Hai Ba Trung – Ha Noi The auditors of Vietnam Auditing and Accounting Consultancy Company (AVA) take the audit of financial statements for the Company – Units eligible for audit organization issuing organizations and listing organizations trading securities in accordance with the Ministry of Finance and State Securities Commission. STATEMENT OF THE BOARD OF DIRECTOR’S RESPONSIBILITY IN RESPECT OF THE FINANCIAL STATEMENTS Management is responsible for the financial statements of each financial year which give a true and fair view of the state of affairs of the Company and of its operation results for the year. In preparing those financial statements, management is required to: - Select suitable accounting policies and then apply them consistently; Make judgments and estimates that are reasonable and prudent; Prepare the financial statements on the basis of compliance with accounting standards and system and other related regulations; Prepare the financial statements on going concern basis unless it is inappropriate to presume that the Company will continue in business. Management is responsible for ensuring that proper accounting records are kept which disclosed, with reasonable accuracy at any time, the financial position of Company and to ensure that the accounting records comply with the registered accounting system. It is responsible for safeguarding the assets of the Company and hence for taking reasonable steps for prevention and detection of fraud and other irregularities. We, the Board of Directors, confirm that the financial statements for the fiscal year ended at 31 December, 2011 prepared by us, give a true and fair view of the financial position at 31 December, 2011, its operation results and Cash flow statement in the year 2011 of Company is in accordance with the Vietnamese Accounting System and comply with relevant statutory requirements. Ha Noi, 19th January, 2012 On behalf of the Board of Director General Director Mai Tien Dung APPROVEMENT OF BOARD OF MANAGEMENT We, Board of Management of Vinacontrol Group Corporation approve Financial Statements of the Company for the fiscal year ended at 31 December 2011. Ha Noi, 19th January, 2012 On behalf of Board of Management Bui Duy Chinh Chairman 5 No: /BCKT/TC/NV7 AUDITORS’ REPORT On the financial statements of Vinacontrol Group Corporation For the year ended at 31 December 2011 To: Board of Management Board of Director of Vinacontrol Group Corporation We have audited the financial statements of Vinacontrol Group Corporation prepared on 19th January 2012 including: Balance Sheet as at 31 December 2011, Income Statement, Cash Flow Statement and Notes to Financial Statements for the year ended at 31 December 2011 as set out on pages 7 to 24. These financial statements are the responsibility of the Company’s Board of Director. Our responsibility is to express an opinion on these financial statements based on our audit. Basis of opinion We conducted our audit in accordance with Vietnamese Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the compliance with current accounting standards and system and the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. Auditor’s opinion In our opinion, the financial statements of Vinacontrol Group Corporation give a true and fair view, in all material respects of the financial position of The Company as at 31 December 2011 and the results of its operations and its cash flows for the year then ended in accordance with Vietnamese Accounting Standards, the Vietnamese Accounting System and accounting principles generally accepted in Vietnam. NGO QUANG TIEN Deputy Director Registered Auditor No: 0448/KTV TRAN TRI DUNG Auditor Registered Auditor No: 0895/KTV VIETNAM AUDITING AND ACCOUNTING CONSULTANCY COMPANY Hanoi, 07th March, 2012 6 VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 BALANCE SHEET As at 31 December 2011 Unit: VND Code Note ASSETS 100 A. CURRENT ASSETS 110 I. Cash and cash equivalents 111 1. Cash 112 2. Cash equivalents 3 4 120 II. Short-term investments 121 1. Short-term investments 129 2. Provision for diminution in the value (*) 130 131 132 133 135 139 III. Accounts receivable-short-term 1. Accounts receivable- trade 2. Prepayments of suppliers 3. Inter-company receivable 5. Other receivables 6. Provision for doubtful debts (*) 5 140 IV. Inventories 141 1. Inventories 149 2. Provision for inventories obsolescence (*) 150 151 152 154 157 158 6 V. Other current assets 1. Short- term prepayments 2. VAT deductibles 3. Taxes and other receivables from State 4. Government bonds resale 5. Other current assets 200 B. LONG-TERM ASSETS 210 I. Accounts receivable-long-term 218 220 221 222 223 224 227 228 229 230 240 241 242 250 251 252 258 260 261 262 268 4. thuassets dài hạn khác II.Phải Fixed 1. Tangible fixed assets - Cost - Accumulated depreciation 2. Finance lease fixed assets 3. Intangible fixed assets - Cost - Accumulated