Contents
18
21
25
28
45
47
51
52
54
Company Overview and Strategy
Board Composition
Report of the Board of Directors
Corporate Governance Statement
Directors’ Remuneration Report
Audit and Risk Commiee Report
Management Engagement Commiee Report
Nomination and Remuneration Commiee Report
Statement of Directors’ Responsibilities
Governance
Pages 18 - 54
55
59
60
61
62
63
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
Financial Statements
Pages 55 - 100
101
102
103
109
Company Information
Contact Us
Notice of Annual General Meeting
Glossary
Shareholder Information
Pages 101 - 111
Strategic Report
Pages 1 - 17
1
2
3
5
8
9
13
Key Information
Key Highlights
Why Vietnam?
Chair’s Statement
Portfolio Managers and Product Specialist
Portfolio Managers’ Commentary
ESG and Climate Report
Key Information
Asset Allocation
VEIL seeks to achieve its
investment objective by investing
in companies primarily operating
in, or with significant exposure to
Vietnam.
Portfolio Composition
Focus on equity securities listed on
the HOSE, HNX, and UPCoM markets
but may also include unlisted equity
securities and listed or unlisted debt
securities or loan instruments.
Borrowing Policy
Permits borrowings up to 20% of
NAV for capital flexibility.
Under normal market conditions,
it is expected that VEIL will be
substantially fully invested
in investments meeting its
investment policy.
VEIL does not formally benchmark against any index but seeks to outperform the
VN-Index (VNI) on a three
-year rolling basis in total return US$ terms.
Objectives
Summary of Investment Policy
Benchmark
Long-term exposure to one of
Asia’s most dynamic
markets
The investment objective of the Company is to achieve medium-to-long-term
capital appreciation of its assets.
Vietnam Enterprise Investments Limited
Annual Report 2025
1
Strategic Report
Financial Statements
Shareholder Information
Governance
Key Highlights
Change In NAV (%)
1 Year
2 Years
3 Years
5 Years
10 Years
VEIL US$
24.5
39.7
54.3
45.9
237.3
VN-INDEX
US$
38.8
51.0
67.8
53.8
221.0
VEIL GBP
15.9
32.4
38.0
48.3
271.8
VN-INDEX GBP
29.2
43.3
50.9
56.0
251.6
Change In Price (%)
1 Year
2 Years
3 Years
5 Years
10 Years
VEIL US$
36. 1
46.9
48.7
40.0
248.8
VN-INDEX
US$
38.8
51.0
67.8
53.8
221.0
VEIL GBP
29.9
42.7
36.4
45.9
294.2
VN-INDEX GBP
29.2
43.3
50.9
56.0
251.6
Past performance is not a reliable indicator for current and future performance
Capital
Structure
Key Data
As of 31 December 2025
As of 31 December 2025
Net Assets
US$1.9bn
Discount to NAV
13.9%
21.1%
31 December 2025
31 December 2024
NAV Performance (US$)
24.5%
NAV/Share
US$12.1
Shares Outstanding
160,977,760
2
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Why Vietnam?
Social Indicators
Economic Indicators
Population
102.3mn
Median age
33.4
Labour participation
68.6%
Urbanisation rate
42.7%
Literacy rate
99.1%
Internet penetration
82.3%
GDP Growth
8.0%
Inflation
3.3%
Disbursed FDI
US$27.6bn
GDP per capita
US$5,026
FTAs
17
Trade turnover
US$930bn
Vietnam offers a
rare combination
of growth, resilience
, and reform
momentum.
Vietnam Enterprise Investments Limited
Annual Report 2025
3
Strategic Report
Financial Statements
Shareholder Information
Governance
GDP Growth
8.0%
Driven by firm domestic demand,
rising investment, ongoing reform,
and improving external trade
conditions.
0
2
4
6
8
10
Sustainable GDP Growth
Public Investment
US$33.8bn
% YoY
8.0%
16
17
18
19
20
21
22
23
24
25
15
0
30
40
Public Investment
$bn
US$33.8bn
16
17
18
19
20
21
22
23
24
25
15
20
10
0
400
500
Exports
$bn
US$473.8bn
16
17
18
19
20
21
22
23
24
25
15
300
200
100
162
Designed to reinforce Vietnam’s
long-term growth outlook by
improving infrastructure connectivity,
supporting economic modernisation,
and unlocking private sector activity.
Exports
US$473.8bn
Reflecting Vietnam’s strategic position
in global trade, underpinned by FTA
access, industrial competitiveness,
and supply chain diversification.
Why Vietnam? (continued)
4
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Chair’s Statement
Vietnam’s economic fundamentals
remain sound, and we believe
the
portfolio is well placed to benefit
from the country’s domestic growth
potential.
In the year under review,
the Company’s NAV rose
24.5% in US$ (15.9% in Sterling), while the share
price rose 36.1% in US$ (29.9% in Sterling) as a
result of a narrowing of the discount. The year
started with considerable apprehension among
investors about the impact of US tariffs, but the
Vietnam market rallied strongly from its lows in
April 2025, supported by strong economic growth
and business-friendly government policies. Over
the year, the Vietnam Index (VNI) increased by
43.2% on a total return basis in local currency,
equivalent to 38.8% in US$ and 29.2% in Sterling.
equities as it has a low free-float and its valuation
is now very high based on historic metrics.
Stripping out Vingroup (VIC), the index return in
2025 was 12.1% in US$ terms. Details of the key
contributors and detractors to the Company’s
performance during the year are provided in the
Portfolio Managers’ Commentary.
Performance
Foreign investors remained net sellers of
Vietnamese equities despite the strong
performance of the market, with net outflows
of $5.2bn during 2025, following on from
net outflows of $3.6bn in the previous year.
Reflecting this, the VNI continued to be driven
by domestic retail investors which accounted for
approximately 85% of trading volumes.
Whilst the Company’s NAV performance failed
to keep pace with the VNI during 2025, it
delivered healthy returns in absolute terms,
and outperformed its listed peers in both NAV
and share price returns. A key factor behind
the strength of the VNI was the exceptional
performance of Vingroup, the conglomerate,
which delivered share price returns of 711%
in US$ during 2025, making it the largest
constituent in the index at the year-end with
a weighting of 15.7%. Vingroup has been a
challenge for active investors in Vietnamese
Portfolio Positioning
VEIL’s portfolio remains focused on businesses
that stand to benefit most from domestic
growth, infrastructure and urbanisation.
The Portfolio Managers added to Vingroup
during 2025, recognising that it would be a
beneficiary of government proposals to increase
the involvement of the private sector in the
country’s major infrastructure projects. As a
result, Vingroup was VEIL’s largest holding at
the year-end, representing 9.1% of assets. This
remained well below the index weighting (by
-6.6%), reflecting the stock’s high valuation and
the desire to maintain a diversified portfolio.
However, the Company also added to Vingroup’s
real estate subsidiary, Vinhomes, which
performed strongly (+200% during 2025 in US$),
and represented 6.1% of the portfolio at the year-
end (2.0% overweight).
Banking remains a core area of conviction and,
during 2025, the Portfolio Managers increased
exposure to private-sector banks, including
significant additions to BIDV, HD Bank and
VietinBank. Capital market development was
also a key theme,
with additions made to several
brokerage companies. Another high conviction
Vietnam Enterprise Investments Limited
Annual Report 2025
5
Strategic Report
Financial Statements
Shareholder Information
Governance
Chair’s Statement (continued)
position is Mobile World, the retailer, which was a
strong performer during the year, rising 43% in US$.
This stock represented 7.7% of the portfolio at the
year-end, making it the largest overweight position
(+6.1%) versus the VNI.
The Board is targeting a discount to NAV of less
than 10% over the medium term. In addition to
the tenders, the Board intends to continue to
operate an active share buyback programme
whilst the discount remains wide. During 2025,
the Company repurchased shares with a value of
£157.5mn, representing 12.9% of its share capital
at the start of the year, up from £94.7mn (66.3%)
in 2024. In 2026 year-to-date at 28 April, the
Company has bought back shares with a value of
£52.2mn, in addition to £147.4mn returned via the
initial 10% tender.
The Board also remains commied to its proposal,
made on 7 March 2025, regarding the introduction
of a five-year performance-related 100%
conditional tender offer, which will be triggered
if the Company’s NAV total return underperforms
its reference index over the period
from 31 March
2025 to 31 March 2030.
Returning capital is just one side of the story in
terms of the Company’s discount management
strategy. The Board is also seeking to raise the
profile of the Company in an effort to increase
demand for its shares. In conjunction with the
Investment Manager, significant enhancements
have been made to the Company’s marketing and
PR resources over the past couple of years.
Discount Management
At last year’s AGM in June 2025, shareholders voted
against a five-yearly discontinuation resolution.
However, more than 20 per cent. of the total votes
cast were in favour of the resolution, against the
recommendation of the Board. The Board therefore
commied to consult with relevant shareholders
in order to understand the reasons behind their
voting decision, as required by the AIC Code.
Following the AGM, the Board consulted with
shareholders representing approximately 60% of
the Company’s issued share capital. Encouragingly,
a significant majority of shareholders consulted
were positive on the outlook for Vietnam and
supportive of the Investment Manager. Most also
recognised the benefits of VEIL’s closed-ended
structure to invest in Vietnam. However, there was
a broad consensus that the discount had been too
wide and some shareholders indicated a desire
to reduce their holding in the Company at an exit
price closer to NAV.
Based on this shareholder feedback, the Board
announced proposals in mid-December 2025 for
a tender for up to 10% of the share capital at a
price equivalent to NAV less 3%, and indicated
its intention to hold two further 10% tenders
within the following 12 months. The Board was
keen both to minimise the market impact of any
proposals and to protect the interests of ongoing
shareholders. Following discussions with the
Investment Manager about portfolio liquidity, we
decided that a series of smaller tenders was a more
effective way to return capital than a larger single
tender. Furthermore, limiting the initial tender
to 10% enabled cash to be returned in a timely
manner, without the requirement for a realisation
pool.
The proposals were supported by 99.68% of
shareholders and the first tender was successfully
completed in mid-January 2026. The Board expects
to announce details of the second tender in due
course. However, shareholders should note that
the implementation and timing of any subsequent
tender offers will be entirely at the discretion of the
Board and will be subject to a shareholder vote.
Board Governance
Vi Petersen stepped down as a Director of VEIL at
the end of 2025, having joined the Board in April
2018 and having made a significant contribution
through her in-depth knowledge of Vietnam’s
business and political system. Following her
departure, Edphawin (“Eddy”) Jetjirawat has
taken over as Chair of the Nominations and
Remuneration Commiee.
Subsequent to the year end, on 21 January 2026,
the Chair, Sarah Arkle, announced that she
had
decided to step down as a Director of the
Company with immediate effect following the
successful completion of the Company’s tender
offer. Sarah joined the Board in January 2022 and
was appointed Chair in June 2024. I would like to
thank Sarah for her contribution as Chair of VEIL,
in particular her role in leading the Shareholder
Consultation following the Company’s AGM last
year.
6
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Chair’s Statement (continued)
Charles Cade
Interim Chair of Vietnam
Enterprise Investments
Limited
I have taken on the role of Interim Chair, pending
the appointment of a new Chair. Recruitment
consultants have been appointed to find someone
with appropriate experience for the role. Once
the new Chair is in place, we will seek to appoint
another Independent Non-Executive Director to
replace Vi Petersen.
An increase in director fees was implemented from
1 July 2025 following a review by the Nomination
and Remuneration Commiee that considered
the time commitment required and included a
benchmarking exercise versus peers. Director
fees were last increased on 1 October 2021, and in
future the Commiee intends to review these fees
annually with effect from January 2027.
We continue to believe that
Vietnam offers one of the
most compelling long-term
growth opportunities
among
emerging markets
AGM
The Annual General Meeting (AGM) will be held
at the Stationers’ Hall, London on 25 June at
12pm and will be 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, and to ask
questions about the Company’s performance,
portfolio and discount management.
The Board believes that the investment case for
Vietnam remains strong. The country was one of
the fastest growing global economies in 2025,
with real GDP growth of 8.0%, and it entered 2026
with strong underlying momentum. In the near
term, the war in the Gulf region creates headwinds
for Vietnam as the country is a significant net
importer of energy. However, the core long-term
drivers of economic growth remain in place,
with healthy foreign direct investment, rising
urbanisation and the emergence of the middle
class consumer. In addition, government policy
is increasingly reform oriented, accelerating
displacement of State-Owned Enterprises by more
efficient private sector businesses.
Vietnam’s equity market appears aractively
valued relative to both historical levels and
regional peers. The Portfolio Manager forecasts
earnings growth of 17.5% for the top 100 listed
companies in 2026, implying a forward P/E of
approximately 11x as of 10 April 2026. In addition,
Vietnam will be upgraded by FTSE Russell from
Outlook
Frontier Market to Secondary Emerging
Market status in September 2026, which could
help reverse the outflows of foreign capital
experienced in recent years.
VEIL’s Portfolio Managers have identified a strong
pipeline of potential IPOs over the next few years
totalling $50bn which would help diversify the
domestic equity market. The Company’s closed-
ended structure and gearing facility makes it well
positioned to benefit from a resurgence in future
IPO activity and private placements, and these
have made a significant positive contribution to
historic NAV returns. The structure also enables
the Portfolio Managers to take a medium-to-long
term approach to stock selection, reflected by the
Company’s objective to outperform the VNI over a
three-year period.
Investors in an early-stage equity market such as
Vietnam will inevitably face some volatile periods
and VEIL’s NAV was down 6.5% in Q1 2026 (total
return in US$). However, the potential rewards over
the long term are illustrated by VEIL’s performance
over the 10 years to the end of 2025, with NAV
returns of 12.9% per annum versus 8.9% per
annum for the MSCI Emerging Markets Index (both
in US$ total return terms).
Vietnam Enterprise Investments Limited
Annual Report 2025
7
Strategic Report
Financial Statements
Shareholder Information
Governance
Portfolio Managers and Product Specialist
Tuan Le Anh
Lead Portfolio Manager
MA in Corporate Finance from the University of Economics Ho Chi Minh City.
Tuan joined Dragon Capital in 2006 as Senior Analyst, became Co-Portfolio
Manager of an SMA for a top Sovereign Wealth Fund from 2013, promoted to
sole Portfolio Manager in 2016.
Appointed Lead Portfolio Manager of VEIL in 2024.
Thao Ngo Thanh
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.
Thao began her career 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 2023.
Viet Vu Hoang
Co-Portfolio Manager
Holds an MSc in Banking and Finance from IAE Paris and ESCP Europe, and
a degree in Corporate Finance from the University of Economics HCMC.
Viet joined Dragon Capital in 2013 as a sector analyst covering real estate
and construction; promoted to Deputy Portfolio Manager of the Vietnam
Equity UCITS Fund and various SMAs in 2016.
Appointed Co-Portfolio Manager of VEIL in 2024.
Thuy Anh Nguyen
Product Specialist
BA and MA in Economics and Management from St Hilda’s College, Oxford
University, UK.
Thuy Anh started her career as a FX and IR derivatives Structurer at Credit
Suisse, for whom she worked for 13 years in London and Hong Kong.
She
returned to Vietnam in 2019 to join Novaland as Head of Capital Markets
and later as Chief Strategy Officer.
Thuy Anh joined Dragon Capital as a Product Specialist in 2024.
8
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Portfolio Managers’ Commentary
Company
Ticker
Sector
31 Dec 2025 Weight
31 Dec 2024 Weight
Performance
2025 (%)
VEIL
(%)
VNI
(%)
Over/
under
VEIL
(%)
VNI
(%)
Over/
under
VINGROUP JSC
VIC
Real Estate
9.1
15.7
(6.7)
0.1
3.0
(2.9)
710.8
VINHOMES JSC
VHM
Real Estate
8.1
6.1
2.0
2.5
3.2
(0.7)
200.5
MOBILE WORLD INV. CORP.
