Professional Documents
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CONTENTS
PART I: OVERVIEW OF HOA PHAT GROUP 4
Message from the Chairman of the Board of Management 12
SHARE INFORMATION
Stock sticker: HPG
Stock exchange: HOSE
Initial offering date: 15 November 2007
Shares in circulation: 419,052,533 shares
BUSINESS ACTIVITIES
1 Trading, exporting and importing iron and steel, materials and equipment for
refining and rolling steel;
2 Producing rolling steel and roof fabrication;
3 Producing steel pipes and galvanized ones, stainless ones;
4 Producing and trading non-ferrous metal and non-ferrous metal scrap;
5 Refining steel and casting iron;
6 Manufacturing and trading coke coal
7 Mining for metal ores; trading metals, metal ores and metal scrap;
8 Manufacturing and trading construction and mining equipment;
9 Producing interior furniture for offices, households and schools;
10 Manufacturing, trading, assembling, repairing, and maintaining electric, electronic,
refrigeration, civil electric products and air conditioners;
11 Investing and building infrastructure for industrial zones and urban areas;
12 Real estate business
Hoa Phat Steel JSC Hoa Phat Equipment Accessories Co., Ltd
CORPORATE STRUCTURE
GENERAL SHAREHOLDERS
SUPERVISORY
BOARD
MANAGEMENT BOARD
DIRECTOR BOARD
401,754,381,560
General and administration expenses 586,966,481,317 416,174,707,153
-13,166,531,076
Results of other activities 14,943,260,928 32,866,936,094
2,240,445,595,595
EBIT 1,639,146,131,809 2,646,790,678,211
541,922,822,267
Depreciation and amortisation expenses 596,227,337,059 720,195,566,311
2,782,368,417,862
EBITDA 2,235,373,468,868 3,366,986,244,522
Net financial profit (740,551,762,773) (420,399,492,992) (252,130,284,965)
1,489,142,843,681
Profit before tax 1,218,205,340,655 2,394,404,194,432
192,292,340,003
Corporate income tax 187,699,911,137 383,968,791,663
1,296,850,503,678
Net profit 1,030,505,429,517 2,010,435,402,769
9,485,630,335,670
Current assets 10,220,788,345,768 12,402,515,338,144
8,039,052,690,405
Long-term assets 8,794,975,115,778 10,673,862,524,545
17,524,683,026,074
Total assets 19,015,763,461,546 23,076,377,862,689
6,424,215,216,403
Short and long term debts 6,305,957,434,476 7,575,383,424,084
7,413,804,561,023
Owner’s equity 8,085,135,114,809 9,500,327,254,417
Financial ratios
16.09%
Gross profit margin 14.77% 17.34%
15.59%
EBITDA margin 13.28% 17.78%
12.55%
EBIT margin 9.74% 13.98%
Quick
ratio (times) 0.45 0.43 0.37
Debts/ equity
86.65% 77.99% 79.74%
ROE
17.5% 12.7% 21.2%
ROA
7.4% 5.4% 8.7%
EPS
(VND/share) 3,573 2,386 4,663
Contributed % of
No. Subsidiaries Address Principal business charter equity
activities capital owned by
(VND billion) HPG
1 Hoa Phat Steel JSC Hiep Son Produce iron, steel, and cast iron;
Commune, Kinh
2,500 99.99%
Mon District, Hai
Duong Province
Pho Noi A
Hoa Phat Steel
2 Industrial Zone, Produce iron, steel, and cast iron;
One-member Giai Pham 600 100%
Co.,Ltd. Commune, Yen My
District, Hung Yen
Province, Vietnam
3 Hoa Phat Steel Pipe 39 Nguyen Dinh Produce and trade various kinds of
Co., Ltd. Chieu, Le Dai Hanh steel pipes.
Ward, Hai Ba Trung 450 99.89%
District, Hanoi,
Vietnam
4 Hoa Phat Energy Hiep Son Produce and trade coal coke
JSC Commune, Kinh
1,000 99.89%
Mon District, Hai
Duong Province
5 An Thong Mining 415 Tran Phu, Explore, exploit, prepare and make,
Investment JSC Ha Giang City, process, purchase and sell, export
Ha Giang Province, and import minerals, primarily iron 500 99.96%
Vietnam ores.
6 Hoa Phat Mining Pho Noi A Exploit and collect lignite; exploit
Industrial Zone, iron ore, aluminum ore, and other
JSC
Giai Pham rare metals; non-ferrous metal and
rare metal 150 99.8%
Commune, Yen My
District, Hung Yen
Province, Vietnam
7 Nam Giang Mining 119 Tran Cao Van, Exploit iron ore, rare metal ore, and
One-Member Vinh Dien Town, other non-iron metalore
Limited Liability Dien Ban District, 30 100%
Company Quang Nam
Province, Vietnam
8 Hoa Phat 39 Nguyen Dinh Manufacture construction
Equipments and Chieu, Le Dai Hanh equipment; trade construction and
Ward, Hai Ba Trung 180 99.72%
Accessories Co., mining machinery and equipment of
District, Hanoi,
Ltd. small and medium size.
Vietnam
Associates
1 Hoa Phat - SSG 55B Phan Dinh Exploit and collect lignite; exploit
Mining JSC Phung, Quyet non-iron ore; provide supporting
Thang Ward, Kon services for mining 5.73 38%
Hoa Phat Group is one of the leading private industrial industry to produce the input for the steel manufacturing
manufacturing groups in Vietnam. Originating as a small industry. Presently, the Hoa Phat Group is recognized as
construction machine and equipment trading company one of the three largest construction steel manufacturers
in August 1992, Hoa Phat has gradually expanded its in Vietnam.
business to trading and production of Furniture (1995), To date, the Hoa Phat Group has 13 subsidiaries specializing
Steel Pipes (1996), Steel (2000), Refrigeration (2001), and in steel manufacturing, mining, Coke Coal production,
Property Development (2001). In 2007, Hoa Phat was real estate trading, furniture manufacturing, construction
reorganized under a group structure with Hoa Phat Group machinery, and equipment manufacturing with branches
Joint Stock Company being the holding company of its and factories located in Hanoi, Hung Yen, Hai Duong, Lao
subsidiaries and associates. Since 15th November 2007, Cai, Yen Bai, Ha Giang, Ho Chi Minh City, and Binh Duong.
Hoa Phat has been officially listed on the Ho Chi Minh City
The production of steel and related products such as Coke
Stock Exchange under the stock ticker symbol “HPG.”
Coal and iron ore accounts for more than 78.7% of the
Since its reorganization, Hoa Phat Group has made a Group’s total revenue and is regarded as the core business
number of substantial developments, the most notable of activity of the Group. Hoa Phat Furniture is also a reputable
which are (i) the construction and completion of the Hoa brand in the office furniture segment with the largest
Phat Integrated Steel Complex in the Hai Duong Province market share in Vietnam. In addition, the development
using the modern steel production technology produced of real estate, industrial zones, and urban areas are other
from iron ores; and (ii) the investment in the mining well-growing businesses within the Group.
“To establish a solid foundation for becoming ONE of the leading industrial
manufacturers in Vietnam with STEEL production as its core business segment”
Although the economy of Vietnam saw signs of While many enterprises have cut down on the
recovery in 2013, it is still exposed to the risks of number of employees, in 2013 the Hoa Phat Group
inflation, bad debts, and reduction in aggregate employed 10,000 direct employees and over 20,000
demand. Difficulties at the macro-economic level indirect employees nationwide. In 2013, the Hoa
have revealed only a few bright spots in the overall Phat Group also accomplished its commitment
landscape of Vietnamese enterprises ,business to social and charitable causes both in scale and
performance. The unfavorable business environment quality, with a total budget of tens of billions of
has had negative effects on the operations of the VND in the Ha Giang, Yen Bai, Lao Cai, Hung
Hoa Phat Group. However, thanks to its sound Yen, and Hai Duong provinces as well as in
strategies, its investments oriented towards Hanoi, especially in the mountainous and remote
large-scale end-to-end production cycles, its areas. To maintain and develop social activities
strong financial capability, and its well-recognized as well as secure jobs for tens of thousands of
reputation in the market, the Hoa Phat Group has employees every year is one of the sustainable
managed to overcome the economic crisis and has development objectives of the Group.
taken strong steps forward to become a phenomenon
in the industry. On behalf of the Board of Management, I would
like to express our respectful gratitude for the trust
Our review of 2013 showed that Hoa Phat Group and support of our valuable shareholders and for
(HPG) has achieved a total revenue of VND19,200 the close cooperation of our customers and business
billion and a net profit after tax of VND 2,010 partners over the past year. Especially, I would
billion, exceeding the annual targets by 4% and like to express my sincerest thanks and feelings of
68%, respectively, and its total contribution to the respect to all employees of Hoa Phat Group, who
State Budget reached VND1,830 billion. These have exhibited great dedication and aspiration to
impressive figures are a result of the sustainable achieve the successes of the Hoa Phat Group today.
development strategies implemented by the Group ,s
management board during the past 21 years. TYours sincerely,
Chairman of the Board of Management
When Phase 2 of the Hoa Phat Integrated Steel
Complex project in the Hai Duong Province was
completed in October 2013, the Hoa Phat Group
has fulfilled its most important mission of the year
and Steel production truly became the primary
business segment of the Group. Tran Dinh Long
ASSESSMENT OF BUSINESS PERFORMANCE
In 2013, the economy of Vietnam has had many significant In 2013, the Group achieved total consolidated revenue of
achievements: inflation rates were adequately controlled, VND19,200 billion and a net consolidated profit after tax of
foreign exchange rates were stabilized, bank interest rates VND2,010 billion, recording 104% and 168% of the annual
were reduced and maintained at a relatively low level, approved budget, respectfully. These achievements
import and export activities have remarkably increased, represent the remarkable increases of 12% and 95% in
and foreign direct investment to Vietnam have been well revenue and profit, respectively, compared to 2012. All
maintained. However, the economic recovery still remains business segments of the Group achieved stable results,
at a low rate and many enterprises have not managed to and some segments exceeded their profit target for 2013.
revive under the challenging business environment. For Most importantly, the steel, coke and mineral production
the steel industry, domestic demand remained low, which segment played a leading role in the impressive growth
resulted in moderate steel production from many of the Group by contributing 78.7% of total revenue and
enterprises . By implementing strategic policies and nearly 83 % of the profit of the whole Group.
exercising sound corporate governance, the Hoa Phat
Group has managed to exceed the approved annual target.
Revenue proportions by segments in 2013 Profit after tax proportion by segments in 2013
7.5% 2.2%
13.8% 14.9%
Steel
78.7% 82.9%
Other industrial production
Real estate
The impressive results for both revenue and profit are gross profit for the current year compared to the previous year;
attributed to the following factors: - The decreased interest costs from borrowing also enabled
- Positive changes in the economy along with widened the Group to reduce production costs.
production ability, reduced cost production, and the - Enclosed steel production process of the strategic
improvement of local market demand led to an increase in business segment helped Hoa Phat to get significant
the consumption of Hoa Phat’s products; as a result, sales advantages on costs compared to domestic competitors.
revenue increased by 12% compared to the previous year; This is also reason why Hoa Phat steel still got a large profit
- The improved production management techniques in the difficult situation of steel industry. Besides, the
enabled a reduction in fuel and raw material consumption others businesses segments of Hoa Phat such as other
during the production process and a 17.43% increase in industrial production, real estate also made a good result.
