Vietnam Enterprise Investments Ltd.

VIETNAM ENTERPRISE INVESTMENTS LIMITED Strategic Report Governance Financial Statements CONTENTS Key Information Founder’s Statement Why Vietnam? Chair’s Statement The Portfolio Manager’s Team Portfolio Manager’s Commentary Company Overview Investment Approach ESG & Climate Change Corporate Governance Statement Audit and Risk Commiee Report Directors’ Remuneration Report Board of Directors Report of the Board of Directors Independent Auditors’ Report Statement of Financial Position Statement of Comprehensive Income Statement of Changes in Equity Statement of Cash Flows Notes to the Financial Statements 3 4 6 8 10 11 14 17 18 Shareholder Information Company Information Contact Glossary 21 39 43 44 48 51 55 56 57 58 59 94 95 96 2 Vietnam Enterprise Investments Limited - Annual Report 2024 Key Information The investment objective of the Company is to achieve medium-to-long-term capital appreciation of its assets. Objective • Asset Allocation: VEIL seeks to achieve its investment objective by investing in companies primarily operating in, or with signiﬁcant exposure to, Vietnam. • Portfolio Composition: Focus on equity securities listed on the HOSE, HNX, and UPCoM markets but may also include unlisted equity securities and listed or unlisted debt securities or loan instruments. • Under normal market conditions, it is expected that VEIL will be substantially fully invested in investments meeting its investment policy. • Borrowing Policy: Permits borrowings up to 20% of NAV for capital ﬂexibility. Summary of Investment Policy VEIL does not formally benchmark against any index but seeks to outperform the Vietnam Index (VN Index) on a three-year rolling basis. Benchmark Capital Structure For more details, visit www.veil.uk Website Shares Outstanding 184,733,753 Net Assets US$1.8bn Discount to NAV 21.2% shares as of 31 December 2024 31 December 2024 31 December 2024 18.1% 31 December 2023 1 Year 3 Years 5 Years 10 Years VEIL USD VNINDEX USD 12.2 (20.3) 43.9 186.2 8.8 (20.3) 30.1 142.4 NAV NAV VEIL GBP VNINDEX GBP 14.3 (13.8) 52.4 256.4 10.8 (13.8) 37.6 201.6 Price 7.9 (26.0) 21.9 171.8 8.8 (20.3) 30.1 142.4 VEIL GBP VNINDEX GBP 9.9 (20.0) 29.0 238.1 10.8 (13.8) 37.6 201.6 1 Year 3 Years 5 Years 10 Years VEIL USD VNINDEX USD 12.2% US$9.73 US$1.8bn 2024 NAV Performance (US$) NAV/Share Total Net Assets As of 31/12/2024 Past performance is not a reliable indicator for current and future performance Performance Key Data Ho Chi Minh Stock Exchange (HOSE) is Vietnam’s largest and main bourse for listed companies. Hanoi Stock Exchange, (HNX) lists companies with less stringent listing requirements. Unlisted Public Company Market (UPCoM) is a platform for unlisted companies in the process of listing. 3 Vietnam Enterprise Investments Limited - Annual Report 2024 Vietnam’s next extraordinary chapter promises not just to elevate its status on the global stage, but to fundamentally redeﬁne the landscape of the nation. Founder’s Statement Dominic Scriven, OBE Non-Executive Director of VEIL A COMMENT FROM THE FOUNDER 2025 will mark 30 years for VEIL, launched in a shophouse next to a Pho noodle shop, a stone’s throw from the quay where Ho Chi Minh departed the then Saigon to create his nation in 1919. A dim but extant photo from 1995 shows an impossibly young version of the author, two years out of Hanoi University, opening a celebratory bole of Moet with our young, loyal, and enthusiastic band as we celebrate the birth of VEIL. In those days, according to the World Bank, GDP per capita was a paltry US$288 per person per year, a scarcely contemplatable level. There was no stock market, the US had only just released Vietnam from a trade embargo, and the ink on the ﬁrst Company Law was still wet. 30 years pass in a blink, a rush of quantum moments; so perhaps the reader will forgive a moment to take stock. That same World Bank has noted Vietnam delivering the fastest poverty reduction in its database; and indeed an end to poverty, stagnation and despair was the ﬁrst and overwhelming concern of all in the country, in the early nineties. The early return of land rights to farmers stimulated a food and soft commodity life raft, and Vietnam became a price- maker in many commodities. Meanwhile, clear and coherent policies soon created a buoyant FDI-led, export-oriented manufacturing base, which is now the envy of much of the ‘Global South’. A third leg was the stimulation of the country’s ever-ebullient private sector, as investors, employers, and consumers were unleashed. More recently, in a fourth iteration, we appear to have embarked upon an era of public-sector-led infrastructural growth, building upon and even exceeding the 30-year average GDP growth rate of 6.5%. This was the journey that VEIL was launched to explore. The fund remains, after 30 years, the very ﬂagship of the Dragon Capital stable and represents the fruits of all our lessons, our wins, and yes, our mistakes too. Our reputation and the trust of our valued shareholder register are all vested in VEIL. 30 years in the Vietnamese markets is quite a journey. From its inception on 31 July 2000, the Vietnam Index has been 100, 500, 200, 1,200, 600, 1,500, and around 1,200 (today), all in quick succession. But, and this is an important point, the patience of long term investors has been rewarded. Over that time, VEIL has delivered a compound annual return of 10.6% in US dollar terms, turning US$1 into nearly US$10, clearly a testament to investing in Vietnam’s economic growth and a rebual to those who doubt that ﬁnancial markets can reﬂect real GDP. At the same time, the initial capital of US$16.4mn has become US$1.8bn, making VEIL the largest active investor in Vietnam. “ VEIL is launched (1995) 4 Vietnam Enterprise Investments Limited - Annual Report 2024 Founder’s Statement And to the future: Most Vietnamese appear upbeat, enthused, and optimistic. The nation is now an acknowledged global player, from coﬀee to computer parts, textiles to tourism, and is a welcome guest at international partnership tables. In the investing world of VEIL, Vietnam’s citizens, with an average GDP/capita of US$4,700, are now streaming towards the country’s ﬁnancial markets, in need of alternatives to deposits and real estate; in need of pensions, investments, and wealth management. Meanwhile, after years of footplay, Vietnamese regulators have grasped the bit of the Emerging Market Upgrade, and it is now a function of execution, not debate, as to when this will occur. These two powerful catalytic forces will foster inﬂows to the markets through and beyond the year 2030, marked as the ﬁrst century of Vietnam’s founding Communist Party. The direction of travel is clear. We chose the name ‘Dragon’ because in one tale, it is the Dragon that gave birth to Vietnam and its people. Equally importantly, the Dragon as a symbol is the personiﬁcation of the Asian ‘Chi,’ the source of energy that perpetuates all life. This author is now 60+, but retains a wholehearted energy for the VEIL journey. We are now larger than that initial band that clustered around the Moet. VEIL is served by an investment manager of more than 200 people, covering all the disciplines, skillsets, and requirements of international portfolio management. May we express heartfelt gratitude to all our shareholders, directors, service providers and other stakeholders. May we also reinforce our own commitment to the engaging journey of this magniﬁcently forgiving nation as it celebrates ﬁfty years since Reuniﬁcication. Dominic Scriven, OBE Non-Executive Director of VEIL VEIL is listed on the London Stock Exchange (2016) The Dragon Capital team (2024) 5 Vietnam Enterprise Investments Limited - Annual Report 2024 Why Vietnam? MYANMAR CHINA LAOS THAILAND CAMBODIA MALAYSIA SINGAPORE INDONESIA VIETNAM SOUTH KOREA NORTH KOREA JAPAN PHILIPPINES BRUNEI Key Facts Legal system Civil law Literacy rate 96% Urbanisation ratio Female labour participation rate (19th globally) GDP composition Primary (agriculture, Secondary (industry and construction) Tertiary (services) Products taxes less subsidies on products Population million Capital Hanoi Percentage of the population under 35 >70% GDP billion 43.1 % US$ 476.3 35.7% 43.5% 9.0% Source: GSO, World Bank, IMF, UN 101.4 11.8% 72.4% Vietnam is the world’s 16th most populous country - once known as the Land of the Ascending Dragon, owing both to its shape and a legend in which a dragon rose up from the sea to the sky, generating a huge storm that formed the country’s mountains and rivers in its wake. Most popular surname Nguyen GDP/Capita US$4,700 6 Vietnam Enterprise Investments Limited - Annual Report 2024 0 50 100 15 0 200 250 300 Greece Kuwait Pakistan Vietnam Sri Lanka Colombia Romania Rising FDI Disbursement Rising FDI Disbursement Sustainable GDP Growth Sustainable GDP Growth China 1 2 a i d n I S U 3 4 a i s e n o d n I 5 l i z a r B 6 a i s s u R 7 n a p a J 8 o c i x e M 9 h s e d a l g n a B V ietnam 10 1 1 y e k r u T 2 1 y n a m r e G 3 1 s e n i p p i l i h P 4 1 K U 5 1 d n a l i a h T 2021 Daily i n c o m e of m o r e than US$20 2030 1 China 2 I n dia 3 U S 4 B r azil 5 I n do n esia 6 Russia 7 Japan 8 Germa n y 9 M e xi c o 10 T ur k e y 11 UK 12 Thaila n d 13 V ietnam 14 K o r e a 15 Philippi n es Rising Consumer Aﬄuence Rising Consumer Aﬄuence The world’s biggest consumer markets The world’s biggest consumer markets 0 1 2 3 4 5 6 7 8 9 10 14 15 16 17 18 19 20 21 22 23 24 0 2 4 6 8 10 12 14 16 18 20 22 24 26 14 15 16 17 18 19 20 21 22 23 24 % YoY % YoY SOURCE: GSO SOURCE: GSO Market Cap Leader Market Cap Leader US$ bn (31 December 2024) US$ bn (31 December 2024) SOURCE: Bloomberg SOURCE: Bloomberg EM countries EM countries Frontier countries Frontier countries 99 99 116 116 52 52 281 281 19 19 68 68 42 42 SOURCE: GSO SOURCE: GSO US$bn US$bn SOURCE: BROOKINGS INSTITUTE, HSBC SOURCE: BROOKINGS INSTITUTE, HSBC GDP growth has been strong over the past decade and averaged 6.5% per annum over the last 30 years. FDI disbursements have also risen steadily over the past decade, hiing US$25.4bn in 2024 (up 9.5% year-on-year) Vietnam is set to become the tenth largest global consumer market by 2030, overtaking the UK and Germany to become a high income nation by 2045. Increasing incomes and youthful demographics are quickly changing consumer habits. Vietnamese consumers are also now more discerning, with growing interest for “best” or “best value” rather than just “aﬀordable”. Vietnam’s equity market is not only signiﬁcantly larger than most frontier markets but also surpasses many emerging markets. By the end of 2024 , Vietnam’s stock market capitalisation had reached US$281bn, equivalent to 60% of GDP, a higher ratio than several neighbouring countries, including Indonesia. 7 Vietnam Enterprise Investments Limited - Annual Report 2024 Chair’s Statement In the year under review the Vietnam index (“VNI”) rose 12.1% in local terms, or 8.8% and 10.8% in US$ and GBP terms. VEIL’s net asset value (NAV) outperformed the VNI by 3.4%, rising 12.2% in US$ and 14.3% in sterling, although the share price rose 9.9% in sterling terms as the discount widened from 18.1% (29 December 2023) to 21.2% (31 December 2024) over the period. It was encouraging that the portfolio restructuring undertaken by the new lead fund manager Le Anh Tuan, who took over in February 2024, and the tighter investment process has resulted in improved relative performance over the calendar year. There is more detail in the Portfolio Manager’s Review that follows, where it explains how the diversiﬁcation of the portfolio to reduce stock speciﬁc risk and the increase in mid cap holdings has enhanced performance. Over the year the Board has put in place a number of other measures aimed at enhancing shareholder returns and increasing demand for the Company’s shares in order to reduce the discount. This was a more than threefold increase from the previous year and signiﬁcantly above the rise in buybacks across the investment trust industry as a whole. Buying back shares at a discount enhances the NAV of the shares and the estimated uplift to the company’s NAV was 1.8%. As at 29 April 2025, the Company had repurchased a further 4.8 million shares, 2.6% of the weighted average number of Ordinary Shares outstanding, since year-end. As part of its commitment to shareholder value, the Board has proposed a ﬁve-year performance-related 100% Conditional Tender Oﬀer. This will be triggered if VEIL’s net asset value (NAV) total return underperforms its reference index, currently the VN Index, over the period from 31 March 2025 to 31 March 2030. While the Board is conﬁdent in the Investment Manager’s ability to generate outperformance, this mechanism provides shareholders with the option to realise up to 100% of their holdings should performance fall short. If triggered, the tender oﬀer will be based on NAV less associated costs, ensuring fair treatment for both exiting and continuing shareholders. Discount Control Mechanisms VEIL undertakes an active share buyback programme and the Board has been concerned about the level of the discount, which has averaged just over 18.9% over the year. In part this has reﬂected challenging conditions for London-listed Investment trusts, which have resulted in a widening of discounts across the sector in recent years. Emerging and Frontier markets have also been out of favour, causing signiﬁcant selling of the Vietnamese market by foreigners. In 2024, the Company repurchased 16.3 million shares, representing 8.1% of the weighted average number of Ordinary Shares outstanding, at a total cost of US$121mn. Despite global headwinds, Vietnam’s economic fundamentals remain sound, and we believe the portfolio is well placed to beneﬁt from the country’s domestic growth potential. Sarah Arkle Independent Non-Executive Director – Chair of The Board “ Diversifying The Shareholder Base The Board is seeking to raise the proﬁle of the Company in an eﬀort to increase demand for its shares. The Company has upgraded the website, appointed a new PR ﬁrm, and the Manager has strengthened their marketing resource, including the appointment of a new product specialist in London. The Board has also introduced a US$ listing, alongside the Sterling quote with the aim of aracting new investors and diversifying the shareholder base. 8 Vietnam Enterprise Investments Limited - Annual Report 2024 Chair’s Statement Board Governance Gordon Lawson retired from the Board on 30 June 2024 and I took over his position as Chair. Entela Benz-Saliasi also retired from the Board on 30 November 2024. The Board would like to thank Gordon and Entela for their contributions to the Company over a number of years. The Board has increased its amount of direct consultation with shareholders. Charles Cade became Senior Independent Director in January 2025 and the Board has been refreshed with the appointment of Eddy Jetjirawat as of 1 March 2025. Eddy brings a wealth of investment experience across Asia and Vietnam from his time at Temasek, a Singaporean