depreciation 4. Construction in progress III. Investment property - Cost - Accumulated depreciation IV. Long- term investments 1. Investment in subsidiaries 2. Investments in associates, joint- ventures 3. Other long- term investments V. Other long- term assets 1. Long- term prepayments 2. Deferred tax assets 3. Other long- term assets 7 8 9 10 11 12 270 TOTAL ASSETS 7 31/12/2011 01/01/2011 105.095.996.272 109.990.383.701 37.239.676.440 35.539.676.440 1.700.000.000 66.548.141.271 30.880.771.802 35.667.369.469 4.609.944.867 8.776.682.253 (4.166.737.386) 5.981.938.696 9.200.712.583 (3.218.773.887) 43.023.131.280 37.757.305.113 4.164.147.968 1.305.243.693 (203.565.494) 34.597.132.445 33.763.401.746 606.028.011 605.981.600 (378.278.912) 2.891.182.974 2.891.182.974 - 211.877.516 211.877.516 - 17.332.060.711 26.640.767 410.307.782 16.895.112.162 2.651.293.773 53.054.267 366.536.645 2.231.702.861 98.636.822.897 89.069.496.918- 77.046.128.487 68.521.364.915 70.708.553.379 105.187.388.778 (34.478.835.399) 17.057.288.731 18.051.249.643 (993.960.912) 1.303.654.808 6.698.130.000 1.739.730.000 2.300.000.000 2.658.400.000 2.869.195.979 2.814.771.479 54.424.500 30.655.714.866 61.243.921.453 (30.588.206.587) 3.741.009.223 4.465.384.606 (724.375.383) 34.124.640.826 6.398.130.000 1.739.730.000 2.000.000.000 2.658.400.000 2.126.633.572 2.051.633.572 75.000.000 203.732.819.169 187.036.512.188 VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 BALANCE SHEET As at 31 December 2011 Note RESOURCES Code 300 A. LIABILITIES 310 311 312 313 314 315 316 317 318 319 320 323 327 330 331 332 333 334 335 336 337 338 339 I. Current liabilities 1. Short-term borrowings and liabilities 2. Accounts payable-trade 3. Advances from customers 4. Taxes payable to State Treasury 5. Payables to employees 6. Accrued expenses 7. Inter-company payables 8. Excess of progress billings 9. Other payables 10. Provision for short-term payables 11. Rewards and social welfare funds 12. Government bonds resale II. Long- term borrowings and liabilities 1. Accounts payables-trade 2. Long- term inter-company payables 3. Other long-term liabilities 4. Long-term borrowings and liabilities 5. Deferred tax liabilities 6. Provision for benefit of unemployment 7. Provision for Long-term payables 8. Unrealised revenues 9. Science technology development fund 13 14 15 400 B. EQUITY I. Equity 1. Contributed capital 2. Capital surplus 3. Other capital 4. Treasury stocks 5. Differences upon asset revaluation 6. Foreign exchange differences 7. Investments and development funds 8. Financial reserves 9. Other equity funds 10. Retained profits/(accumulated losses) 11.Contrustion investment capital 12. Fund for support and arrangement of 422 enterprises 16 410 411 412 413 414 415 416 417 418 419 420 421 430 II. Other sources and funds 432 1. Subsidized not-for-profit funds 433 2. Funds invested in fixed assets 440 TOTAL RESOURCES 8 31/12/2011 01/01/2011 50.136.076.627 25.727.854.986 49.159.739.224 1.386.853.747 1.689.402.302 2.810.408.486 26.900.939.425 599.938.342 15.474.446.027 297.750.895 976.337.403 760.604.848 195.332.555 20.400.000 - 24.956.359.928 893.642.640 2.865.626.499 2.544.917.911 15.365.301.012 33.000.000 3.428.731.366 (174.859.500) 771.495.058 523.438.905 146.756.153 101.300.000 - 153.596.742.542 161.308.657.202 153.596.742.542 78.750.000.000 26.293.591.687 (667.068.512) 27.510.778.247 4.852.531.350 16.856.909.770 - 161.308.657.202 78.750.000.000 26.250.000.000 (852.856.825) 349.518.089 19.548.265.229 3.351.763.623 33.911.967.086 - - - 203.732.819.169 187.036.512.188 VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 OFF BALANCE SHEET ITEMS As at 31 December 2011 Code Note Items 1. Operating leased assets 2. Materials & goods on custody or for processing 3. Goods under trust or on consignment 4. Bad debts written off 5. Foreign currencies - USD - EUR 6. Not-for-profit and project expense estimates Prepared by Chief Accountant Nguyen Thi Minh Thu Luu Ngoc Hien 9 31/12/2011 3.405.176.003 100.098,59 5.784,00 - 01/01/2011 1.781.650.341 191.934,99 15.787,00 Ha noi, 19th January 2012 General Director Mai Tien Dung VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 INCOME STATEMENT Year 2011 Unit: VND Items Note 1. Revenue from sale of goods and rendering of services 02 2. Deductible items 17 3. Net revenue from sale of goods and rendering of services 11 4. Cost of goods sold Code 01 10 This year Last year 233.322.348.772 213.923.013.912 18 4.000.000 - 19 233.318.348.772 213.923.013.912 20 183.085.386.009 152.015.213.905 50.232.962.763 61.907.800.007 5.101.199.672 2.818.438.311 9.666.226.974 17.559.399.609 4.763.669.760 3.110.143.471 7.280.774.960 16.598.584.746 25.290.097.541 39.681.966.590 20 5. Gross profit from sale of goods and rendering of services 21 22 23 24 25 6. Revenue from financial activities 7. Financial expenses - In which: Interest payable 8. Selling expenses 