16.0%
15.2%
15.0%
14.0%
13.7%
13.0% 13.3%
12.0%
11.0%
2011 2012 2013
2012 2013
Source: VSA
* Assets:
The total assets of the Group at the end of 2013 were VND23,076 billion, an increase of 21% compared to the beginning of
2013.
In which:
- Current assets were VND12,402 billion, an increase of 21% compared to the beginning of the year. This is mainly due to
the investment in the Mandarin Garden Complex which raised the Group’s inventories at the year end to VND8,065 billion.
In addition, the arrangements for supplies of materials to be utilized for the operations of some new projects including Hoa
Phat Integrated Steel Complex – Phase 2, the Coke Coal Plant – Phase 2, etc. also the factors contributed to the increase of
the Group’s inventory balance.
- Long-term assets at the end of 2013 went up by 21%, amounting to VND10,674 billion. This can be explained by the
Group completing various large scale projects during the year, including the Hoa Phat Integrated Steel Complex - Phase
2. In addition, the investments in other projects such as Binh Vang Ball Iron Ore Plant from An Thong Mining Investment
JSC, and the projects of Hoa Phat Steel Pipe Co., Ltd. and Hoa Phat Furniture JSC, etc. during the year have also resulted in a
remarkable increase in long-term assets as compared to 2012.
ROA of the Hoa Phat Group ROE of the Hoa Phat Group
2011 - 2013 2011 - 2013
10.0% 8.7% 25.0%
21.2%
8.0% 7.4%
20.0% 17.5%
6.0% 15.0%
5.4%
4.0% 10.0% 12.7%
2.0% 5.0%
0.0% 0.0%
2011 2012 2013 2011 2012 2013
To enhance corporate governance to be in alignment with the advanced models of the world, Hoa Phat
continues to strengthen the role of the holding company with its financial investments and governance. Hoa
Phat provides support to its subsidiaries with technical advice and operational strategy planning, without direct
involvement in actual production and business activities. In 2013, Hoa Phat initiated development of a personnel
hierarchy and benefit schemes, expected to be completed and applied to the whole Group in 2014. The personnel
hierarchy to be introduced will form the basis for establishing consistent salary, bonus, and benefit schemes
within the whole Group but will still ensure flexibility and appropriateness to the specific operations of each entity.
As the total steel production capacity reaches 1.15 million tons in 2014, the
Hoa Phat Group in 2014 targets to achieve sales of over 800,000 tons of
construction steel in the domestic market and to actively seek new markets to
export steel billets. In addition, the Group will expand its market share in the
Southern and Central regions by upgrading the size of transit warehouses in
its branches. Supplementary segments to steel production such as energy and
mining will continue to proactively seek sources of iron and coal ore to meet
the demand of steel production of the Complex.
For the real estate segment in 2014, Hoa Phat targets to reach the highest
occupancy rate in the industrial parks where additional investment was made
in technical infrastructure during 2013. In addition, Hoa Phat plans to complete
the handover of the Mandarin Garden project’s apartments, while setting plans
to initiate the Apartment/Office/Commercial Complex project at No. 493
Truong Dinh Street, Hoang Mai District, Hanoi at an appropriate time.
Total
No Company name
Post Vocational
Graduate Graduate school Other Male Female
Group1:
Steel 8 1,937 1,021 3,567 5,729 804 6,533
1 Hoa Phat Steel JSC 875 415 1,647 2,597 340 2,937
2 Hoa Phat Steel One member Co., Ltd 1 229 204 471 795 110 905
3 H
oa Phat Steel Pipe Co., Ltd 4 275 189 562 1,017 113 1,130
4 Hoa Phat Energy JSC 216 79 245 434 106 540
5 An Thong Mining Investment JSC 1 181 112 461 670 85 755
6 Hoa Phat Mining JSC 2 61 22 181 216 50 266
Group2: Other industrial production 7 580 496 1,766 2,229 620 2,849
1 Hoa Phat Equipment Accessories Co., Ltd 1 83 81 167 276 56 332
2 Hoa Phat Furniture JSC 4 362 283 1,459 1,644 464 2,108
3 Hoa Phat Refrigeration Engineering Co., Ltd 123 131 139 300 93 393
2
4 Hoa Phat Trading Co., Ltd 12 1 1 9 7 16
Group 3: Real estate 0 114 8 201 255 68 323
1 HoaPhatUrbanDevelopmentandConstructionJSC 65 7 198 220 50 270
2 Golden Gain Vietnam JSC 49 1 3 35 18 53
Shares:
Share name: Share of Hoa Phat Group Joint Stock Company Number of free transfer shares: 419,052,533 shares
Share type: Ordinary share Number of shares subject to transfer restriction: 0 share
Stock sticker: HPG Charter capital 2013: No change
Par value: VND10,000 per share Treasury share transactions 2013: None
Total shares in circulation: 419,052,533 shares
1 Tran Dinh Long 12 Tran Hung Dao, Hoan Kiem, Ha Noi 101,059,200 24.12
2 Dragon Capital Group 1901 Me Linh Point Tower, 2 Ngo Duc Ke,
Dist 1, HCMC, Viet Nam 37,092,979 8.85
3 Vu Thi Hien 12 Tran Hung Dao, Hoan Kiem, Ha Noi 30,952,152 7.39
4 Deutsche Bank + Deutsche Asset Group Winchester House, 1 Great Winchester
Street, London EC2N 2DB 26,693,773 6.37
5 VOF Suite 1703, Sun Wah Tower,
115 Nguyen Hue, Quan 1, Tp HCM 23,927,463 5.71
Total 219,725,567 52.43
3 VOF Suite 1703, Sun Wah Tower, 115 Nguyen Hue Bldv,
4 PRIVATE EQUITY NEW MARKETS II K/S TRANEGARDSVEJ 20 2900 HELLERUP DENMARK 20,291,040 4.84
7 MARKET VECTORS ETF TRUST- 99 PARK AVENUE,8TH F1 NEW YORK, 5,053,920 1.21
50
40
30
20
10
0
10/8/2012
10/9/2012
8/10/2012
5/11/2012
3/12/2012
11/9/2013
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4/12/2013
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17/01/2012
21/02/2012
20/03/2012
18/04/2012
18/05/2012
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29/06/2012
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24/08/2012
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1/6/2012
2/1/2013
6/3/2013
3/4/2013
7/5/2013
4/6/2013
2/7/2013
2/1/2014
Changing process of charter capital of Hoa Phat Group
2007-2013 (VND Billion)
3,178
1,964
1,100
Date
60%
50%
2013 marked a successful year for this core segment of Hoa Phat Group – steel production, where total revenue
reached VND15,108 billion, showing an increase of 6% compared to 2012.
Construction steel
With the completion of Phase 2 of the Hoa Phat Integrated
Steel Complex, Hoa Phat Steel for the first time led the
market in domestic sales during the last months of the
year, accounting for nearly 18% of the nationwide market
share at certain points of time.
The key source of energy and a catalyst to refine ore into In October 2013, the Hoa Phat Ball Iron Ore Processing
steel, coke coal has created a competitive advantage for Plant in the Binh Vang Industrial Zone, Vi Xuyen District,
Hoa Phat steel. During the year, Hoa Phat Energy JSC Ha Giang Province was put into operation, which affirmed
succeeded in putting the coke coal production line No. 2 the strategic step forward of Hoa Phat for deep processing
into stable operation. Control of furnace modes, of iron ore at the mining site so ore quality could be
maintenance of product quality, and waste reduction improved, transportation costs decreased, and prices of
continued to be reinforced and improved. At the same finished steel products reduced. The Plant, an investment
time, the Company proactively conducted research of new by An Thong Mining Investment JSC, has the capacity of
products to serve the special niche market. The Company 300,000 tons of ball iron ore per year and is currently the
also organized study tours to foreign countries to learn largest ball iron ore plant in Vietnam. For the 2013 year, the
and update about the new production technology and two companies Hoa Phat Mining JSC and An Thong Mining
seek more material sources. Investment JSC, have provided approximately 300,000
tons of fine iron ore and 42,800 tons of ball iron ore for the
In addition to its main function of providing coke coal Integrated Steel Complex.
for the Integrated Steel Complex, the Company has been
actively exploring domestic and export markets. Orders Exploration and initiation of new ore fields have always
of coke coal from local customers increased by 30% been promoted in the many mines that the Group was
compared to the previous year, and the Japanese market granted mining licenses in Ha Giang, Lao Cai, and Yen
continued to bring long-term customers for Hoa Phat with Bai. As a result, many ore beds with rich iron content and
regular monthly orders. Moreover, the electricity output high reserves have been exploited and exhausted in order
generated by the coke coal and thermo-electricity plant to economically use the natural resource for long-term
of Hoa Phat Energy JSC also increased by over 30% production. In addition, Hoa Phat conducted research,
compared to 2012, reaching over 120 million KWh of exploration, and mining of iron ores for local production,
electricity, contributing to steady production for the developed feasibility studies on new mine sites in Ha
whole Complex. Giang and Ha Tinh in accordance with the “socialization”
policy of the Government in the mining sector.
During the past year, Hoa Phat Steel Pipe Co., Ltd. has
intensively concentrated on investment, production
expansion, product quality improvement, and retention
and development of markets with a focus on unexploited
markets; sales services have been maintained and have
improved on a regular basis. Investment activities to
expand production have been implemented in all factories
in Hung Yen and Binh Duong provinces. Hoa Phat steel
pipe created the difference of quality, types and is always
the best favorite choice in the market.
In 2013, the other industrial production segment includes constructive machines, mining equipment, furniture,
refrigeration engineering…grew 16% compared to 2012 with VND2,659 billion, contributing 13.8% of revenue and
14.9% of net profit to the Group.
An important highlight for the Company during the year was that the
Company was assigned by the Group the responsibility to sell and distribute
Hoa Phat steel billets in domestic and foreign markets and take a new step
forward in bringing Hoa Phat products to regional countries. Implementing
this activity from the fourth quarter of 2013, apart from domestic sales, export
of Hoa Phat steel billets to the Philippines market reached 12,000 tons with
the value of approximately USD6.4 million. In addition to trading of traditional
iron and steel products, continued market exploration and expansion for Hoa
Phat steel billets is a top priority for 2014.
As at the end of 2013, real estate revenue reached VND1,433 billion, an increase of 198% compared to 2012.
