Hoa Binh Construction & Real Estate Corporation Interim consolidated financial statements 30 June 2011 Hoa Binh Construction & Real Estate Corporation CONTENTS Pages General information 1-2 Report of management 3 Report on review of interim consolidated financial statements 4 Interim consolidated balance sheet Interim consolidated income statement Interim consolidated cash flow statement Notes to the interim consolidated financial statements 5-6 7 8-9 10 - 43 Hoa Binh Construction & Real Estate Corporation GENERAL INFORMATION THE COMPANY Hoa Binh Construction & Real Estate Corporation (“the Company”) is a shareholding company incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 4103000229 issued by the Department of Planning and Investment of Ho Chi Minh City on 1 December 2000 and the following Amended Business Registration Certificates: Amended Business Registration Certificates Date 1st amendment 2nd amendment 3rd amendment 4th amendment 5th amendment 6th amendment 7th amendment 8th amendment 8 August 2002 25 March 2004 2 March 2006 7 July 2006 4 September 2007 28 November 2008 16 September 2010 6 April 2011 The Company was listed on the Ho Chi Minh Stock Exchange in accordance with Decision No. 80/UBCK-GPNY issued by the State Stock Exchange on 22 November 2006. The Company’s principal activities are to provide industrial and civil construction services; surface levelling; construction consulting services; manufacture and trade of construction materials; interior decoration products; house renovation and interior decoration services; and to trade real estate. The Company’s registered head office is located at 235 Vo Thi Sau Street, Ward 7, District 3, Ho Chi Minh City, Vietnam. BOARD OF DIRECTORS The members of the Board of Directors during the period and at the date of this report are: Mr Le Viet Hai Mr Tran Anh Hoang Mr Phan Ngoc Thanh Mr Truong Quang Nhat Mr Le Quoc Duy Mr Nguyen Le Tan Mr Ngo Ngoc Quang Mr Tan Kok Leong Chairman Member Member Member Member Member Member Member BOARD OF SUPERVISION The members of the Board of Supervision during the period and at the date of this report are: Mr Nguyen Van Thang Ms Le Thi Phuong Uyen Mr vo Dac Khoi Head of the Board of Supervision Member Member 1 Hoa Binh Construction & Real Estate Corporation GENERAL INFORMATION (continued) MANAGEMENT Members of the Management during the period and at the date of this report are: Mr Le Viet Hai Mr Le Viet Hung Mr Nguyen Van Tinh Mr Truong Quang Nhat Mr Nguyen Van An Mr Nguyen Tan Tho Mr Le Quoc Duy General Director Advisor to the Board of Management Deputy General Director Deputy General Director Deputy General Director Deputy General Director Deputy General Director LEGAL REPRESENTATIVE The legal representative of the Company during the period and at the date of this report is Mr Le Viet Hai. AUDITORS The auditors of the Company is Ernst & Young Vietnam Limited. 2 Hoa Binh Construction & Real Estate Corporation REPORT OF MANAGEMENT Management of Hoa Binh Construction & Real Estate Corporation (“the Company”) is pleased to present its report and the interim consolidated financial statements of the Company and its subsidiaries (“the Group”) for the six-month period ended 30 June 2011. MANAGEMENT’S RESPONSIBILITY IN RESPECT OF THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS Management is responsible for the interim consolidated financial statements of the Group which give a true and fair view of the interim consolidated state of affairs of the Group and of the interim consolidated results of its operations and its interim consolidated cash flows for the period. In preparing those interim consolidated financial statements, management is required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the interim consolidated financial statements; and prepare the interim consolidated financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. Management is responsible for ensuring that proper accounting records are kept which disclose, with reasonable accuracy at any time, the interim consolidated financial position of the Group and to ensure that the accounting records comply with the registered accounting system. It is also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Management confirmed that it has complied with the above requirements in preparing the accompanying interim consolidated financial statements. STATEMENT BY MANAGEMENT Management does hereby state that, in its opinion, the accompanying interim consolidated financial statements give a true and fair view of the interim consolidated financial position of the Group as at 30 June 2011 and of the interim consolidated results of its operations and its interim consolidated cash flows for the six-month period then ended in accordance with the Vietnamese Accounting Standards and System and comply with relevant statutory requirements. For and on behalf of management: Le Viet Hai General Director 29 August 2011 3 Reference: 60933601/15022738 REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS To: The Shareholders of Hoa Binh Construction & Real Estate Corporation We have reviewed the interim consolidated financial statements of Hoa Binh Construction & Real Estate Corporation (“the Company”) and its subsidiaries (“the Group”) as set out on pages 5 to 43 which comprise the interim consolidated balance sheet as at 30 June 2011, the interim consolidated income statement and the interim consolidated cash flow statement for the six-month period then ended and the notes thereto. The preparation and presentation of these interim consolidated financial statements are the responsibility of management. Our responsibility is to issue a report on these interim consolidated financial statements based on our review. The Group’s consolidated financial statements as at 31 December 2010 and for the year then ended were audited by another auditor whose report dated 7 April 2011 expressed an unqualified opinion on those statements. The Group’s interim consolidated income statement and the interim consolidated cash flow statement for the six-month period ended 30 June 2010 presented for comparative purpose were also reviewed by another auditor whose report dated 25 August 2010 expressed an unqualified opinion on those statements. We conducted our review in accordance with Vietnamese Standard on Auditing No. 910 – Engagements to Review Financial Statements. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the interim consolidated financial statements are free from material misstatement. A review is limited primarily to inquiries of the Group’s personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that caused us to believe that the accompanying interim consolidated financial statements do not give a true and fair view of the interim consolidated financial position of the Group as at 30 June 2011, and of the interim consolidated results of its operations and its interim consolidated cash flows for the six-month period then ended in accordance with the Vietnamese Accounting Standards and System and comply with relevant statutory requirements. Ernst & Young Vietnam Limited Narciso T. Torres Jr Deputy General Director Certificate No. N.0868/KTV Ho Chi Minh City, Vietnam 29 August 2011 Le Quang Minh Auditor Certificate No. 0426/KTV Hoa Binh Construction & Real Estate Corporation B01a-DN/HN INTERIM CONSOLIDATED BALANCE SHEET as at 30 June 2011 VND Code ASSETS Notes 30 June 2011 31 December 2010 2,150,421,553,112 1,273,080,987,731 4 585,720,114,055 33,789,087,675 551,931,026,380 258,119,214,731 58,218,393,113 199,900,821,618 5.1 35,777,354,473 1,394,493,283 1,210,312,569,324 336,464,172,445 121,424,979,882 843,542,109,060 320,466,554,955 58,310,717,961 100 A. CURRENT ASSETS 110 111 112 I. 121 II. Short-term investments 130 131 132 134 135 139 III. Current accounts receivable 1. Trade receivables 2. Advances to suppliers 3. Construction contractor receivables based on agreed progress billings 4. Other receivables 5. Provision for doubtful debts 8 9 6, 7 721,937,401,210 31,420,140,752 (934,124,965) 457,375,504,727 7,961,723,953 (572,392,536) 141 IV. Inventories 10 273,002,503,638 150,351,557,408 150 151 152 154 11 45,609,011,622 26,500,900,195 9,758,399,672 19,673,613,249 6,390,457,057 4,078,115,785 158 V. Other current assets 1. Short-term prepaid expenses 2. Value-added tax deductible 3. Tax and other receivables from the State 4. Other current assets 11,536,499 9,338,175,256 206,388,129 8,998,652,278 200 B. NON-CURRENT ASSETS 724,012,957,655 639,878,254,599 220 221 222 223 227 228 229 230 I. 489,554,706,141 452,949,127,417 566,026,927,366 (113,077,799,949) 6,073,465,544 6,846,737,843 (773,272,299) 30,532,113,180 478,888,451,543 325,795,684,238 409,760,064,229 (83,964,379,991) 6,213,449,131 6,810,737,843 (597,288,712) 146,879,318,174 250 252 II. 180,245,783,481 111,494,451,993 5.2 5.3 141,760,901,977 38,484,881,504 73,925,940,489 37,568,511,504 16 29.3 54,212,468,033 50,548,091,152 1,645,422,081 2,018,954,800 42,261,956,063 40,521,909,065 183,092,198 1,556,954,800 - 7,233,395,000 2,874,434,510,767 1,912,959,242,330 Cash and cash equivalents 1. Cash 2. Cash equivalents 6 7 12 Fixed assets 1. Tangible fixed assets Cost Accumulated depreciation 2. Intangible fixed assets Cost Accumulated amortisation 3. Construction in progress 258 Long-term investments 1. Investments in associates and joint ventures 2. Other long-term investments 260 261 262 268 III. Other long-term assets 1. Long-term prepaid expenses 2. Deferred tax assets 3. Other long-term assets 269 IV. Goodwill 270 TOTAL ASSETS 13 14 15 5 Hoa Binh Construction & Real Estate Corporation B01a-DN/HN INTERIM CONSOLIDATED BALANCE SHEET (continued) as at 30 June 2011 VND Code RESOURCES Notes 30 June 2011 31 December 2010 300 A. LIABILITIES 2,152,265,113,702 1,219,918,936,033 310 311 I. 2,101,499,133,996 1,179,214,188,438 940,052,821,563 283,189,711,052 644,279,853,424 20,849,031,297 37,891,323,886 62,692,873,533 101,826,392,669 10,717,126,572 531,811,018,166 327,007,811,325 182,969,748,247 44,125,022,062 55,370,608,615 13,917,475,481 8,409,042,556 15,603,461,986 50,765,979,706 9,935,565,926 40,704,747,595 17,744,949,409 6,459,353,415 12,056,630,694 22,314,429,671 363,054,834 737,214,238 21,859,529,114 716,368,370,879 665,393,216,491 716,368,370,879 207,881,660,000 368,383,473,203 (17,947,727,609) 665,393,216,491 167,310,030,000 