MWG
Consumer Discretionary
7.7
1.6
6.1
8.4
1.7
6.7
42.5
VP BANK
VPB
Financial - Banks
4.9
2.7
2.2
7.2
2.9
4.3
48.5
BIDV
BID
Financial - Banks
4.7
3.3
1.5
0.1
5.0
(4.9)
1.6
VIETINBANK
CTG
Financial - Banks
3.9
3.3
0.6
4.9
3.9
1.0
33.7
TECHCOMBANK
TCB
Financial - Banks
3.7
3.0
0.8
5.4
3.3
2.1
40.9
VIETCOMBANK
VCB
Financial - Banks
3.4
5.8
(2.4)
6.0
9.8
(3.8)
(8.0)
KHANG DIEN HOUSE
KDH
Real Estate
3.3
0.4
2.9
4.0
0.7
3.3
(7.0)
HOA PHAT GRP JSC
HPG
Materials
3.0
2.4
0.6
5.1
3.3
1.8
15.2
SACOMBANK
STB
Financial - Banks
2.8
1.3
1.5
3.3
1.3
1.9
52.4
SSI SECURITIES
SSI
Financial - Diversified
2.6
0.9
1.6
3.0
1.0
2.0
26.7
FPT CORP
FPT
Information Technology
2.5
2.0
0.5
8.1
4.3
3.8
(28.7)
ASIA COMMERCIAL BANK
ACB
Financial - Banks
2.5
1.5
1.0
5.9
2.2
3.7
7.9
HDBANK
HDB
Financial - Banks
2.5
1.8
0.7
0.0
1.7
(1.7)
46.4
MILITARY COMMERCIAL BANK
MBB
Financial - Banks
2.3
2.5
(0.1)
3.2
2.6
0.6
49.6
BECAMEX
BCM
Real Estate
2.3
0.8
1.5
2.9
1.4
1.5
(15.5)
TASECO LAND
TAL
Real Estate
2.0
0.2
1.8
NA
NA
-
160.4
DAT XANH GROUP
DXG
Real Estate
1.8
0.2
1.6
1.5
0.2
1.2
29.6
TECHCOM SECURITIES
TCX
Financial - Diversified
1.7
1.3
0.4
NA
NA
-
0.6
VEIL Top 20 Holdings
Macro Backdrop
Vietnam remained one of the world’s fastest-
growing economies in 2025, with GDP rising
8.0%. Growth was supported by resilient
industrial production, strong exports, domestic
consumption and sustained FDI inflows, while
inflation remained under control and trade
surpluses continued. This supported corporate
earnings growth and provided a supportive
backdrop for equity market performance.
The year was not without disruption. In April 2025,
the United States announced its reciprocal tariffs
programme, creating uncertainty for export-
oriented sectors and triggering volatility across
financial markets. Vietnam swiftly negotiated
a revised framework in July, which materially
reduced the risk of disruption to Vietnam’s export
sector.
Domestic policy became more supportive. The
implementation of Resolution 68 in May 2025,
a major policy directive aimed at strengthening
the private sector, placed it firmly at the centre
of economic development. Broader reforms to
streamline regulation and improve the business
environment reinforced the view that Vietnam is
entering a more supportive phase for investment
and private enterprise.
Vietnam Enterprise Investments Limited
Annual Report 2025
9
Strategic Report
Financial Statements
Shareholder Information
Governance
Portfolio Managers’ Commentary (continued)
Equity Market
The VN-Index (VNI) rose 38.8% in total return
US$ terms in 2025, supported by strong earnings
growth, domestic liquidity, and improving
confidence in Vietnam’s medium-term outlook.
However, performance was concentrated in a small
number of large-cap stocks, particularly within
the Vingroup (VIC) ecosystem, while geopolitical
uncertainty contributed to sharp swings in investor
sentiment.
Foreign selling remained a significant headwind
as combined equity outflows reached US$5.2bn in
2025, up from US$3.6bn in 2024. Domestic investor
participation offset much of this selling pressure,
supported by pro-growth policy measures and
strong corporate earnings.
Portfolio Restructuring
Against this backdrop, we repositioned VEIL
during 2025 to reflect changing valuations and
evolving policy signals. Exposure increased to
areas benefiting from Vietnam’s structural drivers,
including domestic consumption, infrastructure
and urban development, and the rising role of
private-sector champions, while positions with
more limited upside were reduced.
Portfolio turnover rose to 87.7% from 63.7% in
2024, reflecting more active repositioning in a
year of heightened volatility and stock-specific
opportunity.
Banking remained a core area of conviction. We
rotated capital away from lower-growth banks
trading on fuller valuations into private-sector
banks with stronger earnings momentum and
clearer catalysts. In Q1 2025, VEIL participated
in the Bank for Investment and Development
of Vietnam (BID)’s private placement, investing
approximately US$75mn, while also increasing
exposure to selected banks including HD Bank
(HDB) and VietinBank (CTG). As post-2022 balance
sheet repair progressed and policy became more
supportive of domestic growth, these banks were
beer placed to deliver stronger credit growth and
improved returns.
Asset Allocation
As of 31 December 2025
0.0
By Sector (%)
0
20
25
%
15
10
5
Consumer
Discretionary
Financials
(Banks)
Financials
(Diversified)
Industrials
Materials
Energy
Information
Technology
Consumer
Staples
Others
Cash
Real
Estate
30
35
33.2
30.3
10.5
8.6
2.3
3.5
3.0
2.5
1.4
0.0
4.7
1.1
8.2
2.2
5.7
5.4
8.1
6.0
4.9
27.2
31.2
VEIL
VNI
10
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Asset type
Weight
Listed Equity
99.3%
Unlisted Equity
0.7%
By Asset Type (%)
Portfolio Managers’ Commentary (continued)
We increased exposure to leading private
sector groups, particularly within the Vingroup
ecosystem, following the introduction of
Resolution 68. Our view is that well-capitalised
domestic champions will be key beneficiaries
of a more supportive policy environment and
greater private-sector participation in large-scale
development projects.
A similar logic informed our increased exposure
to Vietnam’s capital markets ecosystem in
the second half of the year. We added to the
brokerage sector, including through participation
in SSI Securities (SSI) private placement at a
discount to market price, based on our conviction
that improving liquidity, a stronger IPO pipeline
and Vietnam’s expected FTSE Secondary
Emerging Market upgrade would support further
market development.
We also initiated positions in PV Drilling (PVD)
and PV Technical Services (PVS). We believe
Vietnam’s upstream energy sector is entering a
cyclical recovery, supported by rising domestic
investment and large-scale projects likely
to increase demand for drilling and technical
services.
Performance and Aribution Analysis
VEIL’s NAV rose 24.5% in US dollar terms in
2025. While this was a strong absolute return,
it lagged the VNI, which rose 38.8%. Relative
underperformance of 14.3% was driven primarily
by a small number of positions rather than
broad-based weakness across the portfolio, due
to the unusually concentrated nature of index
performance during the year.
Banking was the largest contributor to absolute
return, generating 9.3% of total portfolio
performance. Our rotation towards more dynamic
private-sector banks with stronger earnings
momentum delivered meaningful results, with
core holdings including Techcombank (TCB),
VP Bank (VPB) and MB Bank (MBB) performing
well. The Company’s underweight position in
Vietcombank (VCB), which underperformed, also
supported relative returns.
Retail was another important contributor, led
by Mobile World, which rose 42.5% and was the
Company’s third-largest contributor to returns.
Performance was supported by a recovery in
consumer discretionary spending and improving
confidence in the company’s operating outlook,
including progress in its grocery business.
The Company also benefited from its increased
allocation to capital markets-related names
including SSI, which contributed 0.7% to absolute
returns, while real estate developers Dat Xanh
Group (DXG) contributed 0.9%, and Taseco Land
(TAL) contributed 0.6%.
Conversely, FPT, the technology services
company, was a detractor after a period of very
strong performance, as investor expectations
adjusted to a slower growth outlook. Earnings
growth, which had exceeded 25% in 2024,
moderated to around 15% in 2025, while the
shares entered the year trading on a trailing P/E of
more than 25x. Sentiment was further affected by
concerns around AI-related disruption following
the emergence of DeepSeek in the first quarter,
alongside softer momentum in the education and
outsourcing businesses.
The largest relative detractor was Vingroup
(VIC), which accounted for –10.5% of aribution,
primarily because VEIL held an average weight of
2.8% compared with 6.9% in the VNI. VIC’s strong
share price performance reflected improving
sentiment towards private-sector champions
following Resolution 68.
VIC alone accounted for 19.5% of the VNI’s
38.8% gain in 2025, while the broader Vingroup
ecosystem, including Vinhomes (VHM) and
Vincom Retail (VRE), contributed 26.5%. At the
end of the year, after a sevenfold share price
increase, VIC was trading at 97.2x P/E and 8.8x
P/B. We maintained an allocation at approximately
half of its market weight, reflecting a balanced
assessment of opportunities and risks. While we
remain constructive on the group’s long-term
positioning, including its urban development
pipeline and policy alignment, this underweight
materially affected relative performance.
Vietnam Enterprise Investments Limited
Annual Report 2025
11
Strategic Report
Financial Statements
Shareholder Information
Governance
Portfolio Managers’ Commentary (continued)
However, VEIL did participate in the broader
Vingroup re-rating through other holdings.
Vinhomes was the second-largest contributor
to absolute return across the portfolio, rising
threefold and contributing 6.3%.
Beyond VIC, two further positions had an outsized
impact on relative returns. Hung Thinh Land
(HTD), an unlisted holding representing 1.9% of
the portfolio at the beginning of the year, cost the
Company –2.2% of aribution after its carrying
value was wrien down during the year. Duc Giang
Chemicals (DGC), averaging 2.8% of the portfolio,
detracted –2.1% as weaker demand sentiment
and uncertainty over its near-term operating
outlook weighed on the share price. Together with
VIC, these positions accounted for most of the
Company’s relative underperformance in 2025.
VEIL used gearing tactically during 2025 to fund
selected placements and IPOs, while actively
managing risk through timely deleveraging,
ending the year fully unleveraged with net cash of
US$93mn (4.8% of NAV).
Despite underperforming the VN-Index, VEIL’s
share price outperformed its closest London-
listed peer by 18.0%.
Outlook
Vietnam entered 2026 with strong underlying
momentum. The macro framework remains
favourable, while policy is increasingly
reform-oriented, and implementation of the
Government’s 2026-2030 development plan
should help reinforce this direction. Resolution
68, together with Resolution 79, a corollary
initiative which focuses on improving the
efficiency of SOEs and the allocation of state
capital, points to a more defined policy framework
in which private enterprise, infrastructure
investment and more efficient capital allocation
are expected to play a larger role in driving growth.
The key near-term risks remain largely external.
While the direct economic impact on Vietnam
remains limited at this stage, rising oil prices
could place pressure on inflation and complicate
monetary policy. Nonetheless, growth is
increasingly supported by domestic demand
and policy flexibility, which should help mitigate
broader effects. Within the portfolio, energy
exposure, particularly service providers linked to
upstream investment, may provide a partial offset.
We also increased cash modestly in early March
to manage volatility while preserving capacity to
deploy capital should new opportunities emerge.
We remain positive on Vietnam’s equity market.
Our in-house forecasts indicate earnings growth
of 17.5% for the top 100 listed companies in 2026,
implying a forward P/E of approximately 11x as of
10 April 2026, which remains aractive relative to
both historical levels and regional peers.
12
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Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
ESG and Climate Report
The VEIL Board of Directors (the “Board”) provides
guidance to the Portfolio Manager based on the
sustainability report prepared by the Dragon
Capital ESG Working Group, aligning with
Dragon Capital’s 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.”
At VEIL, responsible investment is essential for the
stakeholders and the greater good of society.
Our investment strategy is geared towards
maximising risk-adjusted returns and alpha
generation, while also diligently assessing and
addressing ESG and climate-related risks as part of
our fiduciary duty to investors. This entails placing
significant emphasis on environmental, social, and
governance factors in VEIL’s investment decisions
and integrating them throughout its investment
process to optimise performance. VEIL recognises
the interconnectedness of climate change,
Greenhouse Gas (GHG) emissions, and biodiversity
loss, and is commied to addressing these global
challenges as active, long-term investors.
VEIL also encourages its investee companies to
improve their sustainability practices and engage
with policymakers to promote positive change.
This report has been prepared in order to
disclose VEIL’s ESG performance over the year
ended 31 December 2025. VEIL is not directly
exposed to sustainability-related risks within its
own operations because the human resources
provided to VEIL belong to the Dragon Capital
group (“Dragon Capital”) who will report on
the
sustainability
risks
and
opportunities separately.
Hence, this report centres on assessing risks and
opportunities linked to VEIL’s investment activities.
1. Governance
Scope of the Report
VEIL’s Commitment to Responsible Investment
VEIL adhered to the same strategy and risk
management approaches as those of its
Investment Manager, Dragon Capital, as outlined in
the Responsible Investment Report.
The full Responsible Investment Report will be
published on the Dragon Capital website in May
2026 at:
hps://www.dragoncapital.com/about/
responsible-investment/
2. Strategy and Risk Management
In 2025, VEIL implemented three key strategic initiatives aligned with its sustainability priorities. The
processes, tools, and outcomes of each initiative are detailed in Section 3: Metrics & Outcomes.
Vietnam Enterprise Investments Limited
Annual Report 2025
13
Strategic Report
Financial Statements
Shareholder Information
Governance
1. Develop a
200-company
ESG coverage
2. Collaborate
with MSCI on
climate solutions
3. Engagement:
knowledge
sharing of ESG
ratings
Achieved
Achieved
Achieved
Ensure all investee
companies have an ESG
assessment using the
2024 revamped ESG
management system
Maintain WACI for VEIL
consistently lower than
the VN-Index
Focus of Engagement:
16 focus engagements
on ESG rating knowledge
sharing
Developed ESG coverage
for more than 200 investee
companies — full portfolio
visibility achieved.
VEIL’s WACI was maintained
at 34% below the VN-Index
assessed via the MSCI
climate solution platform.
16 focused engagements
completed. Companies
appreciated the
collaboration and beer
prioritised ESG in their
operations.
TARGET
TARGET
TARGET
OUTCOME
OUTCOME
OUTCOME
3. Metrics & Outcomes
3.1 ESG Working Group’s 2025 Sustainability Priorities & Performance
ESG and Climate Report (continued)
14
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
ESG and Climate Report (continued)
Excellent
Good
Average
Needs Improvement
Cash
Cash
Low Risk
Medium Risk
High Risk
3.2
ESG Rating Distribution
E&S Rating
Corporate Governance Rating
39%
65%
31%
27%
9%
5%
5%
4%
16%
Physical climate risk and natural risk assessment
for VEIL’s portfolio — covering direct financial
losses quantified as Climate Value at Risk (CVaR)
across flood, typhoon, storm surge and extreme
heat scenarios for 2030 and 2050 under a
business-as-usual trajectory — will be presented
in full detail in Dragon Capital Group’s Responsible
Investment Report, to be published in May 2026
at
hps://www.dragoncapital.com/about/
responsible-investment/
3.3
Climate Related Risk
3.3.1
Physical and Natural Risk Assessment
Scope 1+2
64
53,443
Scope 3
206
138,290
Total
270
191,733
Source: Dragon Capital (as of 31 December 2025) through MSCI database and methodology.
GHG Metrics — VEIL Portfolio
3.3.2
Transition Risk Assessment
WACI (tCO₂e/mUSD Rev.)
Financed Emissions (tCO₂e)
Financed Emissions Intensity
(tCO₂e/mUSD Invested)
29
75
104
Vietnam Enterprise Investments Limited
Annual Report 2025
15
Strategic Report
Financial Statements
Shareholder Information
Governance
For details on engagement and proxy voting activities, please refer to the Dragon Capital Responsible
Investment Report.
A summary of the 2025 engagement and voting statistics is set out below:
2025 - Number of votes by topic
Total engagements by topic
3.4 Active Ownership
200
150
100
50
0
Financial
& Audit
E&S
Governance
& Compliance
Governance
& Business
Outlook
Environment
Remu-
neration
Operation
Strategic
Investment
175
45
10
16
83
32
62
42
0
Social
0
50
40
30
20
10
ESG and Climate Report (continued)
0
200
400
600
800
1000
Policy CVaR (%)
1.5°C Net Zero 2050
2°C Delayed Transition
3°C NDCs
Total
270
191,733
104
Source: Dragon Capital (as of 31 December 2025) through MSCI database and methodology.
Transition CVaR
MSCI EM Index
MSCI EM Climate
Change Index
VN Index
VEIL
WACI of VEIL versus
Indices in 2025
Scope 1+2
Total Scope 1+2+3
(7.5)
(1.7)
(0.4)
VEIL’s WACI is 34% lower than that of
VN-Index
275
98
919
400
142
410
64
270
16
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
ESG and Climate Report (continued)
Deepen ESG coverage: Enhance ESG rating quality by integrating
sector-specific materiality assessment across all 200+ investee companies.
Strengthen climate risk monitoring: Maintain VEIL’s WACI consistently below
the VN-Index, leveraging MSCI climate solutions.
Focus on
sustainability-related
engagement.
1.
2.
3.
In 2026, VEIL intends to build on its 2025 achievements and has set the following targets:
4. Forward-Looking Target
Vietnam Enterprise Investments Limited
Annual Report 2025
17
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Financial Statements
Shareholder Information
Governance
Company Overview and Strategy
Investment Policy
Asset allocation
The Company seeks to achieve its investment
objective by investing in companies primarily
operating in, or with significant exposure to,
Vietnam. Whilst the Company’s portfolio will
reflect a focus on Vietnam, the Company may
also invest up to, in aggregate, 20 per cent.
of Net Asset Value at the time of investment,
in companies operating in, or with significant
exposure to Cambodia or Laos.
