VIETNAM ENTERPRISE INVESTMENTS LIMITED

Strategic

Report

Governance

Financial

Statements

CONTENTS

Key Information

Founder’s Statement

Why Vietnam?

Chair’s Statement

The Portfolio Manager’s Team

Portfolio Manager’s Commentary

Company Overview

Investment Approach

ESG & Climate Change

Corporate Governance Statement

Audit and Risk Commiee Report

Directors’ Remuneration Report

Board of Directors

Report of the Board of Directors

Independent Auditors’ Report

Statement of Financial Position

Statement of Comprehensive Income

Statement of Changes in Equity

Statement of Cash Flows

Notes to the Financial Statements

Shareholder

Information

Most popular

surname

Nguyen

GDP/Capita

US$4,700

Vietnam Enterprise Investments Limited - Annual Report 2024

100

15 0

200

250

300

Greece

Kuwait

Pakistan

Vietnam

Sri Lanka

Colombia

Romania

Rising FDI Disbursement

Sustainable GDP Growth

China

ietnam

2021

Daily i

e of

e than US$20

2030

China

dia

azil

esia

Russia

Japan

Germa

Thaila

ietnam

Philippi

Rising Consumer Aﬄuence

The world’s biggest consumer markets

% YoY

SOURCE: GSO

Market Cap Leader

US$ bn

(31 December 2024)

US$ bn

(31 December 2024)

SOURCE: Bloomberg

EM countries

Frontier countries

116

281

SOURCE: GSO

US$bn

SOURCE: BROOKINGS INSTITUTE, HSBC

GDP growth has been strong over the past decade and

averaged 6.5% per annum over the last 30 years.

FDI disbursements have also risen steadily over the past

decade, hiing US$25.4bn in 2024 (up 9.5% year-on-year)

Vietnam is set to become the tenth

largest global consumer market

by 2030, overtaking the UK and

Germany to become a high income

nation by 2045. Increasing incomes

and youthful demographics are

quickly changing consumer habits.

Vietnamese consumers are also

now more discerning, with growing

interest for “best” or “best value”

rather than just “aﬀordable”.

Vietnam’s equity market is not only signiﬁcantly

larger than most frontier markets but also surpasses

many emerging markets. By the end of 2024 , Vietnam’s

stock market capitalisation had reached US$281bn,

equivalent to 60% of GDP, a higher ratio than several

neighbouring countries, including Indonesia.

Vietnam Enterprise Investments Limited - Annual Report 2024

Chair’s Statement

In the year under review the Vietnam index (“VNI”) rose

12.1% in local terms, or 8.8% and 10.8% in US$ and GBP

terms. VEIL’s net asset value (NAV) outperformed the

VNI by 3.4%, rising 12.2% in US$ and 14.3% in sterling,

although the share price rose 9.9% in sterling terms

as the discount widened from 18.1% (29 December

2023) to 21.2% (31 December 2024) over the period.

It was encouraging that the portfolio restructuring

undertaken by the new lead fund manager Le Anh

Tuan, who took over in February 2024, and the tighter

investment process has resulted in improved relative

performance over the calendar year. There is more

detail in the Portfolio Manager’s Review that follows,

where it explains how the diversiﬁcation of the portfolio

to reduce stock speciﬁc risk and the increase in mid cap

holdings has enhanced performance.

Over the year the Board has put in place a number

of other measures aimed at enhancing shareholder

returns and increasing demand for the Company’s

shares in order to reduce the discount.

This was a more than threefold increase from the

previous year and signiﬁcantly above the rise in

buybacks across the investment trust industry as a

whole. Buying back shares at a discount enhances

the NAV of the shares and the estimated uplift to

the company’s NAV was 1.8%. As at 29 April 2025, the

Company had repurchased a further 4.8 million shares,

2.6% of the weighted average number of Ordinary

Shares outstanding, since year-end.

As part of its commitment to shareholder value, the

Board has proposed a ﬁve-year performance-related

100% Conditional Tender Oﬀer. This will be triggered if

VEIL’s net asset value (NAV) total return underperforms

its reference index, currently the VN Index, over the

period from 31 March 2025 to 31 March 2030. While

the Board is conﬁdent in the Investment Manager’s

ability to generate outperformance, this mechanism

provides shareholders with the option to realise up to

100% of their holdings should performance fall short.

If triggered, the tender oﬀer will be based on NAV less

associated costs, ensuring fair treatment for both

exiting and continuing shareholders.

Discount Control Mechanisms

VEIL undertakes an active share buyback programme

and the Board has been concerned about the level

of the discount, which has averaged just over 18.9%

over the year. In part this has reﬂected challenging

conditions for London-listed Investment trusts, which

have resulted in a widening of discounts across the

sector in recent years. Emerging and Frontier markets

have also been out of favour, causing signiﬁcant selling

of the Vietnamese market by foreigners. In 2024, the

Company repurchased 16.3 million shares, representing

8.1% of the weighted average number of Ordinary

Shares outstanding, at a total cost of US$121mn.

Despite global headwinds,

Vietnam’s economic fundamentals

remain sound, and we believe the

portfolio is well placed to beneﬁt from

the country’s domestic growth potential.

Sarah Arkle

Independent Non-Executive Director – Chair of The Board

“

Diversifying The Shareholder Base

The Board is seeking to raise the proﬁle of the Company

in an eﬀort to increase demand for its shares. The

Company has upgraded the website, appointed a

new PR ﬁrm, and the Manager has strengthened their

marketing resource, including the appointment of a

new product specialist in London. The Board has also

introduced a US$ listing, alongside the Sterling quote

with the aim of aracting new investors and diversifying

the shareholder base.

Vietnam Enterprise Investments Limited - Annual Report 2024

Chair’s Statement

Board

Governance

Gordon Lawson retired from the Board on 30 June 2024

and I took over his position as Chair.

Entela Benz-Saliasi

also retired from the Board on 30 November 2024. The

Board would like to thank Gordon and Entela for their

contributions to the Company over a number of years.

The

Board

has

increased

its

amount

direct

consultation with shareholders. Charles Cade became

Senior Independent Director in January 2025 and the

Board has been refreshed with the appointment of

Eddy Jetjirawat as of 1 March 2025. Eddy brings a wealth

of investment experience across Asia and Vietnam

from his time at Temasek, a Singaporean state-owned

multinational investment ﬁrm. In light of a recent

benchmarking exercise the Board will be reviewing

Directors-fees in the second half of 2025.

The strong economic growth, driven by infrastructure

spending and a recovery in consumer demand against

a backdrop of low inﬂation, looked set to continue for

2025.

However President Trump’s recent introduction

of very high tariﬀs has derailed the previously very

positive economic outlook for Vietnam.

Whilst Vietnam’s economic growth could come in

signiﬁcantly lower than had been expected, the portfolio

remains focused on strong companies that will beneﬁt

from domestic growth and increased infrastructure

spending as sentiment towards the economy and

market returns. The closed end

structure has meant

that, against the recent sharp falls in markets, the

Company has not had to be a forced seller of shares on

the back of investor outﬂows. The Company beneﬁts

from Dragon Capital’s well-resourced and experienced

research team and the Company’s size will give it an

advantage in sourcing aractive placements of stock

and IPOs when they return to the market.

Vietnam’s

strong track record of adapting to external conditions,

coupled with its commitment to supporting growth and

its young, highly educated population should provide

a solid foundation for the economy over the medium

term.

The

Board

monitors

the

discount

which

the

Company’s shares trade relative to their underlying

net asset value and will continue to repurchase shares

whilst the discount remains wide. The Board believes

that the medium term objective should be for the

discount to narrow to 10% or less and may consider

further steps to meet this objective if it considers it

in the best interests of shareholders to do so. There

is, however, no guarantee that any steps the Board

may undertake will have the eﬀect of narrowing

the

discount. The Directors remain cautiously optimistic

about the medium-term outlook for Vietnam and would

encourage shareholders to vote against the 5 yearly

discontinuation vote, to be held at the AGM in London

on 18 June 2025.

Management Fee

The Management Fee was reduced to a ﬂat rate of

1.5% with eﬀect from 1 July 2024, which is a lower and

simpliﬁed fee structure.

Outlook

Over 2024 Vietnam’s economy delivered 7.1% GDP

growth, one of the highest rates globally. This was

supported by public investment, FDI inﬂows, and

recovering

consumer

demand.

Inﬂation

remained

within target at 3.6%, while a record US$24.2bn in

FDI

disbursement

underscored

continued

investor

conﬁdence. The Government, with its low debt to

GDP level of 33-34% at the end of 2024, has pursued

structural

reforms

streamline

bureaucracy,

accelerate

infrastructure

projects,

and

modernise

capital markets. If fully implemented, these initiatives

are expected to improve long-term economic eﬀiciency

and strengthen Vietnam’s investment landscape.

Sarah Arkle

Chair

Vietnam Enterprise Investments Limited

AGM Announcement

The Annual General Meeting (AGM) of shareholders

will be held at Stationers’ Hall, London, at 12:00 pm on

18 June 2025 followed by lunch. The Board encourages

all shareholders to aend, as the AGM provides an

opportunity to engage directly with the Directors

and

Investment

Manager,

discuss

the

Company’s

performance, and ask any questions. The VEIL AGM will

include a discontinuation vote. The Directors will be

voting their own shares against discontinuation, and

urge shareholders to do the same.

Vietnam Enterprise Investments Limited - Annual Report 2024

Lead Portfolio Manager

•

MA in Corporate Finance from the University of

Economics Ho Chi Minh City.

•

Joined Dragon Capital in 2006 as Senior Analyst,

became Co-Portfolio Manager of an SMA for a top

Nordic Sovereign Wealth Fund from 2013, promoted to

sole Portfolio Manager in 2016.

•

Appointed Lead Portfolio Manager of VEIL in 2024.

Co-Portfolio Manager

•

BA in Money and Finance from Victoria University of

Wellington, New Zealand, and earned her Executive

MBA from the University of Hawaii in 2011.

•

Started as an auditor with Ernst & Young, joined

Dragon Capital in 2007 as an analyst.

•

Promoted to Deputy Portfolio Manager of VEIL in 2014,

Co-Portfolio Manager in 2024.

Co-Portfolio Manager

•

14 years of ﬁnance experience in Vietnam.

•

Educated in the UK, degree in Economics, Finance, and

Management from Queen Mary, University of London.

•

Worked at VNDirect Securities and IPA Asset Management,

joined Dragon Capital in 2014 as a Research Analyst,

promoted to Co-Portfolio Manager in 2024.

Tuan Le Anh

THE PORTFOLIO

MANAGER’S TEAM

Thao Ngo Thanh

Tuan Bui Minh

Vietnam Enterprise Investments Limited - Annual Report 2024

Portfolio Manager’s Commentary

Company

Ticker

Sector

Performance

2024FY

(%)

31 December 2024 Weight

31 December 2023 Weight

VEIL

(%)

VNI

(%)

Over / (Under)

(%)

VEIL

(%)

VNI

(%)

Over /(Under)

(%)

MOBILE WORLD

MWG

Consumer Discretionary

36.8

8.4

1.7

6.7

4.9

1.4

3.5

FPT CORPORATION

FPT

Information Technology

76.2

8.4

4.3

4.1

6.3

2.7

3.6

VP BANK

VPB

Financials (Banks)

0.4

7.2

2.9

4.3

9.2

3.4

5.8

ASIA COMMERCIAL BANK

ACB

Financials (Banks)

22.4

6.1

2.2

3.9

8.6

2.1

6.5

VIETCOMBANK

VCB

Financials (Banks)

8.2

6.0

9.8

(3.7)

6.9

9.9

(3.0)

TECHCOMBANK

TCB

Financials (Banks)

52.3

5.4

3.3

2.0

3.4

2.5

1.0

HOA PHAT GROUP

HPG

Materials

(0.1)

5.3

3.3

2.0

9.4

3.6

5.8

VIETINBANK

CTG

Financials (Banks)

32.8

4.9

3.9

1.0

1.9

2.9

(0.9)

KHANG DIEN HOUSE

KDH

Real Estate

20.4

4.2

0.7

3.5

2.9

0.6

2.4

DUC GIANG CHEMICALS

DGC

Materials

20.9

3.8

0.9

3.0

1.6

0.8

SACOMBANK

STB

Financials (Banks)

25.7

3.4

1.3

2.0

1.7

1.2

0.6

MB BANK

MBB

Financials (Banks)

31.0

3.3

2.6

0.7

3.1

2.1

0.9

FPT RETAIL

FRT

Consumer Discretionary

65.2

3.3

0.5

2.8

0.0

0.3

(0.3)

SAIGON SECURITIES INC

SSI

Financials (Diversiﬁed)

(3.2)

3.1

1.0

2.1

3.0

1.1

2.0

BECAMEX

BCM

Real Estate

9.0

3.0

1.4

1.6

2.6

1.4

1.2

VINHOMES

VHM

Real Estate

(11.8)

2.5

3.2

(0.6)

3.8

4.2

(0.4)

PHU NHUAN JEWELRY

PNJ

Consumer Discretionary

10.6

2.0

0.6

1.4

2.6

0.6

2.0

MASAN GROUP

MSN

Consumer Staples

(0.5)

1.5

1.9

(0.4)

1.7

2.1

(0.4)

DAT XANH GROUP

DXG

Real Estate

(23.2)

1.5

0.2

1.3

2.3

0.3

2.0

VINAMILK

VNM

Consumer Staples

(4.9)

1.4

2.5

(1.2)

2.6

3.1

(0.5)

VEIL Top 20 Holdings

Economic Backdrop

Vietnam’s political landscape remained stable in 2024, with

General Secretary To Lam assuming oﬀice in August and

seing an ambitious economic agenda. His administration

has prioritised pro-growth policies. The centrepiece of

this strategy is an expansive infrastructure plan, with

public investment projected to reach US$31bn in 2025,

targeting highways, airport expansions, and high-speed rail

development.

Perhaps the most profound shift in 2024 was the change

in political dynamics, which ushered in a more proactive

government.

This

has

sparked

optimism

among

local

corporates, as reforms move forward in three key areas:

restructuring ministries to improve eﬀiciency, accelerating

infrastructure investment focusing on streamlining decision-

making and execution, and prioritising technology as a

catalyst for future growth. If these initiatives are successfully

implemented, Vietnam could be on the cusp of a decade of

rapid expansion, comparable to China in the 2010s, Thailand

in the 2000s, and South Korea in the 1980s.

If 2022 was a year of turmoil and 2023 one of stabilisation,

then 2024 was the foundation for a new era of accelerated

growth. GDP expanded by 7.1%, at the upper end of forecasts,

supported by controlled inﬂation at 3.6%, well below the

government’s 4.0–4.5% target. The current account surplus

improved to US$20.7bn from US$17.4bn in 2023, and FDI

disbursement hit a record US$24.2bn. A key macroeconomic

challenge was FX depreciation of 5.1% over the year

, driven by

a strong US Dollar Index (DXY), which impacted currencies

globally, including Vietnam.

The Vietnam Index (VNI)

started 2024 on the front foot, rallying

15% in the ﬁrst four months, becoming one of the world’s best-

performing equity markets. However, momentum slowed, and

the VNI eﬀectively moved sideways for the remainder of the year,

closing up 8.8% in USD total return terms.

Positive developments in capital markets included the long-

awaited tackling of the pre-funding requirement for foreign

investors, bringing Vietnam closer to Secondary Emerging Market

reclassiﬁcation by FTSE Russell. Corporate earnings rebounded

strongly after two years of contraction, with Dragon Capital’s

Top-80 universe delivering EPS growth of 22.3% YoY, exceeding

initial expectations. Listed equity earnings growth was broad-

based across sectors, except for property, where earnings

typically lag due to revenue recognition at project completion.

Nonetheless, increased transaction volumes, absorption rates,

and new launches all point to early signs of real estate recovery.

A key challenge was the record-high combined foreign investor

outﬂows of US$3.5bn from the equity market, driven by a strong

DXY, high US Treasury yields, and rotation into US equities. This

trend was not unique to Vietnam, with similar outﬂows across

Emerging Markets (EM). There were also planned exits from

strategic and private equity players, whose investment horizons

in certain companies reached maturity. Nevertheless, it must

be acknowledged that there has been a clear rotation from

foreign investors away from Vietnam over the last two years.

Consequently, foreign ownership of Vietnamese stocks on the Ho

Chi Minh Stock Exchange hit the lowest level in the last ten years

by the end of 2024 at 12.8%, down from a high of approximately

21% on in February 2020. Despite this, the domestic retail

investor base, which accounts for over 90% of market trading,

absorbed the outﬂows, supporting market stability.

Stock Market

Vietnam Enterprise Investments Limited - Annual Report 2024

Portfolio Manager’s Commentary

Continued

Portfolio Restructuring

VEIL’s investment themes remain anchored in Vietnam’s

long-term

growth

drivers:

banking

(the

backbone

economic development and 40% of the VNI), supply chain

shifts, infrastructure development, urbanisation, and retail

modernisation. Against this backdrop, we halved our steel

exposure, increased our allocation to the retail sector, and

focused on ﬁve key sectors: ﬁnancials, real estate, consumer

discretionary, materials, and IT.

Since my appointment as Lead PM in February 2024, we have

actively restructured the portfolio, adding 13 new positions,

fully exiting 5, and increasing allocations to 8 high-conviction

names. This was funded by trimming 19 high-beta stocks.

A signiﬁcant part of the new additions to the portfolio has

been focused on high growth small-mid caps names. The

combined weight of these 13 names was 9.1% of NAV and

VEIL was overweight 5.5% in these companies compared to

the benchmark’s weighting. Over the past two years, some

of these smaller names represented the fastest growing

sectors of the Vietnamese stock market such as logistics

and brokerages. The impact has been signiﬁcant, with newly

added and incremental investments into existing positions

contributing 6.7% to overall performance in 2024.

Performance and Aribution Analysis

By Sector (%)

By Asset Type

Listed Equity

Net Cash and Cash equivalents

Unlisted Equity

95.8

2.3

1.8

Weight (%)

Asset Type

As of 31/12/2024

Asset Allocation

VEIL

VNI

Financials - Banks

Consumer Discretionary

Financials - Diversiﬁed

Consumer Staples

Real Estate

Materials

Energy

Information Technology

Industrials

Utilities

Cash

Others

5.59

9.03

4.73

1.46

8.70

12.65

8.10

3.85

3.69

40.36

1.72

0.97

4.23

8.07

2.06

9.46

14.94

3.90

5.24

13.23

36.19

1.84

VEIL’s Net Asset Value (NAV) increased by 12.2% in 2024,

outperforming the VNI’s total return in USD terms by 3.4%.

This strong performance brought VEIL to parity on a three

year rolling basis and ahead of the VNI across all other time

horizons on a cumulative basis since the inception of the VNI,

aligning with its targeted outperformance over a three-year

period. Despite the VNI trading within a tight range for most

of the year, VEIL outperformed in every quarter, reﬂecting a

more balanced portfolio positioned for the recovery themes

of 2023-2024.

VEIL has consistently been overweight in the IT sector via its

holding in FPT (VEIL 8.4% vs VNI 4.3%) over the past 5 years.

FPT, as a key representation of the IT sector, aracted strong

investor conﬁdence as technology became a core focus of

the government’s growth agenda. Its consistent earnings

growth and strategic positioning reinforce its potential as a

future ﬂagship stock in Vietnam’s market.

The recovery in consumer discretionary spending led to a

signiﬁcant rotation into the retail sector, increasing from 7.3%

at the start of the year to 13.3% by year-end, an overweight of

3.7% compared to the VNI. Mobile World Group (MWG), where

VEIL has an 8.4% weight (overweight by 6.7%), emerged as

a major beneﬁciary. MWG’s grocery segment became the

market leader domestically, and following a challenging 2023

where EPS declined by 96%, earnings rebounded 21.2x to pre-

2023 levels. MWG’s share price rose 36.8%, making it VEIL’s

largest holding by year-end. Another high conviction name in

the sector, FPT Retail

(FRT, 3.3% in VEIL vs 0.5% in VNI) also

performed exceptionally well, rising 73.5% after expanding

its pharmacy chain Long Chau by 30% to 1,943 stores, making

it Vietnam’s largest, and scaling up its vaccination network

from 10 to 116 centres. Its share price was further supported

by a capital-raising plan at Long Chau, unlocking additional

value for the parent company.

The banking sector, the largest in the VNI representing over

40% of the index, was underweight in VEIL’s portfolio at 35–

37% throughout the year, but careful stock selection drove 30

bps of alpha. Our overweight position in Techcombank (TCB),

where VEIL has 5.4% compared to 3.4% in the VNI, was the top

performer, rising 52.3%. TCB became the ﬁrst private, non-

state-owned bank in Vietnam to surpass US$1bn in pre-tax

earnings. VEIL’s underweight position in both of the largest

banks in the VNI - Vietcombank (VCB, 8.2% in the VNI) and

BIDV (BID, 5.0% in the VNI) - by 2.1% and 5.0% respectively,

beneﬁted relative performance as both underperformed,

rising 8.2% and 0.3%, respectively. However, VP Bank (VPB),

one of VEIL’s largest bank holdings, in which it holds 7.2% vs.

2.9% in the VNI, saw its share price rise only 0.4% despite

a 58.2% increase in net proﬁt. Foreign selling pressure,

particularly a US$160mn net outﬂow from one of its major

foreign shareholders, weighed on the stock, although its

strategic placement with Sumitomo in 2023 positions it well

to beneﬁt from Vietnam’s economic acceleration.

Vietnam Enterprise Investments Limited - Annual Report 2024

Portfolio Manager’s Commentary

Continued

Outlook

The potential for tariﬀs under a second Trump administration

has been widely discussed, but the proposed 46% tariﬀ rate

is unexpectedly high and has caught many by surprise. While

there may be room for negotiation toward a lower rate in the

near future, the announcement has nonetheless impacted

investment activities and import-export dynamics in Vietnam.

In response, the Vietnamese government is accelerating

eﬀorts to shift the economy toward more domestically

driven growth, supported by public investment and proactive

government policies, rather than relying heavily on external

demand. In addition, a range of support packages is expected

to be introduced to cushion the impact of a potential global

trade war.

Notwithstanding

external

challenges,

Vietnam’s

macroeconomic fundamentals remain strong, positioning the

country well for the coming year. Inﬂation remains controlled,

exports continue to grow at double-digit rates, and a robust

trade surplus supports a strong current account position.

Public debt remains low at just 37% of GDP, providing ample

ﬁscal ﬂexibility.

Over the past decade, Vietnam has consistently delivered

annual GDP growth of 6.5–7.0%. The government is targeting

GDP growth of 8% or higher in 2025, with ambitions for double-

digit GDP growth from 2026 to 2030. These targets have now

become more challenging since the US tariﬀ announcements,

but the ongoing structural reforms should help provide the

necessary framework to sustain the government’s 5-year

plan from 2026 onward.

For the equity markets, an upgrade for Vietnam to FTSE

Secondary Emerging Market (EM) status is likely in 2025,

with key barriers having been addressed, notably the pre-

funding requirement for foreign investors. The inclusion of

more Vietnamese ﬁrms in global indices will create a broader,

more accessible market for both local and international

investors. The government’s ambitious development plan

has increased the demand for capital, both through private

placements of listed companies and an anticipated new

wave of IPOs over the next couple of years which will expand

investment opportunities. Capital market transactions have

been an historical strength for VEIL. The management team

is identifying suitable transactions and unique opportunities

that ﬁt into its long-term investment vision.

The anticipated implementation of a new trading system and

the introduction of a Central Counterparty Clearing service

will further help enhance market eﬀiciency and liquidity.

While the direction of foreign capital ﬂows remains diﬀicult

to predict, these reforms are expected to increase domestic

investor participation, a trend observed over the past four

years. Early indicators suggest a potential turnaround in

Vietnam’s real estate sector in 2025, supported by improving

liquidity, policy measures to assist developers, and renewed

demand in the residential segment. A recovery in real estate

would beneﬁt both VEIL’s direct property holdings and its

banking exposure, as banks are the primary providers of

credit to developers and mortgage borrowers. Additionally,

credit expansion driven by urbanisation and infrastructure

development could further support growth in both sectors.