state-owned multinational investment ﬁrm. In light of a recent benchmarking exercise the Board will be reviewing Directors-fees in the second half of 2025. The strong economic growth, driven by infrastructure spending and a recovery in consumer demand against a backdrop of low inﬂation, looked set to continue for 2025. However President Trump’s recent introduction of very high tariﬀs has derailed the previously very positive economic outlook for Vietnam. Whilst Vietnam’s economic growth could come in signiﬁcantly lower than had been expected, the portfolio remains focused on strong companies that will beneﬁt from domestic growth and increased infrastructure spending as sentiment towards the economy and market returns. The closed end structure has meant that, against the recent sharp falls in markets, the Company has not had to be a forced seller of shares on the back of investor outﬂows. The Company beneﬁts from Dragon Capital’s well-resourced and experienced research team and the Company’s size will give it an advantage in sourcing aractive placements of stock and IPOs when they return to the market. Vietnam’s strong track record of adapting to external conditions, coupled with its commitment to supporting growth and its young, highly educated population should provide a solid foundation for the economy over the medium term. The Board monitors the discount at which the Company’s shares trade relative to their underlying net asset value and will continue to repurchase shares whilst the discount remains wide. The Board believes that the medium term objective should be for the discount to narrow to 10% or less and may consider further steps to meet this objective if it considers it in the best interests of shareholders to do so. There is, however, no guarantee that any steps the Board may undertake will have the eﬀect of narrowing the discount. The Directors remain cautiously optimistic about the medium-term outlook for Vietnam and would encourage shareholders to vote against the 5 yearly discontinuation vote, to be held at the AGM in London on 18 June 2025. Management Fee The Management Fee was reduced to a ﬂat rate of 1.5% with eﬀect from 1 July 2024, which is a lower and simpliﬁed fee structure. Outlook Over 2024 Vietnam’s economy delivered 7.1% GDP growth, one of the highest rates globally. This was supported by public investment, FDI inﬂows, and recovering consumer demand. Inﬂation remained within target at 3.6%, while a record US$24.2bn in FDI disbursement underscored continued investor conﬁdence. The Government, with its low debt to GDP level of 33-34% at the end of 2024, has pursued structural reforms to streamline bureaucracy, accelerate infrastructure projects, and modernise capital markets. If fully implemented, these initiatives are expected to improve long-term economic eﬀiciency and strengthen Vietnam’s investment landscape. Sarah Arkle Chair Vietnam Enterprise Investments Limited AGM Announcement The Annual General Meeting (AGM) of shareholders will be held at Stationers’ Hall, London, at 12:00 pm on 18 June 2025 followed by lunch. The Board encourages all shareholders to aend, as the AGM provides an opportunity to engage directly with the Directors and Investment Manager, discuss the Company’s performance, and ask any questions. The VEIL AGM will include a discontinuation vote. The Directors will be voting their own shares against discontinuation, and urge shareholders to do the same. 9 Vietnam Enterprise Investments Limited - Annual Report 2024 Lead Portfolio Manager • MA in Corporate Finance from the University of Economics Ho Chi Minh City. • Joined Dragon Capital in 2006 as Senior Analyst, became Co-Portfolio Manager of an SMA for a top Nordic Sovereign Wealth Fund from 2013, promoted to sole Portfolio Manager in 2016. • Appointed Lead Portfolio Manager of VEIL in 2024. Co-Portfolio Manager • BA in Money and Finance from Victoria University of Wellington, New Zealand, and earned her Executive MBA from the University of Hawaii in 2011. • Started as an auditor with Ernst & Young, joined Dragon Capital in 2007 as an analyst. • Promoted to Deputy Portfolio Manager of VEIL in 2014, Co-Portfolio Manager in 2024. Co-Portfolio Manager • 14 years of ﬁnance experience in Vietnam. • Educated in the UK, degree in Economics, Finance, and Management from Queen Mary, University of London. • Worked at VNDirect Securities and IPA Asset Management, joined Dragon Capital in 2014 as a Research Analyst, promoted to Co-Portfolio Manager in 2024. Tuan Le Anh THE PORTFOLIO MANAGER’S TEAM Thao Ngo Thanh Tuan Bui Minh 10 Vietnam Enterprise Investments Limited - Annual Report 2024 Portfolio Manager’s Commentary Company Ticker Sector Performance 2024FY (%) 31 December 2024 Weight 31 December 2023 Weight VEIL (%) VNI (%) Over / (Under) (%) VEIL (%) VNI (%) Over /(Under) (%) MOBILE WORLD MWG Consumer Discretionary 36.8 8.4 1.7 6.7 4.9 1.4 3.5 FPT CORPORATION FPT Information Technology 76.2 8.4 4.3 4.1 6.3 2.7 3.6 VP BANK VPB Financials (Banks) 0.4 7.2 2.9 4.3 9.2 3.4 5.8 ASIA COMMERCIAL BANK ACB Financials (Banks) 22.4 6.1 2.2 3.9 8.6 2.1 6.5 VIETCOMBANK VCB Financials (Banks) 8.2 6.0 9.8 (3.7) 6.9 9.9 (3.0) TECHCOMBANK TCB Financials (Banks) 52.3 5.4 3.3 2.0 3.4 2.5 1.0 HOA PHAT GROUP HPG Materials (0.1) 5.3 3.3 2.0 9.4 3.6 5.8 VIETINBANK CTG Financials (Banks) 32.8 4.9 3.9 1.0 1.9 2.9 (0.9) KHANG DIEN HOUSE KDH Real Estate 20.4 4.2 0.7 3.5 2.9 0.6 2.4 DUC GIANG CHEMICALS DGC Materials 20.9 3.8 0.9 3.0 1.6 0.8 0.8 SACOMBANK STB Financials (Banks) 25.7 3.4 1.3 2.0 1.7 1.2 0.6 MB BANK MBB Financials (Banks) 31.0 3.3 2.6 0.7 3.1 2.1 0.9 FPT RETAIL FRT Consumer Discretionary 65.2 3.3 0.5 2.8 0.0 0.3 (0.3) SAIGON SECURITIES INC SSI Financials (Diversiﬁed) (3.2) 3.1 1.0 2.1 3.0 1.1 2.0 BECAMEX BCM Real Estate 9.0 3.0 1.4 1.6 2.6 1.4 1.2 VINHOMES VHM Real Estate (11.8) 2.5 3.2 (0.6) 3.8 4.2 (0.4) PHU NHUAN JEWELRY PNJ Consumer Discretionary 10.6 2.0 0.6 1.4 2.6 0.6 2.0 MASAN GROUP MSN Consumer Staples (0.5) 1.5 1.9 (0.4) 1.7 2.1 (0.4) DAT XANH GROUP DXG Real Estate (23.2) 1.5 0.2 1.3 2.3 0.3 2.0 VINAMILK VNM Consumer Staples (4.9) 1.4 2.5 (1.2) 2.6 3.1 (0.5) VEIL Top 20 Holdings Economic Backdrop Vietnam’s political landscape remained stable in 2024, with General Secretary To Lam assuming oﬀice in August and seing an ambitious economic agenda. His administration has prioritised pro-growth policies. The centrepiece of this strategy is an expansive infrastructure plan, with public investment projected to reach US$31bn in 2025, targeting highways, airport expansions, and high-speed rail development. Perhaps the most profound shift in 2024 was the change in political dynamics, which ushered in a more proactive government. This has sparked optimism among local corporates, as reforms move forward in three key areas: restructuring ministries to improve eﬀiciency, accelerating infrastructure investment focusing on streamlining decision- making and execution, and prioritising technology as a catalyst for future growth. If these initiatives are successfully implemented, Vietnam could be on the cusp of a decade of rapid expansion, comparable to China in the 2010s, Thailand in the 2000s, and South Korea in the 1980s. If 2022 was a year of turmoil and 2023 one of stabilisation, then 2024 was the foundation for a new era of accelerated growth. GDP expanded by 7.1%, at the upper end of forecasts, supported by controlled inﬂation at 3.6%, well below the government’s 4.0–4.5% target. The current account surplus improved to US$20.7bn from US$17.4bn in 2023, and FDI disbursement hit a record US$24.2bn. A key macroeconomic challenge was FX depreciation of 5.1% over the year , driven by a strong US Dollar Index (DXY), which impacted currencies globally, including Vietnam. The Vietnam Index (VNI) started 2024 on the front foot, rallying 15% in the ﬁrst four months, becoming one of the world’s best- performing equity markets. However, momentum slowed, and the VNI eﬀectively moved sideways for the remainder of the year, closing up 8.8% in USD total return terms. Positive developments in capital markets included the long- awaited tackling of the pre-funding requirement for foreign investors, bringing Vietnam closer to Secondary Emerging Market reclassiﬁcation by FTSE Russell. Corporate earnings rebounded strongly after two years of contraction, with Dragon Capital’s Top-80 universe delivering EPS growth of 22.3% YoY, exceeding initial expectations. Listed equity earnings growth was broad- based across sectors, except for property, where earnings typically lag due to revenue recognition at project completion. Nonetheless, increased transaction volumes, absorption rates, and new launches all point to early signs of real estate recovery. A key challenge was the record-high combined foreign investor outﬂows of US$3.5bn from the equity market, driven by a strong DXY, high US Treasury yields, and rotation into US equities. This trend was not unique to Vietnam, with similar outﬂows across Emerging Markets (EM). There were also planned exits from strategic and private equity players, whose investment horizons in certain companies reached maturity. Nevertheless, it must be acknowledged that there has been a clear rotation from foreign investors away from Vietnam over the last two years. Consequently, foreign ownership of Vietnamese stocks on the Ho Chi Minh Stock Exchange hit the lowest level in the last ten years by the end of 2024 at 12.8%, down from a high of approximately 21% on in February 2020. Despite this, the domestic retail investor base, which accounts for over 90% of market trading, absorbed the outﬂows, supporting market stability. Stock Market 11 Vietnam Enterprise Investments Limited - Annual Report 2024 Portfolio Manager’s Commentary Continued Portfolio Restructuring VEIL’s investment themes remain anchored in Vietnam’s long-term growth drivers: banking (the backbone of economic development and 40% of the VNI), supply chain shifts, infrastructure development, urbanisation, and retail modernisation. Against this backdrop, we halved our steel exposure, increased our allocation to the retail sector, and focused on ﬁve key sectors: ﬁnancials, real estate, consumer discretionary, materials, and IT. Since my appointment as Lead PM in February 2024, we have actively restructured the portfolio, adding 13 new positions, fully exiting 5, and increasing allocations to 8 high-conviction names. This was funded by trimming 19 high-beta stocks. A signiﬁcant part of the new additions to the portfolio has been focused on high growth small-mid caps names. The combined weight of these 13 names was 9.1% of NAV and VEIL was overweight 5.5% in these companies compared to the benchmark’s weighting. Over the past two years, some of these smaller names represented the fastest growing sectors of the Vietnamese stock market such as logistics and brokerages. The impact has been signiﬁcant, with newly added and incremental investments into existing positions contributing 6.7% to overall performance in 2024. Performance and Aribution Analysis By Sector (%) By Asset Type Listed Equity Net Cash and Cash equivalents Unlisted Equity 95.8 2.3 1.8 Weight (%) Asset Type As of 31/12/2024 Asset Allocation VEIL VNI Financials - Banks Consumer Discretionary Financials - Diversiﬁed Consumer Staples Real Estate Materials Energy Information Technology Industrials Utilities Cash Others 5.59 9.03 4.73 1.46 8.70 12.65 8.10 3.85 3.69 40.36 1.72 0.97 4.23 8.07 2.06 9.46 14.94 3.90 5.24 13.23 36.19 1.84 VEIL’s Net Asset Value (NAV) increased by 12.2% in 2024, outperforming the VNI’s total return in USD terms by 3.4%. This strong performance brought VEIL to parity on a three year rolling basis and ahead of the VNI across all other time horizons on a cumulative basis since the inception of the VNI, aligning with its targeted outperformance over a three-year period. Despite the VNI trading within a tight range for most of the year, VEIL outperformed in every quarter, reﬂecting a more balanced portfolio positioned for the recovery themes of 2023-2024. VEIL has consistently been overweight in the IT sector via its holding in FPT (VEIL 8.4% vs VNI 4.3%) over the past 5 years. FPT, as a key representation of the IT sector, aracted strong investor conﬁdence as technology became a core focus of the government’s growth agenda. Its consistent earnings growth and strategic positioning reinforce its potential as a future ﬂagship stock in Vietnam’s market. The recovery in consumer discretionary spending led to a signiﬁcant rotation into the retail sector, increasing from 7.3% at the start of the year to 13.3% by year-end, an overweight of 3.7% compared to the VNI. Mobile World Group (MWG), where VEIL has an 8.4% weight (overweight by 6.7%), emerged as a major beneﬁciary. MWG’s grocery segment became the market leader domestically, and following a challenging 2023 where EPS declined by 96%, earnings rebounded 21.2x to pre- 2023 levels. MWG’s share price rose 36.8%, making it VEIL’s largest holding by year-end. Another high conviction name in the sector, FPT Retail (FRT, 3.3% in VEIL vs 0.5% in VNI) also performed exceptionally well, rising 73.5% after expanding its pharmacy chain Long Chau by 30% to 1,943 stores, making it Vietnam’s largest, and scaling up its vaccination network from 10 to 116 centres. Its share price was further supported by a capital-raising plan at Long Chau, unlocking additional value for the parent company. The banking sector, the largest in the VNI representing over 40% of the index, was underweight in VEIL’s portfolio at 35– 37% throughout the year, but careful stock selection drove 30 bps of alpha. Our overweight position in Techcombank (TCB), where VEIL has 5.4% compared to 3.4% in the VNI, was the top performer, rising 52.3%. TCB became the ﬁrst private, non- state-owned bank in Vietnam to surpass US$1bn in pre-tax earnings. VEIL’s underweight position in both of the largest banks in the VNI - Vietcombank (VCB, 8.2% in the VNI) and BIDV (BID, 5.0% in the VNI) - by 2.1% and 5.0% respectively, beneﬁted relative performance as both underperformed, rising 8.2% and 0.3%, respectively. However, VP Bank (VPB), one of VEIL’s largest bank holdings, in which it holds 7.2% vs. 2.9% in the VNI, saw its share price rise only 0.4% despite a 58.2% increase in net proﬁt. Foreign selling pressure, particularly a US$160mn net outﬂow from one of its major foreign shareholders, weighed on the stock, although its strategic placement with Sumitomo in 2023 positions it well to beneﬁt from Vietnam’s economic acceleration. 