The Company expects that the majority of the
investments comprising the portfolio will be
equity securities admied to
trading on the Stock
Trading Center of Vietnam in Ho Chi Minh City,
the Hanoi Stock Exchange, or on another stock
exchange. The Company may, nonetheless, invest
in unlisted equity securities and listed or unlisted
debt securities or loan instruments.
The companies in which the Company will invest
may have any market capitalisation and may
operate in any industry. In respect of the debt
securities in which the Company may
invest,
these may be fixed or floating rate and may have
any credit rating or may be unrated.
The Company may seek exposure to securities
directly or indirectly and Company may use
derivatives for investment purposes and efficient
portfolio management. The Company may invest
in investment companies that have, as their
main objective, a focus on investing in securities
falling within the Company’s investment policy.
Investments in other investment companies will
not exceed 10 per cent. of Net Asset Value at the
time of investment.
The Company does not intend to take legal or
management control of any investee company.
The Company 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 the Company 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), the Company’s portfolio may reflect a
significant weighting to cash or other short term
investments.
Investment restrictions
The Company will observe the following
investment restrictions in each case calculated at
the time of investment:
a)
no more than 20 per cent. of the gross
assets of the Company may be exposed to
the creditworthiness or solvency of a single
counterparty;
b)
no more than 20 per cent. of the gross
assets of the Company may be invested in
any one issuer; and
c)
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.
18
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Annual Report 2025
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Financial Statements
Shareholder Information
Governance
18
Strategic Report
Financial Statements
Shareholder Information
Governance
Company Overview and Strategy (continued)
Borrowing
The Company is permied to borrow money
and to charge its assets. The Company will not
have aggregate borrowings in excess of 20 per
cent. of the Company’s Net Asset Value at the
time of borrowing. The Company may borrow for
the purposes of capital flexibility, including for
investment purposes.
The Board will oversee the level of gearing in the
Company, and will review the position with the
Investment Manager on a regular basis.
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
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Annual Report 2025
19
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Financial Statements
Shareholder Information
Governance
19
Strategic Report
Financial Statements
Shareholder Information
Governance
Company Overview and Strategy (continued)
Investment Approach
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.
What’s the house view*
on the market and
macro-outlook?
What are the risks?
What are the ESG
considerations?
1. Actionable plans for
implementing PM’s strategy
2. Address the difference
between the PM & the house
view
What are the risk exposures
and mitigation plan?
Is the portfolio on track?
What has gone right
and wrong? Are the ESG
considerations being
addressed?
1.Investment
Strategy
2.Execution
3. Portfolio
Monitoring
Objective: Consistent Performance Across Funds
Macro & Equity
Rating
Sector
Rating
Boom-up
Research
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.
P
r
i
c
e
R
a
n
g
e
B
u
l
l
i
s
h
/
B
e
a
r
i
s
h
S
c
a
l
e
S
t
o
c
k
A
l
p
h
a
R
i
s
k
S
e
c
t
o
r
R
i
s
k
S
e
l
e
c
t
i
o
n
&
A
l
l
o
c
a
t
i
o
n
Portfolio
Simulation
Sector
Selection
Portfolio
Execution
Portfolio
Monitoring
Market
Regime
Sector
Allocation
Step-by-Step Investment Process
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.
Sector positioning vs. PM’s view and house view
Portfolio composition across beta-level, market cap
Single stock position vs. PM’s view and house view
1. Sector Level
2. Cluster Level
3. Stock Level
Portfolio Monitoring
*house view: the Investment Manager’s in-house view about macro, market, stocks, and ESG considerations.
20
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Annual Report 2025
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Shareholder Information
Governance
20
Strategic Report
Financial Statements
Shareholder Information
Governance
Board Composition
Sarah Arkle
Appointed January 2022 / Resigned January 2026
Independent Non-Executive Director (until January
2026)
Chair of the Board (until January 2026)
Sarah is an investment professional with over forty 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.
Charles Cade
Appointed October 2023
Senior Independent Non-Executive Director (from
January 2025)
Interim Chair of the Board (from January 2026)
Chair of the Management Engagement Commiee
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 Chair of Temple Bar Investment Trust, a member
of the investment commiee of the Rank Foundation charity
and an independent consultant to interactive investor.
Vietnam Enterprise Investments Limited
Annual Report 2025
21
Strategic Report
Financial Statements
Shareholder Information
Governance
21
Strategic Report
Financial Statements
Shareholder Information
Governance
Board Composition (continued)
Vi Peterson
Appointed April 2018 / Resigned December 2025
Independent Non-Executive Director
Chair of the Nomination and Remuneration Commiee
(until December 2025)
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 programmes with
governments and institutional donors.
Low Suk Ling
Appointed July 2021
Independent Non-Executive Director
Chair of the Audit and Risk Commiee
Suk Ling currently serves as General Counsel for March Risk
and Mercer 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 Risk and Mercer in Asia.
22
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
22
Strategic Report
Financial Statements
Shareholder Information
Governance
Board Composition (continued)
Edphawin (Eddy) Jetjirawat
Appointed March 2025
Independent Non-Executive Director
Chair of the Nomination and Remuneration Commiee
(from January 2026)
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.
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.
Vietnam Enterprise Investments Limited
Annual Report 2025
23
Strategic Report
Financial Statements
Shareholder Information
Governance
23
Strategic Report
Financial Statements
Shareholder Information
Governance
Board Composition (continued)
Board Independence and Tenure
Ownership in the Company
Non-Executive Director
Status
Appointed
Years on Board
Sarah Arkle (Chair)
Independent
2022
3
Charles Cade (SID)
Independent
2023
2
Vi Peterson
Independent
2018
7
Low Suk Ling
Independent
2021
4
Edphawin (Eddy) Jetjirawat
Independent
2025
0
Dominic Scriven O.B.E
Non-Independent
1995
30
Non-Executive Director
31 December 2025
31 December 2024
No. of Ordinary
Shares Held
%
No. of Ordinary
Shares Held
%
Sarah Arkle (Chair)
20,000
0.01
20,000
0.01
Charles Cade (SID)
25,000
0.02
25,000
0.01
Vi Peterson
-
-
-
-
Low Suk Ling
-
-
-
-
Edphawin (Eddy) Jetjirawat
30,000
0.02
N/A
N/A
Dominic Scriven O.B.E
178,423
0.11
178,423
0.10
Total
253,423
0.16
253,423
0.12
* Edphawin (Eddy) Jetjirawat was appointed on 1 March 2025.
24
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
24
Strategic Report
Financial Statements
Shareholder Information
Governance
Report of the Board of Directors
The Directors of Vietnam Enterprise Investments
Limited (the “Company”) present their report and
the financial statements of the Company for the
year ended 31 December 2025.
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 financial performance for the
year ended 31 December 2025 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 2025 (2024: Nil).
Share Capital
Details of movements in the Company’s share
capital during the year are presented in Note
8.
As at 31 December 2025, the Company
had
160,977,760 Ordinary Shares and 1,000
Management Shares outstanding (31 December
2024: 184,733,753 Ordinary Shares and 1,000
Management Shares outstanding).
According to the Resolution dated 5 March
2025, the Board of Directors resolved to cancel
18,944,191 treasury shares of the Company. The
Share Cancellation was completed on 10 April
2025.
Directors
The Directors of the Company during the year
ended 31 December 2025 and to the date of this
report were as follows:
Non-Executive Director:
Dominic Scriven O.B.E
Independent Non-Executive Directors:
Sarah Arkle
Chair (until 21 January 2026)
Charles Cade
Interim Chair (since 22 January 2026)
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 (until
31 December 2025)
Low Suk Ling
Independent Non-Executive Director
Edphawin
(Eddy)
Jetjirawat
Independent Non-Executive Director (since
1 March 2025)
In accordance with Article 91 of the Restated
and Amended Memorandum and Articles of
Association (the “Articles”), the Independent and
Non-Independent Non-Executive Directors are
required to submit themselves for re-election
at the next occurring Annual General Meeting
(“AGM”). At the AGM held on 18 June 2025,
Edphawin
(Eddy)
Jetjirawat was duly appointed,
and the rest of the Independent Non-Executive
Directors were duly re-appointed following the
expiry of their respective terms. Dominic Scriven
O.B.E also submied himself for re-election and
was duly re-appointed.
Vietnam Enterprise Investments Limited
Annual Report 2025
25
Strategic Report
Financial Statements
Shareholder Information
Governance
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.
Interests in the Company’s Shares
Disclosed to the Company
The table below describes the interests in the
Company’s shares disclosed to the Company
in accordance with Chapter 5 of the United
Kingdom Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules (“DTRs”),
based on TR-1 notifications received, as at 31
December 2025 and 2024.
There have been no other changes to the
interests in the Company’s shares notified to the
Company up to 28 April 2026.
Directors’ Interests in Shares
Details of the Directors’ interest in shares as at
31 December 2025 and 31 December 2024 are set
out in Note 4 to the Financial Statements.
Directors’ Interests in Contracts
As at 31 December 2025, 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, who has an
indirect interest in the investment management
agreement dated 23 May 2016 (as amended from
time to time) between the Company and Dragon
Capital Management (HK) Limited, the Investment
Manager (“Investment Management Agreement”)
due to his shareholding in Dragon Capital Group
Limited, the ultimate parent company of the
Investment Manager.
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 (continued)
31 December 2025
31 December 2024
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
28,017,627
15.01
28,017,627
15.01
Saba Capital Management, L.P.
8,210,085
5.01
-
-
City of London Investment
Management Company Limited
-
-
9,777,313
5.04
Baillie Gifford
-
-
9,703,511
5.02
Interests in the Company’s Shares Disclosed to the Company based on TR-1 Notification
Received
26
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Approval of the Financial Statements
The Board of 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 2025, 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:
Charles Cade
Interim Chair
28 April 2026
Low Suk Ling
Independent Non-Executive Director
28 April 2026
Report Of The Board Of Directors (continued)
Vietnam Enterprise Investments Limited
Annual Report 2025
27
Strategic Report
Financial Statements
Shareholder Information
Governance
Corporate Governance Statement
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 more relevant
information to 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
2025.
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 2025.
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 Board 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:
a)
the likely consequences of any decision in
the long-term;
b)
the interests of the company’s employees;
c)
the need to foster the company’s business
relationships with suppliers, customers and
others;
d)
the impact of the company’s operations on
the community and the environment;
e)
the desirability of the company maintaining
a reputation for high standards of business
conduct; and
f)
the need to act fairly as between members
of the company.
(collectively, the “s.172 maers”).
28
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Corporate Governance Statement (continued)
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 2024 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 (Dragon Capital Management
(HK)
Limited) have adequate and regular shareholder
liaison.
During the year ended 31 December 2025, 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.
Directors
The Directors of the Company during the year
ended 31 December 2025 and to the date of
this annual report can be found in the Board
Composition section of this annual report. The
biographical details of the Directors are also
provided in the Board Composition section and
are available on the Company’s website
(
hps://www.veil.uk/
).
Board diversity is considered under the heading
“Board Independence, Composition and
Diversity” below, and in Table 4 of this Corporate
Governance Statement.
The Board consists solely of Non-Executive
Directors. Other than Dominic Scriven O.B.E.,
all Directors including the Chair and the interim
Chair are independent from the Investment
Manager. The Directors’ 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.
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.
On 31 December 2025, Vi Peterson stepped down
as a Director of the Company. Subsequently on
21 January 2026, Sarah Arkle stepped down as
the Chair of the Board and as a Director of the
Company. From 22 January 2026, Charles Cade,
the Senior Independent Non-Executive Director, is
acting as interim Chair pending the appointment
of a new Chair.
The Chair and the Interim 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
responsibilities 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.
The Nomination and Remuneration Commiee is
responsible for ensuring that the Board comprises
the appropriate balance and composition of skills,
experience, length of service, knowledge of the
Company and diversity (including gender and
ethnic diversity) as well as determining a fair and
market competitive compensation for members of
the Board.
Vietnam Enterprise Investments Limited
Annual Report 2025
29
Strategic Report
Financial Statements
Shareholder Information
Governance
Corporate Governance Statement (continued)
Details of the individual 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 an 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 and industry maers.
The Board is supplied, via the Investment
Manager and other service providers, with
sufficient information to enable the Directors to
discharge their duties.
The Company’s Legal Advisers provide the Board
with regular updates on regulatory issues and
on the latest corporate governance rules and
regulations.
Directors’ Duties and Responsibilities
The Company is governed by its Board, and the
Directors of the Company are primarily non-
executive. The Board’s duties are owed to the
Company, and it is the duty of each Director to
act in a way that he/she considers in good faith
would be most likely to promote the success of
the Company for the benefit of the shareholders
as a whole. 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 Company’s investment
policy and strategy, seing the Company’s
gearing strategy
Appoint and assess the performance and
cost of third-party 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 duties of the Board have been adopted
by the Directors to demonstrate clearly the
importance with which the Board takes its
fiduciary responsibilities.
The Board meets at least quarterly. Each
meeting is aended by 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
is 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 to review the Investment
Manager’s performance, legal and compliance,
risk management, third party services and
other maers relating to the operations of the
Company.
The standing agenda includes reviewing the
portfolio performance, aribution analysis,
contributors to and detractors from 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.
30
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Corporate Governance Statement (continued)
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 Advisers and the
Auditor.
Board and Commiees
For the year ended 31 December 2025, there were
three commiees:
Audit and Risk Commiee;
Management Engagement Commiee; and
Nomination and Remuneration Commiee
Table 2 describes the composition of each
Commiee. Dominic Scriven O.B.E does not
participate in any Commiee.
Table 2:
Board Commiee Composition as
of 31 December 2025
Commiee
Chair and Members
Audit and Risk
Commiee
Low Suk Ling (chair)
Vi Peterson
Charles Cade
Management
Engagement
Charles Cade (chair)
Sarah Arkle
Low Suk Ling
Nomination and
Remuneration
Vi Peterson (chair)
Sarah Arkle
Details of each Commiee can be found in their
respective Committee Reports.
Aendance at Scheduled Meetings of
the Board and its Commiees for the
Year
Table 3 lists the number of Board and Commiee
meetings aended by each Director.
Table 3: Aendance of the Board and the Commiees Meetings For the Year Ended 31
December 2025
Director
Board
Audit and Risk
Commiee
Management
Engagement
Commiee
Nomination and
Remuneration
Commiee
Sarah Arkle
4/4
3/3
2/2
3/3
Charles Cade
4/4
3/3
2/2
3/3
Vi Peterson
4/4
3/3
2/2
3/3
Low Suk Ling
4/4
3/3
2/2
3/3
Edphawin (Eddy) Jetjirawat*
3/3
-
-
-
Dominic Scriven O.B.E
4/4
-
-
-
*Edphawin (Eddy) Jetjirawat was appointed as the Director on 1 March 2025, and did not join any commiee until 1
January 2026.
Vietnam Enterprise Investments Limited
Annual Report 2025
31
Strategic Report
Financial Statements
Shareholder Information
Governance
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. This approach
is also applied to the appointment of directors to
Board commiees.
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 targets pre-2027 of the Company are:
1)
The Company aims to have at least two
Directors from an ethnic minority group.
This target has been achieved since 2016.
2)
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 was
achieved from 2021 until 21 January 2026,
when Sarah Arkle stepped down as a
Director.
Targets post-2027
The targets post-2027 are the same as the
targets pre-2027.
UK Listing Rule 6.6.6
The Directors confirm that, as at 31 December
2025, the Company has met the targets on board
diversity as set out in UKLR 6.6.6(9)
(a) , with 50%
of the Board being women (including the Chair)
and three out of the six directors being from
minority ethnic backgrounds.
However, following the departure of Vi Peterson
and Sarah Arkle, as at the date of this report, the
Company does not currently meet the targets set
out in UKLR 6.6.6(9)
(a)(i) and (ii).
Since January 2026, the Board is currently led
by the Interim Chair (Charles Cade) and is in the
process of recruiting and appointing a permanent
Chair. In addition, the Board plans to add an
additional Independent Non-Executive Director
in the near term. These steps are intended to
strengthen the Board’s diversity and provide
enhanced oversight of the Company.
Table 4 has been constructed using data provided
by the Directors on a voluntary basis.