In light of recent developments, we have revised down our

earnings forecasts for the market, but still believe high

single digit EPS growth should be achievable in 2025, puing

Vietnam on an undemanding valuation relative to regional

peers. We believe the VEIL portfolio is well placed to capture

Vietnam’s potential growth, being almost exclusively focused

on the domestic economy. With minimal direct portfolio

exposure to the export-related sectors, there is a degree of

insulation from the potential impact of new tariﬀs.

With low public debt, political stability, and increasing

infrastructure investment, Vietnam is well positioned to

navigate the current period of uncertainty. We remain

conﬁdent that the portfolio should be underpinned by

strong economic fundamentals which should support its

performance over the medium term.

On the downside, the materials and resources sectors were a

detractor to performance, with VEIL’s overweight position in

steel producers aﬀected by weak output prices and concerns

over trade protectionism in export markets. Despite reducing

its exposure from 11.5% to 5.5%, VEIL remains overweight by

1.8% in the sector, believing that Vietnam’s infrastructure

expansion will drive long-term demand. Hoa Phat Group

(HPG), Vietnam’s biggest steel producer and a VEIL’s biggest

holding at 5.3% vs 3.3% in the VNI, announced plans to

establish a division for high-quality steel production for

high-speed rail projects, aligning with the government’s

infrastructure development agenda.

The real estate sector, where VEIL holds 16.9% and remains

overweight by 5.7%, underperformed, with investor sentiment

remaining weak throughout 2024. Slow project launches,

sluggish sales, and liquidity challenges persisted, leaving

cash ﬂow tied up in unﬁnished developments. In consumer

staples, VEIL’s underweight position in Vinamilk (VNM, 1.4% in

VEIL vs 2.6% in VNI) and Sabeco (SAB, 0.0% in VEIL vs. 1.4% in

VNI) contributed positively.

Vietnam Enterprise Investments Limited - Annual Report 2024

Company Overview and Strategy

Investment Environment

Vietnam Enterprise Investments

Limited (“VEIL”) aims to achieve

medium-to-long-term capital

appreciation of its assets.

Benchmark

VEIL does not formally benchmark

against any index but seeks to

outperform the Vietnam Index (“VN

Index”), a capitalisation-weighted index

of all companies listed on the Ho Chi

Minh City Stock Exchange (“HOSE”),

on a three-year rolling basis. The VN

Index is available on Bloomberg under

“VNINDEX VN Equity.”

Business Model

VEIL was incorporated in the Cayman

Islands on 20 April 1995 as an exempted

company under the Companies Law

(Revised), Cap. 22. It operates as a

closed-end investment fund and is

the longest-running and largest fund

focused on Vietnam, primarily investing

in listed and pre-IPO Vietnamese

companies.

On 5 July 2016, VEIL’s shares were

admied to the premium segment of

the Financial Conduct Authority’s (FCA)

Oﬀicial List and began trading on the

London Stock Exchange’s main market.

On 18 July 2017, VEIL was included in the

FTSE 250 Index.

Investment Policy

Asset Allocation

VEIL seeks to achieve its investment

objective by investing in companies

primarily operating in, or with signiﬁcant

exposure to, Vietnam.

Whilst VEIL’s portfolio will reﬂect a focus

on Vietnam, VEIL may also invest up to,

in aggregate, 20 per cent. of Net Asset

Value (“NAV”) at the time of investment, in

companies operating in, or with signiﬁcant

exposure to Cambodia and Laos.

VEIL expects that the majority of the

investments comprising the portfolio will

be equity securities admied to trading on

the Ho Chi Minh City Stock Exchange, the

Hanoi Stock Exchange, the Unlisted Public

Company Market (“UPCoM”) or on other

stock exchanges.

VEIL may, nonetheless, invest in unlisted

equity securities and listed or unlisted debt

securities or loan instruments.

The companies in which VEIL will invest may

have any market capitalisation and may

operate in any industry. In respect of the

debt securities in which VEIL may invest,

these may be ﬁxed or ﬂoating rate and may

have any credit rating or may be unrated.

VEIL may seek exposure to securities

directly or indirectly and VEIL may use

derivatives for investment purposes and

eﬀicient portfolio management.

VEIL may invest in investment companies

that have, as their main objective, a focus

on investing in securities falling within the

VEIL’s investment policy.

Vietnam Enterprise Investments Limited - Annual Report 2024

Investment Restrictions

VEIL will observe the following investment

restrictions in each case calculated at

the time of investment:

No more than 20 per cent. of the gross

assets of VEIL may be exposed to the

creditworthiness or solvency of a single

counterparty;

No more than 20 per cent. of the gross

assets of VEIL may be invested in

any one issuer; and

No more than 40 per cent. (or, if higher,

the relevant sector weight in the

Vietnam Ho Chi Minh Stock Index, the

“VN Index”, +5 per cent.) of the gross

assets of VEIL may be invested in any

one industrial sector.

Borrowing

VEIL is permied to borrow money and to

charge its assets. VEIL will not have aggregate

borrowings in excess of 20 per cent. of VEIL’s

NAV at the time of borrowing.

VEIL may borrow for the purposes of capital

ﬂexibility, including for investment purposes.

The Board will oversee the level of gearing

in VEIL, and will review the position with the

Investment Manager on a regular basis.

Board Composition

The Board supports diversity, appointing

members based on qualiﬁcations, experience,

and the need for balanced perspectives. As of

31 December 2024, the Board comprised ﬁve

non-executive Directors, four of whom are

independent.

During the reporting period, Gordon Lawson

(Independent Non-Executive Director) stepped

down as part of the Board’s succession plan

on 30 June 2024, and Entela Benz-Saliasi

(Independent Non-Executive Director) resigned

on 30 November 2024.

Investments in other investment companies

will not exceed 10 per cent. of NAV at the

time of investment.

VEIL does not intend to take legal or

management control of any investee

company.

VEIL may also hold cash or other short-term

investments such as commercial paper or

certiﬁcates of deposit.

Under normal market conditions, it is

expected that VEIL will be substantially

fully invested in investments meeting its

investment policy.

However, where considered prudent to do so

(for example, in the event of a lack suitable

investment opportunities or in times of

falling markets or market volatility), VEIL’s

portfolio may reﬂect a signiﬁcant weighting

to cash or other short-term investments.

Changes to Investment Policy

No material change will be made to the

investment policy without the approval of

Shareholders by ordinary resolution.

In the event of a breach of the investment

and borrowing restrictions set out in the

investment policy, the Investment Manager

shall inform the Board upon becoming aware

of the same and if the Board considers the

breach to be material, notiﬁcation will be

made to a Regulatory Information Service.

The Board will oversee the level of gearing

in VEIL, and will review the position with the

Investment Manager on a regular basis.

Company Overview and Strategy

Vietnam Enterprise Investments Limited - Annual Report 2024

The Articles of Association of the Company require it to oﬀer shareholders an opportunity to vote for the

wind-up of the Company every ﬁve years, giving them an opportunity to decide on the ongoing operation

of VEIL. In particular, the Company will put before the annual general meeting in June 2025 a Special

Resolution to wind up the Company eﬀective 31 December 2027.

Discontinuation Vote

The Company is a member of the Association of Investment Companies (AIC), supporting best practices

in governance and reporting.

Membership Of The AIC

Company Overview and Strategy

On 7 March 2025, the Company announced that it proposed to introduce a ﬁve-year performance-related

100% conditional tender oﬀer. For more details, please refer to page 92.

Subsequent Events

Vietnam Enterprise Investments Limited - Annual Report 2024

Investment Approach

Investment

Strategy

Execution

Portfolio

Monitoring

Objective: Consistent Performance Across Funds

Macro & Equity

Rating

Sector

Rating



Research

Portfolio

Simulation

Portfolio

Execution

Portfolio

Monitoring

Stock

Selection

Market

Regime

Sector

Allocation

Technology Support

IRIS & IRISAI

Step-by-Step Investment Process

Single stock positioning vs. PM’s view and house view

Sector positioning vs. PM’s view and house view

Portfolio composition across beta level, market cap

Sector Level

Cluster Level

Stock Level

CONSISTENCY AND

RISK MANAGEMENT ACROSS MULTIPLE LAYERS

Portfolio Monitoring

What’s our house view on the

market and macro-outlook?

What are the risks?

Actionable plans for

implementing PM’s strategy

Address the diﬀerence between

portfolio & our house view

What are the risk exposures and

mitigation plan?

Is the portfolio on track? What has

gone right and wrong?

Establish a top-down investment

strategy based on macroeconomic

trends, risk assessments, and market

outlooks. This ensures the portfolio

remains aligned with long-term growth

drivers and risk-adjusted opportunities.

Converting strategy into action.

Select high-conviction stocks

while managing risk and sector

allocations. This disciplined

execution ensures we capture

opportunities while maintaining

a balanced portfolio.

Continuous tracking of

portfolio performance,

identifying risks and

opportunities at the sector,

cluster, and stock levels.

This structured approach

ensures alignment with

market shifts and

investment objectives.

Vietnam Enterprise Investments Limited - Annual Report 2024

ESG & CLIMATE CHANGE

Vietnam Enterprise Investments Limited - Annual Report 2024

CONSISTENCY AND

Revamped ESG management system

Climate related risk at portfolio level,

focus on top ten companies that are

impacted by ﬂooding

Reporting and disclosure to be more

concise and precise

Scope of the Report

This report has been prepared to disclose the

ESG performance of VEIL over the year ended 31

December 2024.

VEIL’s

day-to-day

operations

are

managed

Dragon Capital Group (“Dragon Capital” or “the

Group”),

which

reports

sustainability-related

risks separately. This report therefore focuses

on assessing the sustainability-related risks and

opportunities associated with VEIL’s investment

activities.

The Board of Directors of VEIL (the “Board”) provides

oversight of the sustainability reports prepared by

the ESG Working Group, in alignment with its core

responsible investment policy: “Dragon Capital seeks

to optimise risk-adjusted performance by integrating

ESG factors throughout the investment process and

across its actively managed funds, comprising public

equity and ﬁxed income funds.”

GOVERNANCE

At VEIL, responsible investment is essential for our

stakeholders and for the greater good of society.

Our investment strategy is designed to maximise

risk-adjusted returns and generate alpha, while

also diligently assessing and addressing ESG and

climate-related risks as part of our ﬁduciary duty to

investors. This involves placing signiﬁcant emphasis

on environmental, social, and governance factors in

VEIL’s investment decisions, and integrating them

throughout the investment process to optimise

performance.

VEIL recognises the interconnectedness of climate

change, Green House Gas (GHG) emissions, and

biodiversity loss, and is commied to addressing

these

global

challenges

active,

long-term

investors.

VEIL

also

encourages

its

investee

companies to improve their sustainability practices

and engage with policymakers to promote positive

change.

VEIL’s Commitment to

Responsible Investment

ESG Working Group’s 2024 Sustainability Priorities

STRATEGY AND RISK MANAGEMENT

VEIL

adhered

the

same

strategy

and

risk

management approaches as those of Dragon Capital

Group, as outlined in Dragon Capital Group’s

Responsible Investment Report. The full report will

be published on the Dragon Capital website in May

2025

hps://www.dragoncapital.com/about/

responsible-investment/

In 2024, a key milestone was the enhancement of the

ESG management system, as depicted in the ﬂowchart

below.

Climate related risk at portfolio level,

focus on the top ten companies that

are impacted by ﬂooding

Initial

Screening

E&S Risk

Rating

Governance

Rating

Investment

Decision

Portfolio

Management

Monitoring &

Reporting

Screen company business activities

versus:

Exclusion list:

from the International

Finance Corporation (IFC)

Corporate governance

test:

Referred from EU SFDR

Asign

Governance risk scores

to each

company

Adoped standards: The Organisation for

Economic Co-operation and Development

(OECD) and Vietnamese laws

Regularly review

the portfolio to

evaluate an increase or decrease of

positions.

Assign

E&S risk scores

to each

company.

Adopted Standards: IFC, United

Nations Global Impact (UNGC)

principles, Vietnamese laws

Referred standards: TCFD, SASB,

SUSBA

Two ESG rules

for making investment

(in AMS)

The company must have ESG score

"Inadmissible" rate is not allowed to

invest

Document

all ﬁndings from the

screening.

Monitor

closely investee

companies and

engage

immediately on ESG issues.

The Revamped ESG Management System

ESG & CLIMATE CHANGE

ESG & CLIMATE CHANGE

Continued

Vietnam Enterprise Investments Limited - Annual Report 2024

METRICS AND TARGETS

3.1.

ESG Performance in 2024

3.2.

ESG Rating Distribution

2024 Targets

Achievement

Reference

Achieved

Section 4.2

below

provides more details

Achieved

Section 4.3

below

provides more details

3. Maintain WACI for VEIL lower than

that of the VN Index

(38% lower)

Section 4.4

below

provides more details

The 2024 ESG management

system has covered ﬁnancial

sectors which helps VEIL to

conduct screening and ESG

analysis for every investment.

Achieved

Need

Improvement

11%

Average

22%

Excellent

20%

Excellent

20%

Inadmissible

Medium Risk

17%

High

Risk

Low

Risk

78%

Governance and business outlook

Social

Environment

45 companies

(100%)

12 companies

(27%)

15 companies

(33%)

(100% holdings)

Engagement on business

outlook and governance

Annual review of ESG

Total Engagement by Topic

3.3.

Active Ownership

For details on engagement and proxy voting activities during the reporting period, as well as advocacy and engagement

examples, please refer to the Dragon Capital – Responsible Investment Report. A summary of engagement statistics is

provided below.

All investee companies

have an ESG rating

Engage with top 10% of companies

on climate risk

Maintain weighted average carbon

Intensity (WACI) for VEIL lower than

that of the VN Index

The 2024 ESG management system

covers the ﬁnancial sectors which

helps Dragon Capital to conduct

screening and ESG analysis for every

investment.

As set out and monitored by Dragon Capital’s ESG team:

ESG & CLIMATE CHANGE

Continued

ESG & CLIMATE CHANGE

Continued

Vietnam Enterprise Investments Limited - Annual Report 2024

3.4.

Climate Related Risk

3.4.1

Physical Risk Assessment

The physical risks were assessed in terms of

direct ﬁnancial losses in USD across the portfolio,

quantiﬁed as Climate Value at Risk (CVAR)—a

measure of the potential decline in portfolio

value

due

climate-related physical risks.

Two pie charts below illustrate the proportion of

portfolio losses aributed to climate hazards for

the years 2030 and 2050 under the BAU scenario.

(Note:

asset-level

mitigations

are considered

on this analysis)

12%

14%

56%

13%

River Flood

Storm Surge

Typhoon

Rainfall Flood

Extreme Heat

2030 Total Loss, US$107.9mn

12%

14%

51%

17%

River Flood

Storm Surge

Typhoon

Rainfall Flood

Extreme Heat

2050 Total Loss, US$130.0mn

3.4.2

Transition Risk Assessment

Transition CVaR: the maximum amount of loss to

be incurred if all the carbon emission scope 1 & 2 of

VEIL’s portfolio is subjected to a carbon tax

equally

ETS

carbon

price

of US$73/tonne CO2 as of

31 December 2024. EU ETS carbon price is currently

the highest value across the carbon markets

worldwide.

Total carbon emission

scope 1 & 2 of VEIL

portfolio

146,391

tonne CO2e

Transition CVaR

US$10.7 mn

(0.60% of NAV)

WACI for VEIL was calculated and compared against

VN Index, and other MSCI indices.

260

245

199

123

100

200

300

MSCI EM

Index

MSCI EM

Climate

Change

Index

VNI

VEIL

tCO

/$M Revenue

WACI of VEIL versus indices in 2024

FORWARD-LOOKING TARGET

In 2025, VEIL will set three main targets for the

portfolio as follows:

(1)

Ensure

all

investee

companies

have

ESG

assessment by the 2024 revamped ESG management

system

(2) Maintain a WACI for VEIL that is consistently lower

than the VN Index.

(3) Focus of Engagement with Companies:

•

Companies

with

E&S

rating

“needs

improvement”; and/or

•

Companies with potentially high ﬁnancial losses

due to physical climate risks and/or

•

High-emission companies that do not disclose

GHG emissions.

Sources:

•

VEIL: Dragon Capital (as of 31 December 2024) through Intensel Ltd.,

platform

•

VNI: calculated by MSCI methodology (2022), and applied emission

sector intensity from Intensel Ltd., platform

•

MSCI indices’ WACI as of December 2024 were derived from the

number of base year in 2021 using the Decarbonisation Trajectory of

Indices proposed in MSCI (2024)

ESG & CLIMATE CHANGE

Continued

Introduction

The Board of Directors of the Company (the “Board”) is

commied to high standards of corporate governance

and has put in place a framework for corporate

governance which it believes is appropriate for a listed

investment company.

Compliance with Corporate

Governance Codes

The Board has considered the Principles and Provisions

of the AIC Code of Corporate Governance (the “AIC

Code”). The AIC Code addresses the Principles and

Provisions set out in the UK Corporate Governance

Code (the “UK Code”), as well as seing out additional

Provisions on issues that are of speciﬁc relevance to

the Company.

The

Board

considers

that

reporting

against

the

Principles and Provisions of the AIC Code, which has

been endorsed by the Financial Reporting Council

(“FRC”),

provides

relevant

information

shareholders.

It is the Board’s view that the Company has complied

with the Principles and Provisions of the AIC Code

during the year ended 31 December 2024.

The AIC Code is available on the AIC website (

www.

theaic.co.uk

Table 1 at the end of this Corporate Governance

Statement describes how the Board has applied the 17

Principles of the AIC Code in practice during the year

ended 31 December 2024.

UK Listing Rule 6.6.4

UK Listing Rule (“UKLR”) 6.6.4 requires the Company

to include certain information in a single identiﬁable

section of this annual report or a cross-reference table

indicating where the information required in UKLR 6.6.1

is set out.

The Boards conﬁrms that there are no disclosures to be

made in this regard, other than in accordance with UKLR

6.6.1(4) and UKLR 6.6.1(5), the information of which is

detailed in Note 10 to the Financial Statements (under

“Directors’ fees”), and UKLR 6.6.1(9

), the information

of which is detailed under “Directors’ Interests in

Contracts” in the Report of the Board of Directors.

Section 172 of the UK Companies Act

2006

The Board is aware of the duty under Section 172 of the

UK Companies Act 2006 for directors of UK companies

to act in the way which they consider, in good faith,

would be most likely to promote the success of the

Company for the beneﬁt of its members as a whole and,

in doing so, to have regard (amongst other maers) to:

the likely consequences of any decision in the

long-term;

the interests of the company’s employees;

the need to foster the company’s business

relationships with suppliers, customers and

others;

the impact of the company’s operations on the

community and the environment;

the desirability of the company maintaining

a reputation for high standards of business

conduct; and

the need to act fairly as between members of

the company.

(collectively, the “s.172 maers”).

Section 172 of the UK Companies Act 2006 is not directly

applicable to the Company as a non-UK company.

However, in accordance with Provision 5 of the 2019 AIC

Code, the Board is required to disclose how the s.172

maers have been considered in board discussions and

decision-making.

The Company maintains a long-term strategy with no

employees. The Board and the Investment Manager

have adequate and regular shareholder liaison.

During the year ended 31 December 2024, the Board and

the Investment Manager have taken steps to explicitly

use the Company’s investments and inﬂuence to

advocate for a low-carbon, environmentally sustainable

and inclusive economy.

This aims to deliver long-term sustainable returns

through diﬀerent aspects including making beer

decisions by systematically and explicitly integrating

environmental, social and governance (“ESG”) factors

into the investment process which aligns with the

investment objectives of the Company.

More information on the Company’s ESG management

system, governance and strategy, and risk management

can be found in the ESG & Climate report.

Corporate Governance Statement

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Directors

The Directors of the Company during the year ended

31 December 2024 and to the date of this annual report

are found on the Report of the Board of Directors.

The biographical details of the Directors are provided

in the “Board of Directors” section of this annual report

(pages 44 to 46) or the Company’s website (

hps://

www.veil.uk/

). There are no Executive Directors on the

Board.

As at 31 December 2024, the Board consisted of ﬁve Non-

executive Directors, four of whom were independent of

the Investment Manager, whose individual knowledge

and experience provide a balance of skills and expertise

relevant to the Company, and it was considered that

they commit suﬀicient time to the Company’s aﬀairs.

The Chair of the Board, Sarah Arkle, is non-executive

and independent of the Investment Manager. The Chair

of the Board leads and ensures the eﬀectiveness of the

Board in all maers relating to the Company, including

receiving accurate and timely information.

There is a clear separation of roles and responsibili

ties between the Chair of the Board, the Chairs of the

various Board Commiees, the Directors as a whole,

the Investment Manager and the Company’s other

third-party service providers.

Dominic Scriven O.B.E is a Director of Dragon Capital

Group Limited, the ultimate parent of the Investment

Manager, and also acts as the Chairman of the Dragon

Capital group. Dominic Scriven O.B.E is, therefore,

not considered to be independent of the Investment

Manager.

The

Nomination

and

Remuneration

Commiee

responsible for ensuring that the Board comprises

the appropriate balance and composition of skills,

experience,

length

service,

knowledge

the

Company and diversity (including gender and ethnic

diversity) as well as determining a fair and market-

competitive compensation for members of the Board.

As at 31 December 2024, two out of the ﬁve Board

members originate from an Asian ethnic background

(Vietnam and Singapore) and three out of the ﬁve

Board members are female.

Details of the individual board remuneration of Directors

and their beneﬁcial interests in the Company as well as

details of the Commiees and their composition are

disclosed in this Corporate Governance Statement and

the Directors’ Remuneration Report.

New

Directors

are

provided

with

induction

programme, which is designed and approved by the

Board as a standard procedure.

Following their appointment, the Chair of the Board

reviews and agrees with new Directors their training

and development needs covering speciﬁc Company

maers as well as industry issues.

The Board is supplied, via the Investment Manager and

other service providers, with suﬀicient information to

enable the Directors to discharge their duties.

The Investment Manager, with the support of the

Company’s Legal Advisers, provides the Board with

regular updates on regulatory issues and on the latest

corporate governance rules and regulations.

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Directors’ Duties and Responsibilities

The Directors have adopted a set of Reserved Powers,

which establish the key purpose of the Board and detail

its major duties. These duties cover the following areas

of responsibility:

•

Statutory obligations and public disclosure;

•

Strategic maers and ﬁnancial reporting;

•

Board composition and accountability to

shareholders;

•

Risk assessment and management, including

reporting, compliance, monitoring, governance

and control;

•

Reviewing the portfolio, assessing strategy,

assessing the performance and cost of service

providers;

•

Acting as a point of contact for shareholders,

independent of the Investment Manager; and

•

Other maers having material eﬀects on the

Company.

These Reserved Powers of the Board have been

adopted by the Directors to demonstrate clearly the

importance with which the Board takes its ﬁduciary

responsibilities. The Reserved Powers of the Board

also serve as an ongoing means of measuring and

monitoring the eﬀectiveness of its actions.

The Board meets at least quarterly. Each meeting is

aended

representatives

from

the

Investment

Manager.

Representatives

from

the

Investment

Manager also aend relevant Commiee meetings if

requested by the relevant Commiee Chairs.

Open

and

constructive

debate

and

discussion

encouraged by the Chair of the Board and each

Commiee’s Chair to ensure that the best interests of

the shareholders and the Company are maintained.

The Board has standing agenda items for its quarterly

scheduled Board meetings and periodic Commiee

meetings

review

the

Investment

Manager’s

performance, compliance, risk management, third party

services and other maers relating to the operations

and regulation of the Company.

The standing agenda includes reviewing the portfolio

performance, aribution analysis, contributors and

detractors to performance, weightings and portfolio

information including purchases and sales, risks, fees,

ESG and climate change risk, as well as the macro

economy and stock market outlook.