12 Vietnam Enterprise Investments Limited - Annual Report 2024 Portfolio Manager’s Commentary Continued Outlook The potential for tariﬀs under a second Trump administration has been widely discussed, but the proposed 46% tariﬀ rate is unexpectedly high and has caught many by surprise. While there may be room for negotiation toward a lower rate in the near future, the announcement has nonetheless impacted investment activities and import-export dynamics in Vietnam. In response, the Vietnamese government is accelerating eﬀorts to shift the economy toward more domestically driven growth, supported by public investment and proactive government policies, rather than relying heavily on external demand. In addition, a range of support packages is expected to be introduced to cushion the impact of a potential global trade war. Notwithstanding external challenges, Vietnam’s macroeconomic fundamentals remain strong, positioning the country well for the coming year. Inﬂation remains controlled, exports continue to grow at double-digit rates, and a robust trade surplus supports a strong current account position. Public debt remains low at just 37% of GDP, providing ample ﬁscal ﬂexibility. Over the past decade, Vietnam has consistently delivered annual GDP growth of 6.5–7.0%. The government is targeting GDP growth of 8% or higher in 2025, with ambitions for double- digit GDP growth from 2026 to 2030. These targets have now become more challenging since the US tariﬀ announcements, but the ongoing structural reforms should help provide the necessary framework to sustain the government’s 5-year plan from 2026 onward. For the equity markets, an upgrade for Vietnam to FTSE Secondary Emerging Market (EM) status is likely in 2025, with key barriers having been addressed, notably the pre- funding requirement for foreign investors. The inclusion of more Vietnamese ﬁrms in global indices will create a broader, more accessible market for both local and international investors. The government’s ambitious development plan has increased the demand for capital, both through private placements of listed companies and an anticipated new wave of IPOs over the next couple of years which will expand investment opportunities. Capital market transactions have been an historical strength for VEIL. The management team is identifying suitable transactions and unique opportunities that ﬁt into its long-term investment vision. The anticipated implementation of a new trading system and the introduction of a Central Counterparty Clearing service will further help enhance market eﬀiciency and liquidity. While the direction of foreign capital ﬂows remains diﬀicult to predict, these reforms are expected to increase domestic investor participation, a trend observed over the past four years. Early indicators suggest a potential turnaround in Vietnam’s real estate sector in 2025, supported by improving liquidity, policy measures to assist developers, and renewed demand in the residential segment. A recovery in real estate would beneﬁt both VEIL’s direct property holdings and its banking exposure, as banks are the primary providers of credit to developers and mortgage borrowers. Additionally, credit expansion driven by urbanisation and infrastructure development could further support growth in both sectors. In light of recent developments, we have revised down our earnings forecasts for the market, but still believe high single digit EPS growth should be achievable in 2025, puing Vietnam on an undemanding valuation relative to regional peers. We believe the VEIL portfolio is well placed to capture Vietnam’s potential growth, being almost exclusively focused on the domestic economy. With minimal direct portfolio exposure to the export-related sectors, there is a degree of insulation from the potential impact of new tariﬀs. With low public debt, political stability, and increasing infrastructure investment, Vietnam is well positioned to navigate the current period of uncertainty. We remain conﬁdent that the portfolio should be underpinned by strong economic fundamentals which should support its performance over the medium term. On the downside, the materials and resources sectors were a detractor to performance, with VEIL’s overweight position in steel producers aﬀected by weak output prices and concerns over trade protectionism in export markets. Despite reducing its exposure from 11.5% to 5.5%, VEIL remains overweight by 1.8% in the sector, believing that Vietnam’s infrastructure expansion will drive long-term demand. Hoa Phat Group (HPG), Vietnam’s biggest steel producer and a VEIL’s biggest holding at 5.3% vs 3.3% in the VNI, announced plans to establish a division for high-quality steel production for high-speed rail projects, aligning with the government’s infrastructure development agenda. The real estate sector, where VEIL holds 16.9% and remains overweight by 5.7%, underperformed, with investor sentiment remaining weak throughout 2024. Slow project launches, sluggish sales, and liquidity challenges persisted, leaving cash ﬂow tied up in unﬁnished developments. In consumer staples, VEIL’s underweight position in Vinamilk (VNM, 1.4% in VEIL vs 2.6% in VNI) and Sabeco (SAB, 0.0% in VEIL vs. 1.4% in VNI) contributed positively. 13 Vietnam Enterprise Investments Limited - Annual Report 2024 Company Overview and Strategy Investment Environment Vietnam Enterprise Investments Limited (“VEIL”) aims to achieve medium-to-long-term capital appreciation of its assets. Benchmark VEIL does not formally benchmark against any index but seeks to outperform the Vietnam Index (“VN Index”), a capitalisation-weighted index of all companies listed on the Ho Chi Minh City Stock Exchange (“HOSE”), on a three-year rolling basis. The VN Index is available on Bloomberg under “VNINDEX VN Equity.” Business Model VEIL was incorporated in the Cayman Islands on 20 April 1995 as an exempted company under the Companies Law (Revised), Cap. 22. It operates as a closed-end investment fund and is the longest-running and largest fund focused on Vietnam, primarily investing in listed and pre-IPO Vietnamese companies. On 5 July 2016, VEIL’s shares were admied to the premium segment of the Financial Conduct Authority’s (FCA) Oﬀicial List and began trading on the London Stock Exchange’s main market. On 18 July 2017, VEIL was included in the FTSE 250 Index. Investment Policy Asset Allocation VEIL seeks to achieve its investment objective by investing in companies primarily operating in, or with signiﬁcant exposure to, Vietnam. Whilst VEIL’s portfolio will reﬂect a focus on Vietnam, VEIL may also invest up to, in aggregate, 20 per cent. of Net Asset Value (“NAV”) at the time of investment, in companies operating in, or with signiﬁcant exposure to Cambodia and Laos. VEIL expects that the majority of the investments comprising the portfolio will be equity securities admied to trading on the Ho Chi Minh City Stock Exchange, the Hanoi Stock Exchange, the Unlisted Public Company Market (“UPCoM”) or on other stock exchanges. VEIL may, nonetheless, invest in unlisted equity securities and listed or unlisted debt securities or loan instruments. The companies in which VEIL will invest may have any market capitalisation and may operate in any industry. In respect of the debt securities in which VEIL may invest, these may be ﬁxed or ﬂoating rate and may have any credit rating or may be unrated. VEIL may seek exposure to securities directly or indirectly and VEIL may use derivatives for investment purposes and eﬀicient portfolio management. VEIL may invest in investment companies that have, as their main objective, a focus on investing in securities falling within the VEIL’s investment policy. 14 Vietnam Enterprise Investments Limited - Annual Report 2024 Investment Restrictions VEIL will observe the following investment restrictions in each case calculated at the time of investment: a) No more than 20 per cent. of the gross assets of VEIL may be exposed to the creditworthiness or solvency of a single counterparty; b) No more than 20 per cent. of the gross assets of VEIL may be invested in any one issuer; and c) No more than 40 per cent. (or, if higher, the relevant sector weight in the Vietnam Ho Chi Minh Stock Index, the “VN Index”, +5 per cent.) of the gross assets of VEIL may be invested in any one industrial sector. Borrowing VEIL is permied to borrow money and to charge its assets. VEIL will not have aggregate borrowings in excess of 20 per cent. of VEIL’s NAV at the time of borrowing. VEIL may borrow for the purposes of capital ﬂexibility, including for investment purposes. The Board will oversee the level of gearing in VEIL, and will review the position with the Investment Manager on a regular basis. Board Composition The Board supports diversity, appointing members based on qualiﬁcations, experience, and the need for balanced perspectives. As of 31 December 2024, the Board comprised ﬁve non-executive Directors, four of whom are independent. During the reporting period, Gordon Lawson (Independent Non-Executive Director) stepped down as part of the Board’s succession plan on 30 June 2024, and Entela Benz-Saliasi (Independent Non-Executive Director) resigned on 30 November 2024. Investments in other investment companies will not exceed 10 per cent. of NAV at the time of investment. VEIL does not intend to take legal or management control of any investee company. VEIL may also hold cash or other short-term investments such as commercial paper or certiﬁcates of deposit. Under normal market conditions, it is expected that VEIL will be substantially fully invested in investments meeting its investment policy. However, where considered prudent to do so (for example, in the event of a lack suitable investment opportunities or in times of falling markets or market volatility), VEIL’s portfolio may reﬂect a signiﬁcant weighting to cash or other short-term investments. Changes to Investment Policy No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution. In the event of a breach of the investment and borrowing restrictions set out in the investment policy, the Investment Manager shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notiﬁcation will be made to a Regulatory Information Service. The Board will oversee the level of gearing in VEIL, and will review the position with the Investment Manager on a regular basis. Company Overview and Strategy 15 Vietnam Enterprise Investments Limited - Annual Report 2024 The Articles of Association of the Company require it to oﬀer shareholders an opportunity to vote for the wind-up of the Company every ﬁve years, giving them an opportunity to decide on the ongoing operation of VEIL. In particular, the Company will put before the annual general meeting in June 2025 a Special Resolution to wind up the Company eﬀective 31 December 2027. Discontinuation Vote The Company is a member of the Association of Investment Companies (AIC), supporting best practices in governance and reporting. Membership Of The AIC Company Overview and Strategy On 7 March 2025, the Company announced that it proposed to introduce a ﬁve-year performance-related 100% conditional tender oﬀer. For more details, please refer to page 92. Subsequent Events 16 Vietnam Enterprise Investments Limited - Annual Report 2024 Investment Approach Investment Strategy Execution Portfolio Monitoring Objective: Consistent Performance Across Funds 01 02 03 Macro & Equity Rating Sector Rating Bo  om - Up Research Portfolio Simulation Portfolio Execution Portfolio Monitoring Stock Selection Market Regime Sector Allocation Technology Support : IRIS & IRISAI Step-by-Step Investment Process Single stock positioning vs. PM’s view and house view Sector positioning vs. PM’s view and house view Portfolio composition across beta level, market cap Sector Level Cluster Level Stock Level 01 02 03 CONSISTENCY AND RISK MANAGEMENT ACROSS MULTIPLE LAYERS Portfolio Monitoring What’s our house view on the market and macro-outlook? What are the risks? 1. Actionable plans for implementing PM’s strategy 2. Address the diﬀerence between portfolio & our house view What are the risk exposures and mitigation plan? Is the portfolio on track? What has gone right and wrong? Establish a top-down investment strategy based on macroeconomic trends, risk assessments, and market outlooks. This ensures the portfolio remains aligned with long-term growth drivers and risk-adjusted opportunities. Converting strategy into action. Select high-conviction stocks while managing risk and sector allocations. This disciplined execution ensures we capture opportunities while maintaining a balanced portfolio. Continuous tracking of portfolio performance, identifying risks and opportunities at the sector, cluster, and stock levels. This structured approach ensures alignment with market shifts and investment objectives. 17 Vietnam Enterprise Investments Limited - Annual Report 2024 ESG & CLIMATE CHANGE 18 Vietnam Enterprise Investments Limited - Annual Report 2024 01 02 03 CONSISTENCY AND Revamped ESG management system Climate related risk at portfolio level, focus on top ten companies that are impacted by ﬂooding Reporting and disclosure to be more concise and precise Scope of the Report This report has been prepared to disclose the ESG performance of VEIL over the year ended 31 December 2024. VEIL’s day-to-day operations are managed by Dragon Capital Group (“Dragon Capital” or “the Group”), which reports sustainability-related risks separately. This report therefore focuses on assessing the sustainability-related risks and opportunities associated with VEIL’s investment activities. The Board of Directors of VEIL (the “Board”) provides oversight of the sustainability reports prepared by the ESG Working Group, in alignment with its core responsible investment policy: “Dragon Capital seeks to optimise risk-adjusted performance by integrating ESG factors throughout the investment process and across its actively managed funds, comprising public equity and ﬁxed income funds.” 