Table 4:
Board Diversity Data Collection as
of 31 December 2025
Gender identity or sex:
Number
of board
members
Percentage
of the
board
Number
of senior
positions
on the
board
(CEO,
CFO, SID
and Chair)
Men
3
50%
1 (SID)
Women
3
50%
1 (Chair)
Corporate Governance Statement (continued)
32
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Corporate Governance Statement (continued)
Table 4:
Board Diversity Data Collection as
of 31 December 2025 (Continued)
Ethnic background:
Number
of board
members
Percentage
of the
board
Number
of senior
positions
on the
board
(CEO,
CFO,
SID and
Chair)
White
British
or other
White
(including
minority-
white
groups)
3
50%
2 (Chair/SID)
Asian/
Asian
British
3
50%
-
* There are no executive positions within the
Company.
Directors’ Appointment and Policy on
Payment of Loss of Office
The Board has a 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.
Appointment
All directors are non-executive and have each
been appointed subject to the terms of a Leer of
Appointment. The terms of appointment provide
that each Director will be subject to election
(or re-election) at each annual general meeting
(“AGM”), and will otherwise continue in office
until mutually agreed or determined by the Board.
Directors are requested to provide three months’
notice of resignation from office.
The Board does not have a formal policy requiring
Directors to stand down after a certain period;
however, the Company seeks to comply with the
AIC Code, which takes the view that serving on
a board for more than nine years may impair (or
appear to impair) the independence of a non-
executive director. While this does not preclude
a longer term, the continued appointment of any
such director would need to be considered in
line with the AIC Code’s recommendation that a
majority of the Board should be independent of
the Investment Manager.
New appointments to the Board will be placed on
the fee scale applicable to all Directors at the time
of appointment. No incentive or introductory fees
will be paid to encourage a directorship. Details of
the Directors’ remuneration can be found in the
Directors’ Remuneration Report, and in Note 10 to
the Financial Statements.
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.
Directors’ & Officers’ liability insurance cover is
maintained by the Company on behalf of the
Directors.
Vietnam Enterprise Investments Limited
Annual Report 2025
33
Strategic Report
Financial Statements
Shareholder Information
Governance
Corporate Governance Statement (continued)
Conflict 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 2025, 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 in relation to the
Investment Management Agreement as further
detailed under “Directors’ Interests in Contracts”
in the Report of the Board of Directors. The
Directors’ holdings in the Company can be found
in the Board Composition section of this annual
report.
Performance Evaluation
At least every three 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.
In November 2025, 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
50 investment trusts. Lintstock Limited has no
connection with the Company or any individual
Directors.
In its scope of service, Lintstock has conducted
a 2-Year Board Development Programme
comprising:
Year One: A survey-based Board and
Investment Manager Review
Year Two: An interview-based Board Review
The results of the 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.
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.
2025 Annual General Meeting
The 2025 AGM took place on 18 June 2025.
The notice of the 2025 AGM can be found on
the Company’s website (
hps://www.veil.uk/
)
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/17092964
).
34
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Corporate Governance Statement (continued)
2026 Annual General Meeting
The 2026 AGM of the Company will be held at The
Stationers’ Hall, Ave Maria Lane, London EC4M
7DD, United Kingdom on 25 June 2026 at 12:00 pm
(UK time). The Notice of the 2026 AGM, together
with explanations of the proposed resolutions,
can be found at the end of this Annual Report.
The ordinary business at the 2026 AGM consists
of the adoption of the Annual Report and Audited
Financial Statements of the Company for the year
ended 31 December 2025, the approval of the
re-appointment of KPMG as the auditor, and the
re-election of the Directors of the Company.
The special business at the 2026 AGM consists
of the grant of authority to the Company to
undertake purchases of the Company’s shares
from time to time. In addition, the Board is
proposing an amendment to the Company’s
Articles of Association to permit an increase
in the aggregate Board remuneration for the
reasons set out in the explanatory notes to the
resolutions that accompany the Notice of AGM.
Disclosure pursuant to Provision 4 of
the AIC Code
At the 2025 AGM, the Company’s shareholders
voted against a five-yearly discontinuation
resolution that would have required the
Company to wind up effective 31 December 2027.
However, more than 20% of the total votes cast
were in favour of the resolution, against the
recommendation of the Board.
In accordance with Provision 4 of the AIC Code,
the Board commied to consult with relevant
shareholders to understand the reasons behind
this voting outcome and to provide an update
within six months.
Following the 2025 AGM, the Board consulted with
shareholders representing approximately 60% of
the Company’s issued Ordinary Share capital.
Whilst a significant majority of those shareholders
indicated their continued support for the
Company, certain shareholders indicated a desire
to either (a) exit some or all of their holding in the
Company, (b) exchange part or all of their holding
for shares in an open-ended fund managed by
the Investment Manager, or (c) receive a relevant
proportion of the Company’s portfolio of assets
via an in specie distribution.
In response to this feedback, the Company
published a circular to shareholders on 15
December 2025 (the “Circular”) which contained
details of a tender offer for up to 10% of the
issued share capital of the Company (the “2025
Tender Offer”).
Pursuant to the 2025 Tender Offer, eligible
shareholders were given the opportunity to
elect to receive consideration for their tendered
shareholding in the form of cash and/or, in respect
of certain qualifying shareholders, new shares in
the Vietnam Equity (UCITS) Fund and/or a pro rata
transfer of the Company’s portfolio assets.
The 2025 Tender Offer was oversubscribed. On
21 January 2026, the Company announced the
repurchase of 16,108,143 Ordinary Shares pursuant
to the 2025 Tender Offer. All repurchased Ordinary
Shares were cancelled.
In the Circular, the Board also stated its intention
to conduct two further tender offers within the
following 12 months, each for up to a further 10%
of the Company’s issued Ordinary Share capital,
(the “Subsequent Tender Offers”).
Investors should note that the decision as to
whether any Subsequent Tender Offers will be
implemented, and if so, their timing and terms,
will be entirely at the discretion of the Board. The
terms of any Subsequent Tender Offer will be set
out in a separate circular at the relevant time and
will be subject to a separate shareholder approval.
Vietnam Enterprise Investments Limited
Annual Report 2025
35
Strategic Report
Financial Statements
Shareholder Information
Governance
Notwithstanding the Subsequent Tender Offers,
the Board remains commied to operating
an active buyback programme as a means of
managing the discount to NAV and to considering
future corporate actions, including further returns
of capital by way of tender offer, with the intention
of targeting a discount to NAV of less than 10%
over the medium term.
Investors should note that whether any steps will
be taken to implement future corporate actions
remains entirely at the discretion of the Board,
and no expectation or reliance should be placed
on the Board taking such action.
The Board also remains commied to its proposal,
made on 7 March 2025, regarding the introduction
of a five-year performance-related 100%
conditional tender offer, which will be triggered
if the Company’s NAV total return underperforms
its reference index over the period from 31 March
2025 to 31 March 2030.
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 Advisers
and the Auditor.
Advisers to the Company also prepare reports for
the Board from time to time and at least once per
quarter on relevant topics and issues.
The Company has a clear policy and process
on the nomination, induction and ongoing
professional development of new Directors. In
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 the FRC Standards.
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
2028.
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 2028.
Corporate Governance Statement (continued)
36
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Going Concern
The Directors have reviewed the liquidity of 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.
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 of 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 is the
Investment Manager of 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. The management fee is now
calculated and accrues daily at a flat rate of 1.5%
per annum of the Company’s NAV.
The Investment Manager is not entitled to a
performance fee.
The Investment Manager’s appointment will
continue until terminated in accordance with
the provisions of the Investment Management
Agreement.
The Company has the right to terminate the
Investment Management Agreement giving
12 months’ notice in writing to the Investment
Manager.
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
Managers’ Commentary.
The Board, on the advice of 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 Board
Director Memorandum.
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.
Corporate Governance Statement (continued)
Vietnam Enterprise Investments Limited
Annual Report 2025
37
Strategic Report
Financial Statements
Shareholder Information
Governance
The Audit and Risk Commiee undertakes
an annual review of the effectiveness of the
Company’s systems of internal controls, and the
Directors believe that an appropriate framework is
in place to ensure that sound systems of internal
controls 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.
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.
At each Board meeting, a representative of the
Investment Manager is in aendance to present
verbal and wrien reports covering local and
global macroeconomy, its activity, the portfolio
and investment performance over the preceding
period.
The Investment Manager and Standard Chartered
Bank (the “Administrator”) provide the Board, 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 to all relevant
management, financial and regulatory information
to enable informed decisions to be made. The
Investment Manager contacts the Board as
required for specific guidance on particular
issues.
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.
Corporate Governance Statement (continued)
38
Vietnam Enterprise Investments Limited
Annual Report 2025
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Financial Statements
Shareholder Information
Governance
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 2011.
Company Secretary
The Company appointed Maples Secretaries
(Cayman) Limited as its Company Secretary with
effect from 21 October 2013.
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 required, the Chair of the Board and
other Directors proactively made themselves
available for and engaged in 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 31 December 2025, 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 and consult
shareholders for their views.
Shareholders who wish to raise questions
are encouraged to write to the Company’s
Administrator at the address shown in the
Company Information of this annual report, or
to contact the Investment Manager using the
contact details also provided in the Contact Us at
the end of this Annual Report or on the Company’s
website (
hps://www.veil.uk/
).
The Board believes that the AGM provides
an 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.
Corporate Governance Statement (continued)
Vietnam Enterprise Investments Limited
Annual Report 2025
39
Strategic Report
Financial Statements
Shareholder Information
Governance
The Company also releases information through
the London Stock Exchange
(
hps://www.londonstockexchange.com/stock/
VEIL/vietnamenterprise-investments-limited/
company-page
).
Authority for Share Buyback and
Discount Management
At the Company’s AGM on 18 June 2025, the
shareholders approved 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 will expire on the earlier
of 31 December 2026 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.
Announcements detailing share buybacks
conducted by the Company can be found on the
London Stock Exchange website
(
hps://www.londonstockexchange.com/stock/
VEIL/vietnam-enterprise-investments-limited/
analysis
).
In total, 23,755,993 Ordinary Shares of US$0.01
each (“Shares“) were bought back during the year
ended 31 December 2025, representing 12.9%
of the issued share capital as at 1 January 2025.
The nominal value of the Shares repurchased
was US$237,560. The Shares were acquired for
an aggregate consideration of US$209,565,272.
The Shares bought back are held in treasury. As at
31 December 2025, the Company held 21,105,035
Shares in treasury.
Following the above buybacks, the total number
of Shares in issue was 160,977,760 (excluding
Shares held in treasury) as at 31 December 2025.
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 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.
After the reporting period, on 31 March 2026, the
Company cancelled from treasury 26,000,000
Ordinary Shares. Following the cancellation,
the Company had 139,082,390 Ordinary Shares
in issue (excluding treasury shares) and held
892,262 Ordinary Shares in treasury as at 31
March 2026.
As at 31 March 2026, 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 on any trading day may
represent a 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
).
Corporate Governance Statement (continued)
40
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Annual Report 2025
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Financial Statements
Shareholder Information
Governance
Any buyback of Shares by the Company will
be notified by an announcement through a
Regulatory Information Service.
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.
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.
On 23 April 2026, Dragon Capital Limited
transferred its entire holding of 1,000
management shares in the Company to Dragon
Capital Management (HK) Limited, the Investment
Manager of the Company. This transaction does
not have a financial impact on 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 of 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-slaverystatement/
).
Vietnam Enterprise Investments Limited
Annual Report 2025
41
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Financial Statements
Shareholder Information
Governance
Corporate Governance Statement (continued)
Table 1: 17 Principles of the AIC Code in Practice During the Year Ended 31 December 2025
AIC Code Principle
VEIL’s application
A.
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. The
board should ensure that the necessary resources,
policies and practices are in place for the company
to meet its objectives and measure performance
against them. (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 Board considers that the Company is
adequately resourced with proper policies and
practices in place to meet its objectives.
B.
The board should establish the company’s purpose,
values and strategy, and satisfy itself that these
and its culture are all 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.
In November 2025, 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 50 investment
trusts.
C.
Governance reporting should focus on board
decisions and their outcomes in the context of
the company’s strategy and objectives. Where the
board reports on departures from the AIC Code’s
provisions, it should provide a clear explanation. (UK
Code Principle C)
The Board is commied to transparent and effective
governance reporting. Significant board decisions
are made in the context of the Company’s agreed
strategy and objectives and are communicated to
shareholders through regular updates, including
public announcements and in the Company’s annual
and interim reports.
The Board reports on the Company’s compliance
with the AIC Code in each annual report and
provides explanations for any departures from the
AIC Code’s provisions.
D.
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 D)
The Board makes themselves available for and
engages in direct engagement with shareholders.
In addition, the Board receives regular reports from
the Investment Manager in relation to shareholder
engagement as part of an extensive investor
relations programme.
E.
[Intentionally left blank]
1
1
In accordance with the AIC Code, Principle E from the UK Code is not relevant for externally managed investment
companies.
42
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Annual Report 2025
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Governance
42
Strategic Report
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Governance
Corporate Governance Statement (continued)
F.
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.
G.
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 is comprised entirely of non-executive
directors, the majority of whom are independent.
As at 31 December 2025, the Board consisted
of six directors, five of whom were independent
non-executive directors, including the Chair and
the Senior Independent Director. The sole non-
independent director does not participate in any
Board commiees.
Board composition is regularly reviewed by
the Nomination and Remuneration Commiee
to ensure an appropriate balance of skills,
experience, independence, and diversity. The
Board’s structure ensures that no individual or
small group of individuals can dominate decision
making. All directors are encouraged to contribute
to discussions, and the Chair is responsible for
promoting open debate and ensuring that all views
are considered.
H.
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.
I.
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.
J.
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. They should
promote diversity, inclusion and equal opportunity.
(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 considers promoting diversity, inclusion
and equal opportunity when appointing new
Directors.
AIC Code Principle
VEIL’s application
Vietnam Enterprise Investments Limited
Annual Report 2025
43
Strategic Report
Financial Statements
Shareholder Information
Governance
43
Strategic Report
Financial Statements
Shareholder Information
Governance
K.
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, and
commercial businesses, ensure broad cognitive
diversity, which is viewed as key in assisting
effective challenge and discipline.
L.
Annual evaluation of the board should consider
its performance, 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, composition and diversity, together
with an annual review of the performance of its
individual Directors at its year-end Board meeting.
M.
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 Risk Commiee.
N.
The board should present a fair, balanced and
understandable assessment of the company’s
position and prospects.
(UK Code Principle N)
The Audit and Risk Commiee
reviewed the
financial and narrative statements in the 2025
Annual Report, as well as supporting papers and
evidence from the Investment Manager in relation
to this area.
O.
The board should establish and maintain an
effective risk management and 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)
The Audit and Risk Commiee has established an
effective risk oversight framework which delegates
the day-to-day risk management and the internal
control function to the Investment Manager.
The Audit and Risk Commiee reviews and identifies
principal risks as well as mitigation mechanisms for
the Company in the short and long term.
P.
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.
Q.
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.
R.
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 depends on their roles within the
Board and the Commiees.
Corporate Governance Statement (continued)
AIC Code Principle
VEIL’s application
44
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Annual Report 2025
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Financial Statements
Shareholder Information
Governance
44
Strategic Report
Financial Statements
Shareholder Information
Governance
Directors’ Remuneration Report
Overview
The Nomination and Remuneration Commiee is
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 Directors’ Remuneration 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 is determined by 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 limit of the aggregate fees payable to the
Board of Directors is proposed to increase to
US$500,000 if being approved by the 2026 AGM
under Resolution 8.
The level of this cap may be increased by a
resolution of the shareholders from time to time.
Following a review and benchmarking exercise
undertaken during the year, the Board approved a
revised fee structure effective from 1 July 2025 as
follows:
Directors’ role
Fees per annum
(US$)
Chair of the Board
95,000
Senior Independent Non-
Executive Director
80,000
Audit and Risk Commiee
Chair
80,000
Independent Non-
Executive Director
70,000
Table below describes the Directors’ fee paid to
the Directors of the Company:
Non-Executive
Director
2025
(US$)
2024
(US$)
Sarah Arkle
77,500
56,250
Charles Cade
66,250
51,250
Vi Peterson **
61,250
52,500
Low Suk Ling
66,250
52,500
Edphawin (Eddy)
Jetjirawat*
50,000
-
Gordon Lawson**
-
30,000
Entela
Benz-Saliasi**
-
49,167
Total
321,250
291,667
* Edphawin (Eddy) Jetjirawat was appointed on 1
March 2025.
** Vi Peterson resigned on 31 December 2025. Entela
Benz-Saliasi resigned on 30 November 2024. Gordon
Lawson resigned on 30 June 2024.
Vietnam Enterprise Investments Limited
Annual Report 2025
45
Strategic Report
Financial Statements
Shareholder Information
Governance
Dominic Scriven O.B.E has permanently waived his
rights to receive directors’ fees for his services as
Director of the Company.
The Board will be reviewing Directors’ fees again
at the beginning of 2027, and annually thereafter.