Hoa Phat real estate business comprises of industrial zone Dinh. Construction for the project started in late 2013, and
and housing properties. Although the real estate segment is expected to be operational in the second quarter of 2014
represented a small portion of the Group’s total revenue to facilitate production activities of enterprises and ensure
and profit during the year, it will become a stronger environmental protection in the industrial zone.
business segnment in 2014 when the real estate market
For housing real estate, Hoa Phat has supported all owners
rebounds.
in the Hoa Phat Building at 257 Giai Phong Street, Dong Da
For industrial real estate, given its convenient geographical District, Hanoi to obtain house ownership certificates. This
location supported by significant incentives for investment, is considered one of the top apartment building projects in
Pho Noi A Industrial Zone and Hoa Mac Industrial Zone Hanoi where the issuance of house ownership certificates
have regularly welcomed new enterprises that invest in has been completed most quickly, demonstrating the
factories, especially from Japanese and South Korean project owner’s high reputation and stature.
investors. In addition to enhancing promotion for its
With a strategic location that “cannot be beat,” the
infrastructure leasing business, Hoa Phat Urban
Mandarin Garden Apartment Complex Project has
Development and Construction JSC completed site
essentially completed its interior and exterior landscape
clearance for the whole area of Hoa Mac Industrial Zone
construction; more than 90% of the total 999 apartments
(the total area of 131 ha), completed site clearance of
have been sold and the handover of apartments to
another 60 ha of the extension area of Pho Noi A Industrial
customers started from September 2013. The Mandarin
Zone (Hung Yen), and continued landfilling and technical
Garden is one of the few projects within the high-class
infrastructure construction work on the extension area.
apartment market having a high liquidity ratio during
Currently, Pho Noi A industrial Zone and Hoa Mac industrial
2013, due to its integrated infrastructure system,
Zone always have clear area with fulfilled infrastructure to
convenient location, modern facilities, and high value sale
serve investors here.
prices. Going forward, Hoa Phat will continue the handover
Especially, the wastewater treatment plant project in Hoa of the apartments to customers, and at the same time,
Phat’s Hoa Mac Industrial Zone was granted preferential perform procedures for issuance of house ownership
loans from the World Bank (WB) in accordance with the certificates to residents and complete all facilities and
donor program for water source and environmental services to serve the residents.
treatment in some provinces such as Ha Nam and Nam
Since being listed on HoSE, Hoa Phat Group Joint Stock operations, and paid visits to the Group’s manufacturing
Company (HPG) has always complied with Government bases in Hai Duong, Hung Yen, and Ha Giang.
regulations on information disclosure as well as actively At the meetings with investors, HPG’s management and
enhancing investor relations (IR) activities, with the aim of other high-ranking employees were open with sharing
regularly updating its investors and shareholders of the information and willing to elaborately answer questions on
Group’s business operation results. the business segments of the Group, especially on
IR activities were implemented throughout 2013 in two construction steel, steel pipe, furniture, coal coke export,
ways: one, by proactively organizing meetings, updating and real estate projects. Representatives of securities
information for shareholders and investors, and companies, foreign investment funds, and HPG’s
organizing factory tours for groups of investors and shareholders were all satisfied after each visit. They all
securities companies when requested; secondly, by being expressed their trust in the Group’s business strategies and
prepared to answer questions, solving problems, or highly appreciated its development and bold investments,
providing as requested information regarding the as well as its leaders’ strong actions in governance.
Company’s operations. Plant tours for groups of investors at Hoa Phat Group were
During the year, securities companies including SSI, HSC, also regularly organized. Particularly in May and October
Ban Viet, Maybank Kim Eng, and Bao Viet, and foreign 2013, HPG’s Investor Relations Department organized a site
investment funds including Credit Suisse (Hong Kong), visit to the Hoa Phat Integrated Steel Complex in Kinh Mon
GMO (the United States, specializing in investment in District, Hai Duong Province for investors which included
emerging companies’ shares), Cube Capital (Hong Kong), representatives of many securities companies and
Harvest Global Investments (Hong Kong), LIM Advisors investment funds including Sai Gon Securities Company
(Hong Kong), Red River Holdings, Caravel Fund (USA), DCG (HSC), SSI Securities Company, Ban Viet, Agribank
Capital (Singapore), Asian Nikko Fund, and Charlemagne Securities, BIDV Securities; IPA fund, APS, Sarus Capital
Capital (the United Kingdom) sent their representatives to Management, and Nomura. The aim of the site visit was
HPG to obtain information on the Group’s business for investors to gain an understanding of steel production
In addition, the Hoa Phat Group also carried out various activities aiming to gradually improve the quality of life for people
as well as modernizing educational infrastructure. As a whole, Hoa Phat’s social policies and charitable activities are based
on the goals of supporting disadvantaged people in society using the most practical and effective means. It is through
such activities that affirm Hoa Phat as a brand name for the community.
Searching for and testing new sources of coal became the In order to better support production, Hoa Phat Furniture
focus of research by Hoa Phat Energy JSC in 2013. Nearly JSC commenced restructuring of production areas in both
20 types of new coals were researched during the year and the Northern and Southern regions of Vietnam. In the
the Lake Vermont coal was successfully tested in production Northern region, the Company completed investment in
of coal coke with a quality grade 1, which is compatible infrastructure and expansion of the rotary chair factory; the
with the operation of blast furnaces in the Integrated Iron spacious and modern mechanical factory with the 3-floor
Steel Complex. The Company boldly imported 25,000 tons workshop area to be used for both production floors and
of Lake Vermont coal and PCI Jellinbah coal from Australia offices with an area of 6 ha can facilitate increasing
to commence mass production, with the aim of reducing production output and developing new product lines with
the use of high-priced premium coal. The establishment of a focus on mesh chairs, family sofas, office and high-class
the Technology Committee and organization of monthly leather chairs, etc. In the South, the Company restructured
meetings created more energy and excitement in research its factory system at Cat Lai (HCM City) and Binh Duong to
activities, and also created new production ideas, thus streamline production floors, appropriately apply
reducing costs and raising the competitiveness of Hoa Phat technology, and improve capacity and output of furniture
coal coke in the marketplace. products such as steel cabinets, safes, rotary chairs, and
polyurethane painted wood and industrial wood products.
Operation of the Vietnamese largest Ball Iron
In addition, Hoa Phat Furniture invested in new, modern
Ore Plant
machinery and equipment including CNC automatic
With the aim of providing a long-term ball iron ore source cutters, welding robots, etc.
for steel production, Hoa Phat commenced investment in
a ball iron ore plant in the Binh Vang Industrial Zone, Ha
Giang Province with the highest capacity in Vietnam. This
is an important strategic step in deep processing of iron
ore at the mining site, reducing transportation costs and
the abnormal waste. Input materials of the Plant come
from the rich source of fine iron ores from ore mining and
processing factories of An Thong Mining Investment JSC in
Ha Giang. The plant operates with leading-edge equipment
and the most advanced technology in the world, using the
pelleting iron ore rotary kiln fed with coal. With this plant,
Hoa Phat can proactively supply 100% of pelleted iron ore
for blast furnaces in the Integrated Steel Complex.
Macro-economic statistics of 2013 showed that the economy Other industrial production segments saw stable and
of Vietnam regained some stability. The production sector has sustainable growth, achieving 13.8% and 14.9% of revenue
showed signs of growth since the late 3rd quarter, as and profit of the whole Group, respectively.
inflation has been controlled and the foreign exchange
market has been stabilized. The economy’s stability is To navigate the sluggish real estate market, the experienced
illustrated by some key indicators: the inflation rate was direction of the Board of Directors towards the Group’s real
maintained at a low level of 6.04% as compared to the set estate construction projects has allowed Hoa Phat to fulfill
target of 7 - 8%, and the interest rate tended to decline plans ahead of schedule and handover apartments in the
and become more stable without the “high interest rate Mandarin Garden Project to customers 3 months prior to
race” that occurred in previous years. The foreign exchange the committed deadline (end of September 2013 instead
rate was generally maintained at a relatively stable level of December 2013). Mandarin Garden was considered one
for a long period, although the unofficial currency rate of the “bright spots” in the stagnant real estate market in
fluctuated beyond the price band’s cap from time to time, Hanoi.
especially after the State bank of Vietnam increased the
official currency rate by 1% in June 2013. 2013 also saw the The Board of General Directors and the subsidiaries’ Boards
lowest growth in the consumer price index (CPI) in the past of Directors have made significant contributions and made
10 years with the average CPI increase by 6.6% in 2013 as great efforts for the Group’s target-exceeding performance
compared to that of 2012. The trade balance was for revenue and profit in 2013. To implement the directions
significantly improved to an “in-balance” status from its from the Annual General Shareholders’ Meeting and to
past trade deficit status. It is certain that the economic carry out the Board of Management’s suggestions for
stability over the past year was partly attributed to drastic specific actions, the Board of Directors for the Group’s
and appropriate solutions provided under the subsidiaries directed business operations in an active and
Government’s policies. thorough manner in all core projects including Hoa Phat
Integrated Steel Complex – Phase 2, the Mandarin Garden
However, despite positive signs of recovery of the Apartment Complex, and the Binh Vang Iron Ore Pelleting
macro-economy, the economy of Vietnam encountered Plant (Ha Giang).
various challenges when the market purchase power
remained moderate, the real estate freeze remained, and
the global economy was generally recovering at a lower
rate than expected. The steel sector alone encountered
multiple difficulties during the year due to increased input
costs, over-supply, and fierce competition with cheaper
steel imported from China; furthermore, steel and steel
pipe export suffered trade barriers from various importing
countries. By the end of 2013, the Hoa Phat Group
successfully reached its targets with a revenue of
VND19,200 billion and profit after tax of VND2,010 billion.
The steel production segment contributed mostly to the
Group’s target exceeding results and continued to further
its leading role contributing 78.7% of revenue and 82.9% of
net after tax profit. Hoa Phat construction steel continued
to solidify its position as the second largest seller of steel in
Vietnam.
CORPORATE GOVERNANCE
Percentage of shares
No. Name Position held as at
25 February 2014 (%)
9 Ho An T Member -
Total 34.43
- Take the transfer of land use rights and assets on land in Ho Chi Minh City for the construction of offices for the Group in
Ho Chi Minh City.
- Approve the payment plan for remaining cash dividends for 2012.
CORPORATE GOVERNANCE
2013 ANNUAL REPORT 51
CURRICULUM VITAE OF KEY LEADERS
CORPORATE GOVERNANCE
2013 ANNUAL REPORT 53
Mr. Nguyen Ngoc Quang Mr. Ta Tuan Quang Mr. Nguyen Viet Thang
BOM Member cum Director of Hoa Phat BOM Member cum Director of Hoa Phat BOM Member cum Deputy General Director
Equipment & Accessories Co., Ltd Refrigeration Engineering Co., Ltd of Hoa Phat Group JSC
Graduated from People’s Security Master of Business Administration Master of Business, Denmark
University
Joining date: 2012 Joining date: 2012
Joining date: Since 2001
Before appointed as a member of the Being appointed as a member of the
Joining the Group since 2001, Board of Management, Mr. Andy Ho Management Board in 2012,
Mr. Viet has been elected as a has held the position of investment Mr. HANS CHRISTIAN has held many
Director of Hoa Phat Urban director for Dell Computer Corp. important responsibilities of the
Development and Construction. He (2000 - 2004); Investment director for Industrialization Fund for
was so successful in real estate, Prudential Fund Management Developing Countries (IFU), Denmark
especially for industrial infrastructure Company (2004 - 2007); Managing (1983-1989); Regional Director,
such as Pho Noi A industrial park Director of VinaCapital Investment Fund for the Europe
where big international and domestic (from 4/2007-now). Mr Andy Ho is Central and East, Denmark
firms located. Mr. Viet and Board of also Chairman of the Management (1989 - 1991); CEO of array of
Directors are now going to deploy Board of Vinawealth Fund agriculture, the European Bank for
other housing and urban areas after Management Company, Khang construction and development
the success of Pho Noi A. Dien Business and Investment JSC; (EBRD), London (1991-2006); CEO
Management Board’s Member of Phu of PENM I, PENM II Fund, BankInvest
Nhuan Jewelry Joint Stock Company. (2006 - present)....