368,383,473,203 (17,947,727,609) - 153,861,723 32,354,987,840 11,458,225,129 114,237,752,316 32,066,340,578 11,361,009,041 104,066,229,555 5,801,026,186 27,647,089,806 2,874,434,510,767 1,912,959,242,330 30 June 2011 31 December 2010 768.62 595.84 312 313 314 315 316 319 323 330 334 336 Current liabilities 1. Short-term loans and borrowings 2. Trade payables 3. Advances from customers 4. Statutory obligations 5. Payables to employees 6. Accrued expenses 7. Other payables 8. Bonus and welfare fund 337 338 II. Non-current liabilities 1. Long-term loans 2. Provision for severance allowance 3. Long-term provision 4. Unearned revenues 400 B. OWNERS’ EQUITY 410 411 412 414 416 I. 417 418 420 Capital 1. Share capital 2. Share premium 3. Treasury shares 4. Foreign exchange difference 5. Investment and development fund 6. Financial reserve fund 7. Undistributed earnings 439 C. MINORITY INTERESTS 440 TOTAL LIABILITIES AND OWNERS’ EQUITY 17 18 19 20 21 22 23 24 OFF BALANCE SHEET ITEM ITEM Foreign currency United States Dollar (US$) Nguyen Thi Nguyen Thuy Chief Accountant Le Viet Hai General Director 29 August 2011 6 Hoa Binh Construction & Real Estate Corporation B02a-DN/HN INTERIM CONSOLIDATED INCOME STATEMENT for the six-month period ended 30 June 2011 VND Notes For the six-month period ended 30 June 2011 For the six-month period ended 30 June 2010 1. Revenue from sale of goods and rendering of services 26 1,326,057,736,640 746,515,721,415 02 2. Deductions 26 (633,092,437) - 10 3. Net revenue from sale of goods and rendering of services 26 1,325,424,644,203 746,515,721,415 (1,148,645,089,624) (637,631,166,842) 176,779,554,579 108,884,554,573 21,924,955,109 15,489,273,332 (64,137,949,028) (62,324,089,438) (20,935,127,942) (20,549,185,755) (3,328,613,199) (364,048,535) (54,802,810,221) (31,938,673,949) 76,435,137,240 71,135,977,479 Code ITEMS 01 11 20 4. Cost of goods sold and services rendered 5. Gross profit from sale of goods and rendering of services 21 6. Finance income 22 23 7. Finance expenses In which: Interest expense 24 8. Selling expenses 25 9. General and administrative expenses 26.2 27 30 10. Operating profit 31 11. Other income 28 2,902,688,663 2,238,783,816 32 12. Other expenses 28 (422,914,061) (1,306,841,055) 40 13. Other profit 2,479,774,602 931,942,761 45 14. Shares of profit (loss) of associates and joint venture 10,209,022,437 (1,583,904,701) 50 15. Profit before tax 89,123,934,279 70,484,015,539 51 16. Current corporate income tax expense 29.1 (21,809,709,721) (17,678,107,148) 17. Deferred corporate income tax benefit 29.3 1,462,329,883 13,392,985 68,776,554,441 52,819,301,376 245,749,013 129,902,063 68,530,805,428 52,689,399,313 3,378 3,561 52 60 70 18. Net profit after tax Attributable to: 18.1 Minority interests 18.2 Equity holders of the Company 19. Basic earnings per share 25 Nguyen Thi Nguyen Thuy Chief Accountant Le Viet Hai General Director 29 August 2011 7 Hoa Binh Construction & Real Estate Corporation B03a-DN/HN INTERIM CONSOLIDATED CASH FLOW STATEMENT for the six-month period ended 30 June 2011 VND Code For the six-month period ended 30 June 2011 For the six-month period ended 30 June 2010 89,123,934,279 70,484,015,539 29,187,032,384 11,681,148,885 1,198,416,825 (31,179,888,312) 62,324,089,438 16,548,978,502 (6,823,823,563) 20,549,185,755 162,334,733,499 (360,088,179,754) (122,650,946,230) 513,779,521,839 100,758,356,233 (314,362,394,908) 19,204,036,461 156,520,337,547 (30,136,625,225) (55,141,228,286) (33,622,984,751) 6,315,765,914 (20,321,688,525) (3,181,108,986) (5,605,917,332) (4,073,707,122) 68,868,373,760 (59,140,403,386) (165,163,218,637) (41,419,166,009) (33,523,456,878) 1,030,376,588 70,000,000 (500,000,000) 5,000,000 (916,370,000) (1,084,230,000) 27,979,200,000 18,275,469,853 1,757,627,392 Net cash flows used in investing activities (152,317,999,074) (41,170,768,617) III. CASH FLOWS FROM FINANCING ACTIVITIES Capital contribution Capital redemption Drawdown of borrowings Repayment of borrowings 1,158,292,813,742 (747,250,970,496) 500,000,000 (17,947,727,609) 327,096,471,538 (316,666,591,228) 411,041,843,246 (7,017,847,299) ITEMS Notes I. 01 02 03 04 05 06 08 09 10 11 12 13 14 16 20 21 22 23 24 25 26 27 30 31 32 33 34 40 CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Depreciation and amortisation Provisions Unrealised foreign exchange losses Profits from investing activities Interest expense Operating profit before changes in working capital Increase in receivables (Increase) decrease in inventories Increase in payables (Increase) decrease in prepaid expenses Interest paid Corporate income tax paid Other cash outflows from operating activities 27 29.2 Net cash flows from (used in) operating activities II. CASH FLOWS FROM INVESTING ACTIVITIES Purchase and construction of fixed assets Proceeds from disposals of fixed assets Loans to other entities Collections from borrowers Payments for investments in other entities Proceeds from sale of investments in other entities Interest and dividends received Net cash flows from (used in) financing activities 8 Hoa Binh Construction & Real Estate Corporation B03a-DN/HN INTERIM CONSOLIDATED CASH FLOW STATEMENT (continued) for the six-month period ended 30 June 2011 VND Code 50 60 ITEMS Notes Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period 61 Impact of exchange rate fluctuation 70 Cash and cash equivalents at end of period 4 4 Nguyen Thi Nguyen Thuy Chief Accountant For the six-month period ended 30 June 2011 For the six-month period ended 30 June 2010 327,592,217,932 (107,329,019,302) 258,119,214,731 183,773,870,503 8,681,392 47,389,335 585,720,114,055 76,492,240,536 Le Viet Hai General Director 29 August 2011 9 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS as at and for the six-month period ended 30 June 2011 1. CORPORATE INFORMATION Hoa Binh Construction & Real Estate Corporation (“the Company”) is a shareholding company incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 4103000229 issued by the Department of Planning and Investment (“DPI”) of Ho Chi Minh City on 1 December 2000 and the following Amended Business Registration Certificates: Amended Business Registration Certificates Date 1st 8 August 2002 25 March 2004 2 March 2006 7 July 2006 4 September 2007 28 November 2008 16 September 2010 6 April 2011 amendment 2nd amendment 3rd amendment 4th amendment 5th amendment 6th amendment 7th amendment 8th amendment The Company was listed on the Ho Chi Minh Stock Exchange in accordance with Decision No. 80/UBCK-GPNY issued by the State Stock Exchange on 22 November 2006. The principal activities of the Company and its subsidiaries (“Group”) are to provide industrial and civil construction services; surface levelling; construction consulting services; manufacture and trade of construction materials; interior decoration products; house renovation and interior decoration services; and to trade real estate. The Company’s registered head office is located at 235 Vo Thi Sau Street, Ward 7, District 3, Ho Chi Minh City, Vietnam. The number of the Group’s employees as at 30 June 2011 was 1,838 (31 December 2010: 1,549). Corporate structure The Company’s corporate structure includes 11 subsidiaries, in which: Hoa Binh House Corporation (“HBH”), a shareholding company in which the Company holds 94% of ownership interest, was incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 4103007228 issued by the DPI of Ho Chi Minh City on 7 July 2007, as amended. HBH’s registered office is located at 235/2 Vo Thi Sau Street, Ward 7, District 3, Ho Chi Minh City Vietnam. HBH’s principal activity is to invest in real estates. Hoa Binh Wood Manufacturing and Decorating Joint Stock Company (“MHB”), a shareholding company in which the Company holds 90% of ownership interest, was incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 4103010322 issued by the DPI of Ho Chi Minh City on 17 May 2008, as amended. MHB’s registered office is located at 2 Nguyen Oanh Street, Ward 7, Go Vap District, Ho Chi Minh City, Vietnam. MHB’s principal activity is to manufacture, sell, process and fit up household wooden and interior decoration products. Hoa Binh Phu Yen Investment and Development Joint Stock Company (“HBY”), a shareholding company in which the Company holds 99.22% of ownership interest, was incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 3603000092 issued by the DPI of Phu Yen Province on 8 November 2007, as amended. HBY’s registered office is located at 169 Le Duan Street, Ward 6, Tuy Hoa City, Phu Yen Province, Vietnam. HBY’s principal activity is to provide engineering construction services. 10 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 1. CORPORATE INFORMATION (continued) Corporate structure (continued) Hoa Binh Mechanical Electrical Joint Stock Company (“HBE”), a shareholding company in which the Company holds 92.57% of ownership interest, was incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 4103009338 issued by the DPI of Ho Chi Minh City on 2 February 2008. HBE’s registered office is located at 235/2 Vo Thi Sau Street, Ward 7, District 3, Ho Chi Minh City, Vietnam. HBE’s principal activity is to build and fit up construction equipments, electric and water systems, prevention and fighting fire systems, cold system. Hoa Binh Paint Co., Ltd. (“HBP”), a one member limited liability company, was incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 4104000032 issued by the DPI of Ho Chi Minh City on 24 December 2001, as amended. HBP’s registered office is located at Lot 37/5A, 5th Quarter, Phan Van Hon Street, Tan Thoi Nhat Ward, District 12, Ho Chi Minh City, Vietnam. HBP’s principal activities are to manufacture, sell construction materials and provide interior decoration services. Anh Huy Co., Ltd. (“AHA”), a limited liability company with two or more members in which the Company holds 90% of ownership interest, was incorporated in Vietnam pursuant to Business Registration Certificate No. 0301453003 issued by the DPI of Ho Chi Minh City on 14 August 1993, as amended. AHA’s registered office is located at 1700/3C, Revenue 1A, An Phu Dong Ward, District 12, Ho Chi Minh City, Vietnam. AHA’s principal activities are to provide interior decoration services; to manufacture construction materials (aluminium windows); to provide surface levelling service; and to sell construction materials. Hoa Binh Hanoi