9. Administrative expenses 30 10. Net profit from operating activities 31 32 11. Other income 12. Other expense 316.347.295 164.170.007 120.883.700 83.004.645 40 13. Other profit 152.177.288 37.879.055 50 14. Total profit before tax 25.442.274.829 39.719.845.645 51 52 15. Current business income tax expenses 16. Deferred business income tax expenses 3.042.152.627 - 5.808.858.015 - 60 17. Profit after tax 22.400.122.202 33.910.987.630 70 18. Basic earnings per share 21 22 23 2.859 Prepared by Chief Accountant Nguyen Thi Minh Thu Luu Ngoc Hien 10 4.333 Ha noi, 19th January 2012 General Director Mai Tien Dung VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 CASH FLOW STATEMENT Direct method Năm 2011 Unit: VND Code 01 02 03 04 05 06 07 20 21 Items I. Cash flows from operating activities 1. Cash received from sales of goods and services and other revenue 2. Cash paid to suppliers 3. Cash paid to employees 4. Interest paid 5. Interprise income tax paid 6. Other reciepts from operating activities 7. Other expenses on operating activities Net cash flows fromoperating activities II. Cash flows from investing activities 1. Cash paid for purchase or construction of fixed assets or other longterm assets 22 2. Proceeds from disposal of fixed assets or other long-term assets 23 3. Loans to and purchase of debt intrustments of other entities 24 25 26 27 20 4. Repayment from borrowers and proceeds from sale or lending of others' loans 5. Investments in other entities 6. Withdrawals of investments in other entities 7. Interest, dividends and profit received Net cash flows from investing activities This year Last year 252.174.477.482 (74.284.275.210) (96.072.114.010) 209.720.124.321 (51.462.387.490) (61.599.081.817) (3.479.045.091) 40.749.051.419 (106.684.935.544) 12.403.159.046 (5.495.342.441) 84.019.870.477 (97.558.086.596) 77.625.096.454 (24.726.711.599) (19.201.181.536) 124.314.276 31.698.460.000 (7.290.229.600) (185.109.447.632) 6.627.364.800 137.399.635.887 (300.000.000) 3.561.653.287 (22.003.608.836) 3.254.114.676 (31.958.418.605) 32 III. Cash flows from financing activities 1. Receipts from stocks issuing and capital contribution from equity owners 2. Fund returned to equity owners, issued stock redemption 33 34 35 36 40 3. Receipts from short term and long term loans 4. Payments of loan principals 5. Finance lease repayments 6. Dividends and profits paid to equity owners Net cash flows from financing activities (20.376.980.000) (20.333.388.313) (7.087.500.000) (7.087.500.000) 50 Net cash flows in the period (29.933.838.103) 38.579.177.849 60 61 70 Cash and cash equivalents - opening balance Impact of foreign exchange differences Cash and cash equivalents - closing balance 66.548.141.271 625.373.272 37.239.676.440 28.045.154.355 (76.190.933) 66.548.141.271 31 Prepared by Chief Accountant Nguyen Thi Minh Thu Luu Ngoc Hien 11 43.591.687 - Ha noi, 19th January 2012 General Director Mai Tien Dung Vinacontrol Group Corporation Address: 54 Tran Nhan Tong – Hai Ba Trung – Ha Noi Financial Statements For fiscal year ended 31/12/2011 NOTES TO THE FINANCIAL STATEMENTS For the year ended at 31 December 2011 (This notes form intergral part of and should be read in conjunction with the accompanying financial) (Các ghi chú này là một bộ phận hợp thành và cần phải được đọc cùng Báo cáo Tài chín I. BACKGROUND Structure of ownership Vinacontrol Group Corporation previously was The Vietnam Superintendence and Inspection Joint Stock, which was transferred from State Company to the Joint Stock Company under the Decision No 1758/2004/QD-BTM dated 29 November 2004 by Minister of Ministry of Trading. Under Certificate of Business Register dated 21 Dec 2011 by Hanoi Planning and Investment Department, charter capital of the company was 78,750,000,000 VND (in word, Seventy eight billion seven hundred fifty million Dong). Head office: No 54 Tran Nhan Tong Street, Hai Ba Trung District, Ha Noi Main activities • To inspect specification, quality, condition, quantity - weight, packing and marking of all kinds of the goods & commodities (including machinery and equipment, production lines , gemstones, precious and rare metal); • To undertake overall supervision of the goods during production, delivery, preservation, transportation, loading/ discharging; Supervision of installation and assembly of equipment and production line; Assessment, consultant and supervision of construction project; • Survey on means of transportation, container; Marine survey; Gas-free inspection of the ship before repairing or scrap; • Sampling; Test & analysis at laboratory; Product Certification; • To provide damage survey; Acting as agent for insurance companies in damage survey, adjuster & settling claim; • To provide other services : Fumigation, Non-destructive test (NDT); Welding test; Test & calibration of tools and measuring equipments; Calibration of tank, lighter; Tallying; Sealing; Auditing