CORPORATE GOVERNANCE
2013 ANNUAL REPORT 55
RISKS MANAGEMENT
Regulatory risks:
General context: Hoa Phat Group and its 13 subsidiaries operate
in multiple business segments including heavy industry and light
industry production, consumer goods production, mining, real
estate, etc. Any single regulatory change may therefore cause a
significant impact on one or more companies of within the Group.
Hoa Phat’s solution: The Hoa Phat Group has kept abreast of
relevant regulatory changes, being proactive in monitoring and
managing its corporate business activities. The Hoa Phat Group has
concentrated its investment in its core business activities and
specialized industries, representing the strengths of the Group
rather than spreading its resources to non-core businesses.
Environmental risks:
General context: Industrial production, especially in heavy industry,
is inherently exposed to risks affecting the living environment.
Hoa Phat’s solution: Hoa Phat has always committed to comply
with environmental policies and regulations, to adopt modern
technologies, and to continuously improve the production
processes to minimize impacts on the environment.
Results: Environmental Impact Assessment Reports have been prepared
for all factories of the Group. A significant number of technologies
used by Hoa Phat are considered preeminent clean technologies
such as the super-clean Coke Coal production technology used by
Hoa Phat Integrated Steel Complex in the Hai Duong province.
CORPORATE GOVERNANCE
2013 ANNUAL REPORT 57
SUPERVISORY BOARD
Percentage of shares
No Name Title held as at
25/02/2014 (%)
Ms. Nguyen Thi Thanh Van Mr. Le Tuan Anh Ms. Dang Pham Minh Loan Ms. Vu Thanh Thuy Ms. Truong Nu Minh Ngoc
Head of Supervisory Member of Supervisory Member of Supervisory Board Member of Supervisory Member of Supervisory
Board Board Board Board
Bachelor of Accountant, ACCA
BA,Accounting, Economic Bachelor; holder – UK, CPA Vietnam Degree in economics MBA
Academy of Finance, Accounting Practice
Working starting Working starting
Hanoi Certificate (Viet Working starting time:
time: Since 2005 time: Since 2011
Nam) Since 2007
Working starting
Before becoming a Ms Truong Nu Minh
time: 2007 Ms. Loan held a number
Working starting member of Ngoc has experienced
of senior positions in
Before appointed as time: Since 2006 Supervisory Board, many positions in
the large financial
Head of Supervisory Before appointed as Ms. Thuy held a large financial
organizations such as,
Board , Ms Nguyen member of the number of positions institutions such as:
Auditor, Assistant
Thi Thanh Van was a Supervisory Board, in: Staff member in Senior Auditor in
Manager of auditing
Chief Accountant of Mr.Le Tuan Anh accounting department Pricewaterhouse
department KPMG
Hoa Phat Group JSC worked in the of Hoa Phat Steel JSC Coopers (9/2000 –
(2000 - 2005); member of
from 2007 to 2010. accounting department (2005 - 2006), Staff 2/2005), financial
Supervisory Board,
Since 2011, she is also of Hoa Phat Steel Pipe member in Finance analyst in Vina Capital
Specialist and Head of
Chief Accountant of Co., Ltd. (2006 - 2007), department of Hoa (2/2005 – 7/2005),
investing department in
Hoa Phat Steel One specialist of the Phat Group (2006 – Investment Manager
the Vinacapital Investment
member Co. Ltd. Supervisory Board present). in Bank Invest (2007 -
Management Ltd’s
(2007 - 2011) and now).
Representative Office.
currently he is Since July 2010, she has
manager of Controller been a Vice Executive
Department of Hoa Director of Vinacapital
Phat Group JSC. Company.
HOA PHAT GROUP
58 WWW.HOAPHAT.COM.VN
Supervisory Board’s Report
Being comprised of members having a deep understanding financial position of the Company proved to be transparent
of specific operations of the Company, the Supervisory and stable.
Board implemented the following tasks during the year:
The Supervisory Board provided several suggestions to the
- Review quarterly and annual financial statements; review Company; details are as follows:
monthly and annual financial plans; obtain timely updated
Members of the Supervisory Board had regular
information of the Group’s financial performance in 2013;
communication and discussions with members of the
study, analyze, and regularly update information of the
Board of Management, the Board of Directors, and heads
steel production and trading businesses;
of functional departments to get updates on issues arising
- Obtain updated information of production and from the Company’s operation. The Supervisory Board
operations of the subsidiaries within the Group; provided timely recommendations on executive decisions
- Review the construction progress of Phase 2 of the in order to improve the efficiency of the Company’s
Integrated Steel Complex project and the real estate project; business operations.
- Review the financial plans and the implementation of the In 2013, there was no change in members of the
financial plans at the subsidiary and the Group levels; Supervisory Board.
- Monitor the inventory level, status of account receivables, Compensation for members of the Supervisory Board:
sales policies, and cash collection, etc.; VND20 million/member/year
CORPORATE GOVERNANCE
2013 ANNUAL REPORT 59
HOA PHAT GROUP JOINT STOCK COMPANY
AND ITS SUBSIDIARIES
Website: www.hoaphat.com.vn
The Board of Directors of Hoa Phat Group Joint Stock Company (“the Company”) is pleased to
present its report and the consolidated financial statements of the Company and its subsidiaries
(together referred to as “the Group”) for the year ended 31 December 2013.
The members of the Board of Management and the Board of Directors during the year and at the
date of this report are as follows:
Corporate information
The Company was originated from Hoa Phat Steel Joint Stock Company incorporated under the
Law on Enterprise of Viet Nam pursuant to the initial Business Registration Certificate No.
0503000008 issued by Hung Yen Department of Planning and Investment on 26 October 2001. In
accordance with the 8th amendment of the Business Registration Certificate No. 0503000008 issued
by Hung Yen Department of Planning and Investment on 9 January 2007, Hoa Phat Steel Joint
Stock Company was transformed into Hoa Phat Group Joint Stock Company.
The Company’s Business Registration Certificate has been amended several times, the most recent
of which is by Business Registration Certificate No. 0900189284 dated 22 November 2012. The
Business Registration Certificate was issued by the Hung Yen Department of Planning and
Investment.
The registered office of the Company is located in Pho Noi A Industrial Zone, Giai Pham
Commune, Yen My District, Hung Yen Province, Vietnam.
The subsidiaries and associates of the Group are disclosed in Note 1 to the consolidated financial
statements.
The consolidated net profit attributable to the equity holders of the Company for the year ended 31
December 2013 was VND1,954,188 million (2012: VND994,024 million).
During the year, the Company completed the second distribution of dividends in cash for 2012 to
the shareholders at the rate of 10% of par value of shares, amounting to VND419,053 million, in
accordance with Resolution No. 13/NQHP-2013 dated 21 August 2013 of the Company’s Board of
Management.
There are no significant post balance sheet events that need to be adjusted or disclosed in the
consolidated financial statements.
Auditors
The auditors of the Company and the Group are KPMG Limited.
The Board of Directors is responsible for the consolidated financial statements which give a true
and fair view of the Group’s consolidated financial position, results of operations and cash flows
for the year ended 31 December 2013. In preparing the consolidated financial statements, the
Board of Directors is required to:
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 Group and to
ensure that the accounting records comply with Vietnamese Accounting Standards, the Vietnamese
Accounting System and the relevant statutory requirements applicable to financial reporting. The
Board of Directors is also responsible for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
The Board of Directors confirms with the Company’s Board of Management and shareholders that
they have complied with the above requirements in preparing the consolidated financial statements.
We hereby approve the accompanying consolidated financial statements for the year ended 31
December 2013. These consolidated financial statements give a true and fair view of the
consolidated financial position of the Group as at 31 December 2013 and of their consolidated
results of operations and their consolidated cash flows for the year then ended in accordance with
the Vietnamese Accounting Standards, the Vietnamese Accounting System and the relevant
statutory requirements applicable to financial reporting.
Hanoi,
Hanoi, 15 March 2014
Inventories
Tài sản ngắn hạn khác 150140 8 8,029,575,289,191
230.395.439.770 6,822,077,238,740
237.922.255.306
Inventories
Chi phí trả trước ngắn hạn 151141 8,064,854,889,451
42.122.793.350 6,847,996,509,051
37.412.808.587
Allowance
Thuế giá trịfor
giainventories
tăng được khấu trừ 152149 (35,279,600,260)
127.795.589.569 (25,919,270,311)
141.403.013.965
Thuế và các khoản khác phải thu
Other
Ngân current
sách Nhàassets
nước 154150 9 230,395,439,770
34.144.629.790 237,922,255,306
32.413.440.414
Short-term
Tài sản ngắnprepayments
hạn khác 158151 42,122,793,350
26.332.427.061 37,412,808,587
26.692.992.340
Deductible value added tax 152 127,795,589,569 141,403,013,965
Taxes and other receivables from State
Treasury 154 9 34,144,629,790 32,413,440,414
Other current assets 158 26,332,427,061 26,692,992,340
Các thuyết minh đính kèm là bộ phận hợp thành của báo cáo tài chính hợp nhất này
The accompanying notes are an integral part of these consolidated financial statements 6
6
2012 AUDITED CONSOLIDATED FINANCIAL STATEMENTS
2013 ANNUAL REPORT 67
Công ty Cổ phần Tập đoàn Hòa Phát
Bảng cân đối kế toán hợp nhất tại ngày 31 tháng 12 năm 2013 (tiếp theo)
Investment
Các khoảnproperty
đầu tư tài chính dài hạn 250240 14.213 62,002,294,764
21.255.298.806 66,519,066,085
26.218.497.620
ĐầuCost
tư vào công ty liên kết 241
252 88,066,912,353
5.553.170.441 88,066,912,353
5.809.369.255
ĐầuAccumulated depreciation
tư dài hạn khác 242
258 (26,064,617,589)
15.702.128.365 (21,547,846,268)
20.409.128.365
Long-term
Tài sản dàiinvestments
hạn khác 250
260 14.2 380.858.246.946
21,255,298,806 26,218,497,620
394.091.242.174
Investments in associates
Chi phí trả trước dài hạn 252 15
261 5,553,170,441
326.428.533.088 5,809,369,255
327.676.686.308
Other long-term investments
Tài sản thuế thu nhập hoãn lại 258
262 16 15,702,128,365
54.344.805.858 20,409,128,365
47.988.208.522
Tài sản dài hạn khác 268 84.908.000 18.426.347.344
Other long-term assets 260 380,858,246,946 394,091,242,174
Long-term
Lợi prepayments
thế thương mại 261
269 17 15 326,428,533,088
572.856.921.038 327,676,686,308
852.077.072.664
Deferred tax assets 262 16 54,344,805,858 47,988,208,522
Other long-term assets 268 84,908,000 18,426,347,344
TỔNG TÀI SẢN (270 = 100 + 200) 270 23.076.377.862.689 19.015.763.461.546
Goodwill 269 17 572,856,921,038 852,077,072,664
Các thuyết minh đính kèm là bộ phận hợp thành của báo cáo tài chính hợp nhất này
The accompanying notes are an integral part of these consolidated financial statements 7
7
HOA PHAT GROUP
68 WWW.HOAPHAT.COM.VN
Hoa Phat Group Joint Stock Company
Consolidated balance sheet as at 31 December 2013 (continued)
Form B 01 – DN/HN
31/12/2013 31/12/2012
Code Note VND VND
RESOURCES
TOTAL RESOURCES
440 23,076,377,862,689 19,015,763,461,546
(440 = 300 + 400 +439)
The accompanying notes are an integral part of these consolidated financial statements
8
2012 AUDITED CONSOLIDATED FINANCIAL STATEMENTS
2013 ANNUAL REPORT 69
Hoa Phat Group Joint Stock Company
Consolidated statement of income for the year ended 31 December 2013
Form B 02 – DN/HN
2013 2012
Code Note
VND VND
The accompanying notes are an integral part of these consolidated financial statements
9
HOA PHAT GROUP
70 WWW.HOAPHAT.COM.VN
Hoa Phat Group Joint Stock Company
Consolidated statement of cash flows for the year ended 31 December 2013
(Indirect method)
Form B 03 – DN/HN
2013 2012
Code Note
VND VND
The accompanying notes are an integral part of these consolidated financial statements
10
2012 AUDITED CONSOLIDATED FINANCIAL STATEMENTS
2013 ANNUAL REPORT 71
Hoa Phat Group Joint Stock Company
Consolidated statement of cash flows for the year ended 31 December 2013
(Indirect
Hoa Phatmethod - continued)
Group Joint Stock Company
Consolidated statement of cash flows for the year ended 31 December 2013
Form B 03 – DN/HN
(Indirect method - continued)
2013 2012
Code Note Form B 03 VND
– DN/HN
VND
2013 2012
Code Note
CASH FLOWS FROM FINANCING ACTIVITIES
VND VND
Proceeds from equity issued to
minority
CASH shareholders
FLOWS FROM FINANCING ACTIVITIES31 620,000,000 -
Proceeds from reissuance of
Proceedsshares
treasury from equity issued to 31 - 100,459,025,089
minority shareholders
Proceeds from short-term and 31 620,000,000 -
Proceeds from reissuance
long-term borrowings of 33 18,941,877,013,166 18,070,024,211,394
treasury shares
Payments to settle loan principals 31
34 -
(17,672,451,806,682) 100,459,025,089
(18,188,281,993,321)
Proceeds from
Payments short-term and
of dividends 36 (420,496,176,570) (361,790,013,578)
long-term borrowings 33 18,941,877,013,166 18,070,024,211,394
Payments to settle loan principals 34 (17,672,451,806,682) (18,188,281,993,321)
Net cash flows
Payments from financing activities
of dividends 40
36 849,549,029,914
(420,496,176,570) (379,588,770,416)
(361,790,013,578)
The accompanying notes are an integral part of these consolidated financial statements
11
HOA PHAT GROUP
The accompanying notes are an integral part of these consolidated financial statements
72 WWW.HOAPHAT.COM.VN
11
Hoa Phat Group Joint Stock Company
Notes to the consolidated financial statements for the year ended 31 December 2013
Form B 09 – DN/HN
These notes form an integral part of and should be read in conjunction with the accompanying
consolidated financial statements.