1. GOVERNANCE At VEIL, responsible investment is essential for our stakeholders and for the greater good of society. Our investment strategy is designed to maximise risk-adjusted returns and generate alpha, while also diligently assessing and addressing ESG and climate-related risks as part of our ﬁduciary duty to investors. This involves placing signiﬁcant emphasis on environmental, social, and governance factors in VEIL’s investment decisions, and integrating them throughout the investment process to optimise performance. VEIL recognises the interconnectedness of climate change, Green House Gas (GHG) emissions, and biodiversity loss, and is commied to addressing these global challenges as active, long-term investors. VEIL also encourages its investee companies to improve their sustainability practices and engage with policymakers to promote positive change. VEIL’s Commitment to Responsible Investment ESG Working Group’s 2024 Sustainability Priorities 2. STRATEGY AND RISK MANAGEMENT VEIL adhered to the same strategy and risk management approaches as those of Dragon Capital Group, as outlined in Dragon Capital Group’s Responsible Investment Report. The full report will be published on the Dragon Capital website in May 2025 at hps://www.dragoncapital.com/about/ responsible-investment/ . In 2024, a key milestone was the enhancement of the ESG management system, as depicted in the ﬂowchart below. Climate related risk at portfolio level, focus on the top ten companies that are impacted by ﬂooding Initial Screening E&S Risk Rating Governance Rating 2. Investment Decision Portfolio Management Monitoring & Reporting 1. Screen company business activities versus: - Exclusion list: from the International Finance Corporation (IFC) - Corporate governance test: Referred from EU SFDR 3. Asign Governance risk scores to each company Adoped standards: The Organisation for Economic Co-operation and Development (OECD) and Vietnamese laws 5. Regularly review the portfolio to evaluate an increase or decrease of positions. Assign E&S risk scores to each company. - Adopted Standards: IFC, United Nations Global Impact (UNGC) principles, Vietnamese laws - Referred standards: TCFD, SASB, SUSBA 4. Two ESG rules for making investment (in AMS) - The company must have ESG score - "Inadmissible" rate is not allowed to invest 6. Document all ﬁndings from the screening. Monitor closely investee companies and engage immediately on ESG issues. The Revamped ESG Management System ESG & CLIMATE CHANGE ESG & CLIMATE CHANGE Continued 19 Vietnam Enterprise Investments Limited - Annual Report 2024 3. METRICS AND TARGETS 3.1. ESG Performance in 2024 3.2. ESG Rating Distribution 2024 Targets Achievement Reference Achieved Section 4.2 below provides more details Achieved Section 4.3 below provides more details 3. Maintain WACI for VEIL lower than that of the VN Index (38% lower) Section 4.4 below provides more details The 2024 ESG management system has covered ﬁnancial sectors which helps VEIL to conduct screening and ESG analysis for every investment. Achieved Need Improvement 11% Average 22% Excellent 20% Excellent 20% Inadmissible 0% Medium Risk 17% High Risk 5% Low Risk 78% 20 40 60 Governance and business outlook Social Environment 45 companies (100%) 12 companies (27%) 15 companies (33%) 45 (100% holdings) Engagement on business outlook and governance Annual review of ESG Total Engagement by Topic 3.3. Active Ownership For details on engagement and proxy voting activities during the reporting period, as well as advocacy and engagement examples, please refer to the Dragon Capital – Responsible Investment Report. A summary of engagement statistics is provided below. 1. All investee companies have an ESG rating 2. Engage with top 10% of companies on climate risk 3. Maintain weighted average carbon Intensity (WACI) for VEIL lower than that of the VN Index The 2024 ESG management system covers the ﬁnancial sectors which helps Dragon Capital to conduct screening and ESG analysis for every investment. As set out and monitored by Dragon Capital’s ESG team: ESG & CLIMATE CHANGE Continued ESG & CLIMATE CHANGE Continued 20 Vietnam Enterprise Investments Limited - Annual Report 2024 3.4. Climate Related Risk 3.4.1 Physical Risk Assessment The physical risks were assessed in terms of direct ﬁnancial losses in USD across the portfolio, quantiﬁed as Climate Value at Risk (CVAR)—a measure of the potential decline in portfolio value due to climate-related physical risks. Two pie charts below illustrate the proportion of portfolio losses aributed to climate hazards for the years 2030 and 2050 under the BAU scenario. (Note: no asset-level mitigations are considered on this analysis) 12% 14% 5% 56% 13% River Flood Storm Surge Typhoon Rainfall Flood Extreme Heat 2030 Total Loss, US$107.9mn 12% 14% 6% 51% 17% River Flood Storm Surge Typhoon Rainfall Flood Extreme Heat 2050 Total Loss, US$130.0mn 3.4.2 Transition Risk Assessment Transition CVaR: the maximum amount of loss to be incurred if all the carbon emission scope 1 & 2 of VEIL’s portfolio is subjected to a carbon tax equally to EU ETS carbon price of US$73/tonne CO2 as of 31 December 2024. EU ETS carbon price is currently the highest value across the carbon markets worldwide. Total carbon emission scope 1 & 2 of VEIL portfolio 146,391 tonne CO2e Transition CVaR US$10.7 mn (0.60% of NAV) WACI for VEIL was calculated and compared against VN Index, and other MSCI indices. 260 245 199 123 0 100 200 300 MSCI EM Index MSCI EM Climate Change Index VNI VEIL tCO 2e /$M Revenue WACI of VEIL versus indices in 2024 4. FORWARD-LOOKING TARGET In 2025, VEIL will set three main targets for the portfolio as follows: (1) Ensure all investee companies have ESG assessment by the 2024 revamped ESG management system (2) Maintain a WACI for VEIL that is consistently lower than the VN Index. (3) Focus of Engagement with Companies: • Companies with an E&S rating “needs improvement”; and/or • Companies with potentially high ﬁnancial losses due to physical climate risks and/or • High-emission companies that do not disclose GHG emissions. Sources: • VEIL: Dragon Capital (as of 31 December 2024) through Intensel Ltd., platform • VNI: calculated by MSCI methodology (2022), and applied emission sector intensity from Intensel Ltd., platform • MSCI indices’ WACI as of December 2024 were derived from the number of base year in 2021 using the Decarbonisation Trajectory of Indices proposed in MSCI (2024) ESG & CLIMATE CHANGE Continued Introduction The Board of Directors of the Company (the “Board”) is commied to high standards of corporate governance and has put in place a framework for corporate governance which it believes is appropriate for a listed investment company. Compliance with Corporate Governance Codes The Board has considered the Principles and Provisions of the AIC Code of Corporate Governance (the “AIC Code”). The AIC Code addresses the Principles and Provisions set out in the UK Corporate Governance Code (the “UK Code”), as well as seing out additional Provisions on issues that are of speciﬁc relevance to the Company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the Financial Reporting Council (“FRC”), provides more relevant information to shareholders. It is the Board’s view that the Company has complied with the Principles and Provisions of the AIC Code during the year ended 31 December 2024. The AIC Code is available on the AIC website ( www. theaic.co.uk ). Table 1 at the end of this Corporate Governance Statement describes how the Board has applied the 17 Principles of the AIC Code in practice during the year ended 31 December 2024. UK Listing Rule 6.6.4 UK Listing Rule (“UKLR”) 6.6.4 requires the Company to include certain information in a single identiﬁable section of this annual report or a cross-reference table indicating where the information required in UKLR 6.6.1 is set out. The Boards conﬁrms that there are no disclosures to be made in this regard, other than in accordance with UKLR 6.6.1(4) and UKLR 6.6.1(5), the information of which is detailed in Note 10 to the Financial Statements (under “Directors’ fees”), and UKLR 6.6.1(9 ), the information of which is detailed under “Directors’ Interests in Contracts” in the Report of the Board of Directors. Section 172 of the UK Companies Act 2006 The Board is aware of the duty under Section 172 of the UK Companies Act 2006 for directors of UK companies to act in the way which they consider, in good faith, would be most likely to promote the success of the Company for the beneﬁt of its members as a whole and, in doing so, to have regard (amongst other maers) to: a. the likely consequences of any decision in the long-term; b. the interests of the company’s employees; c. the need to foster the company’s business relationships with suppliers, customers and others; d. the impact of the company’s operations on the community and the environment; e. the desirability of the company maintaining a reputation for high standards of business conduct; and f. the need to act fairly as between members of the company. (collectively, the “s.172 maers”). Section 172 of the UK Companies Act 2006 is not directly applicable to the Company as a non-UK company. However, in accordance with Provision 5 of the 2019 AIC Code, the Board is required to disclose how the s.172 maers have been considered in board discussions and decision-making. The Company maintains a long-term strategy with no employees. The Board and the Investment Manager have adequate and regular shareholder liaison. During the year ended 31 December 2024, the Board and the Investment Manager have taken steps to explicitly use the Company’s investments and inﬂuence to advocate for a low-carbon, environmentally sustainable and inclusive economy. This aims to deliver long-term sustainable returns through diﬀerent aspects including making beer decisions by systematically and explicitly integrating environmental, social and governance (“ESG”) factors into the investment process which aligns with the investment objectives of the Company. More information on the Company’s ESG management system, governance and strategy, and risk management can be found in the ESG & Climate report. Corporate Governance Statement 21 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Directors The Directors of the Company during the year ended 31 December 2024 and to the date of this annual report are found on the Report of the Board of Directors. The biographical details of the Directors are provided in the “Board of Directors” section of this annual report (pages 44 to 46) or the Company’s website ( hps:// www.veil.uk/ ). There are no Executive Directors on the Board. As at 31 December 2024, the Board consisted of ﬁve Non- executive Directors, four of whom were independent of the Investment Manager, whose individual knowledge and experience provide a balance of skills and expertise relevant to the Company, and it was considered that they commit suﬀicient time to the Company’s aﬀairs. The Chair of the Board, Sarah Arkle, is non-executive and independent of the Investment Manager. The Chair of the Board leads and ensures the eﬀectiveness of the Board in all maers relating to the Company, including receiving accurate and timely information. There is a clear separation of roles and responsibili - ties between the Chair of the Board, the Chairs of the various Board Commiees, the Directors as a whole, the Investment Manager and the Company’s other third-party service providers. Dominic Scriven O.B.E is a Director of Dragon Capital Group Limited, the ultimate parent of the Investment Manager, and also acts as the Chairman of the Dragon Capital group. Dominic Scriven O.B.E is, therefore, not considered to be independent of the Investment Manager. The Nomination and Remuneration Commiee is responsible for ensuring that the Board comprises the appropriate balance and composition of skills, experience, length of service, knowledge of the Company and diversity (including gender and ethnic diversity) as well as determining a fair and market- competitive compensation for members of the Board. As at 31 December 2024, two out of the ﬁve Board members originate from an Asian ethnic background (Vietnam and Singapore) and three out of the ﬁve Board members are female. Details of the individual board remuneration of Directors and their beneﬁcial interests in the Company as well as details of the Commiees and their composition are disclosed in this Corporate Governance Statement and the Directors’ Remuneration Report. New Directors are provided with an induction programme, which is designed and approved by the Board as a standard procedure. Following their appointment, the Chair of the Board reviews and agrees with new Directors their training and development needs covering speciﬁc Company maers as well as industry issues. The Board is supplied, via the Investment Manager and other service providers, with suﬀicient information to enable the Directors to discharge their duties. The Investment Manager, with the support of the Company’s Legal Advisers, provides the Board with regular updates on regulatory issues and on the latest corporate governance rules and regulations. 22 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Directors’ Duties and Responsibilities The Directors have adopted a set of Reserved Powers, which establish the key purpose of the Board and detail its major duties. These duties cover the following areas of responsibility: • Statutory obligations and public disclosure; • Strategic maers and ﬁnancial reporting; • Board composition and accountability to shareholders; • Risk assessment and management, including reporting, compliance, monitoring, governance and control; • Reviewing the portfolio, assessing strategy, assessing the performance and cost of service providers; • Acting as a point of contact for shareholders, independent of the Investment Manager; and • Other maers having material eﬀects on the Company. These Reserved Powers of the Board have been adopted by the Directors to demonstrate clearly the importance with which the Board takes its ﬁduciary responsibilities. The Reserved Powers of the Board also serve as an ongoing means of measuring and monitoring the eﬀectiveness of its actions. The Board meets at least quarterly. Each meeting is aended by representatives from the Investment Manager. Representatives from the Investment Manager also aend relevant Commiee meetings if requested by the relevant Commiee Chairs. Open and constructive debate and discussion is encouraged by the Chair of the Board and each Commiee’s Chair to ensure that the best interests of the shareholders and the Company are maintained. The Board has standing agenda items for its quarterly scheduled Board meetings and periodic Commiee meetings to review the Investment Manager’s performance, compliance, risk management, third party services and other maers relating to the operations and regulation of the Company. The standing agenda includes reviewing the portfolio performance, aribution analysis, contributors and detractors to performance, weightings and portfolio information including purchases and sales, risks, fees, ESG and climate change risk, as well as the macro economy and stock market outlook. The Board also performs a review of the share price performance, the discount and the share buyback policy, as well as credit facilities. The Board continuously monitors the Company’s share price discount to Net Asset Value (“NAV”) daily and exercises its right to buy back shares when the Board considers that it is in shareholders’ interests to do so. The Board sets the overall Company strategy and regularly reviews its progress to ensure that its goals and objectives are being met. All above maers are reviewed at each quarterly Board meeting with the Directors receiving updates from the Investment Manager, the Corporate Broker, the Legal Advisors and the Auditor. Charles Cade, Senior Independent Director of VEIL, speaking to prospective investors at the Master Investor Show 2024 23 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Board and Commiees Until 30 November 2024, there were four commiees: • Audit and Compliance Commiee • Risk Management Commiee • Management Engagement Commiee • Nomination and Remuneration Commiee The responsibilities of the four Commiees are described below. All members of the Commiees are independent. Dominic Scriven O.B.E is a Director of Dragon Capital Group Limited, the ultimate parent of the Investment Manager, and also acts as the Chairman of the Dragon Capital group. Dominic Scriven O.B.E does not participate in any Commiee. On 1 December 2024, the Audit and Compliance Commiee and the Risk Management Commiee was consolidated into a single Audit and Risk commiee. As of 31 December 2024, there were three commiees: • Audit and Risk Commiee • Management Engagement Commiee • Nomination and Remuneration Commiee Table 2 below describes the composition of each Commiee from 1 January 2024 to 30 June 2024, from 1 July 2024 to 30 November 2024 and from 1 December 2024 onwards. Until 30 June 2024 1 July 2024 – 30 November 2024 From 1 December 2024 Audit and Compliance Commiee Low Suk Ling (Chair) Charles Cade Sarah Arkle Low Suk Ling (Chair) Charles Cade Entela Benz-Saliasi - Risk Management Commiee Entela Benz-Saliasi (Chair) Vi Peterson Low Suk Ling Entela Benz-Saliasi (Chair) Vi Peterson Low Suk Ling - Audit and Risk Commiee - - Low Suk Ling (Chair) Vi Peterson Charles Cade Management Engagement Commiee Sarah Arkle (Chair) Gordon Lawson Charles Cade Charles Cade (Chair) Entela Benz-Saliasi Sarah Arkle Charles Cade (Chair) Low Suk Ling Sarah Arkle Nomination and Remuneration Commiee Vi Peterson (Chair) Entela Benz-Saliasi Gordon Lawson Vi Peterson (Chair) Sarah Arkle Vi Peterson (Chair) Sarah Arkle Table 2: Board Commiee Composition Audit and Compliance Commiee The Audit and Compliance Commiee was chaired by Low Suk Ling and comprises Charles Cade and Entela Benz-Saliasi as members until 30 November 2024. In 2024, the Audit and Compliance Commiee met three times. The Audit and Compliance Commiee monitored the integrity of the ﬁnancial statements of the Company, including its annual and half- yearly reports and ﬁnancial statements and addressing any signiﬁcant ﬁnancial issues. The Audit and Compliance Commiee also oversaw the process of identifying, assessing, and controlling the Company’s compliance with regulatory, internal controls and audit processes, including reviewing external auditor independence and performance. The Audit and Compliance Commiee managed conﬂicts of interest, evaluated internal audits and ensured the establishment of a whistleblowing policy for reporting possible misconduct. 