Construction & Read Estate Co., Ltd (“HB Hanoi”), a one member limited liability company, was incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 0104853362 issued by the DPI of Ha Noi City on 8 September 2010, as amended. HB Hanoi’s registered office is located at 8th Floor, San Nam Office, Dich Vong Hau Ward, Cau Giay District, Ha Noi City, Vietnam. HB Hanoi’s principal activities are to provide industrial and civil construction services; surface levelling service; to install sewage system service; house renovation and interior decoration services; and to trade real estate. Hoa Binh Hue Development Joint Stock Company (“HBL”), a shareholding company in which the Company holds 95.49% of ownership interest, was incorporated under the Law on Enterprise of Vietnam pursuant to Investment Licence No. 312031000012 issued by the Board of Management of Chan May - Lang Co Economic Zone of Thua Thien Hue Province on 22 November 2007, as amended. HBL’s registered office is located at Phu Hai 2 village, Loc Vinh Commune, Phu Loc District, Thua Thien Hue Province, Vietnam. HBL’s principal activity is to invest in Le Royal An Nam Resort. H.B.T Trading Co., Ltd. (“HBT”), a one member limited liability company, was incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 4104000080 issued by the DPI of Ho Chi Minh City on 24 December 2003, as amended. HBT’s registered office is located at 235 Vo Thi Sau Street, Ward 7, District 3, Ho Chi Minh City, Vietnam. HBT’s principal activities are to sell construction materials, interior decoration products; provide trading promotion service, agency for goods consignment service, advertisement service, fitting up and processing interior decoration product services. Hoa Binh Architecture Co., Ltd. (“HBA”), a one member limited liability company, was incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 4104000035 issued by the DPI of Ho Chi Minh City on 7 May 2002, as amended. HBA’s registered office is located at 235 Vo Thi Sau Street, Ward 7, District 3, Ho Chi Minh City, Vietnam. HBA’s principal activities are to provide construction consulting service; architectural, structural and technological designs services. 11 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 1. CORPORATE INFORMATION (continued) Corporate structure (continued) Matec Construction Machinery Co., Ltd. (“MATEC”), a one member limited liability company, was incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 0310341578 issued by the DPI of Ho Chi Minh City on 27 September 2010. MATEC’s registered office is located at 37/8 Phan Van Hon Street, Tan Thoi Nhat Ward, District 12, Ho Chi Minh City, Vietnam. MATEC’s principal activities are to rent electrical machineries, construction equipments. 2. BASIS OF PREPARATION 2.1 Accounting standards and system The interim consolidated financial statements of the Group, expressed in Vietnam dong (“VND”), are prepared in accordance with the Vietnamese Accounting System and Vietnamese Accounting Standard (“VAS”) No. 27 - Interim Financial Reporting and other VAS issued by the Ministry of Finance as per the: Decision No. 149/2001/QD-BTC dated 31 December 2001 on the Issuance and Promulgation of Four Vietnamese Standards on Accounting (Series 1); Decision No. 165/2002/QD-BTC dated 31 December 2002 on the Issuance and Promulgation of Six Vietnamese Standards on Accounting (Series 2); Decision No. 234/2003/QD-BTC dated 30 December 2003 on the Issuance and Promulgation of Six Vietnamese Standards on Accounting (Series 3); Decision No. 12/2005/QD-BTC dated 15 February 2005 on the Issuance and Promulgation of Six Vietnamese Standards on Accounting (Series 4); and Decision No. 100/2005/QD-BTC dated 28 December 2005 on the Issuance and Promulgation of Four Vietnamese Standards on Accounting (Series 5). Accordingly, the accompanying interim consolidated balance sheet, interim consolidated income statement, interim consolidated cash flow statement and related notes, including their utilisation are not designed for those who are not informed about Vietnam’s accounting principles, procedures and practices and furthermore are not intended to present the financial position and results of operations and cash flows of the Group in accordance with accounting principles and practices generally accepted in countries other than Vietnam. 2.2 Registered accounting documentation system The registered accounting documentation system is general journal system. 2.3 Fiscal year The Group’s fiscal year starts on 1 January and ends on 31 December. 2.4 Accounting currency The Group maintains its accounting records in VND. 2.5 Basis of consolidation The interim consolidated financial statements comprise the interim financial statements of the Company and its subsidiaries for the six-month period ended 30 June 2011. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continued to be consolidated until the date that such control ceases. 12 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 2. BASIS OF PREPARATION (continued) 2.5 Basis of consolidation (continued) The interim financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intra-company balances, income and expenses and unrealised gains or losses resulting from intra-company transactions are eliminated in full. Minority interests represent the portion of profit or loss and net assets not held by the Group and are presented separately in the interim consolidated income statement and within equity in the interim consolidated balance sheet, separately from the Group’s shareholders’ equity. Acquisition of minority interests is accounted for using the parent entity extension method, whereby, the difference between the consideration and the fair value of the share of the net assets acquired is recognised in goodwill. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 3.1 Change in accounting policies and disclosures The accounting policies adopted by the Group in preparation of the interim consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2010 and the interim consolidated financial statements for the six-month period ended 30 June 2010 except for the change in the accounting policy in relation to the presentation and disclosure of financial instruments. On 6 November 2009, the Ministry of Finance issued Circular No. 210/2009/TT-BTC providing guidance for the adoption in Vietnam of the International Financial Reporting Standards on presentation and disclosures of financial instruments (“Circular 210”) with effectiveness from financial years beginning on or after 1 January 2011. The adoption of Circular 210 results in new disclosures being added to the interim consolidated financial statements as shown in Notes 32 and 33. Circular 210 also requires the Group to evaluate the terms of non-derivative financial instruments issued by the Group to determine whether it contains both a liability and an equity component. Such components are classified separately as financial liabilities, financial assets or equity instruments in the interim consolidated balance sheet. This requirement has no impact on the financial position or result of operation of the Group as the Group has not yet issued such non-derivative financial instrument. 3.2 Cash and cash equivalents Cash and cash equivalents comprise cash on hand, cash in banks and short-term, highly liquid investments with an original maturity of less than three months that are readily convertible into known amounts of cash and that are subject to an insignificant risk of change in value. 3.3 Inventories Inventories are stated at the lower of cost incurred in bringing each product to its present location and condition, and net realisable value. Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs to complete and the estimated costs necessary to make the sale. The perpetual method is used to record inventories, which are valued as follows: 13 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 3.3 Inventories (continued) Raw materials - cost of purchase on a weighted average basis. Work-in-process - cost of direct materials and labour plus attributable construction overheads. Merchandise property - cost of purchase on a specific identification basis. Provision for obsolete inventories An inventory provision is created for the estimated loss arising due to the impairment of value (through diminution, damage, obsolescence, etc.) of raw materials, work-in-progress, and merchandise property owned by the Group, based on appropriate evidence of impairment available at the balance sheet date. Increases and decreases to the provision balance are recorded into the cost of goods sold account in the interim consolidated income statement. 3.4 Receivables Receivables are presented in the interim consolidated financial statements at the carrying amounts due from customers and other debtors, along with the provision for doubtful debts. The provision for doubtful debts represents amounts of outstanding receivables at the balance sheet date which are doubtful of being recovered. Increases and decreases to the provision balance are recorded as general and administrative expense in the interim consolidated income statement. 3.5 Tangible fixed assets Tangible fixed assets are stated at cost less accumulated depreciation. The cost of a tangible fixed asset comprises its purchase price and any directly attributable costs of bringing the tangible fixed asset to working condition for its intended use. Expenditures for additions, improvements and renewals are added to the carrying amount of the assets and expenditures for maintenance and repairs are charged to the interim consolidated income statement as incurred. When tangible fixed assets are sold or retired, their costs and accumulated depreciation are removed from the interim consolidated balance sheet and any gain or loss resulting from their disposal is included in the interim consolidated income statement. 