1. Reporting entity
Hoa Phat Group Joint Stock Company (“the Company”) is incorporated as a joint stock company in
Vietnam. The consolidated financial statements of the Company for the year ended 31 December
2013 comprise the Company and its subsidiaries (together referred to as the “Group”) and the
Group’s interest in associates. The principal activities of the Company and its subsidiaries are as
follows:
Office leasing;
Financial investments;
Integrated investment and construction of infrastructures, industrial zones and urban zones;
Manufacturing of furniture for offices, households and schools;
Timber production and processing;
Manufacturing of mechanical products (mainly construction machinery, office desks, chairs
and cabinets);
Leasing machines, equipment and motor vehicles;
Dealing in automobiles, motorbikes, equipment, parts for transport and mining sectors,
transport vehicles;
Production and trading of construction and mining machineries;
Dealing in electrical, electronic appliances, optical and medical equipment;
Production, trading, assembly, installation, repair and maintenance of electrical, electronic,
electrical refrigeration and civil electrical appliances and air-conditioners;
Production and trading of raw materials and plastic products;
Advertisement;
Civil and industrial construction;
Exploitation of sand, stones and gravel;
Production, trading and assembly of furniture products and construction equipment;
Real estate trading (excluding land price consultancy);
Domestic and foreign investment advisory (excluding law advisory);
Production and trading of non-ferrous metal and non-ferrous metal scraps;
Trading and export and import of steel and supplies for steel making and rolling;
Production of rolled steel products and roofing sheets;
Exploitation of metal ores;
Trading metals, metal ores, iron and steel scraps;
Making cast iron and steel, and casting cast iron, iron and steel;
Production of plated and non-plated steel tubes and inox tubes;
Rendering sports and gymnastics services (training, competition organisation, athlete transfer);
Building and renting sports practice ground and competition ground; and
Entrusted export-import activities.
WWW.HOAPHAT.COM.VN
No. Tier 1 - subsidiaries Principal activities 31/12/2013 31/12/2012
1 Hoa Phat Equipment & Producing construction equipment, trading construction machinery and 99.72% 99.72%
Accessories Co., Ltd equipment, exploiting small and medium-sized minerals.
2 Hoa Phat Furniture JSC Producing and trading various kinds of furniture. 99.60% 99.60%
3 Hoa Phat Steel Pipe Co., Ltd Producing and trading various kinds of steel pipes. 99.89% 99.86%
4 Hoa Phat Refrigeration Producing and trading various kinds of refrigerant equipment. 99.67% 99.67%
Engineering Co., Ltd
5 Hoa Phat Urban Development & Civil and industrial construction, development of real estate for sales and 99.67% 99.67%
Construction JSC lease, leasing houses and offices, investing in and building technical
infrastructure.
6 Hoa Phat Trading Co., Ltd Export, import and trade steel, construction materials, furniture, air- 99.00% 99.00%
conditioners, washing machines, refrigerators.
7 Hoa Phat Steel JSC Producing steel, iron, exploiting iron ores, exploiting and collecting lignite; 99.99% 85.00%
wholesaling metals and metal ores; producing, trading coke coal.
8 An Thong Mineral Investment Exploring, exploiting, processing, importing and exporting minerals (mainly 99.96% 99.96%
JSC iron ores).
9 Golden Gain Vietnam JSC Real estate trading. 84.95% 84.95%
10 Hoa Phat Energy JSC Producing and wholesaling coke coal, exploiting and collecting coal; 99.89% 99.89%
producing refined petroleum products; wholesaling metals and metal ores;
and trading various kinds of coal.
11 Hoa Phat Steel One Member Co., Producing steel, iron, wholesaling metals and metal ores. 100% 100%
Ltd
12 Hoa Phat Mining JSC Exploiting and collecting lignite; exploiting ores of iron, aluminium, other 99.80% 99.80%
rare ores; exploiting stone, sand, gravel, clay; producing coke coal, gypsum,
lime, nonferrous metals and rare metals; casting iron and nonferrous metals.
13
Hoa Phat Group Joint Stock Company
Notes to the consolidated financial statements for the year ended 31 December 2013 (continued)
Form B 09 – DN/HN
Indirect ownership and
voting rights of the Group
No. Tier 2 - subsidiaries Principal activities 31/12/2013 31/12/2012
Subsidiaries of Hoa Phat Equipment & Accessories Co. Ltd
1 Hoa Phat Mining & Construction Producing and trading construction and mining machines; producing 100% 99.72%
Machinery Manufacturing Co., Ltd engines and turbines.
2 Hoa Phat Mechanical Repairing and producing mechanical products; leasing machines, 99.90% 99.62%
Manufacturing Co., Ltd equipments and vehicles.
75
76
Hoa Phat Group Joint Stock Company
Notes to the consolidated financial statements for the year ended 31 December 2013 (continued)
Form B 09 – DN/HN
Indirect ownership and
voting rights of the Group
No. Tier 2 - subsidiaries Principal activities 31/12/2013 31/12/2012
Ownership and
voting rights of the Group
No. Associates Principal activities 31/12/2013 31/12/2012
1 Hoa Phat – SSG Mining JSC Exploiting and collecting lignite; exploiting nonferrous ores; rendering 38% 38%
mining support services and producing coke coal, lime, gypsum.
2 Yen Phu Investment and Mineral Mining and ores of iron exploiting; producing coke coal; producing 50% 50%
JSC iron, steel, exploiting and collecting lignite, peat and bauxite.
As at 31 December 2013, the Group had 9,701 employees (31/12/2012: 8,084 employees).
15
Hoa Phat Group Joint Stock Company
Notes to the consolidated financial statements for the year ended 31 December 2013
(continued)
Form B 09 – DN/HN
2. Basis of preparation
2.1 Statement of compliance
The consolidated financial statements have been prepared in accordance with Vietnamese
Accounting Standards, the Vietnamese Accounting System and the relevant statutory requirements
applicable to financial reporting.
Under the purchase method, the assets and liabilities of the acquired entity are consolidated using
their fair values. Cost of acquisition consists of the aggregate fair value, at the date of exchange, of
assets given, liabilities incurred or assumed, and equity instruments issued by the Group. Goodwill
represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the acquired entity. When the excess is
negative, it is recognised immediately in profit or loss. Where fair value is not available, the Group
uses net book value based on historical cost concept to account for the assets and liabilities of the
acquired entity based on the Ministry of Finance official guidance letter to the Group.
Transaction costs that the Group incurred in connection with business combinations included any
costs directly attributable to the combination, such as professional fees paid to accountants, legal
advisers, valuers and other consultants to effect the combination. Transaction costs are capitalised
into the cost of business combination. General administrative costs and other costs that cannot be
directly attributed to the particular combination being accounted for are not included in the cost of
the combination; they are recognized as an expense when incurred.
(b) Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities. In
assessing control, potential voting rights that currently are exercisable are taken into account. The
financial statements of subsidiaries are included in the consolidated financial statements from the
date that control commences until the date that control ceases.
(e) Associates
Associates are those entities in which the Group has significant influence, but not control, over the
financial and operating policies. Associates are accounted for using the equity method. The
consolidated financial statements include the Group’s share of the income and expenses of
associates, after adjustments to align the accounting policies with those of the Group, from the date
that significant influence or joint control commences until the date that significant influence ceases.
When the Group’s share of losses exceeds its interest an associates, the carrying amount of that
interest (including any long-term investments) is reduced to nil and the recognition of further losses
is discontinued except to the extent that the Group has an obligation or has made payments on
behalf of the associates.
All foreign exchange differences are recorded in the consolidated statement of income, except when
they relate to the construction of tangible fixed assets or the translation of foreign currency
monetary items during the Company’s subsidiaries’ pre-operating stages, in which case they are
recorded in the Foreign exchange difference account in equity until the subsidiaries commence
operations and the tangible fixed assets are put into use. Once the subsidiaries commence
operations and the tangible fixed assets are put into use, the related foreign exchange gains are
transferred to the Unearned revenue account and foreign exchange losses are transferred to the
Long-term prepayment account. The gains and losses are then amortised on a straight line basis
over five years.
Foreign exchange differences are accounted for in accordance with Vietnamese Accounting
Standard No. 10 – The effects of changes in foreign exchange rates and Circular 179/2012/TT-BTC
dated 24 October 2012 issued by the Ministry of Finance providing regulation on recognition,
measurement and treatment of foreign exchange differences by enterprises.
Foreign currency differences arising from the translation of foreign operations are recognised in the
consolidated balance sheet under the caption “Foreign exchange differences” in equity.
3.4 Investments
Investments are stated at cost. An allowance is made for reductions in investment values if market
value of the investment falls below cost or if the investee has suffered a loss. The allowance is
reversed if the subsequent increase in recoverable amount can be related objectively to an event
occurring after the allowance was recognised. An allowance is reversed only to the extent that the
investment’s carrying amount does not exceed the carrying amount that has been determined if no
allowance had been recognised.