quality management system on request of clients; • To provide inspection services on request and supply certificates for State management purpose of various fields such as: Origin of the goods; Quality management; Safety & hygiene of the goods; Balance of investment project; Environment protection (Inspection on industrial hygiene; Test and treatment of water and waste water); Custom clearance service; • Check the appropriate certificate bearing capacity of the facility, inspection andcertification of conformity of quality construction, machinery, equipment, supplies,construction materials (Base on legal regulations); • Technology Transfer Services; Check destroyed, not destroyed; • Calibration and verification of measuring equipment; • Measure and tabulate the volume of water means; • Calibration and testing of measuring equipment; • Technical inspection service workplace safety; • Construction supervision of civil engineering and industry, supervised areas of expertise: installation of equipment and automation technology; • Supervision of equipment installation work; Supervision of technological equipment; 12 Vinacontrol Group Corporation Address: 54 Tran Nhan Tong – Hai Ba Trung – Ha Noi Financial Statements For fiscal year ended 31/12/2011 • Supervise installation of electrical equipment - electrical construction grade 4; • Supervise equipment installation, engineering technology building; • Consulting and installation of equipment; • Consultancy for bidding documents and analyzing and evaluating bids: consulting, installation, supply and installation of equipment; • Verify the estimation and finalization dossier of civil, industrial, transportation and irrigation engineering works; consulting project construction (works only when enterprises are eligible under the provisions of law); • Import and export commodities entrusted; Service for customs clearance; • Consult the procedures of equitization, consolidation, acquisition, merger (not including legal advice); • Training valuation knowledge and technics and other relating technics ( only operate after getting approval from the competent bodies); • Trading of real estate; • To provide hotel & office for rent (excluding karaoke bar and dance room services); • Inspection Services and other services under the mandated evaluation of all organizations in domestic and international; (For business conditions, business enterprises only if they meet the conditions prescribed by law) II. ACCOUNTING SYSTEM AND ACCOUNTING POLICY Accounting period and accounting monetary unit Annual accounting period commences from 1st January and ends on 31st December. The Company maintains its accounting records in VND Accounting standards and accounting system Accounting System The company applies Enterprise Accounting System issued under Decision No.15/2006/QĐ-BTC dated 20 March, 2006 by Ministry of Finance and 244/2009/TT-BTC Circular of The Ministry of Finance on 31 December, 2009. Announcement on compliance with Vietnamese standards and accounting system The company applies Vietnamese Accounting Standards and supplement documents issued by the State. Financial statements are prepared in accordance with regulations of each standard and supplement documents as well as with current accounting system. Form of accounting record The company is applying accounting record by computer. Recognition of cash and cash equivalents Transactions in currencies other than VND are recorded at the rate of exchange ruling at the dates of transactions. Monetary assets denominated in foreign currencies are revalued at the inter-bank exchange rate issued by the State Bank of Vietnam at the balance sheet date. The amount by which exchange rates are accounted for in accordance with Circular No. 201/2009/TTBTC dated 15 October, 2009 issued by Ministry of Finance. 13 Vinacontrol Group Corporation Address: 54 Tran Nhan Tong – Hai Ba Trung – Ha Noi Financial Statements For fiscal year ended 31/12/2011 Cash equivalents are short term, highly liquid investment with an original maturity of three months or less since the date of financial statements which are readily convertible into known amounts of cash without notice. Recognition of inventory Inventories are stated at original cost. Where the net realizable value is lower than cost, inventories should be measured at the net realizable value. The cost of inventories should comprise all costs of purchase, costs of conversion and other costs directly incurred in bringing the inventories to their present location and condition. The cost of inventory at the year-end is calculated by Specific indentification method. Inventory is recorded by perpetual method. Provisions for inventories obsolescence made at the end of the year are the excess of original cost of inventory over their net realisable value Recognition and depreciation of fixed assets Fixed assets (tangible