24 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Audit and Risk Commiee From 1 December 2024, the Audit and Compliance Commiee and the Risk Management Commiee have been consolidated into the Audit and Risk Commiee. The Audit and Risk Commiee is chaired by Low Suk Ling and comprises Vi Peterson and Charles Cade as members. The Audit and Risk Commiee shall meet at least three times a year, or more often if required. The Audit and Risk Commiee has assumed all of the responsibilities previously carried out by the Audit and Compliance Commiee and the Risk Management Commiee, as set out above. Details of the Audit and Risk Commiee can be found in the Audit and Risk Commiee Report. Management Engagement Commiee Until 30 June 2024, the Management Engagement Commiee was chaired by Sarah Arkle, and comprised Gordon Lawson and Charles Cade as members. From 1 July 2024 to 30 November 2024, the Management Engagement Commiee was chaired by Charles Cade and comprised Entela Benz-Saliasi and Sarah Arkle as members. Since 1 December 2024, the Management Engagement Commiee has been chaired by Charles Cade and comprises Low Suk Ling and Sarah Arkle as members. The Management Engagement Commiee shall meet at least once a year, or more often if required. The Management Engagement Commiee is responsible for monitoring and evaluating the Investment Manager’s investment performance and compliance with the terms of the investment management agreement dated 23 May 2016 (as amended from time to time) between the Company and the Investment Manager (“Investment Management Agreement”). Risk Management Commiee The Risk Management Commiee was chaired by Entela Benz-Saliasi and comprised Vi Peterson and Low Suk Ling as members until 30 November 2024. In 2024, the Risk Management Commiee met twice. The Risk Management Commiee was responsible for assisting the Board by overseeing the Investment Manager’s risk strategy, internal controls, and compliance with laws and ethical standards. The Risk Management Commiee’s responsibilities included identifying, assessing, and managing risks related to the Company’s investments, operations, sustainability and business continuity, to ensure these were reported and mitigated eﬀectively. The Risk Management Commiee was also responsible for addressing potential conﬂicts of interest between the Investment Manager and related parties, providing guidance on investment opportunities and ensuring transparency. The Risk Management Commiee was responsible for reviewing the ESG market practice and climate change related risks during the reporting year. The review ensured that the disclosure was based on ESG key performance indicators (KPI) instead of from ESG score level. Climate risks were reviewed quarterly during the reporting year, including reviewing the top ﬁve companies with the highest physical climate value at risk and benchmarking the transition risk to local and EM benchmarks. The Risk Management Commiee was responsible for reviewing the adequacy and eﬀectiveness of the Company’s internal ﬁnancial controls and internal control and risk management systems, and reviewing and approving the statements to be included in the annual report concerning internal controls and risk management. The Board is responsible for reviewing the ongoing processes for identifying, evaluating and monitoring the principal risks and uncertainties faced by the Company. 25 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued The Management Engagement Commiee shall annually review and ensure that the terms of the Investment Management Agreement conform with market and industry practice and remain in the best interests of Shareholders. The Management Engagement Commiee makes recommendations to the Board on any variation to the terms of Investment Management Agreement which it considers necessary or desirable. The Management Engagement Commiee also monitors compliance by other service providers of the Company with the terms of their respective agreements from time to time; and reviews, considers and recommends any amendments to the terms of the appointment and remuneration of providers of other services to the Company and considers any other issues which may give the Commiee cause for concern. Nomination and Remuneration Commiee The Nomination and Remuneration Commiee is chaired by Vi Peterson and comprises Sarah Arkle as a member. The Nomination and Remuneration Commiee shall meet at least once a year, or more often if required. The Nomination and Remuneration Commiee is responsible for regularly reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the Board and making recommendations to the Board with regard to any changes. In November 2024, as part of the Board renewal process, the Nomination and Remuneration Commiee engaged Spencer Stuart, a global executive search and leadership consulting ﬁrm to provide assistance and advice in the recruitment of a new independent non-executive director. Spencer Stuart’s professional services included a position speciﬁcation with globally informed benchmarks against which candidates would be assessed. The result of this professional search resulted in the appointment of Edphawin Jetjirawat in March 2025. Spencer Stuart has no connections with the Company or any individual Directors. The Nomination and Remuneration Commiee shall also make recommendations to the Board concerning formulating plans for succession for non-executive Directors, the key roles of the Chair, the Senior Independent Director, as well as the members of Board Commiees. The Nomination and Remuneration Commiee shall be responsible for periodically reviewing the level of directors’ fees relative to other comparative investment companies and in line with directors’ evolving responsibilities. Details of the Directors’ remuneration can be found on the Directors’ Remuneration Report and in Note 10 to the Financial Statements. The Directors’ interests (including interests of related persons) can be found in the Report of the Board of Directors. Board Independence, Composition and Diversity The Board supports the principle of boardroom diversity and the Parker Review. The recruitment policy of the Board is to appoint the best qualiﬁed person for the job, by considering factors such as diversity of thought, experience and qualiﬁcations, as well as ethnic and gender diversity. New appointments are identiﬁed against these requirements and the need to achieve a balanced Board. As at 31 December 2024, the Board consisted of four Independent Non-executive Directors and one Non- Independent Non-executive Director. The Company has no employees, no “senior management” and no “ExCo and ExCo minus one” as deﬁned by the Parker Review. Targets pre-2027 The Company aims to have at least two Directors from an ethnic minority group. This target has been achieved since 2016. As at 31 December 2024, the Company has two Directors from an ethnic minority background. The Company also aims to have at least 40% of the Board members be female Directors in accordance with the FTSE Women Leaders Review. This target has been achieved since 2021. As at 31 December 2024, 60% of the Company’s Board comprised female Directors. Targets post-2027 The Company’s post-2027 targets are the same as its pre-2027 targets. 26 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Directors’ Appointment and Policy on Payment of Loss of Oﬀice Each Director has an appointment leer with the Company. The terms of the appointment provide that a Director will be subject to re-election at each annual general meeting (“AGM”). A Director may resign from oﬀice with three months’ notice. The Board does not have a formal policy requiring Directors to stand down after a certain period. The Board has established the Nomination and Remuneration Commiee which regularly reviews the structure, size and composition of the Board (including gender diversity) and makes recommendations to the Board with regard to any adjustments that seem appropriate. Directors’ & Oﬀicers’ liability insurance cover is maintained by the Company on behalf of the Directors. Appointment All the Directors are non-executive and have been appointed under the terms of Leers of Appointment. Each Director is subject to election at the ﬁrst AGM after their appointment and to re-election annually thereafter. New appointments to the Board will be placed on the fee scale applicable to all Directors at the time of appointment (currently US$45,000). No incentive or introductory fees will be paid to encourage a directorship. The Directors are not eligible for bonuses, pension beneﬁts, share options, long-term incentive schemes or other beneﬁts from the Company. The Company indemniﬁes the Directors for costs, charges, losses, expenses and liabilities which may be incurred in the discharge of their duties as Directors. Performance, Service Contracts, Compensation and Loss of Oﬀice No Director has a service contract. Compensation will not be due upon leaving oﬀice. No Director is entitled to any other monetary payment or any asset of the Company. UK Listing Rule 6.6.6 The Directors conﬁrm that, as at 31 December 2024, the Company has met the targets on board diversity as set out in UKLR 6.6.6(9) (a), with 60% of the Board being women (including the senior independent director) and two out of the ﬁve directors being from minority ethnic backgrounds. Table 3 below has been constructed using data provided by the Directors on a voluntary basis. Each Director received an email containing the same table format as Table 3 and was asked to tick the boxes applicable to them. After the reporting period, on 21 January 2025, Charles Cade replaced Vi Peterson as the Senior Independent Non-executive Director. Additionally, on 24 February 2025, Edphawin Jetjirawat was appointed as the Independent Non-executive Director with eﬀect from 1 March 2025. Those subsequent events do not aﬀect the Company’s ability to meet any of the targets in UKLR 6.6.6(9) (a). Table 3: Board Diversity Data Collection Number of board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) Men 2 40% 0 Women 3 60% 2 (SID/ Chair) Gender identity or sex as of 31 December 2024: Number of board members Percentage of the Board Number of senior positions on the Board (CEO, CFO, SID and Chair) White British or other White (including minority- white groups) 3 60% 1 (Chair) Asian/Asian British 2 40% 1 (SID) Ethnic background as of 31 December 2024: 27 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Conﬂicts of Interests Directors are ﬁduciaries, so must act in good faith and in the best interests of the Company, avoid or recuse themselves from conﬂicts of interest, and not use their position or knowledge gained from the Company for any personal proﬁt or advantage (beyond their agreed remuneration). Only Directors who have no material interest in the maer being considered will be able to participate in the Board approval process. Directors are required to disclose all actual and potential conﬂicts of interest to the Chair of the Board in advance of any proposed external appointment. In deciding whether to approve an individual Director’s participation, the other Directors will act in a way they consider to be acting in good faith in assessing the materiality of the conﬂict in accordance with the Company’s Amended and Restated Memorandum and Articles of Association. The Board believes that its powers of authorisation of conﬂicts of interest have operated eﬀectively. The Board also conﬁrms that its procedures for the approval of conﬂicts of interest, if any, have been followed by the Directors. As at 31 December 2024, none of the Directors had a material interest in any contract which is signiﬁcant to the Company’s business other than Dominic Scriven O.B.E in relation to the Investment Management Agreement as further detailed under “Directors’ Interests in Contracts” in the Report of the Board of Directors. The Board notes that an aﬀiliate of the Investment Manager holds two convertible notes issued by Intensel Limited, a Hong Kong company which provides climate risk analysis, in an aggregate amount of US$400,000, as disclosed by the Company in previous Annual Reports. Until 30 November 2024, Entela Benz-Saliasi had a material interest in and had been a director of, Intensel Limited , which might provide services in the future to the Company (such as analysis of investee companies). However, any such services were not expected to be materially signiﬁcant. The Directors’ holdings in the Company can be found in the Report of the Board of Directors. Performance Evaluation At least every 3 years, the Board retains the services of a global professional ﬁrm specialising in board performance reviews to conduct a formal evaluation of its performance and that of its Commiees including the Chair of the Board. In May 2023, the Nomination and Remuneration Commiee, on behalf of the Board, engaged Lintstock Limited, a ﬁrm with a wide