Allowance for doubtful debts is established for amount of outstanding receivables at the balance
sheet date which are overdue more than 6 months or are doubtful of recovery. Increases and
decreases to the allowance for doubtful debts balance are recorded as general and administration
expense account in the consolidated statement of income.
3.6 Inventories
Inventories are stated at the lower of cost and net realisable value.
Net realisable value is the estimated selling price of inventory items, less the estimated costs of
completion and selling expenses.
Allowance for inventories is established for the estimated losses arising due to the impairment of
value (through diminution, damage or obsolescence) of inventories owned by the Group, based on
appropriate evidences of impairment available at the balance sheet date. Increases and decreases to
the allowances for inventories balance are recorded as cost of goods sold account in the
consolidated statement of income.
Cost is determined on a weighted average basis and includes all costs incurred in bringing the
inventories to their present location and condition.
Cost in the case of finished goods and manufactured work in progress includes raw materials, direct
labour and attributable production overheads.
(a) Cost
Tangible fixed assets are stated at cost less accumulated depreciation. The initial cost of a tangible
fixed asset comprises its purchase price, including import duties and any directly attributable costs
of bringing the asset to its working condition for its intended use. Expenditure incurred after
tangible fixed assets have been put into operation, such as repair, maintenance and overhaul cost, is
charged to the consolidated statement of income in the year in which the cost is incurred. In
situations where it can be clearly demonstrated that the expenditure has resulted in an increase in
the future economic benefits expected to be obtained from the use of tangible fixed assets beyond
their originally assessed standard of performance, the expenditure is capitalised as an additional
cost of tangible fixed assets.
(b) Depreciation
Depreciation is computed on a straight-line basis over the estimated useful lives of tangible fixed
assets. The estimated useful lives are as follows:
buildings 5 – 50 years
office equipment 3 – 12 years
machinery and equipment 2 – 25 years
motor vehicles 4 – 10 years
others 3 – 10 years
those granted by the State for which land use payments are collected;
those acquired in a legitimate transfer; and
rights to use leased land obtained before the effective date of Land Law (2003) for which
payments have been made in advance for more than 5 years and supported by land use rights
certificate issued by competent authority.
Land use rights are stated at cost less accumulated amortisation. The initial cost of land use rights
comprise the value of the rights as stated in the purchase price and any directly attributable costs
incurred in conjunction with securing the land use rights. For land use rights with definite useful
lives, amortisation is computed on a straight-line basis over 15 to 46 years. No amortisation is
provided for land use rights with indefinite useful lives.
(b) Software
Cost of acquiring new software, which is not an integral part of the related hardware, is capitalised
and treated as an intangible asset. Software cost is amortised on a straight-line basis over 2 to 6
years.
(a) Cost
Investment property is stated at cost less accumulated depreciation. The initial cost of an
investment property comprises its purchase price, construction cost and any directly attributable
expenditures of bringing the property to the condition necessary for it to be capable of operating in
the manner intended by management. Expenditure incurred after the investment property has been
put into operation, such as repairs and maintenance, is charged to the consolidated statement of
income in the year in which the expenditure is incurred. In situations where it can be clearly
demonstrated that the expenditure has resulted in future economic benefits in excess of the
originally assessed standard of performance of the existing investment property, the expenditure is
capitalised as an additional cost of the investment property.
(b) Depreciation
Depreciation is computed on a straight-line basis over the estimated useful lives of investment
property. The estimated useful lives are as follows:
buildings 3 – 49 years
Exploration and evaluation costs are capitalised as long as the Group’s right of tenure to the area of
interest is current and active and significant exploration activities in the area of interest are
continuing and there are indicators that future economic benefits will flow to the Group.
Exploration and evaluation costs that do not satisfy the above criteria are written off in the year in
which they are incurred, except as follows:
At such time as exploration and evaluation procedures have sufficiently progressed to permit the
determination of the existence of economically recoverable reserves:
Exploration and evaluation costs that are expected to be recouped by successful development
and exploitation of the area are capitalised until commencement of commercial operations and
thereafter amortised in the statement of income over the expected commercial duration of the
project.
Exploration and evaluation costs in respect of which exploration and evaluation procedures
determine that economically recoverable reserves do not exist are written off.
3.12 Goodwill
Goodwill arises on the acquisition of subsidiaries and associates. Goodwill is measured at cost less
accumulated amortisation. Cost of goodwill represents the excess of the cost of the acquisition over
the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities of the acquirees. If the fair value of the net assets which the Group acquired from
subsidiaries and associates exceeds the purchase price, the surplus will be recorded in the
consolidated statement of income during the year. Goodwill is amortised on a straight-line basis
over 4 - 10 years. In respect of equity accounted investees, the carrying amount of goodwill is
included in the carrying amount of the investment.
During the year, the Group revised the amortisation period of goodwill arisen from the acquisition
of Golden Gain Vietnam JSC in previous years from 10 years to 4 years to more accurately reflect
the period the Group realises the economic benefits from this acquisition. The effect on the
amortisation charge for the year was to increase the amortisation expense by VND148,338 million.
3.14 Provisions
A provision is recognised if, as a result of a past event, the Group 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 settle 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.
It is considered by management as held for trading. A financial asset is considered as held for
trading if:
Upon initial recognition, it is designated by the Group as at fair value through profit or loss.
Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable
payments and a fixed maturity that the Group has the positive intention and ability to hold to
maturity, other than:
those that the Group upon initial recognition designates as at fair value through profit or loss;
those that the Group designates as available-for-sale; and
those that meet the definition of loans and receivables.
that the Group intends to sell immediately or in the near term, which are classified as held for
trading, and those that the Group on initial recognition designates as at fair value through profit
or loss;
that the Group upon initial recognition designates as available-for-sale; or
for which the Group may not recover substantially all of its initial investment, other than
because of credit deterioration, which are classified as available-for-sale.
Upon initial recognition, it is designated by the Group as at fair value through profit or loss.
The above described classification of financial instruments is solely for presentation and disclosure
purpose and is not intended to be a description of how the instruments are measured. Accounting
policies for measurement of financial instruments are disclosed in other relevant notes.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at
the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet method, providing for temporary differences
between the carrying amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amounts of assets and liabilities using the tax
rates enacted or substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits
will be available against which the temporary difference can be utilised. Deferred tax assets are
reduced to the extent that it is no longer probable that the related tax benefit will be realised.
3.17 Revenue
4. Segment reporting
A segment is a distinguishable component of the Group that is engaged either in providing related
products or services (business segment) or in providing products or services within a particular
economic environment (geographical segment), which is subject to risks and rewards that are
different from those of other segments. The Group’s primary format for segment reporting is based
on business segments. The Group comprises the following main business segments:
Production and trading of various kinds of steel: refining steel; casting steel, iron; trading and
import-export of steel, steel-producing machinery and equipment; production of industrial steel
including steel sheet, hot rolled steel, cold rolled steel, steel pipe, steel scrap; production and
trading of steel pipes; production of steel string machinery;
Manufacturing of furniture and refrigeration products: producing and trading various kinds of
interior furniture and refrigerant products;
Construction and development of real estates: civil construction, industrial construction, trading
of real estate under its ownership or lease from others; leasing houses, offices and investing in
construction of infrastructure; and
Energy and exploring and exploiting minerals: Exploring, exploiting, refining, processing,
import-export of minerals, mainly iron ores; production and wholesales of coke coal, exploiting
and collecting fossil coal; producing refined oil products; production, transmission, distribution
of electricity; wholesales of metals and metal ores and trading of various kinds of coals.
27
4. Segment reporting
A segment is a distinguishable component of the Group that is engaged either in providing related
products or services (business segment) or in providing products or services within a particular
economic environment (geographical segment), which is subject to risks and rewards that are
different from those of other segments. The Group’s primary format for segment reporting is based
on business segments. The Group comprises the following main business segments:
Production and trading of various kinds of steel: refining steel; casting steel, iron; trading and
import-export of steel, steel-producing machinery and equipment; production of industrial steel
including steel sheet, hot rolled steel, cold rolled steel, steel pipe, steel scrap; production and
trading of steel pipes; production of steel string machinery;
Manufacturing of furniture and refrigeration products: producing and trading various kinds of
interior furniture and refrigerant products;
Construction and development of real estates: civil construction, industrial construction, trading
of real estate under its ownership or lease from others; leasing houses, offices and investing in
construction of infrastructure; and
Energy and exploring and exploiting minerals: Exploring, exploiting, refining, processing,
import-export of minerals, mainly iron ores; production and wholesales of coke coal, exploiting
and collecting fossil coal; producing refined oil products; production, transmission, distribution
of electricity; wholesales of metals and metal ores and trading of various kinds of coals.
Trading of
Production and construction Furniture & Energy and mining Consolidated
trading of steels machinery refrigerators Real estates exploration Elimination total
VND VND VND VND VND VND VND
For the year ended 31 December 2013
Net external revenue 14,644,765,632,684 261,223,153,267 1,900,062,537,069 1,425,038,532,460 703,202,295,051 - 18,934,292,150,531
Net inter-segment revenue 6,328,048,795,292 97,386,033,526 66,960,224,790 8,317,676,895 2,692,425,506,263 (9,193,138,236,766) -
Segment net operating profits 2,655,988,753,812 47,266,481,354 314,532,590,352 301,866,652,851 632,243,154,264 (1,590,104,175,481) 2,361,793,457,152
Net profit after tax 2,516,774,279,331 40,028,459,149 248,633,692,604 231,637,199,753 560,498,417,015 (1,587,136,645,083) 2,010,435,402,769
28
Trading of
Production and construction Furniture & Energy and mining Consolidated
trading of steels machinery refrigerators Real estates exploration Elimination Total
WWW.HOAPHAT.COM.VN
As at 31 December 2013
Segment assets 21,861,336,872,015 267,428,224,910 1,387,681,607,248 3,616,561,415,557 4,527,137,556,499 (8,589,320,983,981) 23,070,824,692,248
Investments in associates 5,553,170,441 - - - - - 5,553,170,441
29
Hoa Phat Group Joint Stock Company
Notes to the consolidated financial statements for the year ended 31 December 2013 (continued)
Form B 09 – DN/HN
Trading of
Production and construction Furniture & Energy and mining Consolidated
trading of steels machinery refrigerators Real estates exploration Elimination total
VND VND VND VND VND VND VND
For the year ended 31 December 2012
Net external revenue 13,209,200,217,416 240,731,985,407 1,736,495,943,515 447,425,123,385 1,192,998,623,261 - 16,826,851,892,984
Net inter-segment revenue 6,147,123,638,135 50,980,760,137 114,555,229,689 7,067,553,532 2,077,511,267,928 (8,397,238,449,421) -
Segment net operating profits 1,288,929,557,607 24,879,678,480 216,664,888,253 146,082,675,511 188,115,471,516 (660,868,893,479) 1,203,803,377,888
Net profit after tax 1,209,209,195,601 31,888,215,563 180,363,582,228 116,784,394,560 176,049,898,874 (683,789,857,309) 1,030,505,429,517
91
92
Hoa Phat Group Joint Stock Company
Notes to the consolidated financial statements for the year ended 31 December 2013 (continued)
Form B 09 – DN/HN
Trading of
WWW.HOAPHAT.COM.VN
trading of steels machinery refrigerators Real estates exploration Elimination total
VND VND VND VND VND VND VND
As at 31 December 2012
Segment assets 17,563,949,492,469 328,480,484,003 1,176,468,555,095 3,380,847,120,331 3,892,550,239,550 (7,332,341,799,156) 19,009,954,092,292
Investments in associates 5,809,369,254 - - - - - 5,809,369,254
31
Hoa Phat Group Joint Stock Company
Notes to the consolidated financial statements for the year ended 31 December 2013
(continued)
Form B 09 – DN/HN
5. Business combination
On 30 September 2013, the Group received the transfer of additional 11.99% of share capital and
corresponding voting rights of Hoa Phat Steel JSC, a subsidiary of the Group. Accordingly, the
Group’s share interest and voting rights in this subsidiary increased from 88% (*) to 99.99%.