The Board also performs a review of the share price

performance, the discount and the share buyback

policy, as well as credit facilities. The Board continuously

monitors the Company’s share price discount to Net

Asset Value (“NAV”) daily and exercises its right to

buy back shares when the Board considers that it is in

shareholders’ interests to do so.

The Board sets the overall Company strategy and

regularly reviews its progress to ensure that its goals

and objectives are being met.

All above maers are reviewed at each quarterly Board

meeting with the Directors receiving updates from the

Investment Manager, the Corporate Broker, the Legal

Advisors and the Auditor.

Charles Cade, Senior Independent Director of VEIL, speaking to prospective investors at the Master Investor Show 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Board and Commiees

Until 30 November 2024, there were four commiees:

•

Audit and Compliance Commiee

•

Risk Management Commiee

•

Management Engagement Commiee

•

Nomination and Remuneration Commiee

The

responsibilities

the

four

Commiees

are

described below. All members of the Commiees are

independent.

Dominic Scriven O.B.E is a Director of Dragon Capital

Group Limited, the ultimate parent of the Investment

Manager, and also acts as the Chairman of the

Dragon Capital group. Dominic Scriven O.B.E does not

participate in any Commiee.

On 1 December 2024, the Audit and Compliance

Commiee and the Risk Management Commiee was

consolidated into a single Audit and Risk commiee. As

of 31 December 2024, there were three commiees:

•

Audit and Risk Commiee

•

Management Engagement Commiee

•

Nomination and Remuneration Commiee

Table 2 below describes the composition of each

Commiee from 1 January 2024 to 30 June 2024, from

1 July 2024 to 30 November 2024 and from 1 December

2024 onwards.

Until 30 June 2024

1 July 2024 – 30 November 2024

From 1 December

2024

Audit and Compliance

Commiee

Low Suk Ling (Chair)

Charles Cade

Sarah Arkle

Low Suk Ling (Chair)

Charles Cade

Entela Benz-Saliasi

Risk Management

Commiee

Entela Benz-Saliasi (Chair)

Vi Peterson

Low Suk Ling

Entela Benz-Saliasi (Chair)

Vi Peterson

Low Suk Ling

Audit and Risk

Commiee

Low Suk Ling (Chair)

Vi Peterson

Charles Cade

Management Engagement

Commiee

Sarah Arkle (Chair)

Gordon Lawson

Charles Cade

Charles Cade (Chair)

Entela Benz-Saliasi

Sarah Arkle

Charles Cade (Chair)

Low Suk Ling

Sarah Arkle

Nomination and

Remuneration

Commiee

Vi Peterson (Chair)

Entela Benz-Saliasi

Gordon Lawson

Vi Peterson (Chair)

Sarah Arkle

Vi Peterson (Chair)

Sarah Arkle

Table 2: Board Commiee Composition

Audit and Compliance Commiee

The Audit and Compliance Commiee was chaired by

Low Suk Ling and comprises Charles Cade and Entela

Benz-Saliasi as members until 30 November 2024.

In 2024, the Audit and Compliance Commiee met

three times.

The

Audit

and

Compliance

Commiee

monitored

the

integrity

the

ﬁnancial

statements

the

Company,

including

its

annual

and

half-

yearly

reports

and

ﬁnancial

statements

and

addressing

any

signiﬁcant

ﬁnancial

issues.

The Audit and Compliance Commiee also oversaw

the process of identifying, assessing, and controlling

the Company’s compliance with regulatory, internal

controls and audit processes, including reviewing

external

auditor

independence

and

performance.

The

Audit

and

Compliance

Commiee

managed

conﬂicts of interest, evaluated internal audits and

ensured the establishment of a whistleblowing policy

for reporting possible misconduct.

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Audit and Risk Commiee

From 1 December 2024, the Audit and Compliance

Commiee and the Risk Management Commiee have

been consolidated into the Audit and Risk Commiee.

The Audit and Risk Commiee is chaired by Low Suk

Ling and comprises Vi Peterson and Charles Cade as

members.

The Audit and Risk Commiee shall meet at least three

times a year, or more often if required.

The Audit and Risk Commiee has assumed all of the

responsibilities previously carried out by the Audit and

Compliance Commiee and the Risk Management

Commiee, as set out above.

Details of the Audit and Risk Commiee can be found in

the Audit and Risk Commiee Report.

Management Engagement Commiee

Until 30 June 2024, the Management Engagement

Commiee was chaired by Sarah Arkle, and comprised

Gordon Lawson and Charles Cade as members.

From 1 July 2024 to 30 November 2024, the Management

Engagement Commiee was chaired by Charles Cade

and comprised Entela Benz-Saliasi and Sarah Arkle as

members.

Since 1 December 2024, the Management Engagement

Commiee has been chaired by Charles Cade and

comprises Low Suk Ling and Sarah Arkle as members.

The Management Engagement Commiee shall meet

at least once a year, or more often if required.

The

Management

Engagement

Commiee

responsible

for

monitoring

and

evaluating

the

Investment

Manager’s

investment

performance

and compliance with the terms of the investment

management

agreement

dated

May

2016

(as

amended from time to time)

between the Company and

the Investment Manager (“Investment Management

Agreement”).

Risk Management Commiee

The Risk Management Commiee was chaired by

Entela Benz-Saliasi and comprised Vi Peterson and Low

Suk Ling as members until 30 November 2024.

In 2024, the Risk Management Commiee met twice.

The Risk Management Commiee was responsible

for assisting the Board by overseeing the Investment

Manager’s

risk

strategy,

internal

controls,

and

compliance with laws and ethical standards.

The Risk Management Commiee’s responsibilities

included identifying, assessing, and managing risks

related to the Company’s investments, operations,

sustainability and business continuity, to ensure these

were reported and mitigated eﬀectively.

The Risk Management Commiee was also responsible

for addressing potential conﬂicts of interest between

the Investment Manager and related parties, providing

guidance on investment opportunities and ensuring

transparency.

The Risk Management Commiee was responsible for

reviewing the ESG market practice and climate change

related risks during the reporting year.

The review ensured that the disclosure was based on

ESG key performance indicators (KPI) instead of from

ESG score level. Climate risks were reviewed quarterly

during the reporting year, including reviewing the top

ﬁve companies with the highest physical climate value

at risk and benchmarking the transition risk to local and

EM benchmarks.

The Risk Management Commiee was responsible

for reviewing the adequacy and eﬀectiveness of the

Company’s internal ﬁnancial controls and internal

control and risk management systems, and reviewing

and approving the statements to be included in the

annual report concerning internal controls and risk

management.

The Board is responsible for reviewing the ongoing

processes for identifying, evaluating and monitoring

the principal risks and uncertainties faced by the

Company.

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

The

Management

Engagement

Commiee

shall

annually review and ensure that the terms of the

Investment Management Agreement conform with

market

and

industry

practice

and

remain

the

best

interests

Shareholders.

The

Management

Engagement Commiee makes recommendations to

the Board on any variation to the terms of Investment

Management Agreement which it considers necessary

or desirable.

The

Management

Engagement

Commiee

also

monitors compliance by other service providers of

the Company with the terms of their respective

agreements from time to time; and reviews, considers

and recommends any amendments to the terms of

the appointment and remuneration of providers of

other services to the Company and considers any

other issues which may give the Commiee cause for

concern.

Nomination and Remuneration Commiee

The

Nomination

and

Remuneration

Commiee

chaired by Vi Peterson and comprises Sarah Arkle as a

member.

The Nomination and Remuneration Commiee shall

meet at least once a year, or more often if required.

The

Nomination

and

Remuneration

Commiee

responsible for regularly reviewing the structure, size

and

composition

(including

the

skills,

knowledge,

experience and diversity) of the Board and making

recommendations to the Board with regard to any

changes.

In November 2024, as part of the Board renewal

process, the Nomination and Remuneration Commiee

engaged Spencer Stuart, a global executive search

and leadership consulting ﬁrm to provide assistance

and advice in the recruitment of a new independent

non-executive director. Spencer Stuart’s professional

services included a position speciﬁcation with globally

informed benchmarks against which candidates would

be assessed. The result of this professional search

resulted in the appointment of Edphawin Jetjirawat in

March 2025. Spencer Stuart has no connections with

the Company or any individual Directors.

The Nomination and Remuneration Commiee shall

also make recommendations to the Board concerning

formulating plans for succession for non-executive

Directors, the key roles of the Chair, the Senior

Independent Director, as well as the members of Board

Commiees.

The

Nomination

and

Remuneration

Commiee

shall

responsible

for

periodically

reviewing the level of directors’ fees relative to other

comparative investment companies and in line with

directors’ evolving responsibilities.

Details of the Directors’ remuneration can be found

on the Directors’ Remuneration Report and in Note 10

to the Financial Statements. The Directors’ interests

(including interests of related persons) can be found in

the Report of the Board of Directors.

Board Independence, Composition and

Diversity

The Board supports the principle of boardroom diversity

and the Parker Review.

The recruitment policy of the Board is to appoint

the best qualiﬁed person for the job, by considering

factors such as diversity of thought, experience and

qualiﬁcations, as well as ethnic and gender diversity.

New

appointments

are

identiﬁed

against

these

requirements and the need to achieve a balanced

Board.

As at 31 December 2024, the Board consisted of four

Independent Non-executive Directors and one Non-

Independent Non-executive Director. The Company has

no employees, no “senior management” and no “ExCo

and ExCo minus one” as deﬁned by the Parker Review.

Targets pre-2027

The Company aims to have at least two Directors from

an ethnic minority group. This target has been achieved

since 2016. As at 31 December 2024, the Company has

two Directors from an ethnic minority background.

The Company also aims to have at least 40% of the

Board members be female Directors in accordance with

the FTSE Women Leaders Review. This target has been

achieved since 2021. As at 31 December 2024, 60% of

the Company’s Board comprised female Directors.

Targets post-2027

The Company’s post-2027 targets are the same as its

pre-2027 targets.

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Directors’ Appointment and Policy on

Payment of Loss of Oﬀice

Each Director has an appointment leer with the

Company. The terms of the appointment provide that

a Director will be subject to re-election at each annual

general meeting (“AGM”). A Director may resign from

oﬀice with three months’ notice.

The Board does not have a formal policy requiring

Directors to stand down after a certain period. The Board

has established the Nomination and Remuneration

Commiee

which

regularly

reviews

the

structure,

size and composition of the Board (including gender

diversity) and makes recommendations to the Board

with regard to any adjustments that seem appropriate.

Directors’

Oﬀicers’

liability

insurance

cover

maintained by the Company on behalf of the Directors.

Appointment

All the Directors are non-executive and have been

appointed under the terms of Leers of Appointment.

Each Director is subject to election at the ﬁrst AGM

after their appointment and to re-election annually

thereafter.

New appointments to the Board will be placed on

the fee scale applicable to all Directors at the time of

appointment

(currently

US$45,000).

incentive

or introductory fees will be paid to encourage a

directorship.

The Directors are not eligible for bonuses, pension

beneﬁts, share options, long-term incentive schemes

or other beneﬁts from the Company. The Company

indemniﬁes the Directors for costs, charges, losses,

expenses and liabilities which may be incurred in the

discharge of their duties as Directors.

Performance, Service Contracts, Compensation

and Loss of Oﬀice

No Director has a service contract. Compensation will

not be due upon leaving oﬀice. No Director is entitled

to any other monetary payment or any asset of the

Company.

UK Listing Rule 6.6.6

The Directors conﬁrm that, as at 31 December 2024, the

Company has met the targets on board diversity as set

out in UKLR 6.6.6(9)

(a), with 60% of the Board being

women (including the senior independent director) and

two out of the ﬁve directors being from minority ethnic

backgrounds.

Table 3 below has been constructed using data provided

by the Directors on a voluntary basis. Each Director

received an email containing the same table format as

Table 3 and was asked to tick the boxes applicable to

them.

After the reporting period, on 21 January 2025, Charles

Cade replaced Vi Peterson as the Senior Independent

Non-executive Director. Additionally, on 24 February

2025,

Edphawin

Jetjirawat

was

appointed

the

Independent Non-executive Director with eﬀect from

1 March 2025. Those subsequent events do not aﬀect

the Company’s ability to meet any of the targets in

UKLR 6.6.6(9)

(a).

Table 3: Board Diversity Data Collection

Number

of board

members

Percentage

the Board

Number

of senior

positions

on the

Board (CEO,

CFO, SID

and Chair)

Men

40%

Women

60%

2 (SID/

Chair)

Gender identity or sex as of 31 December 2024:

Number

of board

members

Percentage

the Board

Number

of senior

positions

on the

Board (CEO,

CFO, SID

and Chair)

White

British or

other White

(including

minority-

white groups)

60%

1 (Chair)

Asian/Asian

British

40%

1 (SID)

Ethnic background as of 31 December 2024:

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Conﬂicts of Interests

Directors are ﬁduciaries, so must act in good faith and

in the best interests of the Company, avoid or recuse

themselves from conﬂicts of interest, and not use their

position or knowledge gained from the Company for

any personal proﬁt or advantage (beyond their agreed

remuneration).

Only Directors who have no material interest in the

maer being considered will be able to participate in

the Board approval process. Directors are required to

disclose all actual and potential conﬂicts of interest

to the Chair of the Board in advance of any proposed

external appointment.

In deciding whether to approve an individual Director’s

participation, the other Directors will act in a way

they consider to be acting in good faith in assessing

the materiality of the conﬂict in accordance with the

Company’s Amended and Restated Memorandum and

Articles of Association.

The Board believes that its powers of authorisation

of conﬂicts of interest have operated eﬀectively. The

Board also conﬁrms that its procedures for the approval

of conﬂicts of interest, if any, have been followed by the

Directors.

As at 31 December 2024, none of the Directors had a

material interest in any contract which is signiﬁcant to

the Company’s business other than Dominic Scriven

O.B.E

relation

the

Investment

Management

Agreement

further

detailed

under

“Directors’

Interests in Contracts” in the Report of the Board of

Directors.

The Board notes that an aﬀiliate of the Investment

Manager holds two convertible notes issued by Intensel

Limited, a Hong Kong company which provides climate

risk analysis, in an aggregate amount of US$400,000, as

disclosed by the Company in previous Annual Reports.

Until 30 November 2024, Entela Benz-Saliasi had a

material interest in and had been a director of, Intensel

Limited

, which might provide services in the future to

the Company (such as analysis of investee companies).

However, any such services were not expected to be

materially signiﬁcant.

The Directors’ holdings in the Company can be found in

the Report of the Board of Directors.

Performance Evaluation

At least every 3 years, the Board retains the services

of a global professional ﬁrm specialising in board

performance reviews to conduct a formal evaluation of

its performance and that of its Commiees including

the Chair of the Board.

May

2023,

the

Nomination

and

Remuneration

Commiee, on behalf of the Board, engaged Lintstock

Limited, a ﬁrm with a wide board governance practice

covering large numbers of listed companies including

over

investment

trusts.

Lintstock

Limited

has

no connections with the Company or any individual

Directors.

Lintstock Limited conducted a broad-base review of

the Chair and Commiee performance, as well as the

Investment Manager evaluations over a two-stage

period, which included a survey-based Board Review in

May 2023, and a follow-up Board Review with Director

interviews in September 2024.

The results of the 2024 VEIL Board review metrics

were then compared with the Lintstock Governance

Index which comprises over 60 board reviews that

Lintstock Limited has recently conducted speciﬁcally

for investment companies, and is designed to help to

put the Board and Investment Manager’s performance

into context.

The Board is satisﬁed that the performance of each

Commiee and individual Directors, including the Chair

of the Board, is satisfactory and that they demonstrate

commitment to their role.

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Director

Board

ACC

RMC

MEC

NRC

Vi Peterson

4/4

1/3

2/2

3/3

Low Suk Ling

4/4

3/3

2/2

Sarah Arkle

4/4

2/3

2/2

2/3

Charles Cade

4/4

3/3

2/2

Dominic Scriven O.B.E

4/4

Gordon Lawson

4/4

1/2

1/3

Entela Benz-Saliasi

4/4

1/3

2/2

1/2

1/3

ACC = Audit and Compliance Commiee

RMC = Risk Management Commiee

MEC = Management Engagement Commiee

NRC = Nomination and Remuneration Commiee

Note 1: Gordon Lawson resigned on 30 June 2024.

Note 2: Entela Benz-Saliasi resigned on 30 November 2024

Note 3: ACC and RMC combined into one commiee Audit and Risk Commiee (ARC) on 1 December 2024. There was no ARC meeting until 31 December 2024.

Note 4: Please also refer to Table 2 for the board commiee composition changes in 2024. Due to the commiee member changes, Directors did not aend all commiee

meetings held within a year.

Table 4: Aendance of the Board and the Commiees Meetings

For the year ended 31 December 2024:

Aendance at Scheduled Meetings of

the Board and its Commiees for the

Year

Table 4 below lists the number of Board and Commiee

meetings aended by each Director.

During the year ended 31 December 2024, there were

four Board meetings, three Audit and Compliance

meetings, two Risk Management Commiee meetings,

two Management Engagement Commiee meetings

and three Nomination and Remuneration Commiee

meetings.

2024 Annual General Meeting

The 2024 AGM took place on 25 June 2024. The notice

of the 2024 AGM can be found on the Company’s

website:

hps://veilrproduction.blob.core.windows.

net/documents/VEILAGMCircular_2023.pdf

and

the

result of the AGM can be found on the London Stock

Exchange website:

hps://www.londonstockexchange.

com/news-article/VEIL/result-of-agm/16536447

2025 Annual General Meeting

The 2025 AGM of the Company will be held at The

Stationer’s Hall, Ave Maria Ln, London EC4M 7DD, United

Kingdom on 18 June 2025 at 12:00 pm (UK time).

The Notice of the 2025 AGM will be published and made

available to shareholders in due course.

Re-election of Directors

All Directors stand for re-election annually at the

AGM. The Nomination and Remuneration Commiee

considers the eﬀectiveness of individual directors and

makes recommendations to the Board in respect of re-

elections.

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Induction/Information and Professional

Development

The Directors are provided, on a regular basis, with

key information on the Company’s policies, regulatory

requirements and internal controls.

Regulatory and legislative changes aﬀecting Directors’

responsibilities are advised to the Board as they arise

along with changes to best practice from, amongst

others,

the

Company

Secretary,

the

Company’s

external Legal Advisors and the Auditor.

Advisers to the Company also prepare reports for the

Board from time to time on relevant topics and issues.

The Company has a clear policy and process on the

nomination,

induction

and

ongoing

professional

development

new

Directors.

addition,

the

Nomination

and

Remuneration

Commiee

has

also issued a formal recruitment policy paper for

Independent Non-executive Directors (the “Policy”).

The Policy establishes a framework that sets a standard

for recruitment practice, procedures and strategies for

Non-executive Directors of the Company to ensure

consistency and compliance with the AIC Code and/or

FRC Standard.

When a new Director is appointed to the Board, he/she

will be provided with all relevant information regarding

the Company and his/her duties and responsibilities as

a Director in accordance with the Policy. In addition, a

new Director will also spend time with representatives

of the Investment Manager in order to learn more about

its operations, processes and procedures.

Viability Statement

The Directors have assessed the prospects of the

Company over a three-year period to 31 December 2027.

The Directors believe that this period is appropriate

because it would provide the Investment Manager the

time needed to successfully unlock the value of the

Company’s underlying portfolio.

Following the detailed analysis from the Board, it has

concluded that, based on the Company’s current

position, the principal risks and uncertainties that the

Company faces and their potential impact on its future

development and prospects, there is a reasonable

expectation that the Company will be able to continue

in operation and meet its liabilities when they fall due

over the three-year period to 31 December 2027.

Going Concern

The

Directors

have

reviewed

the

liquidity

the

Company’s portfolio and the Company’s ability to meet

its obligations as they fall due for a period of at least 12

months from the date that these ﬁnancial statements

were approved.

On the basis of that review and after due consideration

of the balance sheet and activities of the Company and

the Company’s assets, liabilities, commitments and

ﬁnancial recourses, the Directors have concluded that

the Company has adequate resources to continue its

operational existence for the foreseeable future.

For this reason, the Directors have adopted the going

concern basis in preparing the ﬁnancial statements.

2024 Annual General Meeting, London, 25 June 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Relationship with the Investment

Manager, the Company Secretary and

the Administrator

The Board has delegated various duties to external

parties including the management of the investment

portfolio, the custodial services (including safeguarding

assets),

registration

services

and

day-to-day

company secretarial, administration and accounting

services.

Each of these contracts was entered into after full and

proper consideration by the Board of the quality and

cost of services oﬀered, including the control systems

in operation in so far as they relate to the aﬀairs of the

Company.

Investment Manager

Dragon

Capital

Management

(HK)

Limited

the

Investment

Manager

the

Company.

Under

the

Investment Management Agreement, the Investment

Manager is entitled to receive a monthly management

fee for its services, which accrues daily based on the

prevailing NAV.

On 1 December 2023, the Company announced a

reduction in the management fee with eﬀect from 1 July

2024, following a review of the annual management fee

and discussions with the Investment Manager. From 1

July 2024, the management fee shall be calculated and

accrued daily at a ﬂat rate of 1.5% per annum of the

Company’s NAV.

The

Investment

Manager

not

entitled

performance fee.

The Company has the right to terminate the Investment

Management Agreement giving 12 months’ notice

in writing to the Investment Manager following the

amended

Investment

Management

Agreement

eﬀective from 1 April 2025.

The Investment Manager has invested the assets of

the Company with a view to spreading investment risk

in accordance with its published investment policy as

set out in the Portfolio Manager’s Commentary.

The

Board,

the

advice

the

Management

Engagement Commiee, believes that, in light of the

Company’s strategy and performance, the appointment

of the Investment Manager on the terms set out above

is in the best interest of the Company’s shareholders as

a whole.

Both the Board and the Investment Manager have

formalised agreements and have a clear understanding

of the operational policies laid out between the parties.

These rules are detailed in the Investment Management

Agreement or in other policies such as the Company’s

discount control policy.

The Board is ultimately responsible for ensuring that

sound systems of internal control of the Company are

maintained to safeguard shareholders’ investments

and the Company’s assets.

The Risk Management Commiee (from 1 December

2024, the Audit and Risk Commiee) shall undertake

an annual review of the eﬀectiveness of the Company’s

systems of internal control and the Directors believe

that an appropriate framework is in place to ensure that

sound systems of internal control are maintained by the

Company.

Furthermore, the Board has an ongoing process for

identifying, evaluating and managing risks to which

the Company is exposed including those contained

within the performance of the investment management

activities.

Risk management and the operation of the internal

control systems within the Company are primarily

the responsibility of the Investment Manager, which

operates

under

commercial

independence

with

ﬂexibility to ensure that principal risks and uncertainties

are clearly managed and that systems of control

operate eﬀectively and eﬀiciently.

The Investment Manager monitors the Company’s

activities on a daily basis and ensures that the

appropriate controls are exercised over the Company’s

assets. The internal control systems operated by the

Company are designed to manage rather than eliminate

risk of failure in achieving its objectives and will only

provide reasonable and not absolute assurance against

material misstatement or loss.

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Proxy voting is an important part of the corporate

governance process, and the Investment Manager

views its obligation to manage the voting rights of the

shares in investee companies seriously.

Consequently, votes are cast both diligently and

prudently,

based

the

Investment

Manager’s

reasonable judgment of what will best serve the

ﬁnancial

and

governance

considerations

the

Company.

So far as is practicable, and with the authorisation by

the Board, the Investment Manager votes at all of the

meetings called by companies in which the Company

invests.

In order to do this, the Investment Manager agrees

its stance on a variety of key corporate governance

issues,

including

disclosure

and

transparency,

board

composition,

commiee

structure,

director

independence,

auditor

rotation

and

social

and

environmental issues.

These guidelines form the basis of the Investment

Manager’s proxy voting decisions, although they are

equally cast on a case-by-case basis, taking into

account the individual circumstances of each vote.

The Investment Manager has strictly integrated ESG

considerations throughout its investment process.