Edphawin (Eddy) Jetjirawat
Chair of the Nomination and Remuneration
Commiee
Vietnam Enterprise Investments Limited
28 April 2026
Directors’ Remuneration Report (continued)
46
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Annual Report 2025
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Governance
Audit and Risk Commiee Report
Overview
The Audit and Risk Commiee 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 meet at least three
times a year, to held coincide with key dates
within the financial reporting and audit cycle of
the Company.
Composition
During the year ended 31 December 2025, the
Audit and Risk Commiee was chaired by Low Suk
Ling and its members included Vi Peterson and
Charles Cade.
On 1 January 2026 Edphawin (Eddy) Jetjirawat
joined as a member of the Audit and Risk
Commiee following the retirement of Vi Petersen
from the Board.
Upon the retirement of the Chair, Charles Cade
has been acting both as Interim Chair and a
member of the Audit and Risk Commiee. This is
a temporary measure while the Board undertakes
the process of appointing a new Chair, followed
by an additional Independent Non-Executive
Director, following which it intends to restructure
the composition of its commiees.
During the year ended 31 December 2025, the
Audit and Risk Commiee met three times. Table
4 in 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 Risk Commiee meetings as
necessary.
In the opinion of the Board, the Audit and Risk
Commiee complied with the recommendations
and requirements of the AIC Code during the year
under review.
Roles and Responsibilities
The Audit and Risk Commiee is responsible for
he following areas.
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 the 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.
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.
Vietnam Enterprise Investments Limited
Annual Report 2025
47
Strategic Report
Financial Statements
Shareholder Information
Governance
Audit and Risk Commiee Report (continued)
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
a robust assessment of 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 an assessment of
strategic, business, financial, operational, IT and
compliance risks.
Details of the principal risks and uncertainties
facing the Company are disclosed in Note 13 to
the Financial Statements. These principal risks
and uncertainties are monitored as part of the
normal oversight process.
During the year, the Board identified the use
of artificial intelligence (“AI”) as a new risk.
As
well as offering investment opportunities, the
development and exploitation of technological
breakthroughs, including AI, may challenge and
damage the addressable market, revenue and
operations of portfolio companies to the extent
that they no longer offer the promise of returns
consistent with the Company’s investment
objective.
The Directors have not identified any other
principal risks or uncertainties during the year
ended 31 December 2025.
External Auditor Appointment and
Tenure
The Audit and Risk Commiee has primary
responsibility for the reappointment or removal
of an external auditor, which includes negotiating
fees and scope of audit, and initiating tender
processes in order to make recommendations
to the Board regarding an appointment of an
external auditor.
48
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Annual Report 2025
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Financial Statements
Shareholder Information
Governance
Audit and Risk Commiee Report (continued)
The Audit and Risk Commiee annually
assesses and reports to the Board on the
qualification, expertise, resources, independence
and objectivity of an external auditor and
effectiveness of audit process, taking into
consideration of 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 an external auditor and the Company
and/or the Investment Manager (other than
in the ordinary course of business) which
could adversely affect an external auditor’s
independence and objectivity.
In
late 2023, the Chair of the Audit and
Compliance Commiee (currently the Audit and
Risk Commiee) requested a periodic review of
the external auditor, KPMG. In 2024, the Audit and
Compliance Commiee conducted the 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 Limited (“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 external auditors in Vietnam with relevant
experience and that KPMG is the only FRC-
qualified auditor in Vietnam.
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.
In September 2025, KPMG and the Audit and Risk
Commiee agreed to rotate an audit partner for
the next financial year, in line with the three-year
rotation policy.
The year ended 31 December 2026 will be the first
financial year for the current partner who has
been newly assigned in January 2026 to audit the
Company’s financial statements and processes.
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
external 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.
Vietnam Enterprise Investments Limited
Annual Report 2025
49
Strategic Report
Financial Statements
Shareholder Information
Governance
Audit and Risk Commiee Report (continued)
Fees paid to KPMG for audit and audit-related
services are summarised below:
2025: US$ 107,524 (audit fees: US$80,000 /
FRC inspection fees: US$27,524)
2024: US$ 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.
Effectiveness of Audit
The Audit and Risk Commiee reviewed the audit
planning and the standing, skills and experience
of KPMG and its 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
its meeting. During the meeting, the Audit and
Risk Commiee 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 in carrying out its responsibilities. After
due consideration, the Audit and Risk Commiee
recommends the reappointment of KPMG and
their re-appointment will be put to the Company’s
shareholders at the 2026 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
2025, 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
28 April 2026
50
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Financial Statements
Shareholder Information
Governance
Composition
During the year ended 31 December 2025, the
Management Engagement Commiee was
chaired by Charles Cade and its members
included Sarah Arkle and Low Suk Ling.
On 1 January 2026 Edphawin (Eddy) Jetjirawat
joined as a member of the Management
Engagement Commiee. On 22 January 2026
Sarah Arkle retired from the Board and then from
the Management Engagement Commiee.
Roles and Responsibilities
The Management Engagement Commiee is
responsible for monitoring and evaluating the
Investment Manager’s investment performance
and compliance with the terms of the Investment
Management Agreement.
The Management Engagement Commiee
shall meet at least once a year, or more often if
required.
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 in the best interests of 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.
Maers Considered During the Year
During the reporting year, the Management
Engagement Commiee has conducted a
thorough review of the performance and services
provided by the Company’s third-party service
providers (including the Brokers, Legal Counsel,
Marketing Agency, and Company Secretary).
The Management Engagement Commiee has
considered whether the continuing appointments
of such service providers under the terms of their
agreements were in the interests of shareholders
as a whole and has made recommendations to
the Board thereon. As a result, beer quality
services and fees have been implemented across
all service providers.
Charles Cade
Chair of the Management Engagement
Commiee
Vietnam Enterprise Investments Limited
28 April 2026
Management Engagement
Commiee Report
Vietnam Enterprise Investments Limited
Annual Report 2025
51
Strategic Report
Financial Statements
Shareholder Information
Governance
Composition
During the year ended 31 December 2025, the
Nomination and Remuneration Commiee was
chaired by Vi Peterson and its members included
Sarah Arkle.
From 1 January 2026, Edphawin (Eddy) Jetjirawat
has taken over as Chair of the Nomination and
Remuneration Commiee. On 22 January 2026
Sarah Arkle retired from the Board and then from
the Nomination and Remuneration Commiee. On
the same day, Low Suk Ling joined as a member of
the Nomination and Remuneration Commiee.
Roles and Responsibilities
The Nomination and Remuneration Commiee
shall 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 identify and nominate candidates to fill
Board vacancies as and when they arise, taking
account of the challenges and opportunities
facing the Company, and the skills and expertise
needed on the Board in the future.
Prior to the appointment of a Director, the
Nomination and Remuneration Commiee shall
obtain details of and reviewing any interests the
candidate has which conflict, or may conflict with
the interests of the Company.
The Nomination
and Remuneration Commiee shall, as part of
any proposal to the Board for appointment of
the relevant candidate, explain these grounds
and make recommendations as to the terms and
conditions on which any authorisation of the
conflict should be given by the Board.
The Nomination and Remuneration Commiee
shall be responsible for periodically reviewing the
level of directors’ fees and time commitments
relative to other comparative investment
companies and in line with directors’ evolving
responsibilities.
Details of the Directors’ remuneration can be
found in 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.
Maers Considered During the Year
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 (Eddy)
Jetjirawat in March 2025.
In October 2025, the Board continued to engage
Spencer Stuart for the recruitment of one new
independent Non-Executive Directors following
the stepping down of Vi Peterson.
In November 2025, the Nomination and
Remuneration Commiee engaged a two-year
Board Development Program comprising a
survey-based Board Review in Year One and an
interview-based Board Review in Year Two. This
aims to harness the breadth of views both around
the boardroom table and within the Investment
Manager – which is manifest in the innovative
thinking being applied from a real diversity of
backgrounds and thinking for the best interest of
shareholders.
Nomination and Remuneration
Commiee Report
52
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Strategic Report
Financial Statements
Shareholder Information
Governance
In early 2026, the Nomination and Remuneration
Commiee engaged with Russell Reynolds for the
recruitment of a new Chair following Sarah Arkle
stepping down.
Linstock, Spencer Stuart, and Russell Reynolds
have no connection with the Company or any
individual Directors.
Edphawin (Eddy)Jetjirawat
Chair of the Nomination and Remuneration
Commiee
Vietnam Enterprise Investments Limited
28 April 2026
Nomination and Remuneration Commiee Report
(continued)
Vietnam Enterprise Investments Limited
Annual Report 2025
53
Strategic Report
Financial Statements
Shareholder Information
Governance
Statement of Directors’ Responsibilities
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 2025 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 have occurred during
the year ended 31 December 2025 are described
in the Chair’s Statement and the Corporate
Governance Statement of the Annual Report.
A
detailed description of the principal risks and
uncertainties faced by the Company are set out
in the Corporate Governance Statement of the
Annual Report.
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 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.
54
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Strategic Report
Financial Statements
Shareholder Information
Governance
Independent Auditors’ Report
Vietnam Enterprise Investments Limited
Annual Report 2025
55
Strategic Report
Financial Statements
Shareholder Information
Governance
Independent Auditors’ Report (continued)
56
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Independent Auditors’ Report (continued)
Vietnam Enterprise Investments Limited
Annual Report 2025
57
Strategic Report
Financial Statements
Shareholder Information
Governance
Independent Auditors’ Report (continued)
58
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Statement of Financial Position
As at 31 December 2025
Note
31 December 2025
31 December 2024
Change
US$
US$
in %
CURRENT ASSETS
Financial assets at fair value through profit
or loss
5(a)
1,903,017,823
1,793,528,114
Other receivables
401,650
43,816
Balances due from brokers
5,522,106
2,208,879
Cash and cash equivalents
6
62,743,787
15,822,323
TOTAL ASSETS
1,971,685,366
1,811,603,132
8.84
CURRENT LIABILITIES
Balances due to brokers
19,561,388
11,867,729
Accounts payable and accruals
7
2,848,985
2,625,702
TOTAL LIABILITIES
22,410,373
14,493,431
54.62
EQUITY
Issued share capital
8
1,609,786
1,847,346
Share premium
8
77,721,440
287,049,152
Retained earnings
1,869,943,767
1,508,213,203
TOTAL EQUITY
1,949,274,993
1,797,109,701
8.47
TOTAL LIABILITIES AND EQUITY
1,971,685,366
1,811,603,132
8.47
NUMBER OF ORDINARY SHARES IN ISSUE
8
160,977,760
184,733,753
NET ASSET VALUE PER ORDINARY SHARE
9
12.11
9.73
24.46
Approved by the Board of Directors on 28 April 2026
Dominic Scriven O.B.E
Director
Vietnam Enterprise Investments Limited
The accompanying notes are an integral part of these financial statements
Vietnam Enterprise Investments Limited
Annual Report 2025
59
Strategic Report
Financial Statements
Shareholder Information
Governance
Statement of Comprehensive Income
For the Year Ended 31 December 2025
The accompanying notes are an integral part of these financial statements
Note
2025
2024
US$
US$
(Reclassified)
INCOME
Interest income
40,529
18,725
Dividend income
12,249,601
14,919,224
Net changes in fair value of financial assets at fair value through
profit or loss
5(b)
241,195,868
177,234,828
Gains on disposals of investments
151,074,209
26,630,123
TOTAL INCOME
404,560,207
218,803,900
EXPENSES
Administration fees
10
(1,325,114)
(1,324,762)
Custody fees
10
(987,958)
(989,041)
Directors’ fees
10
(321,250)
(291,667)
Management fees
10
(27,256,007)
(29,532,718)
Legal and professional service fees
(1,174,035)
(895,675)
Brokerage fees
(2,498,110)
(1,667,980)
Finance costs
(5,963,428)
(5,520,480)
Withholding taxes
(1,026,976)
(504,603)
Other operating expenses
(315,775)
(202,927)
TOTAL EXPENSES
(40,868,653)
(40,929,853)
NET PROFIT BEFORE EXCHANGE LOSSES
363,691,554
177,874,047
EXCHANGE LOSSES
Net foreign exchange losses
(1,960,990)
(2,318,118)
PROFIT BEFORE TAX
361,730,564
175,555,929
Income tax
11
-
-
NET PROFIT AFTER TAX FOR THE YEAR
361,730,564
175,555,929
OTHER COMPREHENSIVE INCOME FOR THE YEAR
-
-
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
361,730,564
175,555,929
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
ATTRIBUTABLE TO ORDINARY SHAREHOLDERS
361,730,564
175,555,929
BASIC EARNINGS PER ORDINARY SHARE
12
2.08
0.90
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Financial Statements
Shareholder Information
Governance
Statement of Changes in Equity
For the Year Ended 31 December 2025
The accompanying notes are an integral part of these financial statements
Issued share
capital
Share
premium
Retained
earnings
Total
US$
US$
US$
US$
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
175,555,929
Transactions with shareholders,
recognised directly in equity:
Repurchase of Ordinary Shares
(162,932)
(121,541,004)
-
(121,703,936)
Balance at 1 January 2025
1,847,346
287,049,152
1,508,213,203
1,797,109,701
Total comprehensive income for the
year:
Net profit for the year
-
-
361,730,564
361,730,564
Transactions with shareholders,
recognised directly in equity:
Repurchase of Ordinary Shares
(237,560)
(209,327,712)
-
(209,565,272)
Balance at 31 December 2025
1,609,786
77,721,440
1,869,943,767
1,949,274,993
Vietnam Enterprise Investments Limited
Annual Report 2025
61
Strategic Report
Financial Statements
Shareholder Information
Governance
For the Year Ended 31 December 2025
The accompanying notes are an integral part of these financial statements
Statement of Cash Flows
Note
2025
2024
US$
US$
(Reclassified)
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the year
361,730,564
175,555,929
Adjustments for:
Interest income
(40,529)
(18,725)
Interest expense
3,804,766
2,270,480
Dividend income
(12,249,601)
(14,919,224)
Net changes in fair value of financial assets at fair value
through profit or loss
(241,195,868)
(177,234,828)
Gains on disposals of investments
(151,074,209)
(26,631,123)
(39,024,877)
(40,977,491)
Net cash flows from subsidiaries carried at fair value
264,577,545
195,116,619
Changes in balances due from brokers and other receivables
(3,313,227)
1,496,867
Changes in balances due to brokers and accounts payable and
accruals
7,916,942
3,030,278
230,156,383
158,666,273
Proceeds from disposals of investments
974,636,751
502,865,849
Purchases of investments
(956,433,928)
(547,637,889)
Interest received
40,529
18,725
Interest paid
(3,804,766)
(2,270,480)
Dividends received
11,891,767
15,691,326
Net cash generated from operating activities
256,486,736
127,333,804
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
370,000,000
230,000,000
Repayments of borrowings
(370,000,000)
(230,000,000)
Repurchase of Ordinary Shares
(209,565,272)
(121,703,936)
Net cash used in financing activities
(209,565,272)
(121,703,936)
NET INCREASE IN CASH AND CASH EQUIVALENTS
46,921,464
5,629,868
Cash and cash equivalents at the beginning of the year
15,822,323
10,192,455
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
6
62,743,787
15,822,323
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Annual Report 2025
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Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements
For the Year Ended 31 December 2025
These notes form an integral part of, and should be read in conjunction with, the accompanying financial
statements.
1.
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 Restated and Amended Memorandum and Articles
of Association (the “Articles”), at the annual general meetings held on 18 June 2020 and 18 June 2025,
special resolutions to wind up the Company on 31 December 2022 and 31 December 2027, respectively,
were put to the meeting but were not passed. In accordance with the Articles, the Company will put
before the annual general meeting in 2030 a special resolution to wind up the Company effective on 31
December 2032.
The Company had the following investments in subsidiaries as at 31 December 2025 and 31 December
2024, for the purpose of investment holding:
Subsidiaries
Country of incorporation
Principal activities
% Ownership
Grinling International Limited
British Virgin Islands
Investment holding
100%
Wareham Group 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%
As at 31 December 2025 and 31 December 2024, the Company had no employees.
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Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
2.
BASIS OF PREPARATION
(a)
Statement of compliance
The Company’s financial statements for the year ended 31 December 2025 have been prepared in
accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board
(“IFRS Accounting Standards”).
(b)
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 3(c)(iii).
(c)
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$. Accordingly, management has determined that the functional currency of
the Company is US$.
(d)
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.
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Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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.
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, informed credit assessment, and including
forward-looking information.
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Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(e)
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.
3.
MATERIAL ACCOUNTING POLICIES
The following material accounting policies have been applied consistently to all periods presented in
these financial statements.
(a)
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.
(b)
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.