(*) Prior to the acquisition, the Group increased its shareholdings in this subsidiary from 85% to
88% through share capital contribution during the year.
The acquisition had the following effects on the Group’s assets and liabilities on acquisition date:
Recognised value on
acquisition of the additional
share capital of
Hoa Phat Steel JSC
VND
Based on the official guidance letter from the Ministry of Finance to the Group, when the Group
was not able to determine the net fair value of the identifiable assets, liabilities and contingent
liabilities of the acquiree, the Group had used the net carrying amounts of the assets and liabilities
of the acquiree to determine the goodwill arising from acquisition.
2,125,322,390,697 1,294,493,700,487
34,778,986,769 292,729,021,071
(*) Included in the other short-term receivables as at 31 December 2012 was VND264,000 million
paid for the purchase of shares in a subsidiary of the Group from a shareholder of this subsidiary.
In 2013, this receivable was fully recovered.
449,759,238,679 448,979,590,000
(**) The entrusted investment represents the amount the Group invested in Vinaconex-Viettel Urban
Development JSC based on the entrustment agreement with Hoa Phat A Chau Real Estate Joint
Stock Company. All responsibilities, risks and losses as well as benefits of the investment
belong to Hoa Phat - A Chau Real Estate Joint Stock Company. This amount is corresponding
to the amount of entrusted investment being recorded in other long-term liabilities (Note 21).
8. Inventories
31/12/2013 31/12/2012
VND VND
8,064,854,889,451 6,847,996,509,051
Allowance for inventories (35,279,600,260) (25,919,270,311)
8,029,575,289,191 6,822,077,238,740
34,144,629,790 32,413,440,414
WWW.HOAPHAT.COM.VN
Buildings Office equipment equipment Motor vehicles Others Total
VND VND VND VND VND VND
Cost
Opening balance 1,700,374,671,936 26,709,863,664 4,522,170,700,065 277,416,748,034 3,276,394,568 6,529,948,378,267
Additions 19,584,753,617 3,271,461,283 52,464,482,945 23,528,663,665 - 98,849,361,510
Transfer from construction in progress 628,032,928,378 680,475,681 4,546,642,287,516 31,835,085,115 - 5,207,190,776,690
Disposal of a tier 2 - subsidiary (3,710,182,000) (27,465,146) (2,760,825,000) - - (6,498,472,146)
Disposals and written off (1,814,271,939) (566,717,764) (13,304,201,710) (16,171,138,298) - (31,856,329,711)
Reclassifications (*) (582,705,600) (6,513,276,665) (34,814,524,704) (508,290,391) (70,476,190) (42,489,273,550)
Other movements (178,462,214) (726,018,911) (3,802,214,841) 52,715,946 (2,577,475,716) (7,231,455,736)
Accumulated depreciation
Opening balance 355,159,198,420 16,007,842,508 1,734,039,330,101 125,940,075,411 3,034,336,977 2,234,180,783,417
Charge for the year 138,238,743,284 3,953,106,188 533,993,101,025 34,265,299,121 158,971,238 710,609,220,856
Disposal of a tier 2 - subsidiary (896,173,802) - (2,235,497,723) - - (3,131,671,525)
Disposals and written off (1,280,148,872) (505,971,158) (5,637,447,543) (10,718,488,840) - (18,142,056,413)
Reclassifications (*) (628,291,600) (4,814,333,234) (29,462,981,356) (253,448,550) (70,476,190) (35,229,530,930)
Other movements 129,959,067 (673,662,291) (1,795,623,255) (36,384,029) (2,494,389,363) (4,870,099,871)
Included in the cost of tangible fixed assets were assets costing VND787,029 million which were fully depreciated as of 31 December 2013 (31/12/2012:
VND561,513 million), but still in active use.
35
Hoa Phat Group Joint Stock Company
Notes to the consolidated financial statements for the year ended 31 December 2013
(continued)
Form B 09 – DN/HN
At 31 December 2013, tangible fixed assets with a carrying value of VND6,967,473 million
(31/12/2012: VND3,068,910 million) were pledged with banks as security for loans granted to the
Group.
(*) The reclassification represents net book value of existing fixed assets’ cost which do not meet
one of the criteria for recognition as fixed assets as regulated in Article 3 of Circular 45, i.e.
costing VND30 million or more. These assets are reclassified to Long-term prepayments and
Short-term prepayments.
Accumulated amortisation
Opening balance 19,654,677,272 1,549,200,334 875,783,630 22,079,661,236
Charge for the year 4,250,963,046 617,747,692 200,863,396 5,069,574,134
Disposals and written off - (16,055,000) - (16,055,000)
Reclassifications (*) - (279,695,833) - (279,695,833)
At 31 December 2013 intangible fixed assets with a carrying value of VND96,265 million
(31/12/2012: VND68,955 million) were pledged with banks as security for loans granted to the
Group.
(*) The reclassification represents net book values of existing fixed assets’ cost which do not meet
one of the criteria for recognition as fixed assets as regulated in Article 3 of Circular 45, i.e.
costing VND30 million or more. These assets are reclassified to Long-term prepayments and
Short-term prepayments.
31/12/2013 31/12/2012
VND VND
133,570,569,419 2,545,104,717,735
During the year, borrowing costs capitalised into construction in progress amounting to
VND152,512 million (2012: VND54,390 million).
Accumulated depreciation
Opening balance 21,547,846,268
Charge for the year 4,516,771,321
The Group’s investment property represents the workshops and factories for rent in Pho Noi A
Industrial Park, Giai Pham Commune, Yen My District, Hung Yen Province, Vietnam and certain
floors for rent of the building at 257 Giai Phong Street, Hai Ba Trung District, Hanoi, Vietnam.
At the reporting date, the fair value of the Group’s investment property has not been determined as
there is no active market for such property.
21,255,298,806 26,218,497,620
31/12/2013 31/12/2012
VND VND
5,553,170,441 5,809,369,255
31/12/2013 31/12/2012
VND VND
5,553,170,441 5,809,369,255
31/12/2013 31/12/2012
VND VND
15,702,128,365 20,409,128,365
(***) These were long-term equity investments with the percentage of equity owned less than
20%.
(****) This was an unsecured loan which bore interest at rate of 1% per annum.
Opening balance 6,008,458,928 38,347,260,521 2,320,599,767 22,227,718,177 47,389,000,881 59,888,316,321 41,952,428,261 1,175,474,764 58,701,078,187 49,666,350,501 327,676,686,308
Additions 286,467,008 67,878,779,900 3,246,667,872 - 8,000,000 - 1,001,511,059 - 2,774,183,453 6,689,873,214 81,885,482,506
Transfer from
construction in
progress - 6,218,456,803 - - - - 738,735,901 - 19,444,220,316 3,990,806,700 30,392,219,720
Reclassifications (*) - 2,862,404,233 - - - - - - - 90,714,326 2,953,118,559
Written off - (39,447,919) - - - - - - - - (39,447,919)
Amortisation for the
year (5,478,439,017) (55,205,664,757) (1,631,908,486) (7,255,696,431) (2,916,733,843) (3,905,806,577) (1,840,460,727) (1,175,474,764) (8,068,608,816) (28,960,732,668) (116,439,526,086)
Other movements - 9,800,849,281 - - - - - - - (9,800,849,281) -
Closing balance 816,486,919 69,862,638,062 3,935,359,153 14,972,021,746 44,480,267,038 55,982,509,744 41,852,214,494 - 72,850,873,140 21,676,162,792 326,428,533,088
At 31 December 2013, long-term prepayments with a carrying value of VND38,955 million (31/12/2012: VND40,014 million) were pledged with banks as security for
loans granted to the Group.
(*) Reclassification from fixed assets represents the net book value of existing fixed assets’ cost which do not meet one of the criteria for recognition as fixed assets,
i.e. costing VND30 million or more, as regulated in Article 3 of Circular 45. These assets were reclassified from tangible and intangible fixed assets during the
year (Note 10 and Note 11). The remaining net book values of these assets are amortised on a straight line basis over their remaining estimated useful lives, but
not exceeding three years.
40
31/12/2013 31/12/2012
VND VND
54,344,805,858 47,988,208,522
17. Goodwill
An Thong Hanoi Hanoi
Mineral Investment Transportation and Duc Long Hoa Yen Duc Tien
Investment Hoa Phat Golden Gain Hoa Phat and Service trading services JSC Viet Packing Mining JSC Mining JSC Co., Ltd.
JSC Energy JSC Vietnam JSC Mining JSC JSC (*) (*) Co., Ltd. (**) (***) (***) (***) Total
VND VND VND VND VND VND VND VND VND VND VND
Cost
Opening balance 350,232,527,609 206,244,396,684 355,059,967,828 34,014,618,203 74,526,572,949 89,496,114,296 29,824,917,043 88,314,041,292 2,783,778,959 5,787,962,619 1,236,284,897,482
Disposal of a tier 2
- subsidiary - - - - - - - - - (5,787,962,619) (5,787,962,619)
Closing balance 350,232,527,609 206,244,396,684 355,059,967,828 34,014,618,203 74,526,572,949 89,496,114,296 29,824,917,043 88,314,041,292 2,783,778,959 - 1,230,496,934,863
Accumulated amortisation
Opening balance 125,499,988,264 53,279,802,476 94,613,880,817 5,493,761,115 31,227,656,241 21,225,665,458 18,392,032,184 32,490,816,564 440,765,002 1,543,456,697 384,207,824,818
Amortisation for
the year 35,023,252,757 20,624,439,668 183,844,296,714 3,401,461,820 7,483,024,675 9,524,404,637 5,964,983,409 8,831,404,128 278,377,896 48,233,022 275,023,878,726
Disposal of a tier 2
– subsidiary - - - - - - - - - (1,591,689,719) (1,591,689,719)
Other movements - - - - (1,599,231,341) 1,599,231,341 - - - - -
Closing balance 160,523,241,021 73,904,242,144 278,458,177,531 8,895,222,935 37,111,449,575 32,349,301,436 24,357,015,593 41,322,220,692 719,142,898 - 657,640,013,825
(*) These are subsidiaries of Golden Gain Vietnam JSC. As at 31 December 2012, they were subsidiaries of Hoa Phat Urban Development and Construction JSC.
(**) This is a subsidiary of Hoa Phat Equipment & Accessories Co., Ltd.
(***) These are subsidiaries of Hoa Phat Mining JSC.
42
5,743,559,817,748 4,850,248,888,636
At 31 December 2013, short-term borrowings include borrowings in VND and USD with carrying
amounts of VND4,812,292 million and VND711,586 million (31/12/2012: VND2,952,060 million
and VND1,469,132 million), respectively.