3.6 Intangible fixed assets Intangible fixed assets are stated at cost less accumulated amortisation. The cost of an intangible fixed asset comprises its purchase price and any directly attributable costs of preparing the intangible fixed asset for its intended use. When intangible fixed assets are sold or retired, their costs and accumulated amortisation are removed from the interim consolidated balance sheet and any gain or loss resulting from their disposal is included in the interim consolidated income statement. Land use rights Land use right is recorded as an intangible asset on the balance sheet when the Group obtained the land use right certificates. The costs of land use right comprise all directly attributable costs of bringing the land to the condition available for intended use and is not amortised due to having indefinite useful life. 14 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 3.7 Depreciation and amortisation Depreciation and amortisation of tangible and intangible fixed assets are calculated on a straight-line basis over the estimated useful life of each asset as follows: Machinery & equipment Building & structure Motor vehicles Office equipment Computer software Other intangible fixed assets 5 - 12 years 44 - 50 years 8 - 10 years 5 - 6 years 5- 16 years 5 - 10 years The useful life of the fixed assets and depreciation rates are reviewed periodically to ensure that the method and the period of the depreciation and amortisation are consistent with the expected pattern of economic benefits that will be derived from the use of fixed assets. 3.8 Borrowing costs Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds and are recorded as expenses when incurred. 3.9 Prepaid expenses Prepaid expenses are reported as short-term or long-term prepaid expenses on the interim consolidated balance sheet and amortised over the period for which the amounts are paid or the period in which economic benefits are generated in relation to these expenses. Tools and supplies used for construction are amortised to the interim consolidated income statement over the period of 2 – 3 years on the straight-line basis. 3.10 Business combinations and goodwill Business combinations are accounted for using the purchase method. The cost of a business combination is measured as the fair value of assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange plus any costs directly attributable to the business combination. Identifiable assets and liabilities and contingent liabilities assumed in a business combination are measured initially at fair values at the date of business combination. Goodwill acquired in a business combination is initially measured at cost being the excess of the cost the business combination over the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. If the cost of a business combination is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the interim consolidated income statement. After initial recognition, goodwill is measured at cost less any accumulated amortization. Goodwill is amortized over 10 year period on a straight-line basis. 3.11 Investment in associates The Group’s investment in its associates is accounted for using the equity method of accounting. An associate is an entity in which the Group has significant influence that is neither subsidiaries nor joint ventures. The Group generally deems they have significant influence if they have over 20% of the voting rights. Under the equity method, the investment is carried in the interim consolidated balance sheet at cost plus post acquisition changes in the Group’s share of net assets of the associates. Goodwill arising on acquisition of the associates is included in the carrying amount of the investment and is amortized over a period of ten (10) years. 15 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 3.11 Investment in associates (continued) The share of post-acquisition profit (loss) of the associates is presented on the face of the interim consolidated income statement. Where there has been a change recognised directly in the equity of the associate, the Group recognises its share of the change and discloses this, where applicable, in the equity section of the interim consolidated balance sheet. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates reduce the carrying amount of the investment. The interim financial statements of the associates are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group. 3.12 Investment in securities and other investments Investments in securities and other investments are stated at their acquisition costs. Provision is made for any diminution in value of the marketable investments at the balance sheet date representing the excess of the acquisition cost over the market value at that date in accordance with the guidance under Circular No. 228/2009/TT-BTC issued by the Ministry of Finance on 7 December 2009. Increases and decreases to the provision balance are recorded as finance expense in the interim consolidated income statement. 3.13 Payables and accruals Payables and accruals are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the Group. 3.14 Provision for severance allowance The severance allowance to employees is provided at the end of each reporting period for all employees who have more than 12 months in service at the rate of one-half of the average monthly salary of the latest six months up to the balance sheet date for each year of service up to 31 December 2008 in accordance with the Labour Code and related implementing guidance. Commencing 1 January 2009, the average monthly salary used in this calculation will be revised at the end of each reporting period following the average monthly salary of the 6-month period up to the balance sheet date. Any changes to the accrued amount will be taken to the interim consolidated income statement. From 1 January 2009, the Group pays unemployment insurance in accordance with Decree No. 127/2008/ND-CP dated 12 December 2008. 3.15 Provisions Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. 3.16 Foreign currency transactions The Group adopted the Circular No. 201/2009/TT-BTC issued by the Ministry of Finance on 15 October 2009 providing guidance for the treatments of foreign exchange differences (the “Circular 201”) in relation to foreign currency transactions from the year 2009. Transactions in currencies other than the Group’s reporting currency of VND are recorded at the exchange rates ruling at the date of the transaction. At the end of the period, monetary assets and liabilities denominated in foreign currencies are translated at inter-bank exchange rates ruling at the balance sheet date. All realised and unrealised foreign exchange differences are taken to the interim consolidated income statement except to the extent that they are deferred as explained in the following paragraphs. 16 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 3.16 Foreign currency transactions (continued) All unrealised foreign exchange differences arising from the translation of short-term monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are taken to the “Foreign exchange differences reserve” account in the equity section of the interim consolidated balance sheet and reversed in the following period. All unrealised foreign exchange losses arising from the translation of long-term monetary liabilities denominated in foreign currencies as at balances sheet date are charged to the interim consolidated income statement. However, if the charging of all foreign exchange losses results in the net loss before tax for the Group, such exchange losses exceeding the foreign exchange losses arising from the translation of the current portion of the long-term liabilities is deferred in the “Foreign exchange differences reserve” account in the equity section of the interim consolidated balance sheet and allocated to interim consolidated income statement within the subsequent five years. The above guidance related to unrealized foreign exchange differences provided by the Circular 201 is different from those stipulated Vietnamese Accounting Standard No. 10, Effects of Changes in Foreign Exchange Rates (the “VAS 10”) relating to the recognition of unrealised foreign exchange differences as follows: Transaction VAS 10 Circular 201 Translation of short-term monetary assets and liabilities denominated in foreign currencies. All unrealised foreign exchange differences are taken to the interim consolidated income statement. All unrealised foreign exchange differences are taken to the “Foreign exchange differences reserve” account in the equity section of the interim consolidated balance sheet and will be reversed on the following period. Translation of long-term monetary liabilities denominated in foreign currencies at period end. All unrealised foreign exchange differences are taken to the interim consolidated income statement. - All unrealized foreign exchange gains are taken to the interim consolidated income statement. - All foreign exchange losses will be charged to the interim consolidated income statement. However, if the charging of all foreign exchange losses results in net loss before tax for the Group, part of the exchange losses can be deferred and allocated to the interim consolidated income statement within the subsequent years. In any case, the total foreign exchange loss to be charged to current year’s income must be at least equivalent to the foreign exchange losses arising from the translation of the current portion of the long-term liabilities, while the remaining portion of the foreign exchange losses can be deferred in the interim consolidated balance sheet and allocated to the interim consolidated income statement within the subsequent five years. The impact to the interim consolidated financial statements had the Group adopted VAS 10 for the six-month period ended 30 June 2011 is not material as a whole. 17 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 3.17 Treasury shares Own equity instruments which are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss upon purchase, sale, issue or cancellation of the Group’s own equity instruments. 3.18 Earnings per share Basic earnings per share amount is computed by dividing net profit for the period attributable to ordinary shareholders, before appropriation for bonus and welfare fund, by the weighted average number of ordinary shares outstanding during the period, where applicable. Diluted earnings per share amounts are calculated by dividing the net profit after tax attributable to ordinary equity holders of the Group (after adjusting for interest on the convertible preference shares) by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. 