board governance practice covering large numbers of listed companies including over 50 investment trusts. Lintstock Limited has no connections with the Company or any individual Directors. Lintstock Limited conducted a broad-base review of the Chair and Commiee performance, as well as the Investment Manager evaluations over a two-stage period, which included a survey-based Board Review in May 2023, and a follow-up Board Review with Director interviews in September 2024. The results of the 2024 VEIL Board review metrics were then compared with the Lintstock Governance Index which comprises over 60 board reviews that Lintstock Limited has recently conducted speciﬁcally for investment companies, and is designed to help to put the Board and Investment Manager’s performance into context. The Board is satisﬁed that the performance of each Commiee and individual Directors, including the Chair of the Board, is satisfactory and that they demonstrate commitment to their role. 28 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Director Board ACC RMC MEC NRC Vi Peterson 4/4 1/3 2/2 3/3 Low Suk Ling 4/4 3/3 2/2 Sarah Arkle 4/4 2/3 2/2 2/3 Charles Cade 4/4 3/3 2/2 Dominic Scriven O.B.E 4/4 Gordon Lawson 4/4 1/2 1/3 Entela Benz-Saliasi 4/4 1/3 2/2 1/2 1/3 ACC = Audit and Compliance Commiee RMC = Risk Management Commiee MEC = Management Engagement Commiee NRC = Nomination and Remuneration Commiee Note 1: Gordon Lawson resigned on 30 June 2024. Note 2: Entela Benz-Saliasi resigned on 30 November 2024 Note 3: ACC and RMC combined into one commiee Audit and Risk Commiee (ARC) on 1 December 2024. There was no ARC meeting until 31 December 2024. Note 4: Please also refer to Table 2 for the board commiee composition changes in 2024. Due to the commiee member changes, Directors did not aend all commiee meetings held within a year. Table 4: Aendance of the Board and the Commiees Meetings For the year ended 31 December 2024: Aendance at Scheduled Meetings of the Board and its Commiees for the Year Table 4 below lists the number of Board and Commiee meetings aended by each Director. During the year ended 31 December 2024, there were four Board meetings, three Audit and Compliance meetings, two Risk Management Commiee meetings, two Management Engagement Commiee meetings and three Nomination and Remuneration Commiee meetings. 2024 Annual General Meeting The 2024 AGM took place on 25 June 2024. The notice of the 2024 AGM can be found on the Company’s website: hps://veilrproduction.blob.core.windows. net/documents/VEILAGMCircular_2023.pdf and the result of the AGM can be found on the London Stock Exchange website: hps://www.londonstockexchange. com/news-article/VEIL/result-of-agm/16536447 . 2025 Annual General Meeting The 2025 AGM of the Company will be held at The Stationer’s Hall, Ave Maria Ln, London EC4M 7DD, United Kingdom on 18 June 2025 at 12:00 pm (UK time). The Notice of the 2025 AGM will be published and made available to shareholders in due course. Re-election of Directors All Directors stand for re-election annually at the AGM. The Nomination and Remuneration Commiee considers the eﬀectiveness of individual directors and makes recommendations to the Board in respect of re- elections. 29 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Induction/Information and Professional Development The Directors are provided, on a regular basis, with key information on the Company’s policies, regulatory requirements and internal controls. Regulatory and legislative changes aﬀecting Directors’ responsibilities are advised to the Board as they arise along with changes to best practice from, amongst others, the Company Secretary, the Company’s external Legal Advisors and the Auditor. Advisers to the Company also prepare reports for the Board from time to time on relevant topics and issues. The Company has a clear policy and process on the nomination, induction and ongoing professional development of new Directors. In addition, the Nomination and Remuneration Commiee has also issued a formal recruitment policy paper for Independent Non-executive Directors (the “Policy”). The Policy establishes a framework that sets a standard for recruitment practice, procedures and strategies for Non-executive Directors of the Company to ensure consistency and compliance with the AIC Code and/or FRC Standard. When a new Director is appointed to the Board, he/she will be provided with all relevant information regarding the Company and his/her duties and responsibilities as a Director in accordance with the Policy. In addition, a new Director will also spend time with representatives of the Investment Manager in order to learn more about its operations, processes and procedures. Viability Statement The Directors have assessed the prospects of the Company over a three-year period to 31 December 2027. The Directors believe that this period is appropriate because it would provide the Investment Manager the time needed to successfully unlock the value of the Company’s underlying portfolio. Following the detailed analysis from the Board, it has concluded that, based on the Company’s current position, the principal risks and uncertainties that the Company faces and their potential impact on its future development and prospects, there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities when they fall due over the three-year period to 31 December 2027. Going Concern The Directors have reviewed the liquidity of the Company’s portfolio and the Company’s ability to meet its obligations as they fall due for a period of at least 12 months from the date that these ﬁnancial statements were approved. On the basis of that review and after due consideration of the balance sheet and activities of the Company and the Company’s assets, liabilities, commitments and ﬁnancial recourses, the Directors have concluded that the Company has adequate resources to continue its operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing the ﬁnancial statements. 2024 Annual General Meeting, London, 25 June 2024 30 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Relationship with the Investment Manager, the Company Secretary and the Administrator The Board has delegated various duties to external parties including the management of the investment portfolio, the custodial services (including safeguarding of assets), registration services and day-to-day company secretarial, administration and accounting services. Each of these contracts was entered into after full and proper consideration by the Board of the quality and cost of services oﬀered, including the control systems in operation in so far as they relate to the aﬀairs of the Company. Investment Manager Dragon Capital Management (HK) Limited is the Investment Manager of the Company. Under the Investment Management Agreement, the Investment Manager is entitled to receive a monthly management fee for its services, which accrues daily based on the prevailing NAV. On 1 December 2023, the Company announced a reduction in the management fee with eﬀect from 1 July 2024, following a review of the annual management fee and discussions with the Investment Manager. From 1 July 2024, the management fee shall be calculated and accrued daily at a ﬂat rate of 1.5% per annum of the Company’s NAV. The Investment Manager is not entitled to a performance fee. The Company has the right to terminate the Investment Management Agreement giving 12 months’ notice in writing to the Investment Manager following the amended Investment Management Agreement eﬀective from 1 April 2025. The Investment Manager has invested the assets of the Company with a view to spreading investment risk in accordance with its published investment policy as set out in the Portfolio Manager’s Commentary. The Board, on the advice of the Management Engagement Commiee, believes that, in light of the Company’s strategy and performance, the appointment of the Investment Manager on the terms set out above is in the best interest of the Company’s shareholders as a whole. Both the Board and the Investment Manager have formalised agreements and have a clear understanding of the operational policies laid out between the parties. These rules are detailed in the Investment Management Agreement or in other policies such as the Company’s discount control policy. The Board is ultimately responsible for ensuring that sound systems of internal control of the Company are maintained to safeguard shareholders’ investments and the Company’s assets. The Risk Management Commiee (from 1 December 2024, the Audit and Risk Commiee) shall undertake an annual review of the eﬀectiveness of the Company’s systems of internal control and the Directors believe that an appropriate framework is in place to ensure that sound systems of internal control are maintained by the Company. Furthermore, the Board has an ongoing process for identifying, evaluating and managing risks to which the Company is exposed including those contained within the performance of the investment management activities. Risk management and the operation of the internal control systems within the Company are primarily the responsibility of the Investment Manager, which operates under commercial independence with ﬂexibility to ensure that principal risks and uncertainties are clearly managed and that systems of control operate eﬀectively and eﬀiciently. The Investment Manager monitors the Company’s activities on a daily basis and ensures that the appropriate controls are exercised over the Company’s assets. The internal control systems operated by the Company are designed to manage rather than eliminate risk of failure in achieving its objectives and will only provide reasonable and not absolute assurance against material misstatement or loss. 31 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Proxy voting is an important part of the corporate governance process, and the Investment Manager views its obligation to manage the voting rights of the shares in investee companies seriously. Consequently, votes are cast both diligently and prudently, based on the Investment Manager’s reasonable judgment of what will best serve the ﬁnancial and governance considerations of the Company. So far as is practicable, and with the authorisation by the Board, the Investment Manager votes at all of the meetings called by companies in which the Company invests. In order to do this, the Investment Manager agrees its stance on a variety of key corporate governance issues, including disclosure and transparency, board composition, commiee structure, director independence, auditor rotation and social and environmental issues. These guidelines form the basis of the Investment Manager’s proxy voting decisions, although they are equally cast on a case-by-case basis, taking into account the individual circumstances of each vote. The Investment Manager has strictly integrated ESG considerations throughout its investment process. The screening and assessment on the ESG issues have been applied on all investee companies, including those in the ﬁnancial sector. The Investment Manager has consistently integrated ESG assessments throughout its investment process. Since 2016, a robust ESG management system has been in place, enabling the screening and evaluation of all non-ﬁnancial investee companies. In 2024, the system was further enhanced with the introduction of a dedicated ESG scorecard for the ﬁnancial sector. This upgrade ensures that ESG screening and assessment now apply comprehensively to all investee companies, including those in the ﬁnancial sector. Administrator and Custodian Custody and fund administration services have been undertaken by Standard Chartered Bank since 30 May 2021. Company Secretary The Company appointed Maples Secretaries (Cayman) Limited as its Company Secretary with eﬀect from 21 October 2013. The Board receives and considers reports regularly from the Investment Manager, with ad hoc reports and information supplied to the Board as required. The Investment Manager takes decisions as to the purchase and sale of individual investments, within the delegated authority established by the Board. The Investment Manager complies with the risk limits as determined by the Board and has systems in place to monitor cash ﬂows, liquidity and other ﬁnancial risks of the Company. At each Board meeting, a representative of the Investment Manager is in aendance to present verbal and wrien reports covering local and global macro- economy, its activity, the portfolio and investment performance over the preceding period. The Investment Manager and Standard Chartered Bank (the “Administrator”) also ensure that all Directors receive, in a timely manner, all relevant ﬁnancial information about the Company’s portfolio. Representatives of the Corporate Broker and the Legal Advisers of the Company aend the Board meetings as required, enabling the Directors to probe further on maers of concern. The Directors have access to the advice and services of the Company Secretary through its appointed representative who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Board, the Investment Manager and the service providers operate in a supportive, co-operative and open environment. Ongoing communication with the Board is maintained by formal meetings and ad-hoc conversations. The Investment Manager ensures that the Directors have timely access to all relevant management, ﬁnancial and regulatory information to enable informed decisions to be made. The Investment Manager contacts the Board as required for speciﬁc guidance on particular issues. The Board has delegated the exercise of voting rights aached to the securities held in the portfolio to the Investment Manager. The Investment Manager follows a proxy voting policy when voting, which provides for certain maers to be reviewed on a case-by-case basis. 