and intangible) are stated at the historical cost. During the using time, fixed assets (tangible and intangible) are recorded at cost, accumulated depreciation (amortization) and net book value. Depreciation of fixed assets of the Company shall comply with straight-line method ofdepreciation as prescribed in Circular No. 203/2009/QD - BTC dated 20October,2009 of the Ministry of Finance issued regulations on management, use and depreciation of fixed assets Depreciation is provided on a straight-line basis. Annual rates calculated to write off the cost of each asset evenly over its expected useful life as follows: - Buildings - Marchinery and equipments - Transportation equipment - Office equipment and furniture - Land use right 10 - 50 year 07 - 12 year 06 - 08 year 03 - 08 year 03 - 30 year Recognition and capitalization of borrowing costs Borrowing costs are recognized into operating costs during the period, except for which directly attributed to the acquisition, construction or production of a qualifying asset included (capitalised) in the cost of that asset, when gather sufficient conditions as regulated in VAS No. 16 “Borrowing costs”. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset should be included (capitalized) in the cost of that asset, includes interest on borrowings, amortization of discounts or premiums relating to issuing bonds and ancillary costs incurred in connection with the arrangement of borrowings. Recognition and allocation of prepaid expenses Prepaid expenses only related to present fiscal year are recognised as short-term prepaid expenses and are allocated into operating costs The following types of expenses incurred during the year are recorded as long-term prepaid expenses, and are amortised to the income statement in several years: - Tools and consumables with large value issued into production; - Comercial advantage 14 Vinacontrol Group Corporation Address: 54 Tran Nhan Tong – Hai Ba Trung – Ha Noi Financial Statements For fiscal year ended 31/12/2011 The calculation and allocation of long-term prepaid expenses to profit and loss account in the period should be based on nature of those expenses to choose reasonable method and allocated factors. Prepaid expenses are allocated partly into operating expenses on a straight-line basis. Recognition of accrued expenses Expenses not yet occurred may be charged in advance into production and operating costs in order to ensure when these expenses arise, they do not make material influence on production and operating costs on the basis of suitability between revenue and cost. When these expenses arise, if there is any difference with the amount charged, accountants make additional record or make a decrease to cost equivalent to the difference. Recognition of owner’s equity Owner’s equity is stated at actually contributed capital of owners. Other capital of owner is the fair value of assets offerred to the company by other entities or individuals less payable taxes (if any) imposed on these assets; and the amount added from income statement. Retained earnings is the profit of business operations after deduction (-) regulated items due to applying a change in accounting retrospectively or to make a retrospective restatement to correct materiality in previous year. Treasury stocks is stocks issued and reacquired by the issuing compnay on the securities market. Treasury stocks is stated at actual value and represented in Balance sheet as a deduction in owner’s equity. Dividends to be paid to shareholders are recognised as a payable in Balance sheet after declaration from the Board of management. Undistributed earnings is the profit of business operations after deduction (-) regulated items due to applying a change in accounting retrospectively or to make a retrospective restatement to correct materiality in previous year. Recognition of revenue Revenue from sale of goods Revenue from sale of goods should be recognised when all the following conditions have been satisfied: - The significant risks and rewards of ownership of the goods have been transferred to the buyer; - The Company retains neither continuing managerial involvement as a neither owner nor effective control over the goods sold; - The amount of revenue can be measured reliably; - The economic benefits associated with the transaction of goods sold have flown or will flow to the Company; - The costs incurred or to be incurred in respect of the transaction of goods sold can be measured reliably Revenue from rendering of services Revenue from rendering of services is recognised when the outcome of that transaction can be measured reliably. Where a transaction involving the rendering of services is attributable to several periods, each period’s revenue should be recognised by reference to the stage of completion at the balance sheet date. The outcome of a transaction could be estimated reliably