3.19 Appropriation of net profit Net profit after tax is available for appropriation to shareholders after approval in the annual general meeting, and after making appropriation to reserve funds in accordance with the Company’s Charter and Vietnam’s regulatory requirements. The Group maintains the following reserve funds which are appropriated from the Group’s net profit as proposed by the Board of Directors and subject to approval by shareholders at the annual general meeting: Financial reserve fund This fund is set aside to protect the Group's normal operations from business risks or losses, or to prepare for unforeseen losses or damages for objective reasons and force majeure, such as fire, economic and financial turmoil of the country or elsewhere. Investment and development fund This fund is set aside for use in the Group’s expansion of its operation or in-depth investments. Bonus and welfare fund This fund is set aside for the purpose of pecuniary rewarding and encouraging, common benefits and improvement of the employees’ material and spiritual benefits and it is recognised as a liability. 3.20 Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, excluding trade discount, rebate and sales return. The following specific recognition criteria must also be met before revenue is recognised: Construction contracts Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the interim balance sheet date, as measured as the proportion of contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with the customer. Difference between the cumulative revenue of a construction contract recognised to date and the cumulative amount of progress billings of that contract is presented as construction contractor receivable based on agreed progress billings in the interim consolidated balance sheet. 18 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 3.20 Revenue recognition (continued) Rental income Rental income arising from operating leases is accounted for on a straight line basis over the terms of the lease. Rendering of services Revenue is recognised when services have been rendered. Interest Revenue is recognised as the interest accrues (taking into account the effective yield on the asset) unless collectability is in doubt. Dividends Revenue is recognised when the Group is entitled to receive dividends. 3.21 Taxation Current income tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted as at the balance sheet date. Current income tax is charged or credited to the interim consolidated income statement, except when it relates to items recognised directly to equity, in which case the deferred current income tax is also dealt with in equity. Current income tax assets and liabilities are offset when there is a legally enforceable right for the Group to set off current tax assets against current tax liabilities and when the Group intends to settle its current tax assets and liabilities on a net basis. Deferred tax Deferred tax is provided using the balance sheet liability method on temporary differences at the balance sheet date between the tax base of assets and liabilities and their carrying amount for financial reporting purposes. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences, carried forward unused tax credit and unused tax losses, to the extent that it is probable that taxable profit will be available against which deductible temporary differences, carried forward unused tax credit and unused tax losses can be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled based on tax rates and tax laws that have been enacted at the balance sheet date. Deferred tax is charged or credited to the interim consolidated income statement, except when it relates to items recognised directly to equity, in which case the deferred tax is also dealt with in the equity account. Deferred tax assets and liabilities are offset when there is a legally enforceable right for the Group to set off current tax assets against current tax liabilities and when they relate to income taxes levied on the same taxable entity by the same taxation authority. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Previously unrecognised deferred income tax assets are re-assessed at each balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be recovered. 19 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) 3.22 Financial instruments Financial instruments – initial recognition and presentation Financial assets Financial assets within the scope of Circular 210 are classified, for disclosures in the notes to the interim consolidated financial statements, as financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables or available-for-sale financial assets as appropriate. The Group determines the classification of its financial assets at initial recognition. All financial assets are recognised initially at cost plus directly attributable transaction costs. The Group’s financial assets include cash and short-term deposits, trade and other receivables, and loan receivables. Financial liabilities Financial liabilities within the scope of Circular 210 are classified, for disclosures in the notes to the interim consolidated financial statements, as financial liabilities at fair value through profit or loss or financial liabilities measured at amortised cost as appropriate. The Group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at cost plus directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings. Financial instruments – subsequent measurement No subsequent measure of financial instruments is currently required. Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the interim separate balance sheet if, and only if, there is a currently enforceable legal right to offset the consolidated amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously. 4. CASH AND CASH EQUIVALENTS VND 30 June 2011 31 December 2010 Cash in banks Cash on hand Cash equivalents 29,884,460,396 3,904,627,279 551,931,026,380 54,937,349,706 3,281,043,407 199,900,821,618 TOTAL 585,720,114,055 258,119,214,731 Cash equivalents represent two-week deposit, one-month term deposits and two-month term deposit and earn interest at the applicable rates. 20 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 5. INVESTMENTS 5.1 Short-term investments VND 30 June 2011 31 December 2010 Short-term loans to related parties (Note 30) Short-term deposits 23,180,714,473 12,596,640,000 1,394,493,283 - NET 35,777,354,473 1,394,493,283 Short-term loans to related parties represent loans with maturity of one year and earn interest at rates ranging from 14% to 20% per annum. Short-term deposits represent term deposits at banks and earn interest at rate of 14% per annum. 5.2 Investments in associates and joint venture Details of investments in associates and joint venture are as follows: 30 June 2011 % of interest 31 December 2010 Cost % of VND interest Cost VND Investments in associates Hoa Binh Infrastructure Construction Investment Joint Stock Company Hoa Binh Phuoc Loc Tho Corporation Golden Lotus Securities Corporation 46.69 47.94 21.95 57,625,939,051 50,485,170,000 29,635,000,000 Investments in joint venture Nhan Hung Construction Corporation 54.00 648,000,000 47.94 50,485,170,000 21.95 29,635,000,000 54.00 138,394,109,051 TOTAL Cost of investment in associates and joint venture Accumulated amortization of goodwill Accumulated share in post-acquisition profit (losses) of the associates and joint venture NET 648,000,000 80,768,170,000 For the six-month period ended 30 June 2011 VND For the six-month period ended 30 June 2010 138,394,109,051 (110,023,477) 80,768,170,000 - 3,476,816,403 (6,842,229,511) 141,760,901,977 73,925,940,489 Hoa Binh Infrastructure Construction Investment Joint Stock Company (“HBI”), a shareholding company, was incorporated under the Law on Enterprise of Vietnam pursuant to Business Registration Certificate No. 5003000324 issued by the DPI of Long An Province on 19 March 2008, as amended. HBI’s registered office is located at Village 7, Nhi Thanh Commune, Thu Thua District, Long An Province, Vietnam. HBI’s principal activity is to construct and develop industrial zones. On 20 April 2011, the Group disposed 3,886,000 shares of investment in HBI. Accordingly, the Group lost of control in HBI and decreased the Group’s ownership interest in HBI from 80.78% to 46.69%. 21 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 5. INVESTMENTS (continued) 5.2 Investments in associates and joint venture (continued) Hoa Binh Phuoc Loc Tho Corporation (“HB Phuoc Loc Tho”), a shareholding company, was incorporated in accordance with Business Registration Certificate No. 0309478144 issued by the DPI of Ho Chi Minh City on 1 October 2009. HB Phuoc Loc Tho’s registered office is located at 235 Vo Thi Sau Street, Ward 7, District 3, Ho Chi Minh City, Vietnam. HB Phuoc Loc Tho’s principal activity is to provide construction services. Golden Lotus Securities Corporation (“Golden Lotus”), a shareholding company, was incorporated in accordance with Establishment License No 74/UBCKOGPHDDKD issued by the State Stock Exchange on 21 December 2007. Golden Lotus’s registered office is located at 27 Nguyen Dinh Chieu Street, Da Kao Ward, District 3, Ho Chi Minh City, Vietnam. Golden Lotus’s principal activities are to trade securities and to provide services on brokerage and investment advisory. Nhan Hung Construction Corporation ("Nhan Hung"), a shareholding company, was incorporated in accordance with Investment License No. 411032000067 issued by the People’s Committee of Ho Chi Minh City on 30 March 2009. Nhan Hung’s registered office is located at 210/25/2/5 Nguyen Thuong Hien Street, Ward 1, Go Vap District, Ho Chi Minh City, Vietnam. Nhan Hung’s principal activities are to construct civilian and industrial constructions, bridges and roads, traffic structures, underground constructions. 5.3 Other long-term investments VND 30 June 2011 31 December 2010 Binh An Plaza project (i) Binh Chieu Tower project (ii) Phuoc Kien Apartment project (iii) 23,666,260,000 10,686,800,000 4,131,821,504 22,749,890,000 10,686,800,000 4,131,821,504 NET 38,484,881,504 37,568,511,504 (i) This represents the Group’s investment to develop Binh An Plaza apartment project at Ward 7, District 8, Ho Chi Minh City in accordance with the Business Corporation Contract dated 19 December 2007. (ii) This represents the Group’s investment to develop Thu Duc House – Binh Chieu Building project at Binh Chieu New City, Binh Chieu Ward, Thu Duc District, Ho Chi Minh City in accordance with agreement dated 20 November 2007. (iii) This represents the Group’s investment to develop Phuoc Kien apartment and complex trade centre project at Lot 516, Phuoc Kien Commune, Nha Be District, Ho Chi Minh City in accordance with agreement dated 11 March 2008. 