The screening and assessment on the ESG issues have

been applied on all investee companies, including those

in the ﬁnancial sector.

The Investment Manager has consistently integrated

ESG assessments throughout its investment process.

Since 2016, a robust ESG management system has

been in place, enabling the screening and evaluation

of all non-ﬁnancial investee companies. In 2024, the

system was further enhanced with the introduction of

a dedicated ESG scorecard for the ﬁnancial sector. This

upgrade ensures that ESG screening and assessment

now apply comprehensively to all investee companies,

including those in the ﬁnancial sector.

Administrator and Custodian

Custody and fund administration services have been

undertaken by Standard Chartered Bank since 30 May

2021.

Company Secretary

The Company appointed Maples Secretaries (Cayman)

Limited as its Company Secretary with eﬀect from 21

October 2013.

The Board receives and considers reports regularly

from the Investment Manager, with ad hoc reports and

information supplied to the Board as required.

The Investment Manager takes decisions as to the

purchase and sale of individual investments, within

the delegated authority established by the Board. The

Investment Manager complies with the risk limits as

determined by the Board and has systems in place to

monitor cash ﬂows, liquidity and other ﬁnancial risks of

the Company.

each

Board

meeting,

representative

the

Investment Manager is in aendance to present verbal

and wrien reports covering local and global macro-

economy, its activity, the portfolio and investment

performance over the preceding period.

The Investment Manager and Standard Chartered Bank

(the “Administrator”) also ensure that all Directors

receive, in a timely manner, all relevant ﬁnancial

information about the Company’s portfolio.

Representatives of the Corporate Broker and the Legal

Advisers of the Company aend the Board meetings

as required, enabling the Directors to probe further on

maers of concern.

The Directors have access to the advice and services

of the Company Secretary through its appointed

representative who is responsible to the Board for

ensuring that Board procedures are followed and that

applicable rules and regulations are complied with.

The Board, the Investment Manager and the service

providers operate in a supportive, co-operative and

open environment. Ongoing communication with the

Board is maintained by formal meetings and ad-hoc

conversations.

The Investment Manager ensures that the Directors

have

timely

access

all

relevant

management,

ﬁnancial and regulatory information to enable informed

decisions

made.

The

Investment

Manager

contacts the Board as required for speciﬁc guidance on

particular issues.

The Board has delegated the exercise of voting rights

aached to the securities held in the portfolio to the

Investment Manager. The Investment Manager follows

a proxy voting policy when voting, which provides for

certain maers to be reviewed on a case-by-case basis.

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Shareholder Engagement

The Board believes that the maintenance of good

relations with shareholders is important for the long-

term prospects of the Company. It has, since admission,

sought to engage with shareholders.

Where appropriate, the Chair of the Board and other

Directors are available for discussion about governance

and strategy with shareholders and the Chair of the

Board ensures communication of shareholders’ views

to the Board.

During

the

year

ended

December

2024,

the

Investment

Manager

had

periodic

meetings

with

shareholders to discuss aspects of the Company’s

performance.

The Chair of the Board and other Directors make

themselves available as and when required to address

shareholder queries.

Shareholders wishing to raise questions are encouraged

to write to the Company’s Administrator at the address

shown in the “Company Information” section of this

annual report, or to contact the Investment Manager

using the contact details also provided in the “Contact”

section or on the Company’s website (

hps://www.veil.

uk/

The

Board

believes

that

the

AGM

provides

appropriate forum for shareholder to communicate

with the Board and encourages participation. There is

an opportunity for individual shareholders to question

the Directors at the AGM.

Details of proxy votes received in respect of each

resolution will be made available to shareholders at the

AGM and will be posted on the Company’s website and

the London Stock Exchange’s website following the

AGM.

The Chair of the Board actively leads and other Directors

participate in, discussions, or approvals regarding the

content of, all signiﬁcant external communications.

During this process, relevant stakeholders such as the

Investment Manager, the Auditors, the Legal Advisers

and the Corporate Broker are engaged as and when

required.

The Board aims to keep shareholders informed and up

to date with information about the Company.

This includes information contained within annual

reports, interim (semi-annual) reports, the packaged

retail and insurance-based investment products key

information document (PRIIP-KID), monthly reports,

factsheets, consumer duty assessments and frequent

webinars, as well as notices of any signiﬁcant events to

registered shareholders.

The Company’s website (

hps://www.veil.uk/

) displays

the latest news, price and performance information

and portfolio

details.

Shareholders also have the

opportunity to have the latest Company information

downloaded from the website.

The

Company

also

releases

information

through

the

London

Stock

Exchange

(

hps://www.

londonstockexchange.com/stock/VEIL/vietnam-

enterprise-investments-limited/company-page

2024 Annual General Meeting, London, 25 June 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

After the reporting period, on 10 April 2025, the

Company cancelled from treasury 18,944,191 Ordinary

Shares.

Following

the

cancellation,

the

Company

had 180,353,858 Ordinary Shares in issue (excluding

treasury shares) and held 1,728,937 Ordinary Shares in

treasury as at 10 April 2025.

As at 10 April 2025, this number represented the total

voting rights in the Company and may be used by

shareholders as the denominator for the calculations

by which they can determine if they are required to

notify their interest in, or a change to their interest

in the Company under the Disclosure Guidance and

Transparency Rules of Financial Conduct Authority

(FCA).

The Shares may be re-issued from treasury but, unless

previously approved by shareholders, will not be issued

at a price which, taking account of issue expenses,

would be less than the last reported NAV per Share.

A buyback of Shares pursuant to the share buyback

programme

any

trading

day

may

represent

signiﬁcant proportion of the daily trading volume in

the Shares on the main market of the London Stock

Exchange (and could exceed the 25% limit of the

average daily trading volume of the preceding 20

business days as referred to in the UK version of

Commission Delegated Regulation (EU) No. 2016/1052

on buyback programmes, which forms part of UK law by

virtue of the European Union (Withdrawal) Act 2018

Any buyback of Shares by the Company will be notiﬁed

by an announcement through a Regulatory Information

Service by no later than 7:30am (UK time) on the

following business day.

Shareholders should note that the buyback of Shares

by the Company is at the absolute discretion of the

Directors and is subject, amongst other things, to

the amount of cash available to the Company to fund

such buybacks. Accordingly, no expectation or reliance

should be placed on the Directors exercising such

discretion on any one or more occasions.

Authority for Share Buyback and

Discount Management

The shareholders approved at the Company’s AGM on

25 June 2024 a special resolution to undertake share

buybacks up to a maximum amount equal to 14.99% of

the Company’s issued share capital.

This special resolution was passed and shall expire on

the earlier of 31 December 2025 and the conclusion of

the Company’s next annual general meeting.

The intention of the Directors is to implement an active

discount management policy and to eﬀect share

buybacks from time to time if they believe it to be in

shareholders’ interests as a whole and as a means of

correcting any imbalance between the supply of and

demand for the Company’s Shares.

A share buyback programme was carried out in 2024.

The details of the share buyback programme in 2024

can be found on the London Stock Exchange website

https://www.londonstockexchange.com/stock/VEIL/

vietnam-enterprise-investments-limited/analysis

In total, 16,293,233 Shares were bought back during the

year ended 31 December 2024, representing 8.1% of the

issued share capital, for an aggregate consideration of

US$ 121,703,936. The Shares bought back are held in

treasury. As at 31 December 2024, the Company held

16,293,233 Shares in treasury.

Following the above buybacks, the total number of

Shares in issue was 184,733,753 (excluding Shares held

in treasury) as at 31 December 2024.

The Directors will only make such buybacks through

the market at prices (after allowing for costs) below the

relevant prevailing NAV per Share under the guidelines

established from time to time by the Board.

The Shares bought back by the Company may be

cancelled or held in treasury.

On 3 April 2024, the Company cancelled from treasury

19,893,760 Ordinary Shares. Following the cancellation,

the Company had 198,247,879 Ordinary Shares in issue

(excluding treasury shares) and held 2,779,107 Ordinary

Shares in treasury as at 3 April 2024.

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

Management Shares

Dragon Capital Limited holds 1,000 management shares

of the Company.

Dragon Capital Limited is 100% owned

by Dragon Capital Group Limited which is the ultimate

parent company of the Investment Manager of the

Company.

The management shares shall not be redeemed by the

Company and do not carry any right to dividends. In a

winding up, management shares are entitled to a return

of paid-up nominal capital out of the assets of the

Company, but only after the return of nominal capital

paid up on Ordinary Shares.

The management shares each carry one vote on a

poll. Subject always to the requirements of the rules

of any exchange on which the Company’s shares

may be trading from time to time, the holders of the

management shares have the right to appoint two

individuals to the Board.

The Modern Slavery Act 2015

The Modern Slavery Act 2015 (the “Act”) requires

companies to meet the reporting requirements of

Section 54 of the Act and to produce a modern slavery

and human traﬀicking statement.

As an investment fund, VEIL has no direct employees,

whilst its supply chain consists mainly of professional

services providers and the like. Therefore, the reporting

provisions of the Act do not apply to VEIL directly.

Day-to-day

management

the

investments,

including investment decision making, monitoring and

divestment, is carried out by the Investment Manager,

Dragon Capital Management (HK) Limited, part of the

Dragon Capital group.

Nevertheless, VEIL has put a statement on its website

to demonstrate its commitment and responsibility, as

a FTSE 350 constituent, to the reporting provisions

of the Act. The statement can be found on the

following website:

hps://www.veil.uk/modern-slavery-

statement/

Master Investor Show 2024, London, 9 March 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

AIC Code Principle

VEIL’s application

A successful company is led by an eﬀective board,

whose role is to promote the long-term sustainable

success of the company, generating value for

shareholders and contributing to wider society.

(Incorporates relevant content from UK Code

Principle A)

The Board meets at least quarterly to assess the Company’s

performance, viability, risk and value over the short, medium and

long term.

The eﬀectiveness of the Board and the Chair of the Board is

reviewed regularly as part of the internal control process led by the

Nomination and Remuneration Commiee.

The board should establish the company’s purpose,

values and strategy and satisfy itself that these and

its culture are aligned. All directors must act with

integrity, lead by example and promote the desired

culture. (UK Code Principle B)

The Board holds quarterly strategy meeting during which it can

discuss important issues faced by the Company and the industry

and exchange ideas about the future outlook of the business.

The Board agrees a strategy and monitors performance against

this agreed strategy on an ongoing basis.

The Board hires an external third party to conduct a formal

evaluation on its own performance every two or three years.

The last Board evaluation report was done in October 2024 by

Lintstock Limited, a global third-party advisor to the boards of a

variety of companies, including over 60 investment trusts.

The board should ensure that the necessary

resources are in place for the company to meet its

objectives and measure performance against them.

The board should also establish a framework of

prudent and eﬀective controls, which enable risk to

be assessed and managed. (UK Code Principle C)

The Board considers that the Company is adequately resourced

to meet its objectives and is satisﬁed that it is able to eﬀectively

measure its performance against them.

In order for the company to meet its responsibilities

to shareholders and stakeholders, the board should

ensure eﬀective engagement with and encourage

participation from, these parties. (UK Code Principle

The Board receives regular reports from the Investment Manager

in relation to shareholder engagement as part of an extensive

investor relations programme.

[Intentionally left blank]

The chair leads the board and is responsible for

its overall eﬀectiveness in directing the company.

They should demonstrate objective judgement

throughout their tenure and promote a culture

of openness and debate. In addition, the chair

facilitates constructive board relations and the

eﬀective contribution of all non-executive directors,

and ensures that directors receive accurate, timely

and clear information. (UK Code Principle F)

The Chair of the Board encourages active participation at Board

meetings, including seing the agenda items for discussion.

Table 1: 17 Principles of the AIC Code in Practice During the Year Ended 31 December 2024

* In accordance with the AIC Code, Principle E from the UK Code is not relevant for externally managed investment companies.

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

AIC Code Principle

VEIL’s application

The board should consist of an appropriate

combination of directors (and, in particular,

independent non-executive directors) such that

no one individual or small group of individuals

dominates the board’s decision making.

(Incorporates relevant content from UK Code

Principle G)

The Board has delegated responsibility to key Commiees, as well

as engaging the Investment Manager under a formal investment

management and services agreement.

Non-executive directors should have suﬀicient time

to meet their board responsibilities. They should

provide constructive challenge, strategic guidance,

oﬀer specialist advice and hold third party service

providers to account. (Incorporates relevant content

from UK Code Principle H)

The Directors consider they have suﬀicient time to meet their

Board responsibilities.

The board, supported by the company secretary,

should ensure that it has the policies, processes,

information, time and resources it needs in order

to function eﬀectively and eﬀiciently. (UK Code

Principle I)

Maples Secretaries (Cayman) Limited provides company

secretarial services to the Company and, together with external

specialist advisors, ensures that Directors procedures and any

applicable rules and regulations are observed.

Appointments to the board should be subject to a

formal, rigorous and transparent procedure, and an

eﬀective succession plan should be maintained.

Both appointments and succession plans should be

based on merit and objective criteria and, within this

context, should promote diversity of gender, social

and ethnic backgrounds, cognitive and personal

strengths. (Incorporates relevant content from UK

Code Principle J)

The Nomination and Remuneration Commiee is responsible

for proposing candidates for appointment to the Board and for

overseeing the recruitment process.

The board and its commiees should have a

combination of skills, experience and knowledge.

Consideration should be given to the length of

service of the board as a whole and membership

regularly refreshed. (UK Code Principle K)

The varying backgrounds and wide-ranging experience of the

Directors, including in the investment and ﬁnancial services

sectors, commercial businesses and academia, ensure broad

cognitive diversity, which is viewed as key in assisting eﬀective

challenge and discipline.

Annual evaluation of the board should consider its

composition, diversity and how eﬀectively members

work together to achieve objectives. Individual

evaluation should demonstrate whether each

director continues to contribute eﬀectively. (UK

Code Principle L)

The Board conducts an annual review of its performance and that

of its individual Directors at its year-end Board meeting.

The board should establish formal and transparent

policies and procedures to ensure the independence

and eﬀectiveness of external audit functions

and satisfy itself on the integrity of ﬁnancial and

narrative statements. (Incorporates relevant content

from UK Code Principle M)

The Board has delegated the assessment of the external audit

function and the review of the integrity of the Annual Report and

Interim Report to the Audit and Compliance Commiee (from 1

December 2024 the Audit and Risk Commiee).

Vietnam Enterprise Investments Limited - Annual Report 2024

Corporate Governance Statement

Continued

AIC Code Principle

VEIL’s application

The board should present a fair, balanced and

understandable assessment of the company’s

position and prospects. (UK Code Principle N)

The Audit and Compliance Commiee (from 1 December 2024 the

Audit and Risk Commiee) reviewed the ﬁnancial and narrative

statements in the 2024 Annual Report, as well as supporting

papers and evidence from the Investment Manager in relation to

this area.

The board should establish procedures to manage

risk, oversee the internal control framework and

determine the nature and extent of the principal

risks the company is willing to take in order to

achieve its long-term strategic objectives. (UK Code

Principle O)

Day-to-day risk management is undertaken by the Investment

Manager and overseen by the Risk Management Commiee (from

1 December 2024 the Audit and Risk Commiee) which receives

detailed reports quarterly on the risk management and internal

control functions.

Remuneration policies and practices should be

designed to support strategy and promote long-

term sustainable success. (Incorporates relevant

content from UK Code Principle P)

The Directors’ remuneration policy is in accordance with

the provisions of the UK Code for Non-executive Directors’

remuneration.

A formal and transparent procedure for developing

policy on remuneration should be established. No

director should be involved in deciding their own

remuneration outcome. (Incorporates relevant

content from UK Code Principle Q)

As set out in the Directors’ Remuneration Report, the Directors are

paid on a ﬁxed-fee basis, as recommended by the Nomination and

Remuneration Commiee and approved by the Board.

Directors should exercise independent judgement

and discretion when authorising remuneration

outcomes, taking account of company and individual

performance and wider circumstances. (UK Code

Principle R)

The Directors are remunerated on the basis of a ﬂat standard fee

supplemented by additional fees for Commiee memberships and

chairing duties.

2024 Annual General Meeting, London, 25 June 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Audit and Risk Commiee Report

Overview

On 1 November 2023, the Board of Directors of the

Company (the “Board”) reviewed the Board Commiees

and their functions. The Audit and Risk Commiee was

split into the Audit and Compliance Commiee and the

Risk Management Commiee.

For the period from 1 November 2023 to 30 November

2023, the Audit and Compliance Commiee consisted

of three members, and the Risk Management Commiee

also consisted of three members. All members were

appointed by the Board on the recommendation of

the

Nomination

and

Remuneration

Commiee

consultation with the Chair of the Board.

All members of the Audit and Compliance Commiee

and the Risk Management Commiee were to be

Independent Non-executive Directors. At least one

member of the Audit and Compliance Commiee must

have recent and relevant ﬁnancial experience.

The Board appointed the Chair of the Audit and

Compliance Commiee and the Chair of the Risk

Management Commiee, who had the responsibility of

liaising with the Board.

On 1 December 2024,

the Audit and Compliance

Commiee and the Risk Management Commiee were

consolidated into a single Audit and Risk Commiee.

The Audit and Risk Commiee also consists of three

members, who are appointed by the Board on the

recommendation of the Nomination and Remuneration

Commiee in consultation with the Chair of the Board.

All members of the Audit and Risk Commiee are

Independent Non-executive Directors and at least one

member had recent and relevant ﬁnancial experience.

The Board appointed the Chair of the Audit and Risk

Commiee, who had the responsibility of liaising with

the Board. The Audit and Risk Commiee meets at least

three times a year, to held coincide with key dates within

the ﬁnancial reporting and audit cycle of the Company.

Composition

Until 30 November 2024, the Audit and Compliance

Commiee was chaired by Low Suk Ling and its

members included Charles Cade and Entela Benz-

Saliasi. The Risk Management Commiee was chaired

by Entela Benz-Saliasi and its members included Vi

Peterson and Low Suk Ling.

During the year ended 31 December 2024 (before the

consolidation into the Audit and Risk Commiee), the

Audit and Compliance Commiee met three times and

the Risk Management Commiee met twice. Table 4 at

the end of the Corporate Governance Statement shows

the aendees of all Commiee meetings.

The

Company’s

External

Auditors

and

Investment

Manager’s representatives were invited to aend the

Audit and Compliance meetings as necessary.

In the opinion of the Board, the Audit and Risk Commiee

of the Company complies with the recommendations

and requirements of the AIC Code.

Roles and Responsibilities

The Audit and Risk Commiee took over the roles and

responsibilities of the Audit and Compliance Commiee

from 1 December 2024.

Financial Reporting

The Audit and Risk Commiee shall review the actions

and judgments of the Investment Manager in relation

to the integrity of the ﬁnancial statements of the

Company, including its annual and interim reports

and any other formal announcements relating to its

ﬁnancial performance and reviews signiﬁcant ﬁnancial

reporting issues and judgments which they contain.

The Board was made fully aware of any signiﬁcant

ﬁnancial issue and judgments made in connection with

the preparation of the ﬁnancial statements including

valuation of an unlisted investment as per Note 13(d)

(iii) to Financial Statements.

Having veriﬁed that the ﬁnancial statements and the

disclosure on the Notes to the ﬁnancial statements

are in accordance with relevant laws and reporting

standards, the Audit and Risk Commiee approved the

ﬁnancial statements that were audited by the external

auditor.

Vietnam Enterprise Investments Limited - Annual Report 2024

Audit and Risk Commiee Report

Continued

Vietnam Enterprise Investments Limited - Annual Report 2024

Compliance

The Audit and Risk Commiee shall oversee the process

of identifying, assessing and controlling the Company’s

compliance with regulatory and corporate compliance

obligations, including but not limited to the UK Listing

Rules, the Disclosure Guidance and Transparency

Rules, the UK Market Abuse Regulation, the AIC Code

and the Articles of Association of the Company. A

compliance checklist has been developed that covers

key compliance requirements of the Company, which is

updated, reviewed and monitored regularly.

The Board was made fully aware of any signiﬁcant

compliance issues arising in connection with the

Company and engaged on upcoming changes to

corporate and regulatory compliance obligations.

Internal Audit

The Company does not have its own internal audit

function but places reliance on the internal audit,

compliance and other control functions of its service

providers.

The Audit and Risk Commiee shall consider at least

once a year whether there is a need for an internal audit

function and provide an explanation of the reasons

for the absence of such a function for inclusion in the

relevant section of the annual report.

External Audit

The Audit and Risk Commiee shall monitor and review

the

external

auditor’s

quality,

independence

and

objectivity and make recommendations to the Board

in relation to the appointment, re-appointment and

removal of the external auditor.

Conﬂicts

The Audit and Risk Commiee shall provide oversight

and guidance to the Board in relation to actual and

potential conﬂicts of interest between the Company

and any related party or provider of services to the

Company. Related parties shall mean the members of

the Board, the Investment Manager and/or its parent

and

sister

companies

(the

“Investment

Manager

Group”) together with the owners and directors of the

Investment Manager Group.

Principal Risks and Uncertainties

The Board and the Audit and Risk Commiee are

responsible for identifying, assessing and managing/

mitigating and regularly monitoring the key risks and

controls systems.

In particular, the Audit and Risk Commiee reviews

and challenges where necessary: investment risks

including, but not limited to, market, credit, liquidity,

leverage, political and compliance risks, ESG and climate

change-related risks, and business operational risks.

The Directors conﬁrm that they have carried out

robust

assessment

the

principal

risks

and

uncertainties facing the Company, including those that

would threaten its business model, future performance,

solvency or liquidity, on a quarterly basis. This includes

assessment

strategic,

business,

ﬁnancial,

operational, IT and compliance risks.

The Directors have not identiﬁed any other principal

risk or uncertainty during the year ended 31 December

2024.

Audit and Risk Commiee Report

Continued

Vietnam Enterprise Investments Limited - Annual Report 2024

KPMG’s rotation policies are consistent with the Code

of Ethics of the International Ethics Standards Board

for Accountants (the “IESBA”). which requires the

ﬁrm to comply with any stricter applicable rotation

requirement.

In December 2024, the FRC in the UK performed a review

and inspection of the KPMG’s audit of the Company’s

ﬁnancial statements for the year ended 31 December

2023. The FRC assessed that the audit carried out by

KPMG was of good quality, with no key ﬁndings arising

from the review.

The Audit and Risk Commiee reviews the ﬁndings of

the audit with the external auditor, including discussing

the major issues that arise during the audit, the key

accounting and audit judgements, the levels of errors

identiﬁed during the audit and the eﬀectiveness of the

audit process.

The Audit and Risk Commiee meets with the auditors

at least once a year to discuss any key issues arising

from the audit and/or review.

The Audit and Risk Commiee is responsible for making

recommendations on the level of remuneration of the

external auditor, including fees for audit and non-audit

services, to ensure that the level of fees is appropriate

to enable an eﬀective and high-quality audit to be

conducted.

Fees paid to KPMG for audit and audit-related services

are summarised below:

•

2024: US$ 80,000

•

2023: US$ 80,000

In addition,

other fees paid for non-audit services (Tax

advisory service for PFIC for the United States and

equity quote for German investors) are set out in Note

10 to the ﬁnancial statements.

KPMG also has policies, which are consistent with the

IESBA principles and applicable laws and regulations,

which address the scope of services that can be

provided to audit clients. KPMG’s policies require the

audit engagement partner to evaluate the threats

arising from the provision of non-audit services and

the safeguards available to address those threats. In

order to further safeguard the auditor’s independence

and objectivity, the Company engaged a KPMG aﬀiliate

to perform non-audit services where such aﬀiliate was

clearly best suited to perform the service. The provision

of such services did not pose any conﬂict of interest

with the audit or audit-related work.

External Auditor Appointment and

Tenure

The Audit and Risk Commiee has primary responsibility

for the reappointment or removal of the external

auditor, which includes negotiating the fee and scope

of the audit, and initiating tender processes in order

to make recommendations to the Board regarding the

appointment of an external auditor.