when all the following conditions are satisfied: - The amount of revenue can be measured reliably; - It is probable that the economic benefits associated with the transaction will flow to the Company; - The stage of completion of the transaction at the balance sheet date can be measured reliably; 15 Vinacontrol Group Corporation Address: 54 Tran Nhan Tong – Hai Ba Trung – Ha Noi Financial Statements For fiscal year ended 31/12/2011 - The costs incurred for the transaction and the costs to complete the transaction can be measured reliably. The stage of completion of a transaction may be determined by surveys of work completed method Financial income Income from interest, royalties and dividends and other financial income earned by the Company should be recognised when these two conditions are satisfied: - It is probable that the economic benefits associated with the transaction will flow to the Company; - The amount of the income can be measured reliably. Dividends should be recognised when the Company’s right to receive payment is established Recognition of financial expenses Items recorded into financial expenses consists of: - Expenses or losses relating to financial investment activities; - Expenses of capital lending and borrowing; - Loss due to foreign exchange differences arising from transactions relating to foreign currencies; - Provision for devaluation of securities investment. The above items are recorded by the total amount arising within the period without compensation to financial revenue. Recognition of current tax expense, deferred tax expense Current tax expense is calculated basing on taxable profit and income tax rate applied in the current year. Deferred tax expense is calculated basing on temporary differences and income tax rate. 16 FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City 3 . CASH AND CASH EQUIVALENTS Cash in hand Cash at banks Cash equivalents Total 4 31/12/2011 VND 7.848.097.453 928.584.800 (4.166.737.386) 4.609.944.867 01/01/2011 VND 8.934.992.583 265.720.000 (3.218.773.887) 5.981.938.696 31/12/2011 VND 88.550.000 46.320.000 269.678.895 900.694.798 01/01/2011 VND 105.050.000 355.083.331 145.848.269 . OTHER SHORT- TERM RECEIVABLES Equitization receivables Receive from employee Other receivables Other payables Total 6 01/01/2011 VND 5.591.325.693 25.289.446.109 35.667.369.469 66.548.141.271 . SHORT- TERM FINANCIAL INVESTMENTS Short-term securites investments Others (Time deposit) Provision for devaluation of short-term investments Total 5 31/12/2011 VND 9.279.543.988 26.260.132.452 1.700.000.000 37.239.676.440 1.305.243.693 605.981.600 31/12/2011 VND 2.888.197.974 2.985.000 2.891.182.974 01/01/2011 VND 210.892.516 985.000 211.877.516 . INVENTORY Materials Tools Work in progress Finished products Provision for devaluation of inventory Total cost of inventory 17 FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City 7 . INCREASE/ DECREASE IN TANGIBLE FIXED ASSETS Unit: VND Cost At 01/01/2011 Increase from - Purchase - Construction Decrease due to - Disposing, liquidating - Others decreasing At 31/12/2011 Machinery architectures equipments means tools 23.804.016.951 31.207.874.021 13.309.615.560 1.532.197.880 1.532.197.880 210.982.640 210.982.640 19.309.281.314 8.675.173.780 7.939.808.443 735.365.337 269.928.609 269.928.609 606.257.288 606.257.288 4.821.007.628 4.747.689.299 922.856.352 3.824.832.947 1.132.299.118 1.132.299.118 54.800.908.332 27.714.526.485 14.235.556.152 8.436.397.809 10.865.713.334 2.133.592.640 2.133.592.640 9.426.902.167 1.369.290.800 1.369.290.800 3.415.274.528 841.220.761 841.220.761 269.928.609 269.928.609 481.909.620 481.909.620 1.093.276.779 1.093.276.779 12.729.377.365 10.314.283.347 3.163.218.510 30.588.206.587 5.946.726.460 5.946.726.460 2.056.097.648 2.056.097.648 34.478.835.399 8.443.567.980 14.985.149.120 3.882.713.393 3.921.272.805 1.405.733.100 5.273.179.299 30.655.714.866 70.708.553.379 31.207.874.021 Accumulated depreciation At 01/01/2011 6.880.316.558 Depreciation charges 1.602.622.259 - Depreciation charges 1.602.622.259 - Others Decrease due to 210.982.640 - Disposing, liquidating 210.982.640 - Others decreasing 8.271.956.177 At 31/12/2011 Net book value At 01/01/2011 At 31/12/2011 8 Transportation Management Buildings 16.923.700.393 46.528.952.155 Total 61.243.921.453 46.162.934.980 10.394.862.675 35.768.072.305 2.219.467.655 2.219.467.655 105.187.388.778 . INCREASE/ DECREASE IN INTANGIBLE FIXED ASSETS Unit: VND Land use right Cost At 01/01/2011 Increase from - Purchase - Construction Decrease due to Copyright release Computer software Trademark 4.243.384.606 Total 13.585.865.037 516.618.270 13.069.246.767 - - - 222.000.000 - - - - 17.829.249.643 - - 222.000.000 Accumulated depreciation At 01/01/2011 634.901.157 Increase 235.697.756 - Depreciation 235.697.756 Decrease due to - - - - - 89.474.226 33.887.773 33.887.773 - 870.598.913 - - 123.361.999 