22 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 6. TRADE RECEIVABLES VND 30 June 2011 31 December 2010 Amounts due from third parties Amounts due from related parties (Note 30) Provision for doubtful debts NET 336,415,887,670 48,284,775 320,403,324,562 63,230,393 336,464,172,445 320,466,554,955 (409,124,965) (47,392,536) 336,055,047,480 320,419,162,419 Included in trade receivables is VND 286,659,497,904 which was pledged as collateral for loans obtained from commercial banks (Notes 17 and 22). 7. ADVANCE TO SUPPLIERS VND 30 June 2011 31 December 2010 Advance to third parties Advance to related parties Provision for doubtful debts NET 8. 121,424,979,882 - 57,992,200,993 318,516,968 121,424,979,882 58,310,717,961 (525,000,000) (525,000,000) 120,899,979,882 57,785,717,961 CONSTRUCTION CONTRACTOR RECEIVABLES BASED ON AGREED PROGRESS BILLINGS VND 30 June 2011 31 December 2010 9. Amounts due from third parties Amounts due from related parties (Note 30) 691,080,108,603 30,857,292,607 445,095,434,306 12,280,070,421 TOTAL 721,937,401,210 457,375,504,727 OTHER RECEIVABLES VND 30 June 2011 31 December 2010 Receivable from disposal of investment in a subsidiary Interest receivable Amounts due from related parties (Note 30) Others 18,652,800,000 3,558,221,048 5,292,491,053 3,916,628,651 534,065,045 4,573,282,050 2,854,376,858 TOTAL 31,420,140,752 7,961,723,953 23 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 10. INVENTORIES VND 30 June 2011 31 December 2010 Real estate Raw materials Property for sale Work in process Merchandise goods Goods in transit Tools and supplies Finished goods 105,334,532,110 79,464,121,105 67,253,805,254 17,255,121,911 2,745,331,917 558,367,444 220,719,716 170,504,181 20,773,600,000 53,374,888,531 67,231,077,981 5,594,569,949 2,948,343,701 32,126,020 261,444,241 135,506,985 TOTAL 273,002,503,638 150,351,557,408 Included in inventories is VND 12,169,435,304 which was pledged as collateral for the shortterm loans obtained from commercial banks (Note 17). 11. SHORT-TERM PREPAID EXPENSES VND 30 June 2011 31 December 2010 12. Tools and supplies Guarantee fees Others 24,122,527,266 1,452,647,766 925,725,163 5,160,579,695 680,303,245 549,574,117 TOTAL 26,500,900,195 6,390,457,057 OTHER CURRENT ASSETS VND 30 June 2011 31 December 2010 Advances to employees Deposits for construction contracts Others 7,032,476,129 2,135,099,127 170,600,000 6,588,038,725 2,410,613,553 - TOTAL 9,338,175,256 8,998,652,278 24 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 13. TANGIBLE FIXED ASSETS Machinery & equipment Building & structure Motor vehicles Office equipment VND Total As at 31 December 2010 Newly purchased Transferred from construction in progress Increase due to disposal of investments in subsidiary 392,453,051,961 152,405,879,868 1,951,288,862 - 9,723,995,937 1,363,194,091 5,631,727,469 1,043,362,719 409,760,064,229 154,812,436,678 332,138,000 - - 1,631,304,359 1,963,442,359 - - (498,565,900) (10,450,000) (509,015,900) As at 30 June 2011 545,191,069,829 1,951,288,862 10,588,624,128 8,295,944,547 566,026,927,366 In which: Fully depreciated 469,955,845 - - 254,350,047 724,305,892 (78,643,464,644) (27,773,616,916) (718,937,250) (142,914,362) (2,799,068,380) (567,187,930) (1,802,909,717) (845,113,510) (83,964,379,991) (29,328,832,718) - - 213,671,092 1,741,668 215,412,760 (106,417,081,560) (861,851,612) (3,152,585,218) (2,646,281,559) (113,077,799,949) As at 31 December 2010 313,809,587,317 1,232,351,612 6,924,927,557 3,828,817,752 325,795,684,238 As at 30 June 2011 438,773,988,269 1,089,437,250 7,436,038,910 5,649,662,988 452,949,127,417 77,060,576,024 407,117,130 - 77,908,594,263 Cost: Accumulated depreciation: As at 31 December 2010 Depreciation for the period Increase due to disposal of investments in subsidiary As at 30 June 2011 Net carrying amount: In which: Pledged as loan security (Notes 17 and 22) 25 440,901,109 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 14. INTANGIBLE FIXED ASSETS Land use rights Computer software Others VND Total As at 31 December 2010 Newly purchased 4,950,924,600 - 1,536,160,385 36,000,000 323,652,858 - 6,810,737,843 36,000,000 As at 30 June 2011 4,950,924,600 1,572,160,385 323,652,858 6,846,737,843 As at 31 December 2010 Amortisation for the period - (463,158,951) (153,129,543) (134,129,761) (22,854,044) (597,288,712) (175,983,587) As at 30 June 2011 - (616,288,494) (156,983,805) (773,272,299) As at 31 December 2010 4,950,924,600 1,073,001,434 189,523,097 6,213,449,131 As at 30 June 2011 4,950,924,600 955,871,891 166,669,053 6,073,465,544 In which: Pledged as loan security (Note 17) 4,500,924,600 - - 4,500,924,600 Cost: Accumulated amortisation: Net carrying amount: 26 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 15. 16. 17. CONSTRUCTION IN PROGRESS 30 June 2011 VND 31 December 2010 An Hai bridge project Le Royal An Nam resort project Equipment under installation and EPR software Nhi Thanh industry park and resettlement area and workers’ house projects Others 20,379,925,891 5,107,719,605 14,724,316,256 4,884,738,389 4,397,346,620 3,708,452,357 647,121,064 123,475,174,684 86,636,488 TOTAL 30,532,113,180 146,879,318,174 30 June 2011 VND 31 December 2010 Tools and equipment used for construction works Guarantee fees Others 46,506,060,793 3,394,291,719 647,738,640 33,844,546,173 6,677,362,892 TOTAL 50,548,091,152 40,521,909,065 30 June 2011 VND 31 December 2010 Loans from banks Loans from individuals Current portion of long-term loans (Note 22) 914,766,746,279 7,425,463,145 17,860,612,139 508,445,707,361 6,017,177,226 17,348,133,579 TOTAL 940,052,821,563 531,811,018,166 LONG-TERM PREPAID EXPENSES SHORT-TERM LOANS AND BORROWINGS Short-term loans from banks comprised: Name of bank 30 June 2011 Term and maturity date VND Interest rate Description of collateral (Notes 6, 10, 13 and 14) (%/pa) Standard Chartered Bank- Hanoi branch 311,158,818,813 From 1 July 2011 to 18 October 2011 16.67 18.48 Trade receivables Bank for Investment and Development of Vietnam - Ho Chi Minh branch 251,063,765,694 From 7 July 2011 to 20 December 2011 16.50 20.00 Land use rights; building & structure; cash in banks and cash equivalents; trade receivables and guaranteed by individuals 27 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 17. SHORT-TERM LOANS AND BORROWINGS (continued) Short-term loans from banks comprised: (continued) Name of bank 30 June 2011 Term and maturity date VND Interest rate Description of collateral (Notes 6, 10, 13 and 14) (%/pa) Vietnam Joint Stock 240,538,242,280 6 months and Commercial Bank for from 6 July Industry and Trade 2011 to 24 District 1 branch December 2011 HSBC bank (Vietnam) 38,571,919,763 4 months and Ltd. – Ho Chi Minh from 28 July branch 2011 to 3 October 2011 Lien Viet Joint Stock 17,793,159,933 From 14 Commercial Bank September Hanoi branch 2011 to 27 January 2012 Bank for Investment 15,090,491,126 3 months and and Development of from 25 July Vietnam - Hoan Kiem 2011 to 27 branch September 2011 Bank for Investment 13,230,498,999 6 months and and Development of from 6 July Vietnam – Ho Chi 2011 to 21 Minh branch December 2011 16.50 19.37 Unsecured 17.00 Trade receivables 20.00 22.50 Unsecured 19.00 20.50 An Binh Commercial Joint Stock Bank – Ho Chi Minh branch 6 months and from 17 September 2011 to 29 December 2011 8,539,512,250 6 months and from 24 December 2011 to 30 December 2011 20.50 – 22.00 Cash in banks and cash equivalents; trade receivables and guaranteed by individuals Machinery & equipment; motor vehicles; inventories; cash in banks and cash equivalents; trade receivables Cash in banks and cash equivalents; inventories; trade receivables 19.50 Trade receivables 2,938,346,481 19.00 20.00 Cash in banks and cash equivalents 6.50 7.00 Cash in banks and cash equivalents Sai Gon Thuong Tin Commercial Joint Stock Bank – Vo Thi Sau branch Bank for Investment and Development of Vietnam – Ho Chi Minh branch In which VND US$ 8,627,184,843 4 months and from 3 October 2011 to 31 October 2011 2,852,517,632 4 months and from 15 August 2011 to 24 October 2011 28 16.50 20.00 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 17. SHORT-TERM LOANS AND BORROWINGS (continued) Short-term loans from banks comprised: (continued) Name of bank 30 June 2011 Term and Interest maturity date rate VND (%/pa) Description of collateral (Notes 6, 10, 13 and 14) An Binh Commercial Joint Stock Bank – Saigon branch In which Loan 1 Loan 2 TOTAL 2,862,288,465 6 months and from 14 October 2011 to 20 June 2012 1,500,000,000 4 months and from 11 October 2011 to 15 October 2011 22.00 Unsecured 22.00 Inventories and trade receivables 914,766,746,279 Short-term loans from individuals comprised: 30 June 2011 Term and maturity date VND Interest rate Description of collateral (%/pa) Individuals Loan 1 3,028,200,000 From 2 April 2012 to 22 June 2012 12.60 20 Unsecured Loan 2 2,500,000,000 Undefined 20.00 Unsecured Employees’ investment fund 1,897,263,145 Undefined 12.50 Unsecured TOTAL 7,425,463,145 The Group obtained these loans to finance for its working capital requirements. 18. ADVANCES FROM CUSTOMERS 30 June 2011 VND 31 December 2010 Amounts due to third parties Amounts due to related parties (Note 30) 631,645,040,754 12,634,812,670 182,969,748,247 - TOTAL 644,279,853,424 182,969,748,247 29 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 19. 20. 