The Audit and Risk Commiee annually assesses and

reports to the Board on the qualiﬁcation, expertise,

resources, independence and objectivity of the external

auditor and the eﬀectiveness of the audit process,

taking into consideration relevant UK and other relevant

professional and regulatory requirements, including

the AIC Code and the Financial Reporting Council

(“FRC”) Standard, in order to satisfy itself that there are

no relationships between the external auditor and the

Company and/or the Investment Manager (other than in

the ordinary course of business) which could adversely

aﬀect the auditor’s independence and objectivity.

In 2023, the Chair of the Audit and Compliance

Commiee

requested

periodic

review

the

external auditor, KPMG. The Audit and Compliance

Commiee conducted a tender process in order to

make recommendations to the Board regarding which

external auditor should be appointed going forward.

The Audit and Compliance Commiee engaged with

four audit ﬁrms as potential replacements, however,

only one audit ﬁrm responded positively.

The Audit and Compliance Commiee noted that the

sole audit ﬁrm that responded positively did not have

a Vietnam oﬀice approved by the FRC. As a result, their

proposed audit process will involve at least two oﬀices

in diﬀerent jurisdictions, for which their combined fees

were approximately double the current audit fees that

the Company is paying. The Audit and Compliance

Commiee proposed, and the Board concluded, that

the selection of KPMG was the most appropriate

external auditor for the Company.

The Audit and Risk Commiee reviews the performance

and qualiﬁcation of KPMG every year as part of good

corporate governance. The conclusion remains that

there are limited choices for auditors in Vietnam with

relevant experience and that KPMG is the only FRC-

qualiﬁed auditor in Vietnam.

KPMG Limited (“KPMG”) was ﬁrst appointed as the

Company’s external auditor in 2008 and during the

audit tenure from 2008 to 2024, four audit partners

were rotated to perform the service. For the year ended

31 December 2024, it was the third ﬁnancial year for

the partner who was assigned to audit the Company’s

ﬁnancial statements and processes.

Audit and Risk Commiee Report

Continued

Vietnam Enterprise Investments Limited - Annual Report 2024

Eﬀectiveness of Audit

The Audit and Risk Commiee reviewed the audit

planning

and

the

standing,

skills

and

experience

of KPMG and the audit team and considered the

independence of KPMG and the objectivity of the audit

process. KPMG has conﬁrmed that it is independent of

the Company and has complied with relevant auditing

standards. No modiﬁcations were required to the

external audit approach.

The Audit and Risk Commiee received a presentation

of the audit plan from KPMG prior to the commencement

of the latest audit and a presentation of the results

of the audit prior to the ARC meeting. During the

meeting, the ARC discussed with KPMG on various

topics including but not limited to audit planning and

approach.

The Audit and Risk Commiee is satisﬁed that KPMG

has

provided

eﬀective

independent

challenge

carrying out its responsibilities. After due consideration,

the Audit and Risk Commiee recommends the re-

appointment of KPMG and their re-appointment will be

put to the Company’s shareholders at the 2025 AGM.

Fair, Balanced and Understandable

Annual Report

As a result of the work performed, the Audit and Risk

Commiee has concluded that the annual report for

the year ended 31 December 2024, taken as a whole,

is fair, balanced and understandable and provides the

information necessary for shareholders to assess

the Company’s position and performance, business

model and strategy. The Audit and Risk Commiee has

reported on these ﬁndings to the Board.

Low Suk Ling

Chair of the Audit and Risk Commiee

Vietnam Enterprise Investments Limited

29 April 2025

The Investment Company Showcase, London, 11 October 2024

Directors’ Remuneration Report

Vietnam Enterprise Investments Limited - Annual Report 2024

Directors’ role

Fees per annum

Member of the Board only

US$45,000

Chair of the Board

+US$10,000

Member of each Commiee

+US$2,500

Chair of each Commiee

+US$5,000

Directors

2024 (US$)

2023 (US$)

Sarah Arkle

56,250

52,500

Charles Cade

51,250

12,083

Vi Peterson

52,500

Low Suk Ling

52,500

50,416

Gordon Lawson*

30,000

57,917

Entela Benz-Saliasi*

49,167

52,500

Table below describes the Directors’ fee paid to the

Directors of the Company:

* Gordon Lawson resigned on 30 June 2024 and Entela Benz-Saliasi resigned on 30

November 2024.

Overview

The

Nomination

and

Remuneration

Commiee

responsible for determining the level of Directors’ fees.

The terms of reference are available on request. The

Nomination and Remuneration Commiee has prepared

this Report in accordance with the recommendations

of the AIC Code of Corporate Governance.

Remuneration Policy

The Company’s Remuneration Policy for the Directors

of the Company takes into consideration the principles

of the UK Corporate Governance Code and the AIC’s

recommendations regarding the application of those

principles to investment companies.

Directors’

remuneration

determined

the

Nomination and Remuneration Commiee.

Subject to the overall limit, the Remuneration Policy

of the Board of Directors is that the remuneration of

Non-executive Directors should reﬂect the nature

of their duties, responsibilities and the value of their

time spent, and be fair and comparable to that of other

investment trusts and companies that are similar in

size, have a similar capital structure and have a similar

investment objective.

No shareholder views were sought in seing the

Remuneration Policy although any comments received

from shareholders would be considered on an on-going

basis.

Directors’ Fees

All of the Directors of the Company are non-executive

and their fees are set within the limits of the Company’s

Amended and Restated Memorandum and Articles of

Association which limit the aggregate fees payable to

the Board of Directors per annum to US$400,000.

The level of this cap may be increased by a resolution of

the shareholders from time to time.

Fee rates have been established by reference to current

market levels and are as follows:

Vi Peterson

Chair of the Nomination and Remuneration Commiee

Vietnam Enterprise Investments Limited

29 April 2025

Board fees were last revised in 2021. In light of a recent

benchmarking exercise the Board will be reviewing

Directors fees in the second half of 2025.

Board of Directors

Vietnam Enterprise Investments Limited - Annual Report 2024

Vi Peterson

Appointed April 2018

Independent Non-executive Director

Senior Independent Non-executive Director (from November 2023 to January 2025)

Chair of the Nomination and Remuneration Commiee (from November 2023)

Vi is an international business consultant based in Melbourne, Australia, with extensive experience across a diverse

range of senior management roles and non-executive directorships in the private sector, public sector (trade diplomacy)

and not-for-proﬁt / university sector. She came back in 1993 to establish the ANZ Bank’s greenﬁeld operations in

Vietnam. She later served as Australia’s Senior Trade Commissioner to Vietnam until 1999. In 2000 she established a

consultancy ﬁrm specialising in the provision of strategic advice to companies operating in emerging markets, helping

them to navigate the complex political, cultural and regulatory environment in Asia. Concurrently until 2021, she was

the co-founder and Executive Director of The Alliance for Safe Children, a US not-for-proﬁt corporation with a global

mission to reduce the rising toll of child mortality arising from preventable injuries in Asia by advocating and raising

funds for prevention program with governments and institutional donors.

NRC

ARC

MEC

Low Suk Ling

Appointed July 2021

Independent Non-executive Director

Chair of the Audit and Compliance Commiee (from November 2023 to November 2024)

Chair of the Audit and Risk Commiee (from December 2024)

Suk Ling currently serves as General Counsel for Marsh McLennan Asia, a global professional services ﬁrm with

business in risk management, insurance and investment advising. In this role, she looks after legal and compliance at

Marsh and Mercer in Asia.

NRC

ARC

MEC

Sarah Arkle

Appointed January 2022

Independent Non-executive Director

Chair of the Board

(from July 2024)

Sarah is an investment professional with over thirty years’ experience. Originally working for Save and Prosper Group

and WI Carr (Overseas) Ltd, she joined Threadneedle Asset Management (now Columbia Threadneedle) in 1983. She

held various positions there, including ten years as Chief Investment Oﬀicer before retiring in 2011. She was a non-

Exec Director of F&C Investment Trust and Janus Henderson Group PLC and was Chair of JPMorgan Emerging Markets

Investment Trust until 2022. Since 2011, Sarah has been a member of the Prince’s Trust Women Supporting Women

Group.

MEC

NRC

ARC

MEC

NRC

Audit and Risk Commiee member

Management Engagement Commiee member

Nomination and Remuneration Commiee member

Commiee Chair

Non-member

Board of Directors

Continued

Vietnam Enterprise Investments Limited - Annual Report 2024

Gordon Lawson

Appointed July 2014 / Resigned June 2024

Independent Non-executive Director

Chair of the Board (from July 2022 to June 2024)

Gordon has many years of experience in the City, laerly as head of equity proprietary trading and EMEA equity,

derivatives and convertible bond risk at Salomon/Citigroup and then as the founder of Pendragon Capital, a large

event-driven hedge fund. Gordon is an adviser to several funds, sits on the Advisory Boards of several companies and

funds, including Bridges Ventures and is Chair of Parkwalk Advisors.

Charles Cade

Appointed October 2023

Independent Non-executive Director

Senior Independent Non-executive Director (from January 2025)

Chair of the Management Engagement Commiee (from July 2024)

Charles is an investment professional with over 30 years’ experience in investment companies. He was among the

leading analysts throughout his career at Numis Securities, Winterﬂood Securities, HSBC and Merrill Lynch. He joined

the City following an MBA, having previously worked for a consultancy ﬁrm and as an economist in the UK government.

He is currently a non-executive director of Temple Bar Investment Trust, a member of the investment commiee of the

Rank Foundation charity and an independent consultant to interactive investor.

MEC

ARC

NRC

Dominic Scriven O.B.E

Appointed May 1995

Non-executive Director

Born in Britain, Dominic is a graduate in Law and Sociology from Exeter University. After spells in ﬁnance in London and

Hong Kong, he has spent the past 30 years at the head of Dragon Capital, Vietnam’s largest private asset manager. He

was appointed OBE by Queen Elizabeth II in 2006 and received a Labour medal from the Vietnamese President in 2014.

In business, Dominic is an active promoter of ﬁnancial market development, good governance and sustainability, with

a particular focus on Natural Capital, that in 2019 led to the endowment of the Dragon Chair in Biodiversity Economics

at Exeter University. Privately, his interests range from Vietnamese art to biodiversity and eliminating the illegal trade

in wildlife.

MEC

ARC

NRC

Board of Directors

Continued

Vietnam Enterprise Investments Limited - Annual Report 2024

Entela Benz-Saliasi

Appointed May 2019 / Resigned November 2024

Independent Non-executive Director

Chair of the Risk Management Commiee (from November 2023 to November 2024)

Entela holds a PhD in Financial Asset Management and Engineering from Swiss Finance and Banking Institute, a

postgraduate degree from Linacre College, Oxford and a MPhil from IUHEI, Geneva, Switzerland. She has served as

Adjunct Associate Professor at Department of Finance, HKUST Business School, Finance Department in Hong Kong

for more than 16 years. Alongside teaching, she has been acting as a consultant for Sustainable and Climate Investing

since 2007. She has done extensive academic and industry work on asset pricing as well as the value of climate risk on

company ﬁnancial performance for leading ﬁnancial institutions. She is also the founder and CEO of Intensel Limited,

a global-award winning (COP28) company on AI and Climate Solutions leveraging ML/Deep Learning, geospatial and

satellite data for mapping climate-related ﬁnancial risk. She sits on various pro-bono boards in Hong Kong and the

Philippines. As a ﬁnancial professional she worked in the Investment bank and hedge fund industry including analyst

in UBS (2007, HK), Longitude Investment SA (1999, Switzerland

)

and a Director in Security and Exchange Commission

(1997, Albania), before moving into an academic, consultancy and entrepreneurship role. Given the wealth of expertise

spanning across academia and industry, she has acquired a comprehensive experience in strategy, risk management,

ﬁnancial statements, accounting policies, practices and governance. She is a frequent speaker in large conference

from The Economist to CLSA Forum etc.wildlife.

Edphawin Jetjirawat

Appointed March 2025

Independent Non-executive Director

Eddy is an investor, business owner, and board member with over 20 years of global investment and business-building

experience. Currently based in Bangkok, he co-founded a private investment ﬁrm, where he actively invests and

serves on the boards of organisations across various industries. Prior to March 2022, Eddy was a Managing Director at

Temasek, where he led investments across Southeast Asia, covering direct private investments, listed equities, and

funds across multiple sectors. Over his 14-year tenure at Temasek, he also held key leadership roles, including serving

as Staﬀ Oﬀicer to the CEO. Before Temasek, Eddy was a Vice President at Lombard Investments, a private equity ﬁrm

focused on Thailand and Vietnam. He began his career as an investment banker at Merrill Lynch Phatra in Bangkok,

advising major Thai corporations on M&A, IPOs, and debt restructuring. He holds an MBA from Harvard Business School

and a Bachelors in Business Administration from Thammasat University, Thailand.

Board of Directors

Continued

Vietnam Enterprise Investments Limited - Annual Report 2024

Status

Appointed

Years on Board

Ownership in VEIL

Sarah Arkle

Independent

2022

20,000

0.01%

Vi Peterson

Independent

2018

Low Suk Ling

Independent

2021

Charles Cade

Independent

2023

25,000

0.01%

Dominic Scriven O.B.E

Non-Independent

1995

178,423

0.10%

223,423

0.12%

All directors are non-executive.

Edphawin Jetjirawat (appointed on 1 March 2025)has no beneﬁcial interest in the Company.

Ownership in VEIL as of 31 December 2024

Left to Right: Charles Cade, Vi Peterson, Dominic Scriven O.B.E, Sarah Arkle, Entela Benz-Saliasi, Low Suk Ling

Vietnam Enterprise Investments Limited - Annual Report 2024

Report of the Board of Directors

The

Directors

Vietnam

Enterprise

Investments

Limited (“the Company”) present their report and the

audited ﬁnancial statements of the Company for the

year ended 31 December 2024.

Principal activity

The Company is an investment holding company

incorporated as an exempted company with limited

liability in the Cayman Islands on 20 April 1995. The

shares of the Company have been listed on the main

market of the London Stock Exchange since 5 July 2016

(until 4 July 2016: listed on the Irish Stock Exchange).

The principal activity of the Company is investing

directly or indirectly in a diversiﬁed portfolio of listed

and unlisted securities in Vietnam.

Results and dividends

The Company’s proﬁt for the year ended 31 December

2024 and its ﬁnancial position at that date are set out in

the aached ﬁnancial statements. The Directors have

taken the decision not to pay a dividend in respect of

the year ended 31 December 2024 (2023: Nil).

Share capital

Details of movements in the Company’s share capital

during the year are presented in Note 8. As at 31

December 2024, the Company had 184,733,753 Ordinary

Shares and 1,000 Management Shares outstanding

(31 December 2023: 201,026,986 Ordinary Shares and

1,000 Management Shares outstanding).

According to the Resolution dated 22 March 2024,

the Board of Directors resolved to cancel 19,893,760

treasury shares of the Company (“Share Cancellation”).

The Share Cancellation was completed on 3 April 2024.

Directors

The Directors of the Company during the year ended

31 December 2024 and to the date of this annual report

were as follows:

Non-executive Director:

Dominic Scriven O.B.E

Independent Non-executive Directors:

Sarah Arkle

•

Chair (since 1 July 2024)

•

Independent Non-executive Director (until 30

June 2024)

Gordon Lawson

•

Chair (until 30 June 2024)

Charles Cade

•

Senior Independent Non-executive Director

(since 21 January 2025)

•

Independent Non-executive Director (until 20

January 2025)

Vi Peterson

•

Senior Independent Non-executive Director

(until 20 January 2025)

•

Independent Non-executive Director (since 21

January 2025)

Low Suk Ling

•

Independent Non-executive Director

Edphawin Jetjirawat

•

Independent Non-executive Director (since 1

March 2025)

Entela Benz-Saliasi

•

Independent Non-executive Director (until 30

November 2024)

In accordance with Article 91 of the Amended and

Restated Memorandum and Articles of Association

(the “Articles”), the Independent and Non-independent

Non-executive

Directors

are

required

submit

themselves for re-election at the next occurring Annual

General Meeting (“AGM”). Save for Gordon Lawson, who

stepped down from the Board eﬀective 30 June 2024,

all of the Independent Non-executive Directors were

duly re-appointed at the AGM held on 25 June 2024

following the expiry of their respective terms. Dominic

Scriven O.B.E also submied himself for re-election and

was duly re-appointed.

Report of the Board of Directors

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Directors’ rights to acquire shares or

debentures

At no time during the year was the Company a party to

any arrangement to enable the Company’s Directors or

their respective spouses or minor children to acquire

beneﬁts by means of the acquisition of shares in,

or debentures of, the Company or any other body

corporate.

Directors’ interests in shares

Dominic Scriven O.B.E, a Non-executive Director of the

Company, is a beneﬁcial shareholder of the Company,

holding 178,423 Ordinary Shares of the Company as at

31 December 2024 (31 December 2023: 178,423 Ordinary

Shares).

Dominic Scriven O.B.E also has indirect interests in

shares of the Company as he is a key shareholder of

Dragon Capital Group Limited, the parent company of

Dragon Capital Limited which holds the Management

Shares of the Company. Dragon Capital Group Limited

is also the ultimate parent company of Dragon Capital

Management (HK) Limited, which is the Investment

Manager of the Company, and Dragon Capital Markets

Limited. As at 31 December 2024, Dragon Capital

Markets Limited beneﬁcially held 1,685,359 Ordinary

Shares (31 December 2023: 1,685,359 Ordinary Shares)

of the Company for investment and proprietary trading

purposes.

Sarah Arkle, an Independent Non-executive Director

until 30 June 2024 and Chair of the Company since 1

July 2024, is a beneﬁcial shareholder of the Company,

holding 20,000 Ordinary Shares of the Company as at

31 December 2024 (31 December 2023: 9,696 Ordinary

Shares).

Gordon Lawson, Chair of the Company until 30 June

2024, is a beneﬁcial shareholder of the Company,

holding 25,000 Ordinary Shares of the Company as at

31 December 2024 (31 December 2023: 25,000 Ordinary

Shares).

Charles Cade, an Independent Non-executive Director

until 20 January 2025 and a Senior Independent Non-

executive Director since 21 January 2025, is a beneﬁcial

shareholder of the Company, holding 25,000 Ordinary

Shares of the Company as at 31 December 2024 (31

December 2023: 15,000 Ordinary Shares).

Apart from the above, no other Director had a direct or

indirect interest in the share capital of the Company, or

its underlying investments at the end of the year, or at

any time during the period.

Directors’ interests in contracts

There were no contracts of signiﬁcance in relation

to the Company’s business in which a Director of the

Company had a material interest, whether directly or

indirectly, at the end of the year or at any time during

the year.

Major shareholders

Details of the shareholders who owned more than 5%

of the Company’s issued Ordinary Share capital as at 31

December 2024 and 2023 are set out in Note 8 to the

ﬁnancial statements.

Subsequent events

Details of the material subsequent events of the

Company are set out in Note 14 to the ﬁnancial

statements.

Auditors

KPMG Limited, Vietnam

Report of the Board of Directors

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Sarah Arkle

Chair

Vietnam Enterprise Investments Limited

29 April 2025

Charles Cade

Senior Independent Non-executive Director

Vietnam Enterprise Investments Limited

29 April 2025

The Directors conﬁrm to the best of

their knowledge that:

•

the ﬁnancial statements have been prepared

in conformity with IFRS Accounting Standards

and give a true and fair view of the assets,

liabilities, ﬁnancial position and proﬁt or loss of

the Company, and the undertakings included

in the ﬁnancial statements taken as a whole,

as required by the United Kingdom Financial

Conduct Authority’s Disclosure Guidance and

Transparency Rules (“DTR”) 4.1.12R and are in

compliance with the requirements set out in the

Companies Law;

•

the Annual Report and ﬁnancial statements

include a fair review of the development and

performance of the business and the position

of the Company and the undertakings included

in the ﬁnancial statements taken as a whole,

together with a description of principal risks and

uncertainties that they face; and

•

the Annual Report and ﬁnancial statements,

taken as a whole, are fair, balanced and

understandable and provide the information

necessary for shareholders to assess the

Company’s position, performance, business

model and strategy.

The Directors conﬁrm that they have complied with

the above requirements in preparing the ﬁnancial

statements.

Approval of the ﬁnancial statements

The

Board

Directors

hereby

approves

the

accompanying ﬁnancial statements which give a true

and fair view of the ﬁnancial position of the Company as

at 31 December 2024, and of its ﬁnancial performance

and its cash ﬂows for the year then ended in accordance

with IFRS Accounting Standards.

Signed on behalf of the Board by:

Directors’ responsibility in respect of

the ﬁnancial statements

The Board of Directors is responsible for ensuring that

the ﬁnancial statements of the Company are properly

drawn up so as to give a true and fair view of the

ﬁnancial position of the Company as at 31 December

2024 and of its ﬁnancial performance and its cash ﬂows

for the year then ended. When preparing these ﬁnancial

statements, the Board of Directors is required to:

•

adopt appropriate accounting policies which

are supported by reasonable and prudent

judgments and estimates and then apply them

consistently;

•

comply with the requirements of IFRS

Accounting Standards as issued by the

International Accounting Standards Board

(“IFRS Accounting Standards”) or, if there have

been any departures in the interest of true

and fair presentation, ensure that these have

been appropriately disclosed, explained and

quantiﬁed in the ﬁnancial statements;

•

maintain adequate accounting records and an

eﬀective system of internal controls;

•

prepare the ﬁnancial statements on a going

concern basis unless it is inappropriate to

assume that the Company will continue its

operations in the foreseeable future; and

•

control and direct eﬀectively the Company in all

material decisions aﬀecting its operations and

performance and ascertain that such decisions

and/or instructions have been properly

reﬂected in the ﬁnancial statements.

The Board of Directors is also responsible for ensuring

that

proper

accounting

records

are

kept

which

disclose, with reasonable accuracy at any time, the

ﬁnancial position of the Company. It is also responsible

for safeguarding the assets of the Company and hence

for taking reasonable steps for the prevention and

detection of fraud and other irregularities.

The important events that occurred during the year

ended 31 December 2024 are described in the Chair’s

Statement and the Corporate Governance Statement.

detailed

description

the

principal

risks

and

uncertainties faced by the Company are set out in the

Corporate Governance Statement.