724.375.383 269.585.529 269.585.529 993.960.912 3.608.483.449 16.958.650.730 - - 132.525.774 98.638.001 3.741.009.223 17.057.288.731 - Others decreasing At 31/12/2011 - Others decreasing At 31/12/2011 Net book value At 01/01/2011 At 31/12/2011 18 4.465.384.606 13.585.865.037 516.618.270 13.069.246.767 18.051.249.643 FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City 9 . CONSTRUCTION IN PROGRESS 31/12/2011 VND Construction in progress - Dung Quat head office - Analyzing and Testing Center No.1 - Analyzing and Testing Center No.2 - Representative office at Vung Ang - Purchase of fixed assets and repair of Hai Phong Branch - Repair Cua Ong station - Quang Ninh Branch - Personel management software - Design and improve working place at Quy Nhon Branch - Buying land at 30/4 road - Da Nang Total 1.026.109.353 169.545.455 108.000.000 1.303.654.808 01/01/2011 VND 1.026.109.353 1.317.600.000 21.885.516.374 123.636.364 943.602.727 200.447.863 108.000.000 456.509.091 8.063.219.054 34.124.640.826 10 . INVESTMENTS IN ASSOCIATES, JOINT - VENTURES Investments in joint- ventures (*) Total (*) Includes: - Thang Long notarial office - Consulting and Construction inspection,.JSC - Vinacontrol Auction and Trading,.JSC Total 11 . OTHER LONG-TERM INVESTMENTS Investment in stock (*) Total (*) Includes: Stock of Machinery and Spare parts,.JSC Stock of Appraisal Center - Ministry of Finace Stock of Sabeco Total 31/12/2011 VND 2.300.000.000 2.300.000.000 01/01/2011 VND 2.000.000.000 2.000.000.000 500.000.000 1.500.000.000 300.000.000 2.300.000.000 500.000.000 1.500.000.000 31/12/2011 VND 2.658.400.000 2.658.400.000 01/01/2011 VND 2.658.400.000 2.658.400.000 Quality 27.000 20.000 20.000 2.000.000.000 Amount 540.000.000 718.400.000 1.400.000.000 2.658.400.000 12 . LONG-TERM PREPAID EXPENSES 31/12/2011 VND 2.814.771.479 2.814.771.479 Prepaid expenses for tools Commercial Advantge Total 19 01/01/2011 VND 1.936.072.430 115.561.142 2.051.633.572 FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City 13 . TAXES AND PAYABLES TO THE STATE BUDGET VAT Business income tax Personal income tax Natural resource tax Property tax and land rental Other taxes Total 31/12/2011 VND 1.506.671.991 626.588.146 677.148.349 2.810.408.486 01/01/2011 VND 985.753.489 1.063.480.610 495.683.812 2.544.917.911 31/12/2011 VND 599.938.342- 01/01/2011 VND 33.000.000- 599.938.342 33.000.000 14 . ACCRUED EXPENSES Lãi vay phải trả Others Total 15 . OTHER SHORT-TERM PAYABLE 31/12/2011 VND 2.485.692 1.251.780.728 259.630.884 2.167.575 677.250.000 28.165.061 13.234.800.408 18.165.679 15.474.446.027 Surplus of assets awaiting resolusion Labor union fund Social insurance Health insurance Payables on equalization Unemployment insurance Others Other receivables (Credit) Total 01/01/2011 VND 670.735.864 21.738.135 2.122.984 677.250.000 2.042.223.659 14.660.724 3.428.731.366 16 . OWNER'S EQUITY a) The compared table of changes in equity ( Apendix 1) b) Details of owner's invested capital % 31/12/2011 23.625.000.000 30% 55.125.000.000 70% 78.750.000.000 100% Invested capital of State Invested capital of others Total % 01/01/2011 23.625.000.000 30% 55.125.000.000 70% 78.750.000.000 100% c) Capital transactions with owners and distribution of dividends and profits 31/12/2011 Owner's invested capital - At the beginning of year - Increase in the year - Decrease in the year - At the end of year 78.750.000.000 78.750.000.000 20 01/01/2011 78.750.000.000 78.750.000.000 FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City d ) Stock Quantity of Authorized issuing stocks Quantity of issued stocks - Ordinary stocks - Preferred stocks Quantity of repurchased stocks - Ordinary stocks - Preferred stocks Quantity of circulation stocks - Ordinary stocks - Preferred stocks 31/12/2011 01/01/2011 7.875.000 7.875.000 7.875.000 7.875.000 37.700 37.700 48.200 48.200 7.837.300 7.837.300 7.826.800 7.826.800 * Par value per circulation stocks 10.000 VND e) Company's Funds - Investment and development fund - Financial reserve fund 31/12/2011 27.510.778.247 4.852.531.350 01/01/2011 19.548.265.229 3.351.763.623 17 . REVENUE FROM SALE OF GOODS AND RENDERING OF SERVICES This year VND 233.322.348.772 Revenue from rendering of services Revenue from sale of property Total 233.322.348.772 Last year VND 180.622.813.912 33.300.200.000 213.923.013.912 18 . REVENUES DEDUCTIBLE ITEMS This year VND 4.000.000 4.000.000 Trade discount Sales return Sales rebates Total Last year VND - 19 . NET REVENUE FROM SALE OF GOODS AND RENDERING OF SERVICES This year VND 233.318.348.772 Net revenue from rendering of services Net revenue from sale of property Total 233.318.348.772 Last year VND 180.622.813.912 33.300.200.000 213.923.013.912 20 . COSTS OF GOODS SOLD This year VND 183.085.386.009 Costs of services rendered Costs of property Total 183.085.386.009 21 Last year VND 126.367.913.575 25.647.300.330 152.015.213.905 FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City 21 . FINANCE INCOME Interest income Profits from joint venture activities Dividends, profits earned Revenue from sale of securities Foreign exchange differences realized Foreign exchange differences unrealized Total This year VND 2.774.871.387 300.000.000 486.781.900 592.337.255 268.597.984 678.611.146 5.101.199.672 Last year VND 2.352.233.481 500.000.000 401.881.195 1.509.555.084 4.763.669.760 This year VND 5.309.985 2.556.499 1.819.750.671 947.963.499 42.857.657 2.818.438.311 Last year VND 22 . FINANCIAL EXPENSES Foreign exchange differences realized Foreign exchange differences unrealized Cost of investment securities Provisions for devaluation of investment Others Total , 23 . CURRENT INCOME TAX EXPENSE 1.437.332.087 1.672.794.832 16.552 3.110.143.471 The company has been exempted 100% income tax within 2 years since 2006 and 50% within 3 years continuous from 2008 because of tranfering from state company to Joint stock company. After that, The company will be reducted 50% income tax rate within 2 years continuous because the company registed to trade stock at Hanoi Stock Exchange in 2006. In 2011, the Company has been reducted 50% Corporate income tax rate ( 25%). This year VND 25.442.274.829 Total income before tax (1) To adjust profit to determine Income taxpayable + Increase (2) Administrative fines for violations Foreign exchange differences unrealized + Decrease (Divident, distributed profit) (3) Divident, distributed profit Foreign exchange differences unrealized Total income taxpayale (4) = (1) + (2) - (3) Includes: + Preferential income 50% + Income tax rate 25% Tax expenses in respect of the current year 18.643.761 16.087.262 2.556.499 1.465.393.046 786.781.900 678.611.146 23.995.525.544 23.653.830.073 341.695.471 3.042.152.627 22 FINANCIAL STATEMENTS for the fiscal year ended 31 December 2011 VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City 24 . SEGMENT REPORTS For the management purpose, the Company carries out its operation and segment reports base on geography areas. Details are as follows:: Unit: VND Net revenue from Gross profit from sale of goods and sale of goods and Costs of goods sold rendering of rendering of services services Ha noi 42.411.873.506 29.366.007.068 13.045.866.438 Hai Phong 23.350.264.116 17.641.768.854 5.708.495.262 Quang Ninh 28.451.975.617 22.349.527.066 6.102.448.551 Da Nang 34.403.917.685 25.540.185.598 8.863.732.087 Ho Chi Minh City 104.700.317.848 88.187.897.423 16.512.420.425 Total 233.318.348.772 183.085.386.009 50.232.962.763 25 . RELATED INFORMATION In 2011, Company transacted with related parties: Relations Subsidiary Subsidiary Amount (VND) 163.563.021 87.361.872 Receivable and payable Balances : Vinacontrol Environment Consultancy and Appraisal JSC Vinacontrol Certification JSC Relations Subsidiary Subsidiary Receivable (+)/ Payable (-) 442.294.665 197.995.891 Contribution capital Balances Vinacontrol Environment Consultancy and Appraisal JSC Vinacontrol Certification JSC Relations Subsidiary Subsidiary Amount (VND) 1.529.730.000 210.000.000 Revenue from sale of services Vinacontrol Environment Consultancy and Appraisal JSC Vinacontrol Certification JSC As at 31 December 2011, related parties balances : 26 . COMPARATIVE FIGURES The comparative figures are those taken from the accounts for the year ended 31 December 2010, which were audited by Viet Nam Auditing and Accouting Consultancy Co.Ltd. (AVA). Prepared by Nguyen Thi Minh Thu Chief Accountant Luu Ngoc Hien 23 Ha noi, 19th January 2012 General Director Mai Tien Dung FINANCIAL STATEMENTS VINACONTROL GROUP CORPORATION Address: 54, Tran Nhan Tong street, Ha noi City for the fiscal year ended 31 December 2011 16. OWNER'S EQUITY a) The compared table of changes in equity Apendix 01 Contributed legal capital Opening balance Increase in the year of 2010 Share capital surplus Treasury stock 78.750.000.000 26.250.000.000 - - (852.856.825) - Investment & Development Fund Financial Reserves Retained earning 16.066.176.259 2.272.466.493 18.719.685.321 3.482.088.970 1.079.297.130 33.910.987.630 Transferred from profit 33.910.987.630 Increase capital Other increases Decrease in the year of 2010 - - - 3.482.088.970 1.079.297.130 - - 18.718.705.865 Lost of last year Dividend paid 7.087.500.000 Other decreases Closing balance Increase in the year of 2011 11.631.205.865 78.750.000.000 26.250.000.000 - 43.591.687 (852.856.825) - 19.548.265.229 3.351.763.623 33.911.967.086 7.962.513.018 1.500.767.727 22.400.122.202 Transferred from profit 22.400.122.202 Increase capital Other increases Decrease in the year of 2011 43.591.687 - - (185.788.313) 7.962.513.018 1.500.767.727 - - 39.455.179.518 Lost of this year Dividend paid 20.376.980.000 Other decreases Closing balance (185.788.313) 78.750.000.000 26.293.591.687 (667.068.512) 24 19.078.199.518 27.510.778.247 - 4.852.531.350 - 16.856.909.770