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Notes to
the Financial Statements (continued)
For the Year Ended 31 December 2025
(c)
Financial assets and financial liabilities
(i)
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.
(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.
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Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not
considered sales for this purpose, consistent with the Company’s continuing recognition of the assets.
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).
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.
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Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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 has occurred.
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Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(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.
(v)
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
items, 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.
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Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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.
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.
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Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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.
(d)
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.
(e)
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.
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Annual Report 2025
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Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(f)
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.
(g) 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.
(h)
Interest
Interest income and expense presented in the statement of comprehensive income comprise interest on
financial assets and financial liabilities 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 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.
(i)
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.
(j) Net income from financial assets at FVTPL
Net income from financial assets at FVTPL include 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.
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Financial Statements
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Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(k)
Expenses
All expenses, including management fees and incentive fees, are recognised in profit or loss on an
accrual basis.
(l)
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 2025 and 2024.
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.
(m)
Related parties
(a)
A person, or a close member of that person’s family, is related to the Company if that person:
i)
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.
(b)
An entity is related to the Company if any of the following conditions applies:
i)
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;
v)
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.
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Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(n)
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 2025 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.
Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7).
Vietnam Enterprise Investments Limited
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Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
4.
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 2025 (31 December 2024:
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 2025, Dragon Capital
Markets Limited beneficially held 1,685,359 Ordinary Shares (31 December 2024: 1,685,359 Ordinary
Shares) of the Company for investment and proprietary trading purposes.
On 23 April 2026, Dragon Capital Limited transferred its entire holding of 1,000 management shares in the
Company to Dragon Capital Management (HK) Limited, the Investment Manager of the Company. This
transaction does not have a financial impact on the Company.
Sarah Arkle, of the Company until 21 January 2026, is a beneficial shareholder of the Company, holding
20,000 Ordinary Shares of the Company as at 31 December 2025 (31 December 2024: 20,000 Ordinary
Shares).
Charles Cade, Interim Chair of the Company from 22 January 2026, Senior Independent Non-Executive
Director from 21 January 2025, and an Independent Non-Executive Director until 20 January 2025, is
a beneficial shareholder of the Company, holding 25,000 Ordinary Shares of the Company as at 31
December 2025 (31 December 2024: 25,000 Ordinary Shares).
Edphawin
(Eddy) Jetjirawat,an
Independent Non-Executive Director from 1 March 2025, is a beneficial
shareholder of the Company, holding 30,000 Ordinary Shares of the Company as at 31 December 2025 (31
December 2024: Nil)
During the year, the Directors, with exception of Dominic Scriven O.B.E, earned US$321,250 (2024:
US$291,667) for their participation in the Board of Directors of the Company.
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.
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$796,819 (2024: US$628,878). As at 31 December 2025, the broker fee
payable to Ho Chi Minh City Securities Corporation was US$5,174 (31 December 2024: US$5,511).
76
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Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
5.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
(a)
Financial assets at fair value through profit or loss reported in the statement of financial position:
31 December 2025
31 December 2024
US$
US$
Directly held investments (i)
1,083,690,552
895,469,227
Investments in subsidiaries (ii)
819,327,271
898,058,887
1,903,017,823
1,793,528,114
(i)
The cost and carrying value of directly held investments of the Company were as follows:
31 December 2025
31 December 2024
US$
US$
(Reclassified)
Listed equity investments
At cost
862,986,747
729,617,285
Unrealised gains
208,060,149
132,353,021
At carrying value
1,071,046,896
861,970,306
Unlisted equity investments
At cost
48,557,485
48,962,737
Unrealised gains
(35,913,829)
(15,463,816)
At carrying value (*)
12,643,656
33,498,921
1,083,690,552
895,469,227
(*) 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 2025
31 December 2024
US$
US$
(Reclassified)
Opening balance
895,469,227
785,307,882
Purchases
956,433,928
547,637,889
Sales
(823,562,542)
(476,234,726)
Unrealised gains
55,349,939
38,758,182
Closing balance
1,083,690,552
895,469,227
Vietnam Enterprise Investments Limited
Annual Report 2025
77
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Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(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 2025
31 December 2024
US$
US$
Financial assets at fair value through profit or loss (iii)
773,070,897
873,969,056
Other receivables
378,029
166,672
Balances due from brokers
197,221
8,734,279
Cash and cash equivalents
47,643,101
23,122,224
Total assets
821,289,248
905,992,231
Balances due to brokers
1,961,977
7,933,344
Total liabilities
1,961,977
7,933,344
Net assets
819,327,271
898,058,887
Movements in the carrying value of investments in subsidiaries during the year were as follows:
31 December 2025
31 December 2024
US$
US$
Opening balance
898,058,887
954,698,860
Net cash flows from subsidiaries
(264,577,545)
(195,116,619)
Fair value movements in investments in subsidiaries
185,845,929
138,476,646
Closing balance
819,327,271
898,058,887
(iii)
The cost and carrying value of underlying financial assets at FVTPL held by the subsidiaries of the
Company were as follows:
31 December 2025
31 December 2024
US$
US$
Listed equity investments
At cost
578,423,170
671,008,045
Unrealised gains
194,647,727
202,961,011
At carrying value
773,070,897
873,969,056
78
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Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
Movements of investments held by the subsidiaries of the Company during the year were as follows:
31 December 2025
31 December 2024
US$
US$
Opening balance
873,969,056
951,196,512
Purchases
646,757,745
611,229,213
Sales
(739,342,620)
(659,844,686)
Unrealised losses
(8,313,284)
(28,611,983)
Closing balance
773,070,897
873,969,056
Investment portfolio by sector was as follows:
31 December 2025
31 December 2024
US$
%
US$
%
Financials (Banks)
646,451,749
34
651,500,345
36
Real Estate
591,174,891
31
304,939,284
20
Consumer Discretionary
204,538,925
11
238,160,647
7
Financials (Diversified)
167,902,145
9
94,279,515
7
Materials
68,969,370
4
170,365,090
16
Energy
58,149,249
3
54,588,617
4
Information Technology
48,377,255
3
145,229,637
6
Industrials
44,073,741
2
40,136,100
1
Consumer Staples
27, 124,124
1
70,239,048
3
Net monetary assets kept by subsidiaries
46,256,374
2
24,089,831
-
1,903,017,823
100
1,793,528,114
100
(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.
(v)
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.
Vietnam Enterprise Investments Limited
Annual Report 2025
79
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(b)
Net change in fair value of financial assets at fair value through profit or loss reported in the
statement of comprehensive income:
31 December 2025
31 December 2024
US$
US$
(Reclassified)
Unrealised gains of investments directly held by the
Company
55,349,939
38,758,182
Fair value movements in investments in subsidiaries
185,845,929
138,476,646
241,195,868
177,234,828
6.
CASH AND CASH EQUIVALENTS
31 December 2025
31 December 2024
US$
US$
Cash in banks
62,743,787
15,822,323
7.
ACCOUNTS PAYABLE AND ACCRUALS
31 December 2025
31 December 2024
US$
US$
Management fees
2,559,905
2,343,574
Administration fees
229,080
222,128
Other payables
60,000
60,000
2,848,985
2,625,702
80
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
8.
ISSUED SHARE CAPITAL AND SHARE PREMIUM
31 December 2025
31 December 2024
US$
US$
Authorised:
500,000,000 Ordinary Shares at par value of US$0.01 each
5,000,000
5,000,000
300,000,000 Conversion Shares at par value of US$0.01
each
3,000,000
3,000,000
1,000 Management Shares at par value of US$0.01 each
10
10
8,000,010
8,000,010
Issued and fully paid:
182,082,795 Ordinary Shares at par value of US$0.01 each
(31 December 2024: 201,026,986 Ordinary Shares at par
value of US$0.01 each)
1,820,826
2,010,268
1,000 Management Shares at par value of US$0.01 each
10
10
1,820,836
2,010,278
Treasury Shares:
Ordinary Shares
(211,050)
(162,932)
Shares in circulation:
Ordinary Shares
1,609,776
1,847,336
Management Shares
10
10
Outstanding issued share capital in circulation
1,609,786
1,847,346
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.
Vietnam Enterprise Investments Limited
Annual Report 2025
81
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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.
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 2025 and 2024.
According to the Resolution dated 5 March 2025, the Board of Directors resolved to cancel 18,944,191
treasury shares of the Company. The share cancellation was completed on 10 April 2025.
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.
Movements in ordinary share capital during the year were as follows:
Year ended
31 December 2025
Year ended
31 December 2024
Shares
US$
Shares
US$
Balance at the beginning of the year
184,733,753
1,847,336
201,026,986
2,010,268
Repurchase of Ordinary Shares during the year
(23,755,993)
(237,560)
(16,293,233)
(162,932)
Balance at the end of the year
160,977,760
1,609,776
184,733,753
1,847,336
Movements in share premium during the year were as follows:
31 December 2025
31 December 2024
US$
US$
Balance at the beginning of the year
287,049,152
408,590,156
Repurchase of Ordinary Shares during the year
(209,327,712)
(121,541,004)
Balance at the end of the year
77,721,440
287,049,152
82
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
9.
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
2025 of US$1,949,274,993 (31 December 2024: US$1,797,109,701) and the number of outstanding Ordinary
Shares in issue as at that date of 160,977,760 shares (31 December 2024: 184,733,753 shares).
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%
(2024: 0.048%)
of the gross assets per annum, payable monthly in arrears and subject to a minimum monthly fee
of US$4,000 per fund.
During the year, total administration fees amounted to US$ 1,325,114
(2024:
US$1,324,762).
As at 31 December 2025, an administration fee of US$ 229,080 (31 December 2024:
US$222,128) was payable to the Administrator.
Custody fees
Standard Chartered Bank (the “Custodian”) is entitled to receive a fee of 0.04%
(2024: 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$987,958 (2024: US$989,041).
There were no
custody fees payable as at 31 December 2025 and 2024.
Directors’ fees
During the year, total directors’ fees amounted to US$321,250 (2024: US$291,667).
There were no
directors’ fees payable as at 31 December 2025 and 2024.
Dominic Scriven O.B.E has permanently waived
his rights to receive directors’ fees for his services as Director of the Company.
Management fees
During the year, total management fees amounted to US$27,256,007 (2024: US$29,532,718).
As at 31
December 2025, a management fee of US$2,559,905 (31 December 2024: US$2,343,574) remained
payable to the Investment Manager.
From 1 July 2024, the management fee is calculated and accrues daily at a flat rate of 1.5% per annum of
the Company’s NAV.
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.
Vietnam Enterprise Investments Limited
Annual Report 2025
83
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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$107,524 (2024: 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$43,064 in 2025 (2024:
US$31,103).
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 Vietnamese tax regulations, the Company is subject to withholding tax at 0.1% on
proceeds from transfer of securities, certificates of deposits and withholding tax at 5% on interest
received from 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:
a)
it carries on trade or business in Hong Kong;
b)
profits from that trade or business have a Hong Kong source;
c)
those profits are not capital profits; and
d)
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% (2024: 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.
84
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Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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$361,730,564 (2024: US$175,555,929) and the weighted
average number of Ordinary Shares outstanding of 173,493,062 shares (2024: 194,384,571 shares) in
issue during the year.
(a)
Net profit aributable to the Ordinary Shareholders
Year ended
31 December 2025
Year ended
31 December 2024
US$
US$
Net profit aributable to the Ordinary Shareholders
361,730,564
175,555,929
(b)
Weighted average number of Ordinary Shares
Year ended
31 December 2025
Year ended
31 December 2024
US$
US$
Issued Ordinary Shares at the beginning of the year
184,733,753
201,026,986
Effect of Ordinary Shares repurchased during the year
(11,240,691)
(6,642,415)
Weighted average number of Ordinary Shares
173,493,062
194,384,571
(c)
Basic earnings per Ordinary Share
Year ended
31 December 2025
Year ended
31 December 2024
US$
US$
Basic earnings per Ordinary Share
2.08
0.90
Vietnam Enterprise Investments Limited
Annual Report 2025
85
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
13.
FINANCIAL RISK MANAGEMENT AND UNCERTAINTY
A.
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.
(a)
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 2025 and 2024, 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 2025
31 December 2024
US$
US$
Other receivables (i)
401,650
43,816
Balances due from brokers (i)
5,522,106
2,208,879
Cash and cash equivalents (ii)
62,743,787
15,822,323
68,667,543
18,075,018
86
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Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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 2025 and 2024, 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:
31 December 2025
31 December 2024
US$
US$
Other receivables (i)
378,029
166,672
Balances due from brokers (i)
197,221
8,734,279
Cash and cash equivalents (ii)
47,643,101
23,122,224
48,218,351
32,023,175
(i)
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 2025 and 2024 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.
(b)
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 2025 and 2024, all the contractual maturities of non-derivative financial liabilities of
the Company and its subsidiaries were payable within a year.
Vietnam Enterprise Investments Limited
Annual Report 2025
87
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(c)
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 objective of market risk management is 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:
Change in
index level
Effects on
net assets
Change in
index level
Effects on
net assets
2025
2025
2024
2024
%
US$m
%
US$m
Market Indices
VN Index
39
828
15
276
VN Index
(39)
(828)
(15)
(276)
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.
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Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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.
31 December 2025
Up to 1 year
1 – 5 years
Non-interest
bearing
Total
US$
US$
US$
US$
ASSETS
Other receivables
-
-
401,650
401,650
Balances due from brokers
-
-
5,522,106
5,522,106
Cash and cash equivalents
62,743,787
-
-
62,743,787
TOTAL ASSETS
62,743,787
-
5,923,756
68,667,543
LIABILITIES
Balances due to brokers
-
-
(19,561,388)
(19,561,388)
Accounts payable and accruals
-
-
(2,848,985)
(2,848,985)
TOTAL LIABILITIES
-
-
(22,410,373)
(22,410,373)
NET INTEREST SENSITIVITY GAP
62,743,787
-
N/A
62,743,787
31 December 2024
Up to 1 year
1 – 5 years
Non-interest
bearing
Total
US$
US$
US$
US$
ASSETS
Other receivables
-
-
43,816
43,816
Balances due from brokers
-
-
2,208,879
2,208,879
Cash and cash equivalents
15,822,323
-
-
15,822,323
TOTAL ASSETS
15,822,323
-
2,252,695
18,075,018
LIABILITIES
Balances due to brokers
-
-
(11,867,729)
(11,867,729)
Accounts payable and accruals
-
-
(2,625,702)
(2,625,702)
TOTAL LIABILITIES
-
-
(14,493,431)
(14,493,431)
NET INTEREST SENSITIVITY GAP
15,822,323
-
N/A
15,822,323
A change of 100 basis points in interest rates would have increased or decreased the net assets
aributable to the Company by US$627,438 (31 December 2024: US$158,223).
This analysis assumes
that all other variables, in particular foreign currency rates, remain constant.
The Company invests substantially all of its assets in its subsidiaries together with which it is managed
as an integrated structure.
The Directors decided that the objectives of IFRS 7 Financial Instruments:
Disclosures are met by providing disclosures on the interest risk of the underlying investments held by
the subsidiaries.
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Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
The table below summarises the subsidiaries’ exposure to interest rate risk.
Included in the table are
the subsidiaries’ assets and liabilities categorised by maturity date. The net interest sensitivity gap
represents the net carrying amounts of all interest sensitive financial instruments.
31 December 2025
Up to 1 year
1 – 5 years
Non-interest
bearing
Total
US$
US$
US$
US$
ASSETS
Other receivables
-
-
378,029
378,029
Balances due from brokers
-
-
197,221
197,221
Cash and cash equivalents
47,643,101
-
47,643,101
TOTAL ASSETS
47,643,101
-
575,250
48,218,351
LIABILITIES
Balances due to brokers
-
-
(1,961,977)
(1,961,977)
TOTAL LIABILITIES
-
-
(1,961,977)
(1,961,977)
NET INTEREST SENSITIVITY GAP
-
-
N/A
47,643,101
31 December 2024
Up to 1 year
1 – 5 years
Non-interest
bearing
Total
US$
US$
US$
US$
ASSETS
Other receivables
-
-
166,672
166,672
Balances due from brokers
-
-
8,734,279
8,734,279
Cash and cash equivalents
23,122,224
-
23,122,224
TOTAL ASSETS
23,122,224
-
8,900,951
32,023,175
LIABILITIES
Balances due to brokers
-
-
(7,933,344)
(7,933,344)
TOTAL LIABILITIES
-
-
(7,933,344)
(7,933,344)
NET INTEREST SENSITIVITY GAP
23,122,224
-
N/A
23,122,224
A change of 100 basis points in interest rates would have increased or decreased the net assets
aributable to the Company by US$476,431 (31 December 2024: US$231,222).
This analysis assumes
that all other variables, in particular foreign currency rates, remain constant.