32 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Shareholder Engagement The Board believes that the maintenance of good relations with shareholders is important for the long- term prospects of the Company. It has, since admission, sought to engage with shareholders. Where appropriate, the Chair of the Board and other Directors are available for discussion about governance and strategy with shareholders and the Chair of the Board ensures communication of shareholders’ views to the Board. During the year ended 31 December 2024, the Investment Manager had periodic meetings with shareholders to discuss aspects of the Company’s performance. The Chair of the Board and other Directors make themselves available as and when required to address shareholder queries. Shareholders wishing to raise questions are encouraged to write to the Company’s Administrator at the address shown in the “Company Information” section of this annual report, or to contact the Investment Manager using the contact details also provided in the “Contact” section or on the Company’s website ( hps://www.veil. uk/ ). The Board believes that the AGM provides an appropriate forum for shareholder to communicate with the Board and encourages participation. There is an opportunity for individual shareholders to question the Directors at the AGM. Details of proxy votes received in respect of each resolution will be made available to shareholders at the AGM and will be posted on the Company’s website and the London Stock Exchange’s website following the AGM. The Chair of the Board actively leads and other Directors participate in, discussions, or approvals regarding the content of, all signiﬁcant external communications. During this process, relevant stakeholders such as the Investment Manager, the Auditors, the Legal Advisers and the Corporate Broker are engaged as and when required. The Board aims to keep shareholders informed and up to date with information about the Company. This includes information contained within annual reports, interim (semi-annual) reports, the packaged retail and insurance-based investment products key information document (PRIIP-KID), monthly reports, factsheets, consumer duty assessments and frequent webinars, as well as notices of any signiﬁcant events to registered shareholders. The Company’s website ( hps://www.veil.uk/ ) displays the latest news, price and performance information and portfolio details. Shareholders also have the opportunity to have the latest Company information downloaded from the website. The Company also releases information through the London Stock Exchange ( hps://www. londonstockexchange.com/stock/VEIL/vietnam- enterprise-investments-limited/company-page ). 2024 Annual General Meeting, London, 25 June 2024 33 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued After the reporting period, on 10 April 2025, the Company cancelled from treasury 18,944,191 Ordinary Shares. Following the cancellation, the Company had 180,353,858 Ordinary Shares in issue (excluding treasury shares) and held 1,728,937 Ordinary Shares in treasury as at 10 April 2025. As at 10 April 2025, this number represented the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company under the Disclosure Guidance and Transparency Rules of Financial Conduct Authority (FCA). The Shares may be re-issued from treasury but, unless previously approved by shareholders, will not be issued at a price which, taking account of issue expenses, would be less than the last reported NAV per Share. A buyback of Shares pursuant to the share buyback programme on any trading day may represent a signiﬁcant proportion of the daily trading volume in the Shares on the main market of the London Stock Exchange (and could exceed the 25% limit of the average daily trading volume of the preceding 20 business days as referred to in the UK version of Commission Delegated Regulation (EU) No. 2016/1052 on buyback programmes, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ). Any buyback of Shares by the Company will be notiﬁed by an announcement through a Regulatory Information Service by no later than 7:30am (UK time) on the following business day. Shareholders should note that the buyback of Shares by the Company is at the absolute discretion of the Directors and is subject, amongst other things, to the amount of cash available to the Company to fund such buybacks. Accordingly, no expectation or reliance should be placed on the Directors exercising such discretion on any one or more occasions. Authority for Share Buyback and Discount Management The shareholders approved at the Company’s AGM on 25 June 2024 a special resolution to undertake share buybacks up to a maximum amount equal to 14.99% of the Company’s issued share capital. This special resolution was passed and shall expire on the earlier of 31 December 2025 and the conclusion of the Company’s next annual general meeting. The intention of the Directors is to implement an active discount management policy and to eﬀect share buybacks from time to time if they believe it to be in shareholders’ interests as a whole and as a means of correcting any imbalance between the supply of and demand for the Company’s Shares. A share buyback programme was carried out in 2024. The details of the share buyback programme in 2024 can be found on the London Stock Exchange website https://www.londonstockexchange.com/stock/VEIL/ vietnam-enterprise-investments-limited/analysis . In total, 16,293,233 Shares were bought back during the year ended 31 December 2024, representing 8.1% of the issued share capital, for an aggregate consideration of US$ 121,703,936. The Shares bought back are held in treasury. As at 31 December 2024, the Company held 16,293,233 Shares in treasury. Following the above buybacks, the total number of Shares in issue was 184,733,753 (excluding Shares held in treasury) as at 31 December 2024. The Directors will only make such buybacks through the market at prices (after allowing for costs) below the relevant prevailing NAV per Share under the guidelines established from time to time by the Board. The Shares bought back by the Company may be cancelled or held in treasury. On 3 April 2024, the Company cancelled from treasury 19,893,760 Ordinary Shares. Following the cancellation, the Company had 198,247,879 Ordinary Shares in issue (excluding treasury shares) and held 2,779,107 Ordinary Shares in treasury as at 3 April 2024. 34 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued Management Shares Dragon Capital Limited holds 1,000 management shares of the Company. Dragon Capital Limited is 100% owned by Dragon Capital Group Limited which is the ultimate parent company of the Investment Manager of the Company. The management shares shall not be redeemed by the Company and do not carry any right to dividends. In a winding up, management shares are entitled to a return of paid-up nominal capital out of the assets of the Company, but only after the return of nominal capital paid up on Ordinary Shares. The management shares each carry one vote on a poll. Subject always to the requirements of the rules of any exchange on which the Company’s shares may be trading from time to time, the holders of the management shares have the right to appoint two individuals to the Board. The Modern Slavery Act 2015 The Modern Slavery Act 2015 (the “Act”) requires companies to meet the reporting requirements of Section 54 of the Act and to produce a modern slavery and human traﬀicking statement. As an investment fund, VEIL has no direct employees, whilst its supply chain consists mainly of professional services providers and the like. Therefore, the reporting provisions of the Act do not apply to VEIL directly. Day-to-day management of the investments, including investment decision making, monitoring and divestment, is carried out by the Investment Manager, Dragon Capital Management (HK) Limited, part of the Dragon Capital group. Nevertheless, VEIL has put a statement on its website to demonstrate its commitment and responsibility, as a FTSE 350 constituent, to the reporting provisions of the Act. The statement can be found on the following website: hps://www.veil.uk/modern-slavery- statement/ . Master Investor Show 2024, London, 9 March 2024 35 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued AIC Code Principle VEIL’s application A. A successful company is led by an eﬀective board, whose role is to promote the long-term sustainable success of the company, generating value for shareholders and contributing to wider society. (Incorporates relevant content from UK Code Principle A) The Board meets at least quarterly to assess the Company’s performance, viability, risk and value over the short, medium and long term. The eﬀectiveness of the Board and the Chair of the Board is reviewed regularly as part of the internal control process led by the Nomination and Remuneration Commiee. B. The board should establish the company’s purpose, values and strategy and satisfy itself that these and its culture are aligned. All directors must act with integrity, lead by example and promote the desired culture. (UK Code Principle B) The Board holds quarterly strategy meeting during which it can discuss important issues faced by the Company and the industry and exchange ideas about the future outlook of the business. The Board agrees a strategy and monitors performance against this agreed strategy on an ongoing basis. The Board hires an external third party to conduct a formal evaluation on its own performance every two or three years. The last Board evaluation report was done in October 2024 by Lintstock Limited, a global third-party advisor to the boards of a variety of companies, including over 60 investment trusts. C. The board should ensure that the necessary resources are in place for the company to meet its objectives and measure performance against them. The board should also establish a framework of prudent and eﬀective controls, which enable risk to be assessed and managed. (UK Code Principle C) The Board considers that the Company is adequately resourced to meet its objectives and is satisﬁed that it is able to eﬀectively measure its performance against them. D. In order for the company to meet its responsibilities to shareholders and stakeholders, the board should ensure eﬀective engagement with and encourage participation from, these parties. (UK Code Principle D) The Board receives regular reports from the Investment Manager in relation to shareholder engagement as part of an extensive investor relations programme. E. [Intentionally left blank] * F. The chair leads the board and is responsible for its overall eﬀectiveness in directing the company. They should demonstrate objective judgement throughout their tenure and promote a culture of openness and debate. In addition, the chair facilitates constructive board relations and the eﬀective contribution of all non-executive directors, and ensures that directors receive accurate, timely and clear information. (UK Code Principle F) The Chair of the Board encourages active participation at Board meetings, including seing the agenda items for discussion. Table 1: 17 Principles of the AIC Code in Practice During the Year Ended 31 December 2024 * In accordance with the AIC Code, Principle E from the UK Code is not relevant for externally managed investment companies. 36 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued AIC Code Principle VEIL’s application G. The board should consist of an appropriate combination of directors (and, in particular, independent non-executive directors) such that no one individual or small group of individuals dominates the board’s decision making. (Incorporates relevant content from UK Code Principle G) The Board has delegated responsibility to key Commiees, as well as engaging the Investment Manager under a formal investment management and services agreement. H. Non-executive directors should have suﬀicient time to meet their board responsibilities. They should provide constructive challenge, strategic guidance, oﬀer specialist advice and hold third party service providers to account. (Incorporates relevant content from UK Code Principle H) The Directors consider they have suﬀicient time to meet their Board responsibilities. I. The board, supported by the company secretary, should ensure that it has the policies, processes, information, time and resources it needs in order to function eﬀectively and eﬀiciently. (UK Code Principle I) Maples Secretaries (Cayman) Limited provides company secretarial services to the Company and, together with external specialist advisors, ensures that Directors procedures and any applicable rules and regulations are observed. J. Appointments to the board should be subject to a formal, rigorous and transparent procedure, and an eﬀective succession plan should be maintained. Both appointments and succession plans should be based on merit and objective criteria and, within this context, should promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths. (Incorporates relevant content from UK Code Principle J) The Nomination and Remuneration Commiee is responsible for proposing candidates for appointment to the Board and for overseeing the recruitment process. K. The board and its commiees should have a combination of skills, experience and knowledge. Consideration should be given to the length of service of the board as a whole and membership regularly refreshed. (UK Code Principle K) The varying backgrounds and wide-ranging experience of the Directors, including in the investment and ﬁnancial services sectors, commercial businesses and academia, ensure broad cognitive diversity, which is viewed as key in assisting eﬀective challenge and discipline. L. Annual evaluation of the board should consider its composition, diversity and how eﬀectively members work together to achieve objectives. Individual evaluation should demonstrate whether each director continues to contribute eﬀectively. (UK Code Principle L) The Board conducts an annual review of its performance and that of its individual Directors at its year-end Board meeting. M. The board should establish formal and transparent policies and procedures to ensure the independence and eﬀectiveness of external audit functions and satisfy itself on the integrity of ﬁnancial and narrative statements. (Incorporates relevant content from UK Code Principle M) The Board has delegated the assessment of the external audit function and the review of the integrity of the Annual Report and Interim Report to the Audit and Compliance Commiee (from 1 December 2024 the Audit and Risk Commiee). 37 Vietnam Enterprise Investments Limited - Annual Report 2024 Corporate Governance Statement Continued AIC Code Principle VEIL’s application N. The board should present a fair, balanced and understandable assessment of the company’s position and prospects. (UK Code Principle N) The Audit and Compliance Commiee (from 1 December 2024 the Audit and Risk Commiee) reviewed the ﬁnancial and narrative statements in the 2024 Annual Report, as well as supporting papers and evidence from the Investment Manager in relation to this area. O. The board should establish procedures to manage risk, oversee the internal control framework and determine the nature and extent of the principal risks the company is willing to take in order to achieve its long-term strategic objectives. (UK Code Principle O) Day-to-day risk management is undertaken by the Investment Manager and overseen by the Risk Management Commiee (from 1 December 2024 the Audit and Risk Commiee) which receives detailed reports quarterly on the risk management and internal control functions. P. Remuneration policies and practices should be designed to support strategy and promote long- term sustainable success. (Incorporates relevant content from UK Code Principle P) The Directors’ remuneration policy is in accordance with the provisions of the UK Code for Non-executive Directors’ remuneration. Q A formal and transparent procedure for developing policy on remuneration should be established. No director should be involved in deciding their own remuneration outcome. (Incorporates relevant content from UK Code Principle Q) As set out in the Directors’ Remuneration Report, the Directors are paid on a ﬁxed-fee basis, as recommended by the Nomination and Remuneration Commiee and approved by the Board. R. Directors should exercise independent judgement and discretion when authorising remuneration outcomes, taking account of company and individual performance and wider circumstances. (UK Code Principle R) The Directors are remunerated on the basis of a ﬂat standard fee supplemented by additional fees for Commiee memberships and chairing duties. 