Independent Auditors’ Report

Vietnam Enterprise Investments Limited - Annual Report 2024

Independent Auditors’ Report

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Independent Auditors’ Report

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Independent Auditors’ Report

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Statement of Financial Position

as at 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Notes

31 December 2024

US$

31 December 2023

US$

Change

in %

CURRENT ASSETS

Financial assets at fair value through proﬁt or loss

5(a)

1,793,528,114

1,740,006,742

Other receivables

43,816

815,918

Balances due from brokers

2,208,879

3,705,746

Cash and cash equivalents

15,822,323

10,192,455

TOTAL ASSETS

1,811,603,132

1,754,720,861

3.24

CURRENT LIABILITIES

Balances due to brokers

11,867,729

8,597,381

Accounts payable and accruals

2,625,702

2,865,772

TOTAL LIABILITIES

14,493,431

11,463,153

26.43

EQUITY

Issued share capital

1,847,346

2,010,278

Share premium

287,049,152

408,590,156

Retained earnings

1,508,213,203

1,332,657,274

TOTAL EQUITY

1,797,109,701

1,743,257,708

3.09

TOTAL LIABILITIES AND EQUITY

1,811,603,132

1,754,720,861

3.24

NUMBER OF ORDINARY SHARES IN ISSUE

184,733,753

201,026,986

NET ASSET VALUE PER ORDINARY SHARE

9.73

8.67

12.23

Approved by the Board of Directors on 29 April 2025

Dominic Scriven O.B.E

Director

Vietnam Enterprise Investments Limited

The accompanying notes are an integral part of these ﬁnancial statements

Statement of Comprehensive Income

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Notes

2024

US$

2023

US$

INCOME

Interest income

18,725

41,937

Dividend income

14,919,224

11,456,082

Net changes in fair value of ﬁnancial assets at fair value

through proﬁt or loss

5(b)

177,142,004

180,399,537

Gains on disposals of investments

24,822,716

7,942,565

TOTAL INCOME

216,902,669

199,840,121

EXPENSES

Administration fees

(1,324,762)

(1,196,736)

Custody fees

(989,041)

(898,497)

Directors’ fees

(291,667)

(277,916)

Management fees

(29,532,718)

(30,922,019)

Legal and professional service fees

(895,675)

(678,965)

Brokerage fees

(268,999)

(100,000)

Finance costs

(5,520,480)

(3,758,462)

Withholding taxes

(2,353)

(5,382)

Other operating expenses

(202,927)

(196,319)

TOTAL EXPENSES

(39,028,622)

(38,034,296)

NET PROFIT BEFORE EXCHANGE LOSSES

177,874,047

161,805,825

EXCHANGE LOSSES

Net foreign exchange losses

(2,318,118)

(857,236)

PROFIT BEFORE TAX

175,555,929

160,948,589

Income tax

NET PROFIT AFTER TAX FOR THE YEAR

175,555,929

160,948,589

OTHER COMPREHENSIVE INCOME FOR THE YEAR

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

175,555,929

160,948,589

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

ATTRIBUTABLE TO ORDINARY SHAREHOLDERS

175,555,929

160,948,589

BASIC EARNINGS PER ORDINARY SHARE

0.90

0.79

The accompanying notes are an integral part of these ﬁnancial statements

Statement of Changes in Equity

for the year ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Issued share

capital

US$

premium

US$

Retained

earnings

US$

Total

US$

Balance at 1 January 2023

2,067,265

448,805,801

1,171,708,685

1,622,581,751

Total comprehensive income for the year:

Net proﬁt for the year

160,948,589

Transactions with shareholders,

recognised directly in equity:

Repurchase of Ordinary Shares

(56,987)

(40,215,645)

(40,272,632)

Balance at 1 January 2024

2,010,278

408,590,156

1,332,657,274

1,743,257,708

Total comprehensive income for the year:

Net proﬁt for the year

175,555,929

Transactions with shareholders,

recognised directly in equity:

Repurchase of Ordinary Shares

( 162,932)

( 121,541,004)

( 121,703,936)

Balance at 31 December 2024

1,847,346

287,049,152

1,508,213,203

1,797,109,701

The accompanying notes are an integral part of these ﬁnancial statements

Statement of Cash Flows

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

The accompanying notes are an integral part of these ﬁnancial statements

Notes

2024

US$

2023

US$

CASH FLOWS FROM OPERATING ACTIVITIES

Proﬁt for the year

175,555,929

160,948,589

Adjustments for:

Interest income

(18,725)

(41,937)

Interest expense

2,270,480

945,962

Dividend income

(14,919,224)

(11,456,082)

Net changes in fair value of ﬁnancial assets at fair value

through proﬁt or loss

(177,142,004)

(180,399,537)

Gains on disposals of investments

(24,822,716)

(7,942,565)

(39,076,260)

(37,945,570)

Net cash ﬂows from subsidiaries carried at fair value

195,116,619

107,033,597

Changes in other receivables and balances due from

brokers

1,496,867

(1,821,814)

Changes in balances due to brokers and accounts payable

and accruals

3,030,278

(1,518,217)

160,567,504

65,747,996

Proceeds from disposals of investments

501,057,442

321,852,003

Purchases of investments

(547,730,713)

(362,026,034)

Interest received

18,725

41,937

Interest paid

(2,270,480)

(945,962)

Dividends received

15,691,3265

11,306,176

Net cash generated from operating activities

127,333,804

35,976,116

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings

230,000,000

50,000,000

Repayments of borrowings

(230,000,000)

(50,000,000)

Repurchase of Ordinary Shares

(121,703,936)

(40,272,632)

Net cash used in ﬁnancing activities

(121,703,936)

(40,272,632)

NET INCREASE/(DECREASE) IN CASH AND CASH

EQUIVALENTS

5,629,868

(4,296,516)

Cash and cash equivalents at the beginning of the year

10,192,455

14,488,971

CASH AND CASH EQUIVALENTS AT THE END OF

THE YEAR

15,822,323

10,192,455

Vietnam Enterprise Investments Limited - Annual Report 2024

Notes to the Financial Statements

for the Year Ended 31 December 2024

These notes form an integral part of, and should be read in conjunction with, the accompanying ﬁnancial statements.

THE COMPANY

Vietnam Enterprise Investments Limited (the “Company”) is a closed-end investment fund incorporated as an

exempted company with limited liability in the Cayman Islands on 20 April 1995. It commenced operations on 11 August

1995, the date on which the initial subscription proceeds were received.

The investment objective of the Company is to invest directly or indirectly in publicly or privately issued securities of

companies, projects and enterprises issued by Vietnamese entities, whether inside or outside Vietnam.

The Company’s Ordinary Shares have been listed on the main market of the London Stock Exchange since 5 July

2016 (until 4 July 2016: listed on the Irish Stock Exchange). The Company is established for an unlimited duration. As

required by the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”), at the

annual general meeting (“AGM”) held on 18 June 2020, a special resolution to wind up the Company on 31 December

2022 was put to the meeting but was not passed. In accordance with the Articles, the Company will put before the AGM

in 2025 a special resolution to wind up the Company eﬀective on 31 December 2027.

The Company had the following investments in subsidiaries as at 31 December 2024 and 31 December 2023, for the

purpose of investment holding:

Subsidiaries

Country of

incorporation

Principal

activities

% Ownership

31 December 2024

% Ownership

31 December 2023

Grinling International Limited

British Virgin Islands

Investment holding

100%

Wareham Group Limited

British Virgin Islands

Investment holding

100%

Goldchurch Limited (*)

British Virgin Islands

Investment holding

100%

VEIL Holdings Limited

British Virgin Islands

Investment holding

100%

Venner Group Limited

British Virgin Islands

Investment holding

100%

Rickmansworth Limited

British Virgin Islands

Investment holding

100%

VEIL Infrastructure Limited

British Virgin Islands

Investment holding

100%

Amersham Industries Limited

British Virgin Islands

Investment holding

100%

Balestrand Limited

British Virgin Islands

Investment holding

100%

Dragon Financial Holdings

Limited

British Virgin Islands

Investment holding

100%

(*) Goldchurch Limited was dissolved in 1 November 2024.

As at 31 December 2024 and 31 December 2023, the Company had no employees.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

BASIS OF PREPARATION

Statement of compliance

The Company’s ﬁnancial statements for the year ended 31 December 2024 have been prepared in accordance with

IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”).

Basis of measurement

These ﬁnancial statements have been prepared on the historical cost basis, except for ﬁnancial instruments classiﬁed

as ﬁnancial assets at fair value through proﬁt or loss (“FVTPL”) which are measured at fair value. The methods used to

measure fair value are described in Note 3c(iii).

Functional and presentation currency

These ﬁnancial statements are presented in United States Dollar (“US$”), which is the Company’s functional currency.

Functional currency is the currency of the primary economic environment in which the Company operates. If indicators

of the primary economic environment are mixed, then management uses its judgment to determine the functional

currency that most faithfully represents the economic eﬀect of the underlying transactions, events and conditions.

The Company’s investments and transactions are denominated in US$ and VND. Share subscriptions and dividends

are made and paid in US$. Borrowings are made in US$. The expenses (including management fees, custody fees and

administration fees) are denominated and paid in US$. Accordingly, management has determined that the functional

currency of the Company is US$.

Use of estimates and judgments

In preparing these ﬁnancial statements, management has made judgements, estimates and assumptions that aﬀect

the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual

results may diﬀer from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised

prospectively.

In particular, information about signiﬁcant areas of estimation, uncertainty and critical judgments in applying

accounting policies that have signiﬁcant eﬀect on the amounts recognised in the ﬁnancial statements are discussed

as follows:

Assessment as investment entity

Entities that meet the deﬁnition of an investment entity within IFRS 10 - Consolidated Financial Statements are required

to account for investments in controlled entities, as well as investments in associates, at fair value through proﬁt and

loss. Subsidiaries that provide investment related services or engage in permied investment related activities with

investees continue to be consolidated unless they are also investment entities.

The criteria which deﬁne an investment entity are currently as follows:

•

An entity that obtains funds from one or more investors for the purpose of providing those investors with

investment services;

•

An entity that commits to its investors that its business purpose is to invest funds solely for returns from

capital appreciation, investment income or both; and

•

An entity that measures and evaluates the performance of substantially all of its investments on a fair value

basis.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

The Board of Directors has made an assessment and concluded that the Company meets the above-listed criteria

of an investment entity. The investment objective of the Company is to provide shareholders with aractive capital

returns by investing directly or indirectly through its subsidiaries in a diversiﬁed portfolio of listed and unlisted

securities in Vietnam. The Company has always measured its investment portfolio at fair value. The exit strategy for

all investments held by the Company and its subsidiaries is assessed regularly, documented and submied to the

Investment Commiee of the Investment Manager for approval.

The Company also meets the additional characteristics of an investment entity, in that it has more than one investment;

the investments are predominantly in the form of equities and similar securities; it has more than one investor and its

investors are not related parties. The Board has concluded that the Company therefore meets the deﬁnition of an

investment entity. These conclusions will be reassessed on an annual basis for changes in any of these criteria or

characteristics.

Fair value of ﬁnancial instruments

The most signiﬁcant estimates relate to the fair valuation of subsidiaries and the fair valuation of ﬁnancial instruments

with signiﬁcant unobservable inputs in their underlying investment portfolio.

The Board has assessed the fair valuation of each subsidiary to be equal to its net asset value at the reporting date,

and the primary constituent of net asset value across subsidiaries is their underlying investment portfolio.

Within the underlying investment portfolio, the fair value of ﬁnancial instruments that are not traded in an active

market is determined by using valuation techniques. The Board uses its judgments to select a variety of valuation

methods and make assumptions that are mainly based on market conditions existing at each reporting date.

Impairment of ﬁnancial assets

The Directors determine the allowance for impairment of ﬁnancial assets on a regular basis. This estimate is based on

the Company’s historical experience and informed credit assessment and including looking forward information.

Going concern

The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisﬁed that

the Company has adequate resources to continue in operational existence for the foreseeable future (being a period

of 12 months from the date these ﬁnancial statements were approved). Furthermore, the Directors are not aware of

any material uncertainties that may cast signiﬁcant doubt upon the Company’s ability to continue as a going concern,

having taken into account the liquidity of the Company’s investment portfolio and the Company’s ﬁnancial position in

respect of its cash ﬂows, borrowing facilities and investment commitments. Therefore, the ﬁnancial statements have

been prepared on the going concern basis.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

MATERIAL ACCOUNTING POLICIES

The following material accounting policies have been applied consistently to all periods presented in these ﬁnancial

statements.

Subsidiaries

Subsidiaries are investees controlled by the Company. The Company controls an investee when it is exposed to, or has

rights to, variable returns from its involvement with the investee and has the ability to aﬀect those returns through its

power over the investee.

The Company is an investment entity and measures investments in its subsidiaries at FVTPL (see Note 2(d)). In

determining whether the Company meets the deﬁnition of an investment entity, the Board considered the Company

and its subsidiaries as a whole. In particular, when assessing the existence of investment exit strategies and whether

the Company has more than one investment, the Board took into consideration the fact that all subsidiaries were

formed in connection with the Company in order to hold investments on behalf of the Company.

Foreign currency transactions

Transactions in foreign currencies are translated into the functional currency of the Company at the exchange rate at

the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the

exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are

measured at fair value are translated into the functional currency at the exchange rate at the date on which the fair

value was determined.

Foreign currency diﬀerences arising on translation are recognised in proﬁt or loss as net foreign exchange gain or loss,

except for those arising on ﬁnancial instruments at FVTPL, which are recognised as a component of net changes in fair

value of ﬁnancial instruments at FVTPL.

Financial assets and ﬁnancial liabilities

Recognition and initial measurement

The Company initially recognises ﬁnancial assets and ﬁnancial liabilities at fair value on the trade date, which is the

date on which the Company becomes a party to the contractual provisions of the instrument. Other ﬁnancial assets

and ﬁnancial liabilities are recognised on the date on which they are originated.

A ﬁnancial asset or ﬁnancial liability is measured initially at fair value plus, for an item not at FVTPL, transaction costs

that are directly aributable to its acquisition or issue.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

ii.

Classiﬁcation and subsequent measurement

Classiﬁcation of ﬁnancial assets

On initial recognition, the Company classiﬁes ﬁnancial assets as measured at amortised cost or FVTPL.

A ﬁnancial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at

FVTPL:

•

it is held within a business model whose objective is to hold assets to collect contractual cash ﬂows; and

•

its contractual terms give rise on speciﬁed dates to cash ﬂows that are solely payments of principal and

interest.

All other ﬁnancial assets of the Company are measured at FVTPL.

Business model assessment

The Company makes an assessment of the objective of the business model in which a ﬁnancial asset is held at a

portfolio level because this best reﬂects the way the business is managed and information is provided to management.

The information considered includes:

•

The documented investment strategy and the execution of this strategy in practice. This includes whether

the investment strategy focuses on earning contractual interest income, maintaining a particular interest rate

proﬁle, matching the duration of the ﬁnancial assets to the duration of any related liabilities or expected cash

outﬂows or realising cash ﬂows through the sale of the assets;

•

How the performance of the portfolio is evaluated and reported to the Company’s management;

•

The risks that aﬀect the performance of the business model (and the ﬁnancial assets held within that

business model) and how those risks are managed;

•

How the investment manager is compensated: e.g. whether compensation is based on the fair value of the

assets managed or the contractual cash ﬂows collected; and

•

The frequency, volume and timing of sales of ﬁnancial assets in prior periods, the reasons for such sales and

expectations about future sales activity.

The Company has determined that it has two business models:

•

Held-to-collect business model: this includes cash and cash equivalents, balances due from brokers and

other receivables. These ﬁnancial assets are held to collect contractual cash ﬂows.

•

Other business model: this includes directly held investments and investments in subsidiaries. These ﬁnancial

assets are managed and their performance is evaluated, on a fair value basis, with frequent sales taking place.

Assessment whether contractual cash ﬂows are solely payments of principal and interest

For the purposes of this assessment, “principal” is deﬁned as the fair value of the ﬁnancial asset on initial recognition.

“Interest” is deﬁned as consideration for the time value of money and for the credit risk associated with the principal

amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and

administrative costs), as well as a proﬁt margin.

In assessing whether the contractual cash ﬂows are solely payments of principal and interest, the Company considers

the contractual terms of the instrument. This includes assessing whether the ﬁnancial asset contains a contractual

term that could change the timing or amount of contractual cash ﬂows such that it would not meet this condition. In

making this assessment, the Company considers:

•

contingent events that would change the amount or timing of cash ﬂows;

•

leverage features;

•

prepayment and extension features;

•

terms that limit the Company’s claim to cash ﬂows from speciﬁed assets (e.g. non-recourse features); and

•

features that modify consideration of the time value of money (e.g. periodical reset of interest rates).

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Reclassiﬁcations

Financial assets are not reclassiﬁed subsequent to their initial recognition unless the Company were to change its

business model for managing ﬁnancial assets, in which case all aﬀected ﬁnancial assets would be reclassiﬁed on the

ﬁrst day of the ﬁrst reporting period following the change in the business model.

Subsequent measurement of ﬁnancial assets

•

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income

and expense and foreign exchange gains and losses, are recognised in proﬁt or loss.

Financial assets at FVTPL include directly held investments and investments in subsidiaries.

•

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the eﬀective interest method. Interest income and

foreign exchange gains and losses are recognised in proﬁt or loss. Any gain or loss on derecognition is also recognised

in proﬁt or loss.

Cash and cash equivalents, balances due from brokers and other receivables are included in this category.

Financial liabilities – Classiﬁcation, subsequent measurement and gains and losses

Financial liabilities are classiﬁed as measured at amortised cost or FVTPL.

A ﬁnancial liability is classiﬁed as at FVTPL if it is held-for-trading, it is a derivative or it is designated as such on initial

recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest

expense, are recognised in proﬁt or loss.

Other ﬁnancial liabilities are subsequently measured at amortised cost using the eﬀective interest method. Interest

expense and foreign exchange gains and losses are recognised in proﬁt or loss. Any gain or loss on derecognition is

also recognised in proﬁt or loss.

Financial liabilities measured at amortised cost include balances due to brokers and accounts payable and accruals.

iii.

Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date in the principal or, in its absence, the most advantageous

market to which the Company has access at that date. The fair value of a liability reﬂects its non-performance risk.

When available, the Company measures the fair value of an instrument using the quoted price in an active market

for that instrument. A market is regarded as active if transactions for the asset or liability take place with suﬀicient

frequency and volume to provide pricing information on an ongoing basis. The Company measures instruments quoted

in an active market at a mid price, because this price provides a reasonable approximation of the exit price.

If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of

relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates

all of the factors that market participants would take into account in pricing a transaction.

The Company recognises transfer between levels of the fair value hierarchy as at the end of the reporting period

during which the change occurred.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

iv.

Amortised cost measurement

The “amortised cost” of a ﬁnancial asset or liability is the amount at which the ﬁnancial asset or ﬁnancial liability is

measured on initial recognition minus principal repayments, plus or minus the cumulative amortisation using the

eﬀective interest method of any diﬀerence between that initial amount and the maturity amount and, for ﬁnancial

assets, adjusted for any loss allowance.

Impairment

The Company recognises loss allowances for expected credit losses (“ECLs”) on ﬁnancial assets measured at

amortised cost.

The Company measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are

measured at 12-month ECLs:

•

Financial assets that are determined to have low credit risk at the reporting date; and

•

Other ﬁnancial assets for which credit risk (i.e. the risk of default occurring over the expected life of the asset)

has not increased signiﬁcantly since initial recognition.

When determining whether the credit risk of a ﬁnancial asset has increased signiﬁcantly since initial recognition and

when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available

without undue cost or eﬀort. This includes both quantitative and qualitative information and analysis, based on the

Company’s historical experience and informed credit assessment and including forward-looking information.

The Company assumes that the credit risk on a ﬁnancial asset has increased signiﬁcantly if it is more than 30 days

past due.

The Company considers a ﬁnancial asset to be in default when:

•

the debtor is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to

actions such as realising security (if any is held); or

•

the ﬁnancial asset is more than 90 days past due.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a ﬁnancial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the

reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company

is exposed to credit risk.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash

shortfalls (i.e. the diﬀerence between the cash ﬂows due to the entity in accordance with the contract and the cash

ﬂows that the Company expects to receive).

ECLs are discounted at the eﬀective interest rate of the ﬁnancial asset.

However, if the ﬁnancial assets were credit-impaired, then the estimate of credit losses would be based on a speciﬁc

assessment of the expected cash shortfalls and on the original eﬀective interest rate.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Credit-impaired ﬁnancial assets

At each reporting date, the Company assesses whether ﬁnancial assets carried at amortised cost are credit-impaired.

A ﬁnancial asset is “credit-impaired” when one or more events that have a detrimental impact on the estimated future

cash ﬂows of the ﬁnancial asset have occurred.

Evidence that a ﬁnancial asset is credit-impaired includes the following observable data:

•

signiﬁcant ﬁnancial diﬀiculty of a debtor;

•

a breach of contract such as a default or being more than 90 days past due; or

•

it is probable that the debtor will enter bankruptcy or other ﬁnancial reorganisation.

Presentation of allowance for ECLs in the statement of ﬁnancial position

Loss allowances for ﬁnancial assets measured at amortised cost are deducted from the gross carrying amount of the

assets.

Write-oﬀ

The gross carrying amount of a ﬁnancial asset is wrien oﬀ when the Company has no reasonable expectations of

recovering a ﬁnancial asset in its entirety or a portion thereof.

vi.

Derecognition

The Company derecognises a ﬁnancial asset when the contractual rights to the cash ﬂows from the ﬁnancial asset

expire, or it transfers the rights to receive the contractual cash ﬂows in a transaction in which substantially all of the

risks and rewards of ownership of the ﬁnancial asset are transferred or in which the Company neither transfers nor

retains substantially all of the risks and rewards of ownership and does not retain control of the ﬁnancial asset.

On derecognition of a ﬁnancial asset, the diﬀerence between the carrying amount of the asset (or the carrying amount

allocated to the portion of the asset that is derecognised) and the consideration received (including any new asset

obtained less any new liability assumed) is recognised in proﬁt or loss. Any interest in such transferred ﬁnancial assets

that is created or retained by the Company is recognised as a separate asset or liability.

The Company enters into transactions whereby it transfers assets recognised in its statement of ﬁnancial position

but retains either all or substantially all of the risks and rewards of the transferred assets or a portion of them. If all or

substantially all of the risks and rewards are retained, then the transferred assets are not derecognised. Transfers of

assets with retention of all or substantially all of the risks and rewards include sale and repurchase transactions.

The Company derecognises a ﬁnancial liability when its contractual obligations are discharged or cancelled or expired.

On derecognition of a ﬁnancial liability, the diﬀerence between the carrying amount extinguished and the consideration

paid (including any non-cash assets transferred or liabilities assumed) is recognised in proﬁt or loss.

vii.

Oﬀseing

Financial assets and liabilities are oﬀset and the net amount presented in the statement of ﬁnancial position when,

and only when, the Company has a legally enforceable right to oﬀset the amounts and intends either to sele them on

a net basis or to realise the asset and sele the liability simultaneously.

Income and expenses are presented on a net basis for gains and losses from ﬁnancial instruments at FVTPL and foreign

exchange gains and losses.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Cash and cash equivalents

Cash and cash equivalents comprise deposits with banks and highly liquid ﬁnancial assets with maturities of three

months or less from the date of acquisition that are subject to an insigniﬁcant risk of changes in their fair value and are

used by the Company in the management of short-term commitments, other than cash collateral provided in respect

of derivatives and securities borrowing transactions.

Share capital

Issuance of share capital

Management Shares and Ordinary Shares are classiﬁed as equity. The diﬀerence between the issued price and the

par value of the shares less any incremental costs directly aributable to the issuance of shares is credited to share

premium.

Repurchase of Ordinary Shares

When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly

aributable costs, net of any tax eﬀects, is recognised as a deduction from equity. Par value of repurchased shares

is presented as deductions from share capital and the excess over par value of repurchased shares is presented as

deductions from share premium. When repurchased shares are sold or reissued subsequently, the amount received is

recognised as an increase in share capital and share premium which is similar to the issuance of share capital.

Segment reporting

The Company is organised and operates as one operating segment – investment in equity securities in Vietnam.

Consequently, no segment reporting is provided in the Company’s ﬁnancial statements.

Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation

that can be estimated reliably, and it is probable that an outﬂow of economic beneﬁts will be required to sele the

obligation. Provisions are determined by discounting the expected future cash ﬂows at a pre-tax rate that reﬂects

current market assessments of the time value of money and the risks speciﬁc to the liability. The unwinding of the

discount is recognised as a ﬁnance cost.

Interest

Interest income and expense presented in the statement of comprehensive income comprise interest on ﬁnancial

assets and ﬁnancial liabilitites measured at amortised cost calculated on an eﬀective interest basis.

The eﬀective interest rate is calculated on initial recognition of a ﬁnancial instrument as the rate that exactly discounts

estimated future cash payments or receipts through the expected life of the ﬁnancial instrument or through to the

next market based repricing date to the net carrying amount of the ﬁnancial instrument to:

•

the gross carrying amount of the ﬁnancial asset; or

•

the amortised cost of the ﬁnancial liability.

In calculating interest income and expense, the eﬀective interest rate is applied to the gross carrying amount of the

asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for ﬁnancial assets that

have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the eﬀective

interest rate to the amortised cost of the ﬁnancial asset. If the asset is no longer credit-impaired, then the calculation

of interest income reverts to the gross basis.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Dividend income

Dividend income is recognised in proﬁt or loss on the date on which the right to receive payment is established. For

listed equity securities, this is usually the ex-dividend date. For unlisted equity securities, this is usually the date on

which the shareholders approve the payment of a dividend.

Dividend income from equity securities designated as at FVTPL is recognised in proﬁt or loss in a separate line item.