90
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Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
Foreign currency risk
Foreign currency risk is the risk that changes in foreign exchange rates will affect the Company and its
subsidiaries’ income or the value of its holding of financial instruments. The Company and its subsidiaries
ensure that the net exposure to this risk is kept to an acceptable level by buying or selling foreign
currencies at spot rates where necessary to address short-term imbalances.
The table below summarises the exposure of the Company to currency risks as at 31 December 2025 and
2024.
Included in the table are the assets and liabilities categorised by their base currency.
31 December 2025 (Denominated in VND)
US$
ASSETS
Financial assets at fair value through profit or loss
1,083,690,552
Other receivables
401,650
Balances due from brokers
5,522,106
Cash and cash equivalents
51,815,538
TOTAL ASSETS
1,141,429,846
LIABILITIES
Balances due to brokers
19,561,388
NET CURRENCY POSITION
1,121,868,458
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
12,308,150
TOTAL ASSETS
910,030,072
LIABILITIES
Balances due to brokers
11,867,729
NET CURRENCY POSITION
898,162,343
As at 31 December 2025, had the US$ strengthened or weakened by 3% (31 December 2024: 5%) against
the 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 2024.
Denominated in VND
US$
2025
32,675,780
2024
42,769,635
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Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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 2025
and 2024.
Included in the table are the assets and liabilities categorised by their base currency.
31 December 2025 (Denominated in VND)
US$
ASSETS
Financial assets at fair value through profit or loss
773,070,897
Other receivables
378,029
Balances due from brokers
197,221
Cash and cash equivalents
47,642,917
TOTAL ASSETS
821,289,064
LIABILITIES
Balances due to brokers
1,961,977
NET CURRENCY POSITION
819,327,087
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 2025, had the US$ strengthened or weakened by 3% (31 December 2024: 5%) 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 2024.
Denominated in VND
US$
2025
23,863,896
2024
42,718,318
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Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(d)
Fair values of financial assets and liabilities
(i)
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 in consistent with that for directly held
investments.
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Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(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.
31 December 2025
Level 1
Level 2
Level 3
Total
US$
US$
US$
US$
Financial assets at fair value
through profit or loss
Listed equity investments
1,071,046,896
-
-
1,071,046,896
Unlisted investments
-
-
12,643,656
12,643,656
Investments in subsidiaries
-
819,327,271
-
819,327,271
1,071,046,896
819,327,271
12,643,656
1,903,017,823
31 December 2024
Level 1
Level 2
Level 3
Total
US$
US$
US$
US$
Financial assets at fair value
through profit or loss
Listed equity investments
861,970,306
-
-
861,970,306
Unlisted investments
-
-
33,498,921
33,498,921
Investments in subsidiaries
-
898,058,887
-
898,058,887
861,970,306
898,058,887
33,498,921
1,793,528,114
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Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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
2025
2024
2025
2024
2025
2024
US$
US$
US$
US$
US$
US$
Opening balance
861,970,306
744,862,266
898,058,887
954,698,860
33,498,921
40,445,616
Purchases
956,607,188
547,730,713
-
-
-
-
Sales
(823,157,290)
(476,234,726)
-
-
(405,252)
-
Net cash flows from
subsidiaries
-
-
(264,577,545)
(195,116,619)
-
-
Unrealised gains/(losses)
recognised in profit or loss
75,626,692
45,612,053
185,845,929
138,476,646
(20,450,013)
(6,946,695)
Closing balance
1,071,046,896
861,970,306
819,327,271
898,058,887
12,643,656
33,498,921
Total unrealised gains/
(losses) for the year
included in net changes
in fair value of financial
assets at fair value
through profit or loss
75,626,692
45,612,053
185,845,929
138,476,646
(20,450,013)
(6,946,695)
The Company invests substantially all of its assets in its subsidiaries together with which it is managed
as an integrated structure.
The Directors believe 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.
The table below analyses the subsidiaries’ 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 at31 December 2025
Level 1
Level 2
Level 3
Total
US$
US$
US$
US$
Financial assets at fair value
through profit or loss
Listed equity investments
773,070,897
-
-
773,070,897
As at31 December 2024
Level 1
Level 2
Level 3
Total
US$
US$
US$
US$
Financial assets at fair value
through profit or loss
Listed equity investments
873,969,056
-
-
873,969,056
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Annual Report 2025
95
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Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
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
2025
2024
2025
2024
2025
2024
US$
US$
US$
US$
US$
US$
Opening balance
873,969,056
951,196,512
-
-
-
-
Purchases
646,757,745
611,229,213
-
-
-
-
Sales
(739,342,620)
(659,844,686)
-
-
-
-
Unrealised losses
(8,313,284)
(28,611,983)
-
-
-
-
Closing balance
773,070,897
873,969,056
-
-
-
-
Total unrealised losses
included in net changes
in fair value of financial
assets at fair value
through profit or loss
(8,313,284)
(28,611,983)
-
-
-
-
(iii)
Significant unobservable inputs used in measuring fair value
The table below sets out information about significant unobservable inputs used at 31 December
2025 and 31 December 2024 in measuring financial instruments categorised as Level 3 in the fair value
hierarchy.
Description
Fair value
31 December
2025
Fair value
31 December
2024
Valuation
technique
Significant
unobservable
inputs
Sensitivity
to changes
in significant
unobservable
inputs
US$
US$
Investment
in a property
developer
12,643,656
33,498,921
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”).
Haircut applied
to expected cash
flows to reflect
uncertainty and
negotiation risk.
The estimated
fair value
would increase
(decrease) if:
the expected
cash flows
were higher
(lower);
the cost
of debt
was lower
(higher);
the haircut
applied
was lower
(higher).
96
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Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(e)
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 2025
Designated at
fair value
Amortised
cost
Total carrying
amount
US$
US$
US$
Assets
Financial assets at fair value
through profit or loss
1,903,017,823
-
1,903,017,823
Other receivables
-
401,650
401,650
Balances due from brokers
-
5,522,106
5,522,106
Cash and cash equivalents
-
62,743,787
62,743,787
1,903,017,823
68,667,543
1,971,685,366
Liabilities
Balances due to brokers
-
19,561,388
19,561,388
Accounts payable and accruals
-
2,848,985
2,848,985
22,410,373
22,410,373
As at 31 December 2024
Designated at
fair value
Amortised
cost
Total carrying
amount
US$
US$
US$
Assets
Financial assets at fair value
through profit or loss
1,793,528,114
-
1,793,528,114
Other receivables
-
43,816
43,816
Balances due from brokers
-
2,208,879
2,208,879
Cash and cash equivalents
-
15,822,323
15,822,323
1,793,528,114
18,075,018
1,811,603,132
Liabilities
Balances due to brokers
-
11,867,729
11,867,729
Accounts payable and accruals
-
2,625,702
2,625,702
14,493,431
14,493,431
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97
Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
(f)
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.
B.
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 2025.
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.
98
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Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
14.
SUBSEQUENT EVENTS
Tender offer
On 8 January 2026, the shareholders of the Company approved a tender offer to repurchase up to 10% of
the Company’s issued ordinary share capital as at 15 December 2025 (the “Tender Offer”), the details of
which had been set out in a circular to shareholders published on 15 December 2025.
The Tender Offer closed on 15 January 2026. The tender price was set at a 3% discount to the Company’s
adjusted net asset value per share as at the calculation date of 16 January 2026 and was announced on
19 January 2026.
A total of 16,108,143 Ordinary Shares were validly tendered and accepted under the Tender Offer for an
aggregate consideration of approximately £147.4 million (equivalent to approximately US$197.8 million).
Selement of the Tender Offer, including cash payments to tendering shareholders and the transfer
of portfolio assets of the Company to shareholders electing for the In Specie Option, was completed
on 22 January 2026. All Ordinary Shares purchased by the Company pursuant to the Tender Offer were
cancelled on 21 January 2026.
The Tender Offer resulted in a reduction of the Company’s issued share capital and net assets on
19 January 2026 by US$161,081 and US$179,567,142, respectively. As the Tender Offer was subject to
shareholder approval and the amounts involved were not present obligations nor reliably measurable
as at 31 December 2025, no adjustment has been made to these financial statements in respect of the
Tender Offer.
Directorate change
On 21 January 2026, the Company announced that Sarah Arkle had stepped down as a Director and Chair
of the Company with immediate effect, following the successful completion of the Company’s tender
offer announced on 15 December 2025.
Following the recommendation of the Nomination and Remuneration Commiee, Charles Cade, the
Senior Independent Director, was appointed as an Interim Chair with effect from the same date, pending
the appointment of a new Chair.
Cancellation of treasury shares
According to the Resolution dated 25 March 2026, the Board of Directors resolved to cancel 26,000,000
treasury shares of the Company. The share cancellation was completed on 31 March 2026.
Transfer of management shares
On 23 April 2026, Dragon Capital Limited transferred its entire holding of 1,000 management shares in the
Company to Dragon Capital Management (HK) Limited, the Investment Manager of the Company. This
transaction does not have a financial impact on the Company.
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Strategic Report
Financial Statements
Shareholder Information
Governance
Notes to the Financial Statements (continued)
For the Year Ended 31 December 2025
Shares repurchase
From 1 January to 28 April 2026, the Company repurchased 6,728,526 Ordinary Shares for a total
consideration of US$70,425,160.
15.
COMPARATIVE INFORMATION
As part of the preparation of the Company’s financial statements for the year ended 31 December
2025, the Board of Directors has identified errors in the presentation of certain profit or loss items in
the financial statements for the year ended 31 December 2024. To correct these errors, comparative
information in the statements of comprehensive income and cash flows of the current year’s financial
statements have been reclassified. This correction did not affect the current year’s information in these
financial statements.
A comparison of the comparative figures presented in the Company’s financial statements for the year
ended 31 December 2025, before and after reclassification is as follows:
(a)
Statement of comprehensive income
2024
Reclassifications
2024
US$
US$
US$
(As previously
reported)
(As reclassified)
Net changes in fair value of financial
assets at fair value through profit or loss
177,142,004
92,824
177,234,828
Gains on disposals of investments
24,822,716
1,808,407
26,631,123
Brokerage fees
(268,999)
(1,398,981)
(1,667,980)
Withholding taxes
(2,353)
(502,250)
(504,603)
(b)
Statement of cash flows
2024
Reclassifications
2024
US$
US$
US$
(As previously
reported)
(As reclassified)
Net changes in fair value of financial
assets at fair value through profit or loss
(177,142,004)
(92,824)
(177,234,828)
Gains on disposals of investments
(24,822,716)
(1,808,407)
(26,631,123)
Proceeds from disposals of investments
501,057,442
1,808,407
502,865,849
Purchases of investments
(547,730,713)
92,824
(547,637,889)
16.
APPROVAL OF THE FINANCIAL STATEMENTS
The financial statements were approved and authorised for issue by the Board of Directors on 28 April
2026.
100
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Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Company Information
Registered Office
Vietnam Enterprise
Investments Limited
c/o Maples Corporate Services
Limited
PO Box 309
Ugland House
Grand Cayman KY1-1104
Cayman Islands
Legal Adviser to the Company
Stephenson Harwood
LLP
1 Finsbury Circus
London EC2M 7SH
United Kingdom
Registrar
Computershare Investor
Services (Cayman)
Limited
Windward 1
Regaa Office Park
West Bay Road
Grand Cayman KY1-1103
Cayman Islands
Auditors
KPMG Limited
10th Floor
Sun Wah Tower
115 Nguyen Hue
Sai Gon Ward
Ho Chi Minh City
Vietnam
Administrator and Offshore
Custodian
Standard Chartered
Bank
Standard Chartered @ Changi
No 7, Changi Business Park
Crescent
Level 03
Singapore 486028
Investment Manager
Dragon Capital
Management (HK)
Limited
Unit 2406
24/F
9 Queen’s Road
Central
Hong Kong
Depositary
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol BS13 8AE
United Kingdom
Corporate Broker
Jefferies International
Limited
100 Bishopsgate
London EC2N 4JL
United Kingdom
Company Secretary
Maples Secretaries
(Cayman) Limited
PO Box 309
Ugland House
Grand Cayman KY1-1102
Cayman Islands
Vietnam Custodian
Standard Chartered
Bank (Vietnam) Ltd.
3rd Floor, Tower 1 and Tower 2
Unit no. CP1.L01 and CP2.L01
Capital Place Building
No.29 Lieu Giai Street
Ngoc Ha Ward
Hanoi
Vietnam Enterprise Investments Limited
Annual Report 2025
101
Strategic Report
Financial Statements
Shareholder Information
Governance
Contact Us
Dragon Capital Management
(HK) Limited
Unit 2406
24/F
9 Queen’s Road
Central
Hong Kong
+852 3979 8100
Dragon Capital Vietfund
Management Joint Stock Company
15th Floor, Me Linh Point Tower
2 Ngo Duc Ke
Sai Gon Ward
Ho Chi Minh City
Vietnam
+84 28 3823 9355
Dragon Capital Markets (Europe) Limited
14 Hanover Square
London
W1S 1HN
United Kingdom
Steve Mantle
+44 (0) 755 370 1237
stevenmantle@dragoncapital.com
Institutional investors based in Europe:
dcme@dragoncapital.com
Media & press inquiries:
ir@dragoncapital.com
Other inquiries globally:
veil@dragoncapital.com
VEIL at The Investment Company Showcase, London, 10 October 2025
hosted and delivered by the AIC
102
Vietnam Enterprise Investments Limited
Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
Notice of Annual General Meeting
If you are in any doubt about the action
you should take, you should consult your
stockbroker or other registered dealer
in securities, bank manager, solicitor,
professional accountant or other professional
advisor. If you have sold or transferred all your
shares in Vietnam Enterprise Investments
Limited (the “Company” or “VEIL”), you should
at once hand this document together with any
accompanying documents to the purchaser
or to the bank, stockbroker or other agent
through which the sale was effected for
transmission to the purchaser.
NOTICE IS HEREBY GIVEN
that the Annual General
Meeting of Vietnam Enterprise Investments
Limited (the “2026 AGM”) will be held at The
Stationers’ Hall, Ave Maria Lane, London EC4M
7DD, United Kingdom on 25 June 2026 at 12:00 pm
(UK time) to consider and vote on the resolutions
set out below.
Agenda
Ordinary Resolutions
Ordinary Business:
(1)
To receive and adopt the audited financial
statements for the year ended 31 December
2025 together with the auditor’s and
Directors’ reports thereon.
(2)
To re-appoint KPMG Limited of Vietnam
as the auditor of the Company and
to authorise the Board to fix their
remuneration.
(3)
To re-elect Charles Cade as a Director of
the Company.
(4)
To re-elect Low Suk Ling as a Director of the
Company.
(5)
To re-elect Edphawin Jetjirawat as a
Director of the Company.
(6)
To re-elect Dominic Scriven as a Director of
the Company.
Special Resolutions
Special Business:
(7)
To authorise the Company generally and
unconditionally to make market purchases
of its Ordinary Shares of US$0.01 par value
each (“Ordinary Shares”) provided that:
(i)
the maximum aggregate number
of Ordinary Shares that may be
purchased is 14.99 per cent. of issued
share capital (excluding shares held
in treasury) as at 28 April 2026 (i.e.
20,707,350 shares);
(ii)
the maximum price (excluding
expenses) which may be paid for each
Ordinary Share is the higher of:
(a)
105 per cent. of the average market
value of an Ordinary Share in the
Company for the five business days
prior to the day the purchase is
made; and
(b)
the higher of the price of the
last independent trade and the
highest current independent bid as
stipulated by Technical Standards
referred to in Article 5 (6) of the UK
Market Abuse Regulation; and
(iii)
the authority conferred by this
resolution shall expire on 31 December
2027 or, if earlier, at the conclusion of
the Company’s next annual general
meeting save that the Company may,
before the expiry of the authority
granted by this resolution, enter into a
contract to purchase Ordinary Shares
which will or may be executed wholly or
partly after the expiry of such authority.
(8)
To amend article 95 of the Articles of
Association of the Company by deleting the
figure “US$400,000” and replacing it with
the figure “US$500,000”.
By Order of the Board
28 April 2026
Registered Office:
PO Box 309, Ugland House,
Grand Cayman, KY1-1104
Cayman Islands
THE FOLLOWING INFORMATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
Vietnam Enterprise Investments Limited
Annual Report 2025
103
Strategic Report
Financial Statements
Shareholder Information
Governance
Notice of Annual General Meeting (continued)
Notes:
1
A member entitled to aend and vote at
the above 2026 AGM is entitled to appoint
one or more proxies to aend and, on a
poll, vote on his behalf. A proxy need not
be a member of the Company. A form of
proxy in respect of the above 2026 AGM is
enclosed with this notice of the 2026 AGM
(the “Notice”) as a separate document for
despatch to Shareholders of the Company.