21. STATUTORY OBLIGATIONS 30 June 2011 VND 31 December 2010 Corporate income tax (Note 29.2) Value-added tax Others 13,519,461,424 6,233,352,123 1,096,217,750 25,332,736,454 15,638,760,675 3,153,524,933 TOTAL 20,849,031,297 44,125,022,062 30 June 2011 VND 31 December 2010 Construction costs due to sub-contractors Interest expenses Others 51,517,622,830 10,064,204,228 1,111,046,475 11,074,041,666 1,603,032,718 1,240,401,097 TOTAL 62,692,873,533 13,917,475,481 30 June 2011 VND 31 December 2010 82,267,691,202 12,172,899,600 6,136,610,392 - 4,579,183,400 2,806,618,467 2,272,432,164 101,826,392,669 8,409,042,556 30 June 2011 VND 31 December 2010 Loans from banks 27,796,178,065 35,093,082,988 TOTAL 27,796,178,065 35,093,082,988 In which: Current portion (Note 17) Non-current portion 17,860,612,139 9,935,565,926 17,348,133,579 17,744,949,409 ACCRUED EXPENSES OTHER PAYABLES Deposits Dividends payable Allowance to members of the Board of Directors and the Board of Supervision Others TOTAL 22. LONG-TERM LOANS 30 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 22. LONG-TERM LOANS (continued) Long-term loans from banks comprised: Loan Contract No. 30 June 2011 Term and maturity date VND Description of Interest collateral rate (Notes 6 and 13) (%/pa) Bank for Investment and Development of Vietnam – Ho Chi Minh branch 38/2009/101285 (US$) 14,655,372,773 36 months and from 14 August 2011 to 14 August 2012 7.80 22/2009/101285 (VND) 2,325,258,000 36 months and from 22 September 2011 to 22 June 2012 21.50 Machinery & equipment; cash in banks and cash equivalents and trade receivables Sai Gon Thuong Tin Commercial Joint Stock Bank – Vo Thi Sau branch LD1024400184 10,011,802,250 48 months and from 3 September 2014 to 30 November 2014 17.60 – 19.65 Machinery & equipment Bank for Investment and Development of Vietnam – Phu Yen branch 01/08/HD TOTAL 803,745,042 60 months and from 19 August 2011 to 19 May 2012 22.00 Unsecured 27,796,178,065 The Group obtained these loans to finance for its purchase of machinery and equipments used for construction works. 23. LONG-TERM PROVISION This represents the warranty provision for construction projects. 31 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 24. OWNERS’ EQUITY 24.1 Increase and decrease in owners’ equity VND Share capital Share premium Treasury shares Foreign exchange Investment and difference development fund Financial reserve fund Undistributed earnings Total 12,580,855,178 4,865,847,240 38,916,520,174 575,506,586,969 For the six-month period ended 30 June 2010: As at 31 December 2009 Treasury shares purchased during the period Net profit for the period Profit appropriation Transferred to bonus and welfare fund Allowance for the Board of Directors Foreign exchange difference 151,195,400,000 368,383,473,203 - (435,508,826) - - (17,947,727,609) - - 7,721,936,042 2,573,978,682 52,689,399,313 (10,295,914,724) (17,947,727,609) 52,689,399,313 - - - - - - - (5,650,224,862) (5,650,224,862) - - - 435,508,826 - - (2,070,000,000) - (2,070,000,000) 435,508,826 As at 30 June 2010 151,195,400,000 368,383,473,203 (17,947,727,609) - 20,302,791,220 7,439,825,922 73,589,779,901 602,963,542,637 32,066,340,578 11,361,009,041 291,647,262 97,216,088 104,066,229,555 68,530,805,428 (40,571,630,000) (12,172,899,600) (388,863,350) 665,393,216,491 68,530,805,428 (12,172,899,600) - For the six-month period ended 30 June 2011: As at 31 December 2010 Net profit for the period Stock dividends Dividends declared Profit appropriation Transferred to bonus and welfare fund Utilization of fund Allowance for the Board of Directors Foreign exchange difference 167,310,030,000 40,571,630,000 - 368,383,473,203 - (17,947,727,609) - 153,861,723 - - - - - (3,000,000) - (639,769,285) - (639,769,285) (3,000,000) - - - (153,861,723) - - (4,586,120,432) - (4,586,120,432) (153,861,723) As at 30 June 2011 207,881,660,000 368,383,473,203 32,354,987,840 11,458,225,129 114,237,752,316 716,368,370,879 (17,947,727,609) 32 - Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 24. OWNERS’ EQUITY (continued) 24.1 Increase and decrease in owners’ equity (continued) During the period, the Group issued 4,057,163 new shares to its existing shareholders under the form of stock dividends via usage of undistributed earnings to increase its charter capital to VND 207,881,660,000 in accordance with the Shareholder’s Resolution on 27 April 2011. This issuance was approved by the State Securities Commission and the DPI of Ho Chi Minh City through the issuance of the amended Business Registration Certificate dated 6 April 2011. 24.2 Capital transactions with owners and distribution of dividends For the six-month period ended 30 June 2011 VND For the six-month period ended 30 June 2010 Beginning balance Increase 167,310,030,000 40,571,630,000 151,195,400,000 - Ending balance 207,881,660,000 151,195,400,000 12,172,899,600 - - Contributed capital Dividends Dividends declared Dividends paid 24.3 Share capital – ordinary share 30 June 2011 31 December 2010 Shares Par value (VND) Shares Par value (VND) Authorised shares 20,788,166 207,881,660,000 16,731,030 167,310,300,000 Shares issued and fully paid Ordinary shares 20,788,166 207,881,660,000 16,731,030 167,310,300,000 (500,000) (5,000,000,000) (500,000) (5,000,000,000) 20,288,166 202,881,660,000 16,231,030 162,310,300,000 Treasury shares Ordinary shares Shares in circulation Ordinary shares 33 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 25. BASIC EARNINGS PER SHARE Basic earnings per share are calculated as follows: Net profit for the period attributable to the Company’s shareholders (VND) Weighted average number of shares Basic earnings per share (VND) For the six-month period ended 30 June 2011 For the six-month period ended 30 June 2010 68,530,805,428 20,288,166 3,378 52,689,399,313 14,794,540 3,561 There have been no dilutive potential ordinary shares during the period and up to the date of these interim consolidated financial statements. 26. REVENUE 26.1 Revenue from sale of goods and rendering of services For the six-month period ended 30 June 2011 VND For the six-month period ended 30 June 2010 Gross revenue 1,326,057,736,640 746,515,721,415 Of which: Sale from construction contracts Sales of real estate Sale of merchandised goods Others 1,270,419,318,156 22,284,958,887 17,338,570,862 16,014,888,735 746,515,721,415 - (633,092,437) - Net revenue 1,325,424,644,203 746,515,721,415 Of which: Sale from construction contracts Sales of real estate Sale of merchandised goods Others 1,270,419,318,156 22,284,958,887 16,705,478,425 16,014,888,735 746,515,721,415 - For the six-month period ended 30 June 2011 VND For the six-month period ended 30 June 2010 Interest income Gains from disposal of investments Others 15,840,969,324 5,129,896,551 954,089,234 7,788,669,837 7,614,100,000 86,503,495 TOTAL 21,924,955,109 15,489,273,332 Less Sales returns of merchandised goods 26.2 Finance income 34 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 27. 28. 29. FINANCE EXPENSES For the six-month period ended 30 June 2011 VND For the six-month period ended 30 June 2010 Loan interest Unrealised foreign exchange losses Others 62,324,089,438 1,198,416,825 615,442,765 20,549,185,755 385,942,187 TOTAL 64,137,949,028 20,935,127,942 For the six-month period ended 30 June 2011 VND For the six-month period ended 30 June 2010 Other income Insurance compensation Rental income Others 2,902,688,663 2,294,568,280 608,120,383 2,238,783,816 977,397,955 1,261,385,861 Other expenses Rental expenses Others (422,914,061) (422,914,061) (1,306,841,055) (880,781,128) (426,059,927) NET 2,479,774,602 931,942,761 OTHER INCOME AND EXPENSES CORPORATE INCOME TAX The statutory corporate income tax (“CIT”) rate applicable to the Group is 25% of taxable profits except for Hoa Binh Hue Development Joint Stock Company (“HBL”) as explained in the following paragraph. HBL has the obligation to pay CIT at the rate of 15% of taxable profits for first fifteen (15) years and 25% of taxable profits for the years thereafter. HBL is entitled to an exemption from CIT for four (4) years from the first profit making year, and a 50% reduction for the following nine (9) years. The tax returns filed by Group are subject to examination by the tax authorities. As the application of tax laws and regulations is susceptible to varying interpretations, the amounts reported in the interim consolidated financial statements could change at a later date upon final determination by the tax authorities. 29.1 Current CIT expenses Current CIT expenses 35 For the six-month period ended 30 June 2011 VND For the six-month period ended 30 June 2010 21,809,709,721 17,678,107,148 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 29. CORPORATE INCOME TAX (continued) 29.2 Current CIT The current tax payable is based on taxable profits for the period. The taxable profits of the Group for the six-month period differs from the profit as reported in the interim consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted at balance sheet date. A reconciliation between the taxable profits and profit before tax is presented below: VND For the six-month For the six-month period ended period ended 30 June 2011 30 June 2010 Profit before tax Adjustments to increase (decrease) in accounting profits Unrealised profit (losses) Provision for severance allowance Losses of subsidiaries Non-deductible expenses Share of profits (loss) from associates and joint venture 89,123,934,279 70,484,015,539 4,993,039,667 3,670,561,084 278,477,649 143,910,763 (1,449,605,402) 500,807,952 50,329,914 (10,209,022,437) 1,583,904,701 Estimated current taxable profit 88,000,901,005 71,169,452,704 Estimated current CIT at flat rate of 25% CIT exemption 22,000,225,253 (190,515,532) 17,792,363,176 (114,256,028) 21,809,709,721 25,332,736,454 (33,622,984,751) 17,678,107,148 12,977,870,521 (3,181,108,986) 13,519,461,424 27,474,868,683 Estimated current CIT after exemption CIT payable at beginning of period CIT paid during the period CIT payable at end of period 36 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 29. CORPORATE INCOME TAX (continued) 29.3 Deferred corporate income tax The following are the deferred tax assets recognized by the Group, and the movements thereon, during the current and prior reporting period. Interim consolidated balance sheet 30 June 2011 31 December 2010 Provision for severance allowance Unrealised profit Accruals Provision for doubtful debts 30. 