At 31 December 2013, the short-term borrowings in VND and USD with the carrying amounts of
VND4,486,590 million and VND399,663 million (31/12/2012: VND1,651,050 million and
VND961,392 million), respectively, are secured by certain inventories, trade receivables and fixed
assets of the Group and a number of Hoa Phat Group Joint Stock Company (“HPG”) shares owned
by a number of the members of the Board of Management of the Company. The remaining short-
term borrowings were unsecured.
The borrowings denominated in VND and USD bore interest at rates ranging from 4% to 9.5%
(2012: 4% to 17%) per annum and 1.6% to 6% (2012: 3% to 7%) per annum, respectively during
the year.
387,853,096,459 209,932,737,460
345,447,630,212 332,804,558,333
31/12/2013 31/12/2012
VND VND
2,045,822,283,922 105,794,771,676
(*) These were the amounts net of value added tax received from customers in accordance with
the payment schedule to purchase apartments from the Group.
514,930,691,650 1,620,487,869,471
(**) The entrusted investment received represents the amount the Group received from Hoa Phat
A Chau Real Estate Joint Stock Company to invest in Vinaconex-Viettel Urban Development
JSC (Note 7).
22. Provisions
Movement of provisions during the year were as follows:
Warranties
VND
The provision for warranties relates mainly to goods sold and services rendered during the years
ended 31 December 2013 and 31 December 2012. The provision is based on estimates derived from
historical warranty data associated with similar products and services.
2,051,505,031,426 1,884,764,924,203
Repayable within twelve months (Note 18) (219,681,425,090) (429,056,378,363)
2,051,505,031,426 1,884,764,924,203
(a) The long-term bank borrowings are secured by certain inventories, fixed assets and long-term
prepayments of the Group. In addition, some of these long-term borrowings are also secured
by some HPG shares, land use rights and assets of a subsidiary to be formed in the future, a
real estate of a member of the Board of Management of the Company and the mining rights of
a subsidiary and all plants, machineries and equipment to be formed in the future at these
mines.
(b) The borrowings from an individual which is a related party are unsecured.
(c) The bonds bore interest at the rate equal to 14.5% per annum for the first year commencing
from 21 July 2010 and the sum of the reference interest rate (an average derived from four
quotations for 12-month VND saving deposit rate payable in arrears provided by Transactions
Centres in Hanoi of four major banks (namely, Joint Stock Bank for Investment and
Development of Vietnam, Joint Stock Commercial Bank for Foreign Trade of Vietnam,
Vietnam Joint Stock Commercial Bank for Industry and Trade and Vietnam Bank for
Agriculture and Rural Development) as at the Interest Fixing Date annually plus 3.5% per
annum). The bonds were fully repaid in 2013.
WWW.HOAPHAT.COM.VN
Share Foreign exchange Financial
capital Capital surplus Other capital Treasury shares differences reserve Retained profits Total
VND VND VND VND VND VND VND VND
Balance at 1 January 2012 3,178,497,600,000 2,257,862,350,000 313,613,480,000 (150,970,558,021) 5,594,607,014 269,337,278,874 1,539,869,803,156 7,413,804,561,023
Share capital issued 313,613,480,000 - (313,613,480,000) - - - - -
Treasury shares reissued - (50,511,532,932) - 150,970,558,021 - - - 100,459,025,089
Net profit for the year - - - - - - 994,024,322,436 994,024,322,436
Appropriation to financial reserve - - - - - 30,471,197,332 (30,471,197,332) -
Appropriation to bonus and
welfare funds - - - - - - (60,973,138,627) (60,973,138,627)
Fund utilisations - - - - - (9,130,386,122) - (9,130,386,122)
Dividends 698,414,250,000 - - - - - (1,047,625,358,000) (349,211,108,000)
Members of Supervising Board and
Board of Management allowances - - - - - - (2,646,000,000) (2,646,000,000)
Other movements - - - - (1,173,375,909) (563,784,388) 544,999,307 (1,192,160,990)
47
Hoa Phat Group Joint Stock Company
Notes to the consolidated financial statements for the year ended 31 December 2013
(continued)
Form B 09 – DN/HN
Shares in circulation
Ordinary shares 419,052,533 4,190,525,330,000 419,052,533 4,190,525,330,000
All ordinary shares have a par value of VND10,000. Each share is entitled to one vote at meetings
of the Company. Shareholders are entitled to receive dividend as declared from time to time. All
ordinary shares are ranked equally with regard to the Company’s residual assets. In respect of
shares bought back by the Company, all rights are suspended until those shares are reissued.
26. Dividends
During the year, the Company completed the second distribution of dividends in cash for 2012 to
the shareholders at the rate of 10% of par value of shares, amounting to VND419,053 million, in
accordance with Resolution No. 13/NQHP-2013 dated 21 August 2013 of the Company’s Board of
Management.
2013 2012
VND VND
Total revenue
Sales of finished goods 17,564,294,359,178 16,544,777,846,020
Services rendered 264,267,154,127 137,763,116,377
Land rental 72,593,851,920 64,847,616,600
Construction contract - 1,559,667,271
Sales of apartments 1,299,078,812,857 373,125,679,999
19,200,234,178,082 17,122,073,926,267
265,942,027,551 295,222,033,283
15,650,540,636,204 14,341,642,566,494
276,278,618,993 164,624,612,181
(*) On 31 January 2013, Hoa Phat Mining JSC, a tier 1 – subsidiary of the Group, disposed its
shareholdings in Duc Tien Company Limited (“Duc Tien Co., Ltd”).
The disposal had the following effects on the Group’s assets and liabilities at the disposal date:
528,408,903,958 585,024,105,173
199,104,247,497 210,272,300,024
Net book value of disposed and written off fixed assets 13,289,515,039 53,325,542,178
Costs of electricity, water sold and services rendered 135,129,274,388 105,586,225,602
Compensation paid and payables to others 4,354,203,398 22,614,020,434
Other expenses 13,464,318,578 13,803,250,882
166,237,311,403 195,329,039,096
390,183,260,599 168,282,075,477
(6,214,468,936) 19,417,835,660
2,736,930,115,848 1,348,022,113,497
Tax losses utilised (11,144,642,716) (58,729,817,637)
In which:
Income tax payable 315,239,777,566 124,017,842,930
Over-payment of income tax (14,086,226,322) (14,567,433,831)
The Company’s subsidiaries have obligations to pay the State Treasury income tax at the rate in
accordance with the enacted tax regulations.
On 19 June 2013, the National Assembly passed the amended and supplemented Corporate Income
Tax (“CIT”) Law, according to which the Company has an obligation to pay the standard CIT rate
22% from 2014 and 20% from 2016.
Issued ordinary shares at the beginning of the year (*) 419,052,533 344,980,178
Effect of dividends paid in the form of shares - 69,841,425
Effect of treasury shares reissued during the year - 1,848,618
(*) As at 31 December 2012, the issued ordinary shares included 31,361,348 ordinary shares
issued for dividend payment.
4,663 2,386
(a) Overview
The Group has exposure to the following risks from its use of financial instruments:
credit risk;
liquidity risk; and
market risk.
This note presents information about the Group’s exposure to each of the above risks, the Group’s
objectives, policies and processes for measuring and managing risk.
The Company’s Board of Management oversees how management monitors compliance with the
Group’s risk management policies and procedures and reviews the adequacy of the risk
management framework in relation to the risks faced by the Group.
The Group’s risk management policies are established to identify and analyse the risks faced by the
Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions
and the Group’s activities. The Group, through its training and management standards and
procedures, aims to develop a disciplined and constructive control environment in which all
employees understand their roles and obligations.
3,788,282 2,776,512
HOA PHAT GROUP
116 WWW.HOAPHAT.COM.VN 55
Hoa Phat Group Joint Stock Company
Notes to the consolidated financial statements for the year ended 31 December 2013
(continued)
Form B 09 – DN/HN
Based on historic default rates, the Group management believes that apart from the amount
provided for as per below, no further allowance for doubtful debts is necessary in respect of the
outstanding trade and other receivables at the reporting date.
The aging of trade and other receivables at the year end is as follows:
31/12/2013 31/12/2012
VND million VND million
1,279,434 1,264,648
Movements in the allowance for doubtful debts during the year were as follows:
31/12/2013 31/12/2012
VND VND
At the reporting date, the financial liabilities with fixed or determinable payments have the
following contractual maturities including the estimated interest payments:
31 December 2012
Trade and other
payables 1,954,685 1,954,685 1,954,685 - - -
Borrowings 6,305,958 7,019,474 5,226,872 772,634 816,067 203,900
The Group manages its ability to meet the expected operational expenses and servicing its debts by
investing its cash surpluses in term deposits and maintaining several bank facilities from some
domestic banks.
The Group’s exposure to currency risk is managed by keeping the exposure to an acceptable level
by buying or selling foreign currencies at spot rates when necessary to address short-term over-
exposures.
31/12/2013 31/12/2012
USD USD
(96,510,963) (105,530,806)
The followings are the significant exchange rates applied by the Group:
Exchange rate as at
31/12/2013 31/12/2012
Below is an analysis of the possible impact on the consolidated profit before tax of the Group, after
taking into account the current level of exchange rates and the historical volatility as well as market
expectations as at 31 December. This analysis assumes that all other variables, in particular interest
rates, remain constant and ignores any impact of forecasted sales and purchases:
Effect to consolidated
profit before tax
VND
31 December 2013
USD (2% strengthening against VND) (40,775,881,868)
31 December 2012
USD (4% strengthening against VND) (88,033,798,365)
The opposite movement of the currencies would have the equal but opposite effect to the
consolidated profit before tax of the Group.
Carrying amount
31/12/2013 31/12/2012
VND million VND million
(3,999,087) (3,503,516)
A change of 1% per annum in interest rate would have increased or decreased the consolidated
profit before tax of the Group by VND13,459 million (2012: VND14,546 million). This analysis
assumes that all other variables, in particular foreign currency rates, remain constant.
31/12/2013 31/12/2012
Carrying Carrying Fair
amount Fair value amount value
VND VND VND VND
million million million million
Cash and cash equivalents, trade and other receivables and short-term non-derivative financial
assets and liabilities
The fair value of cash and cash equivalents, trade and other receivables and short-term non-
derivative financial assets and liabilities approximates the carrying value due to the short-term
nature of these financial instruments. The fair value of the instruments is determined for disclosure
purpose only.
39. Commitments
39.1 Capital expenditure commitment
At the reporting date, the Group had the following outstanding capital expenditure commitments
approved but not provided for in the consolidated balance sheet:
31/12/2013 31/12/2012
VND VND
511,029,000,000 1,995,396,082,221
112,142,033,858 73,606,416,245
On 28 November 2013, the Government issued Decree No. 203/2013/ND-CP (“Decree 203”)
regulating the method for calculation of fees and the rates of fees for issuance of mineral mining
rights which became effective from 20 January 2014. According to Article 7 of Decree 203, the
prices applied in calculation of mining right fees shall be determined based on the taxable natural
resource prices announced by the respective Provincial People’s Committees. To date, the People’s
Committees of the provinces where the Group’s current mine sites are located, have not provided
detailed guidance on the method for calculation of mining right fees for some of the minerals that
the Group is mining. Accordingly, the mining right fees on the mineral reserves could not presently
be determined.