Net income from ﬁnancial assets at FVTPL

Net income from ﬁnancial assets at FVTPL includes all realised and unrealised fair value changes and foreign exchange

diﬀerences, but excludes interest and dividend income.

Net realised gain/loss from ﬁnancial assets at FVTPL is calculated using the weighted average cost method.

Expenses

All expenses, including management fees and incentive fees, are recognised in proﬁt or loss on an accrual basis.

Basic earnings per share and Net Asset Value per share

The Company presents basic earnings per share (“EPS”) for its Ordinary Shares. Basic EPS is calculated by dividing

net proﬁt or loss aributable to the Ordinary Shareholders by the weighted average number of Ordinary Shares

outstanding during the year. The Company did not have potentially dilutive shares as of 31 December 2024 and 2023.

Net asset value (“NAV”) per share is calculated by dividing the NAV aributable to the Ordinary Shareholders by the

number of outstanding Ordinary Shares as at the reporting date. NAV is determined as total assets less total liabilities.

Where Ordinary Shares have been repurchased, NAV per share is calculated based on the assumption that those

repurchased Ordinary Shares have been cancelled.

Related parties

A person, or a close member of that person’s family, is related to the Company if that person:

has control or joint control over the Company;

ii.

has signiﬁcant inﬂuence over the Company; or

iii.

is a member of the key management personnel of the Company.

An entity is related to the Company if any of the following conditions applies:

The entity and the Company are members of the same group (which means that each parent,

subsidiary and fellow subsidiary is related to the others);

ii.

One entity is an associate or joint venture of the other entity (or an associate or joint venture of a

member of a group of which the other entity is a member);

iii.

The entity and the Company are joint ventures of the same third party;

iv.

One entity is a joint venture of a third entity and the other entity is an associate of the third entity;

The entity is a post employment beneﬁt plan for the beneﬁt of employees of either the Company or an

entity related to the Company;

vi.

The entity is controlled or jointly controlled by a person identiﬁed in (a);

vii.

A person identiﬁed in (a)(i) has signiﬁcant inﬂuence over the entity or is a member of the key

management personnel of the entity (or of a parent of the entity); or

viii.

The entity, or any member of a group of which it is a part, provides key management personnel services

to the Company.

Dragon Capital Group Limited, together with its subsidiaries (including Dragon Capital Management

(HK) Limited

associates, and investment companies/funds under their management, are considered related parties to the Company.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Accounting standards issued but not yet eﬀective

A number of new accounting standards and amendments to accounting standards are eﬀective for annual periods

beginning after 1 January 2024 and earlier application is permied; however, the Company has not early adopted the

new or amended standards that may be relevant in preparing these ﬁnancial statements.

IFRS 18 Presentation and Disclosure in ﬁnancial statements

IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting beginning on or after 1

January 2027. The new accounting standard introduces the following key new requirements.

•

Entities are required to classify all income and expenses into ﬁve categories in the statement of proﬁt or loss,

namely the operating, investing, ﬁnancing, discontinued operations and income tax categories. Entities are

also required to present a newly-deﬁned operating proﬁt subtotal. Entities’ net proﬁt will not change as a

result of applying IFRS 18.

•

Management-deﬁned performance measures (MPMs) are disclosed in a single note in the ﬁnancial

statements.

•

Enhanced guidance is provided on how to group information in the ﬁnancial statements.

In addition, all entities are required to use the operating proﬁt subtotal as the starting point for the statement of cash

ﬂows when presenting operating cash ﬂows under the indirect method.

The Company is still in the process of assessing the impact of the new accounting standard, particularly with

respect to the structure of the Company’s statement of comprehensive income, the statement of cash ﬂows and the

additional disclosures required for MPMs. The Company is also assessing the impact on how information is grouped in

the ﬁnancial statements, including for items currently labelled as “other”.

Other accounting standards

The following new and amended accounting standards are not expected to have a signiﬁcant impact on the Company’s

ﬁnancial statements.

•

Lack of Exchangeability (Amendment to IAS 21); and

•

Classiﬁcation and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 17).

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

TRANSACTIONS WITH RELATED PARTIES

Dominic Scriven O.B.E, a Non-executive Director of the Company, is a beneﬁcial shareholder of the Company, holding

178,423 Ordinary Shares of the Company as at 31 December 2024 (31 December 2023: 178,423 Ordinary Shares).

Dominic Scriven O.B.E also has indirect interests in the share capital of the Company as he is a key shareholder of

Dragon Capital Group Limited, the parent company of Dragon Capital Limited which holds the Management Shares of

the Company. Dragon Capital Group Limited is also the ultimate parent company of Dragon Capital Management (HK)

Limited, which is the Investment Manager of the Company, and Dragon Capital Markets Limited. As at 31 December

2024, Dragon Capital Markets Limited beneﬁcially held 1,685,359 Ordinary Shares (31 December 2023: 1,685,359

Ordinary Shares) of the Company for investment and proprietary trading purposes.

Sarah Arkle, an Independent Non-executive Director until 30 June 2024 and Chair of the Company since 1 July 2024, is

a beneﬁcial shareholder of the Company, holding 20,000 Ordinary Shares of the Company as at 31 December 2024 (31

December 2023: 9,696 Ordinary Shares).

Gordon Lawson, Chair of the Company until 30 June 2024, is a beneﬁcial shareholder of the Company, holding 25,000

Ordinary Shares of the Company as at 31 December 2024 (31 December 2023: 25,000 Ordinary Shares).

Charles Cade, an Independent Non-executive Director until 20 January 2025 and a Senior Independent Non-executive

Director from 21 January 2025, is a beneﬁcial shareholder of the Company, holding 25,000 Ordinary Shares of the

Company as at 31 December 2024 (31 December 2023: 15,000 Ordinary Shares).

During the year, the Directors, with the exception of Dominic Scriven O.B.E, earned US$291,667 (2023: US$277,916) for

their participation in the Board of Directors of the Company.

During the year, total broker fees incurred and charged by Ho Chi Minh City Securities Corporation – an associate

of Dragon Capital Group Limited and one of the securities brokers of the Company and its subsidiaries – amounted

to US$628,878 (2023: US$763,037). As at 31 December 2024, the broker fee payable to Ho Chi Minh City Securities

Corporation was US$5,511 (31 December 2023: US$5,290).

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

31 December 2024

US$

31 December 2023

US$

Directly held investments (i)

895,469,227

785,307,882

Investments in subsidiaries (ii)

898,058,887

954,698,860

1,793,528,114

1,740,006,742

FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OF LOSS

Financial assets at fair value through proﬁt or loss reported in the statement of ﬁnancial position:

The cost and carrying value of directly held investments of the Company were as follows:

31 December 2024

US$

31 December 2023

US$

Listed equity investments

At cost

729,710,109

658,214,122

Unrealised gains

132,260,197

86,648,144

At carrying value

861,970,306

744,862,266

Unlisted equity investments

At cost

48,962,737

Unrealised losses

(15,463,816)

(8,517,121)

At carrying value (*)

33,498,921

40,445,616

895,469,227

785,307,882

(*) See Note 13

(A)

(iii) for further disclosure on signiﬁcant unobservable inputs used in measuring fair value of the

directly held unlisted equity investments.

Movements of investments directly held by the Company during the year were as follows:

31 December 2024

US$

31 December 2023

US$

Opening balance

785,307,882

691,582,819

Purchases

547,730,713

362,026,034

Sales

(476,234,726)

(313,909,438)

Unrealised gains

38,665,358

45,608,467

Closing balance

895,469,227

785,307,882

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

ii.

Investments in subsidiaries are fair valued at the net asset value of the subsidiaries with the major part being

aributable to the underlying investment portfolio. The underlying investment portfolio is valued under

the same methodology as directly held investments of the Company, with any other assets or liabilities

within subsidiaries fair valued in accordance with the Company’s accounting policies. All cash ﬂows to/from

subsidiaries are treated as an increase/decrease in the fair value of the subsidiary.

The net assets of the Company’s subsidiaries comprised:

31 December 2024

US$

31 December 2023

US$

Financial assets at fair value through proﬁt or loss (iii)

873,969,056

951,196,512

Other receivables

166,672

872,305

Balances due from brokers

8,734,279

2,474,172

Cash and cash equivalents

23,122,224

11,532,338

Total assets

905,992,231

966,075,327

Balances due to brokers

7,933,344

11,376,467

Total liabilities

7,933,344

11,376,467

Net assets

898,058,887

954,698,860

iii.

The cost and carrying value of underlying ﬁnancial assets at FVTPL held by the subsidiaries of the Company

were as follows:

31 December 2024

US$

31 December 2023

US$

Listed equity investments

At cost

671,008,045

719,623,518

Unrealised gains

202,961,011

231,572,994

At carrying value

873,969,056

951,196,512

Movements in the carrying value of investments in subsidiaries during the year were as follows:

31 December 2024

US$

31 December 2023

US$

Opening balance

954,698,860

926,941,387

Net cash ﬂows from subsidiaries

(195,116,619)

(107,033,597)

Fair value movements in investments in subsidiaries

138,476,646

134,791,070

Closing balance

898,058,887

954,698,860

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Movements of investments held by the subsidiaries of the Company during the year were as follows:

31 December 2024

US$

31 December 2023

US$

Opening balance

951,196,512

920,080,847

Purchases

611,229,213

408,674,727

Sales

(659,844,686)

(390,791,751)

Unrealised (losses)/gains

(28,611,983)

13,232,689

Closing balance

873,969,056

951,196,512

31 December 2024

31 December 2023

US$

Financials (Banks)

651,500,345

619,433,668

Real Estate

304,939,284

348,482,988

Consumer Discretionary

238,160,647

127,814,141

Materials

170,365,090

282,758,865

Information Technology

145,229,637

106,704,113

Financials (Diversiﬁed)

94,279,515

125,473,152

Consumer Staples

70,239,048

51,613,773

Industrials

40,136,100

12,677,533

Energy

54,588,617

61,546,161

Net monetary assets kept by subsidiaries

24,089,831

3,502,348

1,793,528,114

100

1,740,006,742

100

Investment portfolio by sector was as follows:

iv.

Restrictions

The Company receives income in the form of dividends from its investments in unconsolidated subsidiaries and there

are no signiﬁcant restrictions on the transfer of funds from these entities to the Company.

Support

The Company provides or receives ongoing support to/from its subsidiaries for the purchase/sale of portfolio

investments. During the year, the Company received support from its unconsolidated subsidiaries as noted in Note

5(a)(ii). The Company has no contractual commitments or current intentions to provide any other ﬁnancial or other

support to its unconsolidated subsidiaries.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

31 December 2024

US$

31 December 2023

US$

Management fees

2,343,574

2,584,711

Administration fees

222,128

219,061

Other payables

60,000

62,000

2,625,702

2,865,772

31 December 2024

US$

31 December 2023

US$

Cash in banks

15,822,323

10,192,455

CASH AND CASH EQUIVALENTS

ACCOUNTS PAYABLE AND ACCRUALS

Net change in fair value of ﬁnancial assets at fair value through proﬁt or loss reported in the

statement of comprehensive income:

2024

US$

2023

US$

Unrealised gains of investments directly held by the Company

38,665,358

45,608,467

Fair value movements in investments in subsidiaries

138,476,646

134,791,070

177,142,004

180,399,537

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

ISSUED SHARE CAPITAL AND SHARE PREMIUM

31 December 2024

US$

31 December 2023

US$

Authorised:

500,000,000 Ordinary Shares at par value of US$0.01 each

5,000,000

300,000,000 Conversion Shares at par value of US$0.01 each

3,000,000

1,000 Management Shares at par value of US$0.01 each

8,000,010

Issued and fully paid:

201,026,986 Ordinary Shares at par value of US$0.01 each (31 December

2023: 220,920,746 Ordinary Shares at par value of US$0.01 each)

2,010,268

2,209,207

1,000 Management Shares at par value of US$0.01 each

2,010,278

2,209,217

Treasury Shares:

Ordinary Shares

(162,932)

(198,939)

Shares in circulation:

Ordinary Shares

1,847,336

2,010,268

Management Shares

Outstanding issued share capital in circulation

1,847,346

2,010,278

Holders of Ordinary Shares present in person or by proxy or by authorised representative shall have one vote and, on a

poll, every holder of Ordinary Shares present in person or by proxy or by authorised representative shall have one vote

for every Ordinary Share of which he is the registered holder. The Ordinary Shares carry rights to dividends as set out

in Articles 106 to 114 of the Articles. In a winding up, the Ordinary Shares carry a right to a return of the nominal capital

paid up in respect of such Ordinary Shares, and the right to share in the manner set out in the Articles in surplus assets

remaining after the return of the nominal capital paid up on the Ordinary Shares and Management Shares, provided

that in a winding up the assets available for distribution among the members are more than suﬀicient to repay the

whole of the nominal capital paid up at the commencement of the winding up. No holder of Ordinary Shares has the

right to request the redemption of any of his Ordinary Shares at his option or to require his Ordinary Shares to be

redeemed by the Company. The Company may, in its complete discretion, consider requests from holders of Ordinary

Shares to have their Ordinary Shares redeemed by the Company. The Company may also, from time to time, repurchase

its shares, including fraction of shares.

The Conversion Shares carry the exclusive right to dividends in respect of assets aributable to the Conversion

Shares, in accordance with the provisions of Articles 106 to 114. No dividend or other distribution shall be declared,

made or paid by the Company on any of its shares by reference to a record date falling between the Calculation Date

and the Conversion Date as set out in the Articles. The new Ordinary Shares to be issued on conversion shall rank in

full pari passu with the existing Ordinary Shares for all dividends and other distributions with a record date falling after

the conversion date. In order for the holder of the Conversion Shares to participate in the winding up of the Company,

the Conversion Shares, if any, which are in existence at the date of the winding up of the Company will for all purposes

be deemed to have been automatically converted into Ordinary Shares and Deferred Shares immediately prior to the

winding up, on the same basis as if conversion occurred 28 business days after the calculation date arising as a result

of the resolution or the court to wind up the Company.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Until conversion, the consent of the holders of the Conversion Shares voting as a separate class and the holders of the

Ordinary Shares voting as a separate class shall be required in accordance with the provisions of Article 14 to eﬀect any

variation or abrogation in their respective class rights.

During the year, no Conversion Shares were in issue, and no Conversion Shares were in issue as at 31 December 2024

and 2023.

According to the Resolution dated 22 March 2024, the Board of Directors resolved to cancel 19,893,760 treasury shares

of the Company (“Share Cancellation”). The Share Cancellation was completed on 3 April 2024.

The Management Shares shall not be redeemed by the Company, and do not carry any right to dividends. In a winding

up, Management Shares are entitled to a return of paid up nominal capital out of the assets of the Company, but only

after the return of nominal capital paid up on Ordinary Shares. The Management Shares each carry one vote on a poll.

The holders of the Management Shares have the exclusive right to appoint two individuals to the Board.

As at 31 December 2024 and 2023, the following shareholders owned more than 5% of the Company’s issued Ordinary

Share capital:

31 December 2024

31 December 2023

Number of Ordinary

Shares held

% of total Ordinary

Shares in issue

Number of Ordinary

Shares held

% of total Ordinary

Shares in issue

Gates Foundation Trust

(formerly known as “Bill &

Melinda Gates Foundation”)

27,990,994

15.15

24,670,745

12.27

Inter Fund Management S.A.

21,962,044

11.89

27,423,467

13.64

City of London Investment

Management Group (US)

9,732,186

5.27

8,361,173

4.16

Baillie Giﬀord

9,482,096

5.13

10,483,625

5.22

State Street Bank & Trust

Company

74,225

0.04

14,764,703

7.34

31 December 2024

31 December 2023

US$

Balance at the beginning of

the year

201,026,986

2,010,268

206,725,678

2,067,255

Repurchase of Ordinary Shares

during the year

(16,293,233)

(162,932)

(5,698,692)

(56,987)

Balance at the end of the year

184,733,753

1,847,336

201,026,986

2,010,268

Movements in Ordinary Share capital during the year were as follows:

NET ASSET VALUE PER ORDINARY SHARE

The calculation of the NAV per Ordinary Share was based on the equity of the Company as at 31 December 2024 of

US$1,797,109,708 (31 December 2023: US$1,743,257,708) and the number of outstanding Ordinary Shares in issue as at

that date of 184,733,753 shares (31 December 2023: 201,026,986 shares).

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

10.

FEES

The management, administration and custody fees are calculated based on the NAV of the Company.

Administration fees

Standard Chartered Bank (the “Administrator”) is entitled to receive a fee of 0.048%

(2023: 0.048%) of the gross assets

per annum, payable monthly in arrears and subject to a minimum monthly fee of US$4,000 per fund. During the year,

total administration fees amounted to US$1,324,762 (2023: US$1,196,736). As at 31 December 2024, an administration

fee of US$222,128 (31 December 2023: US$219,061) was payable to the Administrator.

Custody fees

Standard Chartered Bank (the “Custodian”) is entitled to receive a fee of 0.04%

(2023: 0.04%) of the assets under

custody per annum, payable monthly in arrears and subject to a minimum monthly fee of US$500 per custody account.

In addition, the Custodian is entitled to US$20 per listed transaction. During the year, total custody fees amounted to

US$989,041 (2023: US$898,497). There were no custody fees payable as at 31 December 2024 and 2023.

Directors’ fees

During the year, total directors’ fees amounted to US$291,667 (2023: US$277,916). There were no directors’ fees

payable as at 31 December 2024 and 2023. Dominic Scriven O.B.E has permanently waived his rights to receive directors’

fees for his services as Director of the Company.

Management fees

Before 1 July 2024, the management fee is calculated and accrued daily on the following basis:

•

1.85% per annum on the ﬁrst US$1.25 billion of the NAV;

•

1.65% per annum on the portion of the NAV in excess of US$1.25 billion and less than or equal to US$1.5 billion;

and

•

1.5% per annum on the portion of the NAV above US$1.5 billion.

From 1 July 2024, the management fee is calculated and accrued daily at a ﬂat rate of 1.5% per annum of the Company’s

NAV.

During the year, total management fees amounted to US$29,532,718 (2023: US$30,922,019). As at 31 December 2024,

a management fee of US$2,343,574 (31 December 2023: US$2,584,711) remained payable to the Investment Manager.

Audit and non-audit fees

During the year, included in legal and professional service fees of the Company were audit and related fees amounting

to US$80,000 (2023: US$80,000) paid/payable to the auditor, KPMG Limited. In addition, the total non-audit fees paid

to the network ﬁrms of KPMG Limited were US$31,103 in 2024 (2023: US$28,128).

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

11.

INCOME TAX

Under the current law of the Cayman Islands and the British Virgin Islands, the Company and its subsidiaries are not

required to pay any taxes in the Cayman Islands or the British Virgin Islands on either income or capital gains and no

withholding taxes will be imposed on distributions by the Company to its shareholders or on the winding-up of the

Company.

Vietnam tax

In accordance with Circular No. 103/2014/TT-BTC issued by the Ministry of Finance of Vietnam taking eﬀective from

1 October 2014 providing guidelines on the fulﬁlment of tax obligations of foreign entities, foreign individuals doing

business in Vietnam or earning income in Vietnam, the Company is subject to 20% capital assignment tax on the net

gain from the transfer of capital, not being considered as tax on gains from the transfer of securities per Vietnamese

regulations, 0.1% withholding tax on proceeds of transferring securities, certiﬁcates of deposits and 5% withholding

tax on the interest received from any Vietnamese entities. Dividends distributed from after-tax proﬁts by Vietnamese

investee companies to foreign corporate investors are not subject to Vietnamese withholding taxes.

Hong Kong tax

A fund would be exposed to Hong Kong Proﬁts Tax (“HKPT”) if:

it carries on trade or business in Hong Kong;

proﬁts from that trade or business have a Hong Kong source;

those proﬁts are not capital proﬁts; and

the proﬁts are not exempted under the Oﬀshore Persons Exemption or the Funds Exemption.

Under such circumstances, HKPT will be charged at a rate of 16.5% (2023: 16.5%) in respect of any proﬁts which arise

in or are derived from Hong Kong and which are not capital proﬁts or exempt proﬁts.

The Oﬀshore Persons Exemption is provided under Section 20AC of the Inland Revenue Ordinance (“IRO”) and applies

to exempt non-fund and non-resident persons from HKPT subject to satisfying certain conditions. Eﬀective from 1 April

2019, the Funds Exemption under Section 20AN of the IRO provides that funds within the meaning of Section 20AM,

resident and non-resident, will be exempt from HKPT subject to certain conditions.

The Directors believe the Company satisﬁes all of the requirements for the Funds Exemption under Section 20AN of

the IRO post 1 April 2019 and therefore shall not be subject to Hong Kong tax.

See Note 13(B) for further details.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

12.

BASIC EARNINGS PER ORDINARY SHARE

The calculation of basic earnings per Ordinary Share for the year was based on the net proﬁt for the year aributable to

the Ordinary Shareholders of US$175,555,929 (2023: US$160,948,589) and the weighted average number of Ordinary

Shares outstanding of 194,384,571 shares (2023: 204,532,686 shares) in issue during the year.

Net proﬁt aributable to the Ordinary Shareholders

Year ended

31 December 2024

US$

Year ended

31 December 2023

US$

Net proﬁt aributable to the Ordinary Shareholders

175,555,929

160,948,589

Weighted average number of Ordinary Shares

Year ended

31 December 2024

US$

Year ended

31 December 2023

US$

Issued Ordinary Shares at the beginning of the year

201,026,986

206,725,678

Eﬀect of Ordinary Shares repurchased during the year

(6,642,415)

(2,192,992)

Weighted average number of Ordinary Shares

194,384,571

204,532,686

Basic earnings per Ordinary Share

Year ended

31 December 2024

US$

Year ended

31 December 2023

US$

Basic earnings per Ordinary Share

0.90

0.79

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

13.

FINANCIAL RISK MANAGEMENT AND UNCERTAINTY

Financial risk management

The Company and its subsidiaries mainly invest in listed and unlisted investments in Vietnam, and are exposed to

credit risk, liquidity risk and market risks arising from the ﬁnancial instruments they hold. The Company has formulated

risk management policies and guidelines which govern its overall business strategies, its balance for risk and its

general risk management philosophy, and has established processes to monitor and control transactions in a timely

and accurate manner. In essence, the Company and its Investment Manager practise portfolio diversiﬁcation and

have adopted a range of appropriate restrictions and policies, including limiting the Company’s cash investment in

each investment to not more than 20% of the Company’s capital at the time of investment. Nevertheless, the markets

in which the Company operates and the investments that the Company makes can provide no assurance that the

Company will not suﬀer a loss as a result of one or more of the risks described above, or as a result of other risks not

currently identiﬁed by the Investment Manager.

The nature and extent of the ﬁnancial instruments outstanding at the reporting date and the risk management policies

employed by the Company are discussed in the following notes.

Credit risk

Credit risk is the risk that a counterparty to a ﬁnancial instrument will fail to discharge an obligation or commitment

that it has entered into with the Company, resulting in a ﬁnancial loss to the Company.

The Company’s listed and unlisted investments will only be traded on or subject to the rules of recognised stock

exchanges or with counterparties which have, or whose parent company has been approved based on a set of deﬁned

criteria by the Investment Manager. All transactions in listed and unlisted securities are seled/paid for upon delivery

using approved brokers. The risk of default is considered minimal since the delivery of securities sold is made only once

the broker has received payment. A purchase payment is only made once the securities have been received by the

broker. If either party fails to meet their obligations, the trade will fail.

As at 31 December 2024 and 2023, the Company’s credit risk arose principally from other receivables, balances due

from brokers and cash and cash equivalents.