73,816,916 82,257,340 16,946,792 10,071,150 1,645,422,081 183,092,198 For the six- For the sixmonth period month period ended 30 ended 30 June 2011 June 2010 856,593,563 605,736,320 - 13,392,985 - Deferred income tax credit to the interim consolidated 1,462,329,883 income statement 13,392,985 Deferred tax assets 930,410,479 687,993,660 16,946,792 10,071,150 VND Interim consolidated income statement TRANSACTIONS WITH RELATED PARTIES Significant transactions with related parties during the period were as follows: Related parties Relationship Transaction Amount VND Construction Corporation No.1 Company Limited Hoa Binh Infrastructure Construction Investment Joint Stock Company Nhan Hung Construction Corporation Related party Construction works rendered by the Group 67,466,117,131 Associate Loans Interest income 7,097,000,000 1,777,980,663 Joint venture Interest income Capital contribution 26,032,725 648,000,000 37 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 30. TRANSACTIONS WITH RELATED PARTIES (continued) Amounts due to and due from related parties at the balance sheet date were as follows: Relationship Transaction Receivable (payable) VND Short term investments Hoa Binh Infrastructure Investment and Construction Joint Stock Company Associate Loans 20,704,856,717 Vietnam - Korean Housing Project & Development Company Limited Related party Loans 2,000,000,000 Tam Hoang Tan Trading and Technical Service Company Related party Loans 475,857,756 23,180,714,473 Trade receivable Golden Lotus Securities Corporation Associate Rental income 48,284,775 Director of HBE Borrowing 2,504,447,382 Mr Le Quoc Duy Member of the Board of Directors Borrowing 1,520,211,896 Mr Le Viet Hung Member of the Management Borrowing 679,884,430 Mr Pham Nguyen Cuong Director of AHA Borrowing 500,000,000 Mr Phan Minh Phuc Director of HBL Borrowing 49,447,345 Associate Loan interest 38,500,000 Other receivables Mr Pham Dieu Hoa Binh Infrastructure Investment and Construction Joint Stock Company 5,292,491,053 Construction contractor receivables based on agreed progress billings Construction Corporation No.1- Company Limited Related party Construction works rendered to related party 30,857,292,607 Construction works rendered to related party (12,634,812,670) Advance from customers Construction Corporation No.1Company Limited Related party 38 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 31. COMMITMENTS Operating lease commitments Operating lease commitments represent committed amounts relating to office rental under the operating lease agreements. Future rental amounts due as at 30 June 2011 are as follows: 30 June 2011 VND 31 December 2010 Less than 1 year From 1 - 5 years 3,591,985,488 2,698,896,200 3,582,171,320 4,485,074,776 TOTAL 6,290,881,688 8,067,246,096 Capital obligation commitments The total capital obligation commitments that the Group has entered into in relation to its other long-term investments as at 30 June 2011 was VND 167,380,838,496 (31 December 2010: VND 168,297,208,496). 32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s principal financial liabilities are loans and borrowings. The main purpose of these financial liabilities is to finance the Group’s working capital requirements and purchase of machinery and equipments used for construction works. The Group has loan receivable, trade and other receivables, trade and other payable and cash and short-term deposits that arise directly from its operations. The Group does not hold or issue any derivative financial instruments. The Group is exposed to market risk, credit risk and liquidity risk. Management reviews and agrees policies for managing each of these risks which are summarized below. Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise four types of risk: interest rate risk, currency risk, commodity price risk and other price risk, such as equity price risk. Financial instruments affected by market risk include loans and borrowings and deposits. The sensitivity analyses in the following sections relate to the position as at 30 June 2011 and 31 December 2010. The sensitivity analyses have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt are all constant. In calculating the sensitivity analyses, management assumed that the statement of the balance sheet relates to available-for-sale debt instrument; the sensitivity of the relevant income statement item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held as at 30 June 2011 and 31 December 2010. 39 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) Market risk (continued) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to market risk for changes in interest rate relates primarily to the Group’s long-term debt obligations with floating interest rates. The Group manages interest rate risk by looking at the competitive structure of the market to obtain rates which are favorable for its purposes within its risk management limits. Interest rate sensitivity The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings. With all other variables held constant, the Group’s profit before tax is affected through the impact on floating rate borrowings as follows: For the six-month period ended 30 June 2011 VND VND For the six-month period ended 30 June 2010 VND VND Increase/decrease in basis points VND Effect on profit before tax 300 -300 (833,885,342) 833,885,342 300 -300 (1,052,792,490) 1,052,792,490 Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities. The Group does not manage its foreign currency risk, as the Group's exposure to foreign currency risk is minimal at reporting date. Credit risk Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities primarily for trade receivables and from its financing activities primarily for deposit with banks. Trade receivables Customer credit risk is managed by the Group based on its established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. The requirement for impairment is analyzed at each reporting date on an individual basis for major clients. The Group seeks to maintain strict control over its outstanding receivables to minimize credit risk. 40 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 32. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) Credit risk (continued) Bank deposits The Group's bank balances are mainly maintained with well-known banks in Vietnam. Credit risk from balances with banks is managed in accordance with the Group’s policy. Investments of surplus funds are made only with approved counterparties. The Group’s maximum exposure to credit risk for the components of the balance sheet at each reporting dates are the carrying amounts as illustrated in Note 4. The Group evaluates the concentration of credit risk in respect to bank deposit is as low. Liquidity risk The liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligation due to shortage of funds. The Group’s exposure to liquidity risk arises primarily from mismatches of maturities of financial assets and liabilities. The Group monitors its liquidity risk by maintain a level of cash and cash equivalents and bank loans deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments: VND Less than 1 year From 1 to 5 years Total 30 June 2011 Loans and borrowings Trade payables Other payables and expenses 940,052,821,563 283,189,711,052 9,935,565,926 - 949,988,387,489 283,189,711,052 223,259,621,385 40,830,413,780 264,090,035,165 1,446,502,154,000 50,765,979,706 1,497,268,133,706 531,811,018,166 327,007,811,325 17,744,949,409 - 549,555,967,575 327,007,811,325 121,822,148,714 22,959,798,186 144,781,946,900 980,640,978,205 40,704,747,595 1,021,345,725,800 accrued 31 December 2010 Loans and borrowings Trade payables Other payables and expenses accrued The Group assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. Access to sources of funding is sufficiently available and debt maturing within 12 months can be rolled over with existing lenders. Collateral The Group has pledged its cash in banks and cash equivalents, trade receivables, inventories, machinery & equipments, building & structure and land use rights in order to fulfil the collateral requirements for the short-term loans and long-term loans obtained from banks (Notes 16 and 21). The Bank has an obligation to return these collateral to the Group. There are no other significant terms and conditions associated with the use of collateral. The Group did not hold any collateral from third parties at 30 June 2011 and 31 December 2010. 33. FINANCIAL ASSETS AND FINANCIAL LIABILITIES Set out below is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments that are carried in the interim consolidated financial statements. 41 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE INTERIM SEPARATE FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 33. FINANCIAL ASSETS AND FINANCIAL LIABILITIES (continued) VND Carrying amount 30 June 2011 Financial assets Short term deposits Trade receivables Receivable from related parties Other receivables Cash and cash equivalents Total Fair value 31 December 2010 30 June 2011 31 December 2010 (47,392,536) - 35,777,354,473 336,006,762,705 36,198,068,435 717,207,758,302 585,720,114,055 1,394,493,283 320,355,932,026 16,916,582,864 448,483,876,209 258,119,214,731 (47,392,536) 1,710,910,057,970 1,045,270,099,113 Cost Provision Cost Provision 35,777,354,473 336,415,887,670 36,198,068,435 717,207,758,302 585,720,114,055 (409,124,965) - 1,394,493,283 320,403,324,562 16,916,582,864 448,483,876,209 258,119,214,731 1,711,319,182,935 (409,124,965) 1,045,317,491,649 VND Carrying amount Financial liabilities Loans and borrowings Payable to related parties Trade payables Other current liabilities Total Fair value 30 June 2011 31 December 2010 30 June 2011 31 December 2010 949,988,387,489 283,189,711,052 223,259,621,385 549,555,967,575 318,516,968 326,689,294,357 121,822,148,714 949,988,387,489 283,189,711,052 223,259,621,385 549,555,967,575 318,516,968 326,689,294,357 121,822,148,714 1,456,437,719,926 998,385,927,614 1,456,437,719,926 998,385,927,614 The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following method and assumption were used to estimate the fair values: Cash, trade receivables, trade payables and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of borrowings is estimated by discounting future cash flows using rates currently available for debt or similar terms and remaining maturities. As at 30 June 2011, the carrying amounts of such borrowings, are not materially different from their calculated fair values. 42 Hoa Binh Construction & Real Estate Corporation B09a-DN/HN NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) as at and for the six-month period ended 30 June 2011 34. EVENT AFTER THE BALANCE SHEET DATE There has no any matter or circumstance that has arisen since the balance date that has affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent periods. Nguyen Thi Nguyen Thuy Chief Accountant Le Viet Hai General Director 29 August 2011 43