2
Persons who hold shares through
Computershare Company Nominees Ltd
(“Computershare”) should not complete
the Form of Proxy but instead complete the
Form of Instruction that will be sent to you
by Computershare.
3
Shareholders may also wish to register to
watch the proceeding of the 2026 AGM
and subsequent presentations online via
the Investor Meet Company platform at:
www.investormeetcompany.com/vietnam-
enterprise-investments-limited/register-
investor
4
Please note that shareholders will not be
able to vote at the 2026 AGM via the online
platform and are therefore requested to
submit their votes via proxy or Form of
Instruction by the relevant deadline.
Explanatory Notes to The Resolutions
Ordinary Business
The ordinary business to be conducted at the
2026 AGM consists of the following:
A.
Resolutions 1 and 2: Accounts and
auditors
The adoption of the Annual Report and Audited
Financial Statements of the Company for the
year ended 31 December 2025 (the “2025 Annual
Report”), the approval of the re-appointment
of KPMG as the auditor of the Company and
the grant of authority to the Board to fix the
remuneration of the auditor.
Resolutions 1 and 2 will each be proposed as
ordinary resolutions, which require a majority of
Shareholders present, in person or by proxy, to
vote in
FAVOUR
in order to be passed.
B.
Resolutions 3 to 6: Re-election of
Directors
In accordance with the Articles, each of the
following directors offers to stand for re-election
as a Director at the 2026 AGM:
(i)
Charles Cade
(ii)
Low Suk Ling
(iii)
Edphawin Jetjirawat; and
(iv)
Dominic Scriven OBE.
The Board is currently led by an interim Chair
(Charles Cade) and is in the process of recruiting
and appointing a permanent Chair. In addition,
the Board plans to add an additional Independent
Non-Executive Director in the near term. The
appointment of an additional Independent Non-
Executive Director will further strengthen the
Board’s experience, expertise, diversity and
enhance oversight of the Company.
104
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Shareholder Information
Governance
Notice of Annual General Meeting (continued)
In accordance with the Association of Investment
Companies’ Code of Corporate Governance, the
majority of Directors (including the Chair) are
independent of the Investment Manager. Each
Director stands for re-election annually, and each
Director’s details are set out in the 2025 Annual
Report. The Directors’ details are also set out on
the Company’s website (
hps://www.veil.uk/our-
story/
).
Resolutions 3 to 6 will be proposed as ordinary
resolutions, which require a majority of
Shareholders present, in person or by proxy, to
vote in
FAVOUR
in order to be passed.
Special Business
There are two items of special business to be
considered at the 2026 AGM:
C.
Resolution 7: Purchase of own shares
As a Cayman Islands exempted company,
the Company has the authority to undertake
purchase of its shares without the need for
further Shareholder approval. However, the
Company nonetheless seeks this approval at
each AGM so that Shareholders can consider
the Company’s share buyback policy. A similar
resolution was passed at the AGM held last year.
Accordingly, the Board once again seeks
Shareholder approval to continue its policy of
being able to undertake share purchases up
to a maximum amount equal to 14.99% of the
issued share capital of the Company (excluding
shares held in treasury) as at 28 April 2026 (being
20,707,350 Ordinary Shares). Shares repurchased
by the Company may be cancelled or held in
treasury.
The Company will only make such repurchases
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. Purchases of shares may be
made only in accordance with Cayman Islands law,
the UK version of the Market Abuse Regulation
(EU) No. 596/2014
(the “UK Market Abuse
Regulation”) (which forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018
),
the UK Listing Rules and the Disclosure Guidance
& Transparency Rules of the UK Financial Conduct
Authority.
Under the UK Listing Rules of the UK Financial
Conduct Authority, the maximum price that may
be paid by the Company on the repurchase of any
shares pursuant to a general authority is 105% of
the average of the middle-market quotations for
the shares for the five business days immediately
preceding the date of purchase or, if higher, that
stipulated by regulatory technical standards
referred to in Article 5(6) of the UK Market Abuse
Regulation. The minimum price which may be paid
for each Ordinary Share is US$0.01.
Shareholders should note that any purchase
of shares by the Company is at the absolute
discretion of the Board and is subject, amongst
other things, to the amount of cash available
to the Company to fund such purchases. No
expectation or reliance should be placed on the
Directors exercising such discretion on any one
or more occasions. Nonetheless, the Board is
commied to continuing the Company’s active
discount management policy and to effect
buybacks from time to time, if the Board believes
it to be in Shareholders’ best interests, as a
means of correcting any imbalance between the
supply of and demand for the Company’s shares.
Resolution 7 will be proposed as a special
resolution which requires not less than three-
quarters of Shareholders present, in person
or by proxy, to vote in
FAVOUR
in order to be
passed. For the reasons set out above, the Board
believes that renewing the buyback authority,
for continued management of the discount,
will be positive for the Company, and therefore
recommends voting in
FAVOUR
of this resolution.
Vietnam Enterprise Investments Limited
Annual Report 2025
105
Strategic Report
Financial Statements
Shareholder Information
Governance
Notice of Annual General Meeting (continued)
D.
Resolution 8: Increase of aggregate funds
available for Directors’ remuneration
Regulation 95 of the Company’s Articles provides
that the Board may set the remuneration of
Directors, subject to a maximum aggregate
amount of US$400,000. Resolution 8 is a
proposal to amend the Articles by increasing this
aggregate amount to US$500,000.
The current aggregate amount of US$400,000
was put in place by an amendment to the Articles
passed by Shareholders on 27 August 2021. The
purpose of this proposed resolution is to provide
the Board with flexibility to bring directors’
remuneration into line with market benchmarks,
whilst also providing the Board with the ability
to recruit additional non-executive directors
if considered necessary or appropriate at any
stage.
All Directors are non-executive and all are
independent with the exception of Mr Scriven
who is an executive of the Investment Manager.
Currently each independent Director receives
a base amount of US$70,000. The Chair of the
Board receives an amount of US$95,000, while
the Chair of the Audit and Risk Commiee and
the Senior Independent Non-Executive Director
each receive fees of US$80,000. Mr Scriven
receives no remuneration for his role as a director
of the Company. Details are further set out in the
Directors’ Remuneration Report on page 45 of the
2025 Annual Report. In 2025, the overall amount
spent on Board Remuneration was US$321,250.
None of the Directors receive any additional
benefits in the nature of bonus, pension, shares,
share options or equivalent.
The Board meets regularly at least four times
a year, with at least two meetings expected
to be held in person in normal circumstances.
In addition to these scheduled meetings, the
Board also convenes as required to consider
significant corporate actions (such as the
recent tender offer) and other maers requiring
their aention. In addition to aending Board
meetings, Board members review Board papers
and proposed resolutions prior to each meeting.
Board members are also required to dedicate time
to other maers, including chairing and aending
meetings of Board Commiees (as required) and
maintaining regular communication with each of
their fellow Directors, the Investment Manager
and the Company’s other service providers.
The Directors consider that it is imperative that
the Company maintains the ability to aract
independent directors of a high calibre.
As a publicly traded closed-end investment fund,
which had net assets approximately US$1.9 billion
(as at 31 December 2025, source: 2025 Annual
Report), the Company faces an increasingly
complex regulatory environment including but
not limited to the growth of environmental,
social and governance maers, which are
particularly important in a frontier market such
as Vietnam. The Board are focused on ensuring
that the Company remains an optimum vehicle
for international investors to access the full
spectrum of the local market and take advantage
of Vietnam’s prospects.
Shareholders are therefore urged to vote in
FAVOUR
of the resolution.
Resolution 8 will be proposed as a special
resolution which requires not less than three-
quarters of Shareholders present, in person or by
proxy, to vote in
FAVOUR
in order to be passed.
106
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Shareholder Information
Governance
Notice of Annual General Meeting (continued)
Recommendations
In summary:
The Board considers that resolutions 1 to 8 are
in the best interests of the Company and the
Shareholders and therefore recommends that you
vote
IN FAVOUR OF RESOLUTIONS 1 TO 8
.
The Directors intend to vote in line with these
recommendations in respect of their own
holdings in the Company, amounting to 233,423
Ordinary Shares in aggregate (representing
approximately 0.17% of the issued share capital of
the Company as at 28 April 2026).
Voting by “Form of Proxy” for Ordinary
Shareholders
Holders of Ordinary Shares are requested to
complete, sign and return the Form of Proxy
enclosed with this Notice. To be valid, completed
Forms of Proxy must be received by the
Company’s registrar, Computershare Investor
Services (Cayman) Ltd, c/o The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, as soon as
possible but in any event not later than 12:00
pm (UK time) on 24 June 2026. Scanned copies
of the signed proxy form can be emailed to
externalproxyqueries@computershare.co.uk
.
Completing a Form of Proxy will not preclude
Shareholders from aending the 2026 AGM and
voting in person (or by corporate representative)
if they wish to do so.
Voting by “Form of Instruction” for
Holders of Depositary Interests
Holders of Depositary Interests will be sent a
Form of Instruction separately by the Company’s
Depositary, Computershare Investor Services
PLC. Holders of Depositary Interests are
requested to return the Form of Instruction in
accordance with the instructions printed thereon.
To be valid, completed Forms of instruction must
be received by the Depositary, Computershare
Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY, as soon as possible
but in any event not later than 12:00 pm (UK
time) on 23 June 2026. Scanned copies of
the Form of Instruction can be emailed to
externalproxyqueries@computershare.co.uk
.
Holders of Depositary Interest who are CREST
members and who wish to issue an instruction
through the CREST electronic voting appointment
service may do so by using the procedures
described in the CREST manual (available from
www.euroclear.com/CREST
). CREST personal
members or other CREST sponsored members,
and those CREST members who have appointed
a voting service provider(s), should refer to their
CREST sponsor or voting services provider(s),
who will be able to take the appropriate action on
their behalf.
In order for instructions made using the CREST
service to be valid, the appropriate CREST
message (a CREST Voting Instruction) must be
properly authenticated in accordance with the
specifications of Euroclear UK & Ireland Limited
(“EUI”) and must contain the information required
for such instructions, as described in the CREST
Manual (available via
www.euroclear.com/CREST
).
The message given to the Depositary must,
in order to be valid, be transmied so as to be
received by the issuer’s agent (ID 3RA50) no later
than 12:00 pm on 23 June 2026 (UK time). For this
purpose, the time of receipt will be taken to be
the time (as determined by the timestamp applied
to the CREST Voting Instruction by the CREST
applications host) from which the issuer’s agent
is able to retrieve the CREST Voting Instruction by
enquiry to CREST.
Vietnam Enterprise Investments Limited
Annual Report 2025
107
Strategic Report
Financial Statements
Shareholder Information
Governance
Notice of Annual General Meeting (continued)
Please note that EUI does not make available
special procedures in CREST for any particular
messages. Normal system timings and limitations
will therefore apply in relation to the transmission
of CREST Voting Instructions. CREST members
and, where applicable, their CREST sponsors
or voting service providers are responsible
for ensuring timely transmission of a Voting
Instruction, and are referred, in particular, to
those sections of the CREST Manual concerning
practical limitations of the CREST system and
timings.
The Company may treat as invalid a CREST
Voting Instruction in the circumstances set out
in Regulation 35(5)
(a) of the Uncertificated
Securities Regulations 2001.
How To Watch the 2026 AGM Online
Shareholders may also wish to register to
watch the proceeding of the 2026 AGM
and subsequent presentations online via
the Investor Meet Company platform at:
www.investormeetcompany.com/vietnam-
enterpriseinvestments-limited/register-investor
Please note that shareholders will not be able to
vote at the 2026 AGM via the online platform and
are therefore requested to submit their votes
via proxy or Form of Instruction by the relevant
deadline.
108
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Strategic Report
Financial Statements
Shareholder Information
Governance
Glossary
ACB
Asia Commercial Bank
Act
Modern Slavery Act 2015
Administrator
Standard Chartered Bank
AGM
Annual General Meeting
AI
Artificial Intelligence
AIC
Association of Investment Companies
AIC Code
AIC Code of Corporate Governance
AMS
Asset Management System
Articles
Restated and Amended Memorandum and Articles of Association
AUM
Assets Under Management
BCM
Becamex IDC Corporation
BID
Joint Stock Commercial Bank for Investment and Development of Vietnam (BIDV)
Board
Board of Directors of the Company
Circular
Circular to shareholders on 15 December 2025
Company
Vietnam Enterprise Investments Limited
CTG
Vietnam Joint Stock Commercial Bank for Industry and Trade (VietinBank)
Custodian
Standard Chartered Bank
CVaR
Climate Value at Risk
DGC
Duc Giang Chemicals Group
Dragon Capital
Dragon Capital Group
DTR
Disclosure Guidance and Transparency Rules
DXG
Dat Xanh Group
E&S
Environmental and Social
ECLs
Expected Credit Losses
EPS
Earnings Per Share
ESG
Environmental, Social and Governance
EUI
Euroclear UK & Ireland Limited
FCA
Financial Conduct Authority
FDI
Foreign Direct Investment
FPT
FPT Corporation
FRC
Financial Reporting Council
FTA
Free Trade Agreement
FTSE
FTSE Russell indices
FVTPL
Fair Value Through Profit or Loss
GBP
British Pound Sterling
GDP
Gross Domestic Product
GHG
Greenhouse Gas
HDB
Ho Chi Minh City Development Joint Stock Commercial Bank (HDBank)
Vietnam Enterprise Investments Limited
Annual Report 2025
109
Strategic Report
Financial Statements
Shareholder Information
Governance
Glossary (continued)
HKPT
Hong Kong Profits Tax
HNX
Hanoi Stock Exchange
HOSE
Ho Chi Minh City Stock Exchange
HPG
Hoa Phat Group
HTD
Hung Thinh Land
IESBA
International Ethics Standards Board for Accountants
IFC
International Finance Corporation
IFRS
International Financial Reporting Standards
IFRS Accounting
Standards
IFRS Accounting Standards issued by the International Accounting Standards Board
Investment
Management
Agreement
Investment Management Agreement dated 23 May 2016 (as amended from time to time)
between the Company and the Investment Manager
Investment
Manager
Dragon Capital Management (HK) Limited
Investment
Manager Group
Investment Manager and/or its parent and sister companies
IPO
Initial Public Offering
IRO
Inland Revenue Ordinance
KDH
Khang Dien House Trading and Investment
KPMG
KPMG Limited
MBB
Military Commercial Joint Stock Bank
MSCI
Morgan Stanley Capital International
MWG
Mobile World Investment Corporation
NAV
Net Asset Value
NAV per share
Net Asset Value divided by the number of shares outstanding
NAV total return
NAV return including reinvested dividends
OECD
Organisation for Economic Co-operation and Development
P/E
Price-to-Earnings ratio
PM
Portfolio Manager
Policy
Formal recruitment policy paper for Independent Non-executive Directors issued by the
Nomination and Remuneration Commiee
PRIIP-KID
Packaged Retail and Insurance-based Investment Products Key Information Document
PVD
PetroVietnam Drilling and Well Services
PVS
PetroVietnam Technical Services
SASB
Sustainability Accounting Standards Board
SFDR
Sustainable Finance Disclosure Regulation
Shares
Ordinary Shares of each US$0.01
SMA
Segregated Managed Account
SOEs
State-Owned Enterprises
110
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Annual Report 2025
Strategic Report
Financial Statements
Shareholder Information
Governance
SSI
SSI Securities Corporation
STB
Saigon Thuong Tin Commercial Joint Stock Bank (Sacombank)
Subsequent
Tender Offers
Two further tender offers within the following 12 months, each for up to a further 10% of the
Company’s issued Ordinary Share capital
TAL
Trung An High-Tech Agriculture
TCB
Vietnam Technological and Commercial Joint Stock Bank (Techcombank)
TCFD
Task Force on Climate-related Financial Disclosures
TCX
Techcom Securities Joint Stock Company
Tender Offer
2025 Tender Offer for up to 10% of the issued share capital of the Company
UK Code
UK Corporate Governance Code
UKLR
UK Listing Rule
UNGC
United Nations Global Compact
UPCoM
Unlisted Public Company Market
US$
United States Dollar
VCB
Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank)
VEIL
Vietnam Enterprise Investments Limited
VHM
Vinhomes Joint Stock Company
VIC
Vingroup Joint Stock Company
VND
Vietnamese Dong
VNI
VN-Index
VPB
Vietnam Prosperity Joint Stock Commercial Bank (VPBank)
VRE
Vincom Retail Joint Stock Company
WACI
Weighted Average Carbon Intensity
2025 AGM
AGM took place on 18 June 2025
2026 AGM
AGM will be held on 25 June 2026
Glossary (continued)
Vietnam Enterprise Investments Limited
Annual Report 2025
111
Strategic Report
Financial Statements
Shareholder Information
Governance