The maximum exposure to credit risk faced by the Company is equal to the carrying amounts of these balances as

shown on the statement of ﬁnancial position. The maximum exposure to credit risk at the reporting date was as follows:

31 December 2024

US$

31 December 2023

US$

Other receivables (i)

43,816

815,918

Balances due from brokers (i)

2,208,879

3,705,746

Cash and cash equivalents (ii)

15,822,323

10,192,455

18,075,018

14,714,119

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

The Company invests substantially all of its assets in its subsidiaries together with which it is managed as an integrated

structure. The Directors decided that the objectives of IFRS 7 Financial Instruments: Disclosures are met by providing

disclosures on the credit risk of the underlying ﬁnancial assets held by the subsidiaries.

As at 31 December 2024 and 2023, the subsidiaries’ credit risk arose principally from the subsidiaries’ other receivables,

balances due from brokers and cash and cash equivalents.

The maximum exposure to credit risk faced by the subsidiaries is equal to the carrying amounts of other receivables,

balances due from brokers and cash and cash equivalents which were as follows at the reporting date:

Other receivables and balances due from brokers

Other receivables represented dividends receivable from investee companies. Balances due from brokers represented

receivables from sales of securities. Credit risk relating to these amounts was considered as minimal due to the short-

term selement period involved.

No receivables as at 31 December 2024 and 2023 were past due.

ii.

Cash and cash equivalents

Cash and cash equivalents of the Company and its subsidiaries were held mainly with well-known ﬁnancial institutions

in Singapore and Vietnam. Regarding the credit rating proﬁle of these ﬁnancial institutions, the Directors believe credit

risks from these deposits were minimal and do not expect that these ﬁnancial institutions may default and cause

losses to the Company.

Liquidity risk

Liquidity risk is the risk that the Company will encounter diﬀiculty in meeting the obligations associated with its

ﬁnancial liabilities that are seled by delivering cash or other ﬁnancial assets. The Company also regularly monitors

current and expected liquidity requirements to ensure that it maintains suﬀicient reserves of cash to meet its liquidity

requirements in the short and longer term.

As at 31 December 2024 and 2023, all the contractual maturities of non-derivative ﬁnancial liabilities of the Company

and its subsidiaries were payable within a year.

31 December 2024

US$

31 December 2023

US$

Other receivables (i)

166,672

872,305

Balances due from brokers (i)

8,734,279

2,474,172

Cash and cash equivalents (ii)

23,122,224

11,532,338

32,023,175

14,878,815

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Market risk

Market risk is the risk that changes in market prices, such as equity prices, interest rates and foreign exchange rates,

will aﬀect the income of the Company and the value of its holdings of ﬁnancial instruments. The objectives of market

risk management are to manage and control market risk exposures within acceptable parameters, while optimising the

return on risk.

Equity price risk

Equity price risk is the risk that the fair values of equities decrease as a result of changes in the levels of the equity

indices and the values of individual securities. The trading equity price risk exposure arises from the Company’s

investment portfolio. The Company is exposed to equity price risk on all of its directly held and underlying listed and

unlisted equity investments for which an active over-the-counter market exists.

The Company’s equity price risk is

managed by the Investment Manager who seeks to monitor the risk through a careful selection of securities within

speciﬁed limits.

Equity price risk for the Company’s underlying listed investments principally relates to investments listed on the Ho

Chi Minh City Stock Exchange and the Hanoi Stock Exchange in Vietnam. The Investment Manager’s best estimate of

the eﬀect on net assets and losses due to a reasonably possible change in equity indices, with all other variables held

constant was as follows:

Market Indices

Change in

index level

2024

Eﬀects on

net assets

2024

US$m

Change in

index level

2023

Eﬀects on

net assets

2023

US$m

VN Index

276

466

VN Index

(15)

(276)

(25)

(466)

Equity price risk for the Company’s underlying unlisted investments principally related to investments in over-

the-counter and private equities in Vietnam. Valuation of these investments is made using appropriate valuation

methodologies. The methodology of valuation of these investments takes into consideration a variety of factors,

which means that the unlisted investments are also exposed to equity price risk.

Interest rate risk

The Company and its subsidiaries are exposed to risks associated with the eﬀect of ﬂuctuations in the prevailing levels

of ﬂoating market interest rates on its ﬁnancial position and cash ﬂows. The Company and its subsidiaries have the

ability to borrow funds from banks and other ﬁnancial institutions in order to increase the amount of capital available

for investments. Consequently, the level of interest rates at which the Company and its subsidiaries can borrow will

aﬀect the operating results of the Company and its subsidiaries. The Investment Manager monitors overall interest

sensitivity of the Company and its subsidiaries on a monthly basis.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

The table below summarises the Company’s exposure to interest rate risk. Included in the table are the Company’s

assets and liabilities at carrying value, categorised by maturity date. The net interest sensitivity gap represents the

contractual amounts of all interest sensitive ﬁnancial instruments.

A change of 100 basis points in interest rates would have increased or decreased the net assets aributable to the

Ordinary Shareholders by US$158,223 (31 December 2023: US$101,925). This analysis assumes that all other variables,

in particular foreign currency rates, remain constant.

31 December 2024

Up to 1 year

US$

1 – 5 years

US$

Non-interest

bearing

US$

Total

US$

ASSETS

Other receivables

43,816

Balances due from brokers

2,208,879

Cash and cash equivalents

15,822,323

TOTAL ASSETS

15,822,323

2,252,695

18,075,018

LIABILITIES

Balances due to brokers

(11,867,729)

Accounts payable and accruals

(2,625,702)

TOTAL LIABILITIES

(14,493,431)

NET INTEREST SENSITIVITY GAP

15,822,323

N/A

15,822,323

31 December 2023

Up to 1 year

US$

1 – 5 years

US$

Non-interest

bearing

US$

Total

US$

ASSETS

Other receivables

815,918

Balances due from brokers

3,705,746

Cash and cash equivalents

10,192,455

TOTAL ASSETS

10,192,455

4,521,664

14,714,119

LIABILITIES

Balances due to brokers

(8,597,381)

Accounts payable and accruals

(2,865,772)

TOTAL LIABILITIES

(11,463,153)

NET INTEREST SENSITIVITY GAP

10,192,455

N/A

10,192,455

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

The Company invests substantially all of its assets in its subsidiaries together with which it is managed as an integrated

structure. The Directors decided that the objectives of IFRS 7 Financial Instruments: Disclosures are met by providing

disclosures on the interest risk of the underlying investments held by the subsidiaries.

The table below summarises the subsidiaries’ exposure to interest rate risk. Included in the table are the subsidiaries’

assets and liabilities categorised by maturity date. The net interest sensitivity gap represents the net carrying amounts

of all interest sensitive ﬁnancial instruments.

A change of 100 basis points in interest rates would have increased or decreased the net assets aributable to the

Company by US$231,222 (31 December 2023: US$115,323). This analysis assumes that all other variables, in particular

foreign currency rates, remain constant.

31 December 2024

Up to 1 year

US$

1 – 5 years

US$

Non-interest

bearing

US$

Total

US$

ASSETS

Other receivables

166,672

Balances due from brokers

8,734,279

Cash and cash equivalents

23,122,224

TOTAL ASSETS

23,122,224

8,900,951

32,023,175

LIABILITIES

Balances due to brokers

(7,933,344)

TOTAL LIABILITIES

(7,933,344)

NET INTEREST SENSITIVITY GAP

23,122,224

N/A

23,122,224

31 December 2023

Up to 1 year

US$

1 – 5 years

US$

Non-interest

bearing

US$

Total

US$

ASSETS

Other receivables

872,305

Balances due from brokers

2,474,172

Cash and cash equivalents

11,532,338

TOTAL ASSETS

11,532,338

3,346,477

14,878,815

LIABILITIES

Balances due to brokers

(11,376,467)

TOTAL LIABILITIES

(11,376,467)

NET INTEREST SENSITIVITY GAP

11,532,338

N/A

11,532,338

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Foreign currency risk

Foreign currency risk is the risk that changes in foreign exchange rates will aﬀect the Company and its subsidiaries’

income or the value of its holding of ﬁnancial instruments. The Company and its subsidiaries ensure that the net

exposure to this risk is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary

to address short-term imbalances.

The table below summarises the exposure of the Company to currency risks as at 31 December 2024 and 2023. Included

in the table are the assets and liabilities categorised by their base currency.

31 December 2024 (Denominated in VND)

US$

ASSETS

Financial assets at fair value through proﬁt or loss

895,469,227

Other receivables

43,816

Balances due from brokers

2,208,879

Cash and cash equivalents

124,308,150

TOTAL ASSETS

910,030,072

LIABILITIES

Balances due to brokers

11,867,729

NET CURRENCY POSITION

898,162,343

31 December 2023 (Denominated in VND)

US$

ASSETS

Financial assets at fair value through proﬁt or loss

785,307,882

Other receivables

815,918

Balances due from brokers

3,705,746

Cash and cash equivalents

8,575,087

TOTAL ASSETS

798,404,633

LIABILITIES

Balances due to brokers

8,597,381

NET CURRENCY POSITION

789,807,252

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

As at 31 December 2024, had the US$ strengthened or weakened by 5% (31 December 2023: 3%) against VND with all

other variables held constant, the net assets aributable to the Ordinary Shareholders would have been decreased or

increased by the amounts shown below. This analysis was performed on the same basis as in 2023.

The Company invests substantially all of its assets in its subsidiaries together with which it is managed as an integrated

structure. The Directors decided that the objectives of IFRS 7 Financial Instruments: Disclosures are met by providing

disclosures on the currency risk of the underlying investments held by the subsidiaries.

The table below summarises the exposure of the subsidiaries to currency risks as at 31 December 2024 and 2023.

Included in the table are the assets and liabilities categorised by their base currency.

Denominated in VND

US$

2024

42,769,635

2023

23,004,095

31 December 2024 (Denominated in VND)

US$

ASSETS

Financial assets at fair value through proﬁt or loss

873,969,056

Other receivables

166,672

Balances due from brokers

8,734,279

Cash and cash equivalents

22,148,013

TOTAL ASSETS

905,018,020

LIABILITIES

Balances due to brokers

7,933,344

NET CURRENCY POSITION

897,084,676

As at 31 December 2024, had the US$ strengthened or weakened by 5% (31 December 2023: 3%) against VND with all

other variables held constant, the net assets aributable to the Company would have been decreased or increased by

the amounts shown below. This analysis was performed on the same basis as in 2023.

Denominated in VND

US$

2024

42,718,318

2023

27,806,758

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Fair values of ﬁnancial assets and liabilities

Market risk is the risk that changes in market prices, such as equity prices, interest rates and foreign exchange rates,

will aﬀect the income of the Company and the value of its holdings of ﬁnancial instruments. The objectives of market

risk management is to manage and control market risk exposures within acceptable parameters, while optimising the

return on risk.

Valuation model

The fair values of ﬁnancial instruments that are traded in active markets are based on quoted prices or broker price

quotations. For all other ﬁnancial instruments, the Company determines fair values using other valuation techniques.

For ﬁnancial instruments that trade infrequently and have lile price transparency, fair value is less objective, and

requires varying degrees of judgment depending on liquidity, uncertainty of market factors, pricing assumptions and

other risks aﬀecting the speciﬁc instrument.

The Company measures fair values using the following fair value hierarchy that reﬂects the signiﬁcance of the inputs

used in making the measurements.

•

Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments.

•

Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as

prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market

prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets

that are not considered active; or other valuation techniques in which all signiﬁcant inputs are directly or

indirectly observable from market data.

•

Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique

includes inputs not based on observable data and the unobservable inputs have a signiﬁcant eﬀect on the

instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar

instruments but for which signiﬁcant unobservable adjustments or assumptions are required to reﬂect

diﬀerences between the instruments.

The Company makes its investments through wholly owned subsidiaries, which in turn own interests in various listed

and unlisted equity securities. The net asset value of the subsidiaries is used for the measurement of fair value. The fair

value of the Company’s underlying investments, however, is measured in accordance with the valuation methodology

which is consistent with that for directly held investments.

ii.

Fair value hierarchy – Financial assets measured at fair value

The table below analyses the Company’s ﬁnancial assets measured at fair value at the reporting date by the level in

the fair value hierarchy into which the fair value measurement is categorised. The amounts are based on the values

recognised in the statement of ﬁnancial position. All fair value measurements below are recurring.

As at 31 December 2024

Level 1

US$

Level 2

US$

Level 3

US$

Total

US$

Financial assets at fair value

through proﬁt or loss

•

Listed equity investments

861,970,306

•

Unlisted investments

33,498,921

•

Investments in subsidiaries

898,058,887

861,970,306

898,058,887

33,498,921

1,793,528,114

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

As at 31 December 2023

Level 1

US$

Level 2

US$

Level 3

US$

Total

US$

Financial assets at fair value

through proﬁt or loss

•

Listed equity investments

744,862,266

•

Unlisted investments

40,445,616

•

Investments in subsidiaries

954,698,860

744,862,266

954,698,860

40,445,616

1,740,006,742

The following table shows a reconciliation from the opening balances to the closing balances for fair value measurements

of the Company in three levels of the fair value hierarchy.

Level 1

Level 2

Level 3

2024

US$

2023

US$

2024

US$

2023

US$

2024

US$

2023

US$

Opening balance

744,862,266

642,802,331

954,698,860

926,941,387

40,445,616

48,780,488

Purchases

547,730,713

362,026,034

Sales

(476,234,726)

(313,286,111)

(623,327)

Net cash

ﬂows from

subsidiaries

(195,116,619)

(107,033,597)

Unrealised

(losses)/gainss

45,612,053

53,320,012

138,476,646

134,791,070

(6,946,695)

(7,711,545)

Closing balance

861,970,306

744,862,266

898,058,887

954,698,860

33,498,921

40,445,616

Total unrealised

gains/(losses)

for the year

included in

net changes

in fair value of

ﬁnancial assets

at fair value

through proﬁt

or loss

45,612,053

53,320,012

138,476,646

134,791,070

(6,946,695)

(7,711,545)

The Company invests substantially all of its assets in its subsidiaries together with which it is managed as an integrated

structure. The Directors decided that the objectives of IFRS 7 Financial Instruments: Disclosures are met by providing

disclosures on the fair value hierarchy of the underlying investments held by the subsidiaries.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

The table below analyses the subsidiaries’ and joint ventures’ ﬁnancial instruments measured at fair value at the

reporting date by the level in the fair value hierarchy into which the fair value measurement is categorised. The

amounts are based on the values recognised in the statement of ﬁnancial position. All fair value measurements below

are recurring.

As at 31 December 2024

Level 1

US$

Level 2

US$

Level 3

US$

Total

US$

Financial assets at fair value

through proﬁt or loss

•

Listed equity investments

873,969,056

As at 31 December 2023

Level 1

US$

Level 2

US$

Level 3

US$

Total

US$

Financial assets at fair value

through proﬁt or loss

•

Listed equity investments

951,196,512

The following table shows a reconciliation from the opening balances to the closing balances for fair value measurements

of investments through the subsidiaries in three levels of the fair value hierarchy.

Level 1

Level 2

Level 3

2024

US$

2023

US$

2024

US$

2023

US$

2024

US$

2023

US$

Opening balance

951,196,512

920,080,847

Purchases

611,229,213

408,674,727

Sales

(659,844,686)

(390,791,751)

Unrealised

(losses)/gainss

(28,611,983)

13,232,689

Closing balance

873,969,056

951,196,512

Total unrealised

(losses)/gains

for the year

included in

net changes

in fair value of

ﬁnancial assets

at fair value

through proﬁt

or loss

(28,611,983)

13,232,689

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

iii.

Signiﬁcant unobservable inputs used in measuring fair value

The table below sets out information about signiﬁcant unobservable inputs used at 31 December 2024 and 31 December

2023 in measuring ﬁnancial instruments categorised as Level 3 in the fair value hierarchy.

Description

Fair value

31 December

2024

US$

Fair value

31 December

2023

US$

Valuation

technique

Signiﬁcant

unobservable

inputs

Sensitivity

to changes

in signiﬁcant

unobservable inputs

Investment

in a

property

developer

33,498,921

40,445,616

Discounted cash ﬂows: The

valuation model considers

the present value of the

expected future net cash

ﬂows derived from put

option using a number of

possible outcomes of the

negotiations and aributing

probabilities to each. The

expected net cash ﬂows are

discounted using the cost

of debt.

•

Expected future

net cash ﬂows

derived from put

option using a

number of possible

outcomes of the

negotiations

and aributing

probabilities to

each.

•

Cost of debt (the

“discount rate”).

The estimated fair

value would increase

(decrease) if:

•

the expected

cash ﬂows were

higher (lower);

•

the cost of

debt was lower

(higher).

Classiﬁcation of ﬁnancial assets and ﬁnancial liabilities

The following table shows the classiﬁcation of ﬁnancial assets and ﬁnancial liabilities of the Company:

As at 31 December 2024

Designated at fair value

US$

Amortised cost

US$

Total carrying amount

US$

ASSETS

Financial assets at fair value through proﬁt or loss

1,793,528,114

Other receivables

43,816

Balances due from brokers

2,208,879

Cash and cash equivalents

15,822,323

1,793,528,114

18,075,018

1,811,603,132

LIABILITIES

Balances due to brokers

11,867,729

Accounts payable and accruals

2,625,702

14,493,431

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

Capital management

The Company considers the capital under management as equal to net assets aributable to the Ordinary Shareholders.

The Company has engaged the Investment Manager to allocate the net assets in such a way to generate investment

returns that are commensurate with the investment strategies of the Company.

Uncertainty

Although the Company and its subsidiaries are incorporated in the Cayman Islands and the British Virgin Islands,

respectively, where tax is exempt, their activities are primarily focused in Vietnam. In accordance with the prevailing tax

regulations in Vietnam, if an entity was treated as having a permanent establishment, or as otherwise being engaged in

a trade or business in Vietnam, income aributable to or eﬀectively connected with such permanent establishment or

trade or business may be subject to tax in Vietnam. As at the date of this report the following information is uncertain:

•

Whether the Company and its subsidiaries are considered as having permanent establishments in Vietnam;

•

The amount of tax that may be payable if the income is subject to tax; and

•

Whether tax liabilities (if any) will be applied retrospectively.

The implementation and enforcement of tax regulations in Vietnam can vary depending on numerous factors, including

the identity of the tax authority involved. The administration of laws and regulations by government agencies may

be subject to considerable discretion, and in many areas, the legal framework is vague, contradictory and subject to

diﬀerent and inconsistent interpretation. The Directors believe that it is unlikely that the Company and its subsidiaries

will be exposed to tax liabilities in Vietnam, and as a result, provision for tax liabilities have not been made in the

ﬁnancial statements.

The Oﬀshore Persons Exemption is provided under Section 20AC of the Inland Revenue Ordinance (“IRO”) and applies

to exempt non-fund and non-resident persons from Hong Kong Proﬁts Tax (“HKPT”) subject to satisfying certain

conditions. Eﬀective from 1 April 2019, the New Funds Exemption under Section 20AN of the IRO provides that funds

within the meaning of Section 20AM, resident and non-resident, will be exempt from HKPT subject to certain conditions.

The Directors believe that they have implemented steps to enable the Company to satisfy all the conditions to be

exempted from HKPT for the year ended 31 December 2024.

If the Company does not meet the exemption criteria under the Funds Exemption, the Company is exposed to Hong

Kong Proﬁts Tax at a rate of 16.5% in respect of any proﬁts which arise in or are derived from Hong Kong and which are

not capital proﬁts or exempt proﬁts if it is treated as carrying on a trade or business in Hong Kong either on its own

account or through any person as an agent.

As at 31 December 2023

Designated at fair value

US$

Amortised cost

US$

Total carrying amount

US$

ASSETS

Financial assets at fair value through proﬁt or loss

1,740,006,742

Other receivables

815,9187

Balances due from brokers

3,705,746

Cash and cash equivalents

10,192,455

1,740,006,742

14,714,118

1,754,720,861

LIABILITIES

Balances due to brokers

8,597,381

Accounts payable and accruals

2,865,772

11,463,153

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

14.

SUBSEQUENT EVENTS

Directorate change

On 21 January 2025, the Company announced that Charles Cade has replaced Vi Peterson as the Company’s Senior

Independent Non-executive Director with eﬀect from 21 January 2025.

On 24 February 2025, the Company announced the appointment of Edphawin Jetjirawat as the Independent Non-

executive Director with eﬀect from 1 March 2025.

Cancellation of treasury shares

According to the Resolution dated 5 March 2025, the Board of Directors resolved to cancel 18,944,191 treasury shares

of the Company (“Share Cancellation”). The share cancellation was completed on 10 April 2025.

Shares repurchase

From 1 January to 29 April 2025, the Company repurchased 4,773,164 Ordinary Shares for a total consideration of

US$34,986,709.

Conditional tender oﬀer

On 7 March 2025, the Company announced that it proposed to introduce a ﬁve-year performance-related 100%

conditional tender oﬀer (the “Conditional Tender Oﬀer”).

The Conditional Tender Oﬀer will be conditional on the Company’s net asset value (“NAV”) total return underperforming

against its reference index, currently the VN Index, over the ﬁve-year period from close of business on 31 March 2025

to close of business on 31 March 2030 (the “Performance Period”).

The Board has conﬁdence that VEIL will outperform the VN Index over the period 31 March 2025 to 31 March 2030.

Nonetheless, in consultation with the Investment Manager, the Board has decided that, should the Company’s NAV

total return fail to meet or exceed the reference index total return (both in USD terms), there should be a mechanism

for shareholders to realise up to 100% of their interests in the Company.

Accordingly, if the Company’s NAV total return fail to meet or exceed the reference index total return (both in USD

terms) over the Performance Period, and subject to the shareholders voting not to wind-up the Company at the 2025

and 2030 annual general meetings, the Board will put forward proposals to shareholders to undertake a tender oﬀer for

up to 100% of their interests in the Company. Any such tender oﬀer will be at a price equal to the realisation proceeds

of a tender pool created by reference to the then prevailing NAV less the costs of the tender oﬀer. The allocation

of the Company’s assets to the tender pool will be undertaken with the aim of ensuring that continuing and exiting

shareholders are treated fairly. The return of capital from the realisation of assets in the tender pool may take place

in more than one tranche, with the timing of returns of capital dependent on the number of shares tendered, the

composition of the tender pool and prevailing market liquidity at that time.

Notes to the Financial Statements

for the Year Ended 31 December 2024

Vietnam Enterprise Investments Limited - Annual Report 2024

Continued

United States (“US”) tariﬀ announcement

On 2 April 2025, President Donald Trump announced a list of reciprocal tariﬀs targeting more than 180 countries,

including Vietnam. With a tariﬀ rate of 46%, Vietnam is among the countries facing the highest duties, but it is the tariﬀ

diﬀerentials with peer exporters that will ultimately determine the scale of economic impact. The initially proposed

tariﬀs cover roughly 90% of Vietnam’s US exports, particularly textiles, footwear, electronics, and furniture.

On 9 April 2025, President Donald Trump announced a 90-day delay on his Reciprocal Tariﬀ Policy, originally announced

on 2 April 2025. Excluding China, the country-speciﬁc tariﬀs will be suspended for 90 days. The 10% global base tariﬀs

are still in eﬀect. The 90-day tariﬀ delay period is an extremely crucial window for Vietnam to prepare. The Vietnamese

Government has appointed the Deputy Prime Minister to lead the negotiation team and is urgently reviewing

Vietnam’s trade policies to bring them to the negotiation table with the US. This includes measures such as preventing

transshipment of goods, increasing purchases of US products to reduce the trade deﬁcit, and removing non-trade

barriers.

The potential for tariﬀs under a second Trump administration has been widely discussed, but the proposed 46%

tariﬀ rate is unexpectedly high and has caught many by surprise. While there may be room for negotiation toward a

lower rate in the near future, the announcement has nonetheless impacted investment activities and import-export

dynamics in Vietnam. In response, the Vietnamese government is accelerating eﬀorts to shift the economy toward

more domestically driven growth, supported by public investment and proactive government policies, rather than

relying heavily on external demand. In addition, a range of support packages is expected to be introduced to cushion

the impact of a potential global trade war.

15.

APPROVAL OF THE FINANCIAL STATEMENTS

The ﬁnancial statements were approved and authorised for issue by the Board of Directors on 29 April 2025.