2024 Annual General Meeting, London, 25 June 2024 38 Vietnam Enterprise Investments Limited - Annual Report 2024 Audit and Risk Commiee Report Overview On 1 November 2023, the Board of Directors of the Company (the “Board”) reviewed the Board Commiees and their functions. The Audit and Risk Commiee was split into the Audit and Compliance Commiee and the Risk Management Commiee. For the period from 1 November 2023 to 30 November 2023, the Audit and Compliance Commiee consisted of three members, and the Risk Management Commiee also consisted of three members. All members were appointed by the Board on the recommendation of the Nomination and Remuneration Commiee in consultation with the Chair of the Board. All members of the Audit and Compliance Commiee and the Risk Management Commiee were to be Independent Non-executive Directors. At least one member of the Audit and Compliance Commiee must have recent and relevant ﬁnancial experience. The Board appointed the Chair of the Audit and Compliance Commiee and the Chair of the Risk Management Commiee, who had the responsibility of liaising with the Board. On 1 December 2024, the Audit and Compliance Commiee and the Risk Management Commiee were consolidated into a single Audit and Risk Commiee. The Audit and Risk Commiee also consists of three members, who are appointed by the Board on the recommendation of the Nomination and Remuneration Commiee in consultation with the Chair of the Board. All members of the Audit and Risk Commiee are Independent Non-executive Directors and at least one member had recent and relevant ﬁnancial experience. The Board appointed the Chair of the Audit and Risk Commiee, who had the responsibility of liaising with the Board. The Audit and Risk Commiee meets at least three times a year, to held coincide with key dates within the ﬁnancial reporting and audit cycle of the Company. Composition Until 30 November 2024, the Audit and Compliance Commiee was chaired by Low Suk Ling and its members included Charles Cade and Entela Benz- Saliasi. The Risk Management Commiee was chaired by Entela Benz-Saliasi and its members included Vi Peterson and Low Suk Ling. During the year ended 31 December 2024 (before the consolidation into the Audit and Risk Commiee), the Audit and Compliance Commiee met three times and the Risk Management Commiee met twice. Table 4 at the end of the Corporate Governance Statement shows the aendees of all Commiee meetings. The Company’s External Auditors and Investment Manager’s representatives were invited to aend the Audit and Compliance meetings as necessary. In the opinion of the Board, the Audit and Risk Commiee of the Company complies with the recommendations and requirements of the AIC Code. Roles and Responsibilities The Audit and Risk Commiee took over the roles and responsibilities of the Audit and Compliance Commiee from 1 December 2024. Financial Reporting The Audit and Risk Commiee shall review the actions and judgments of the Investment Manager in relation to the integrity of the ﬁnancial statements of the Company, including its annual and interim reports and any other formal announcements relating to its ﬁnancial performance and reviews signiﬁcant ﬁnancial reporting issues and judgments which they contain. The Board was made fully aware of any signiﬁcant ﬁnancial issue and judgments made in connection with the preparation of the ﬁnancial statements including valuation of an unlisted investment as per Note 13(d) (iii) to Financial Statements. Having veriﬁed that the ﬁnancial statements and the disclosure on the Notes to the ﬁnancial statements are in accordance with relevant laws and reporting standards, the Audit and Risk Commiee approved the ﬁnancial statements that were audited by the external auditor. 39 Vietnam Enterprise Investments Limited - Annual Report 2024 Audit and Risk Commiee Report Continued 40 Vietnam Enterprise Investments Limited - Annual Report 2024 Compliance The Audit and Risk Commiee shall oversee the process of identifying, assessing and controlling the Company’s compliance with regulatory and corporate compliance obligations, including but not limited to the UK Listing Rules, the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation, the AIC Code and the Articles of Association of the Company. A compliance checklist has been developed that covers key compliance requirements of the Company, which is updated, reviewed and monitored regularly. The Board was made fully aware of any signiﬁcant compliance issues arising in connection with the Company and engaged on upcoming changes to corporate and regulatory compliance obligations. Internal Audit The Company does not have its own internal audit function but places reliance on the internal audit, compliance and other control functions of its service providers. The Audit and Risk Commiee shall consider at least once a year whether there is a need for an internal audit function and provide an explanation of the reasons for the absence of such a function for inclusion in the relevant section of the annual report. External Audit The Audit and Risk Commiee shall monitor and review the external auditor’s quality, independence and objectivity and make recommendations to the Board in relation to the appointment, re-appointment and removal of the external auditor. Conﬂicts The Audit and Risk Commiee shall provide oversight and guidance to the Board in relation to actual and potential conﬂicts of interest between the Company and any related party or provider of services to the Company. Related parties shall mean the members of the Board, the Investment Manager and/or its parent and sister companies (the “Investment Manager Group”) together with the owners and directors of the Investment Manager Group. Principal Risks and Uncertainties The Board and the Audit and Risk Commiee are responsible for identifying, assessing and managing/ mitigating and regularly monitoring the key risks and controls systems. In particular, the Audit and Risk Commiee reviews and challenges where necessary: investment risks including, but not limited to, market, credit, liquidity, leverage, political and compliance risks, ESG and climate change-related risks, and business operational risks. The Directors conﬁrm that they have carried out a robust assessment of the principal risks and uncertainties facing the Company, including those that would threaten its business model, future performance, solvency or liquidity, on a quarterly basis. This includes an assessment of strategic, business, ﬁnancial, operational, IT and compliance risks. The Directors have not identiﬁed any other principal risk or uncertainty during the year ended 31 December 2024. Audit and Risk Commiee Report Continued 41 Vietnam Enterprise Investments Limited - Annual Report 2024 KPMG’s rotation policies are consistent with the Code of Ethics of the International Ethics Standards Board for Accountants (the “IESBA”). which requires the ﬁrm to comply with any stricter applicable rotation requirement. In December 2024, the FRC in the UK performed a review and inspection of the KPMG’s audit of the Company’s ﬁnancial statements for the year ended 31 December 2023. The FRC assessed that the audit carried out by KPMG was of good quality, with no key ﬁndings arising from the review. The Audit and Risk Commiee reviews the ﬁndings of the audit with the external auditor, including discussing the major issues that arise during the audit, the key accounting and audit judgements, the levels of errors identiﬁed during the audit and the eﬀectiveness of the audit process. The Audit and Risk Commiee meets with the auditors at least once a year to discuss any key issues arising from the audit and/or review. The Audit and Risk Commiee is responsible for making recommendations on the level of remuneration of the external auditor, including fees for audit and non-audit services, to ensure that the level of fees is appropriate to enable an eﬀective and high-quality audit to be conducted. Fees paid to KPMG for audit and audit-related services are summarised below: • 2024: US$ 80,000 • 2023: US$ 80,000 In addition, other fees paid for non-audit services (Tax advisory service for PFIC for the United States and equity quote for German investors) are set out in Note 10 to the ﬁnancial statements. KPMG also has policies, which are consistent with the IESBA principles and applicable laws and regulations, which address the scope of services that can be provided to audit clients. KPMG’s policies require the audit engagement partner to evaluate the threats arising from the provision of non-audit services and the safeguards available to address those threats. In order to further safeguard the auditor’s independence and objectivity, the Company engaged a KPMG aﬀiliate to perform non-audit services where such aﬀiliate was clearly best suited to perform the service. The provision of such services did not pose any conﬂict of interest with the audit or audit-related work. External Auditor Appointment and Tenure The Audit and Risk Commiee has primary responsibility for the reappointment or removal of the external auditor, which includes negotiating the fee and scope of the audit, and initiating tender processes in order to make recommendations to the Board regarding the appointment of an external auditor. The Audit and Risk Commiee annually assesses and reports to the Board on the qualiﬁcation, expertise, resources, independence and objectivity of the external auditor and the eﬀectiveness of the audit process, taking into consideration relevant UK and other relevant professional and regulatory requirements, including the AIC Code and the Financial Reporting Council (“FRC”) Standard, in order to satisfy itself that there are no relationships between the external auditor and the Company and/or the Investment Manager (other than in the ordinary course of business) which could adversely aﬀect the auditor’s independence and objectivity. In 2023, the Chair of the Audit and Compliance Commiee requested a periodic review of the external auditor, KPMG. The Audit and Compliance Commiee conducted a tender process in order to make recommendations to the Board regarding which external auditor should be appointed going forward. The Audit and Compliance Commiee engaged with four audit ﬁrms as potential replacements, however, only one audit ﬁrm responded positively. The Audit and Compliance Commiee noted that the sole audit ﬁrm that responded positively did not have a Vietnam oﬀice approved by the FRC. As a result, their proposed audit process will involve at least two oﬀices in diﬀerent jurisdictions, for which their combined fees were approximately double the current audit fees that the Company is paying. The Audit and Compliance Commiee proposed, and the Board concluded, that the selection of KPMG was the most appropriate external auditor for the Company. The Audit and Risk Commiee reviews the performance and qualiﬁcation of KPMG every year as part of good corporate governance. The conclusion remains that there are limited choices for auditors in Vietnam with relevant experience and that KPMG is the only FRC- qualiﬁed auditor in Vietnam. KPMG Limited (“KPMG”) was ﬁrst appointed as the Company’s external auditor in 2008 and during the audit tenure from 2008 to 2024, four audit partners were rotated to perform the service. For the year ended 31 December 2024, it was the third ﬁnancial year for the partner who was assigned to audit the Company’s ﬁnancial statements and processes. Audit and Risk Commiee Report Continued 42 Vietnam Enterprise Investments Limited - Annual Report 2024 Eﬀectiveness of Audit The Audit and Risk Commiee reviewed the audit planning and the standing, skills and experience of KPMG and the audit team and considered the independence of KPMG and the objectivity of the audit process. KPMG has conﬁrmed that it is independent of the Company and has complied with relevant auditing standards. No modiﬁcations were required to the external audit approach. The Audit and Risk Commiee received a presentation of the audit plan from KPMG prior to the commencement of the latest audit and a presentation of the results of the audit prior to the ARC meeting. During the meeting, the ARC discussed with KPMG on various topics including but not limited to audit planning and approach. The Audit and Risk Commiee is satisﬁed that KPMG has provided eﬀective independent challenge in carrying out its responsibilities. After due consideration, the Audit and Risk Commiee recommends the re- appointment of KPMG and their re-appointment will be put to the Company’s shareholders at the 2025 AGM. Fair, Balanced and Understandable Annual Report As a result of the work performed, the Audit and Risk Commiee has concluded that the annual report for the year ended 31 December 2024, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy. The Audit and Risk Commiee has reported on these ﬁndings to the Board. Low Suk Ling Chair of the Audit and Risk Commiee Vietnam Enterprise Investments Limited 29 April 2025 The Investment Company Showcase, London, 11 October 2024 Directors’ Remuneration Report 43 Vietnam Enterprise Investments Limited - Annual Report 2024 Directors’ role Fees per annum Member of the Board only US$45,000 Chair of the Board +US$10,000 Member of each Commiee +US$2,500 Chair of each Commiee +US$5,000 Directors 2024 (US$) 2023 (US$) Sarah Arkle 56,250 52,500 Charles Cade 51,250 12,083 Vi Peterson 52,500 52,500 Low Suk Ling 52,500 50,416 Gordon Lawson 30,000 57,917 Entela Benz-Saliasi 49,167 52,500 Table below describes the Directors’ fee paid to the Directors of the Company: * Gordon Lawson resigned on 30 June 2024 and Entela Benz-Saliasi resigned on 30 November 2024. Overview The Nomination and Remuneration Commiee is responsible for determining the level of Directors’ fees. The terms of reference are available on request. The Nomination and Remuneration Commiee has prepared this Report in accordance with the recommendations of the AIC Code of Corporate Governance. Remuneration Policy The Company’s Remuneration Policy for the Directors of the Company takes into consideration the principles of the UK Corporate Governance Code and the AIC’s recommendations regarding the application of those principles to investment companies. Directors’ remuneration is determined by the Nomination and Remuneration Commiee. Subject to the overall limit, the Remuneration Policy of the Board of Directors is that the remuneration of Non-executive Directors should reﬂect the nature of their duties, responsibilities and the value of their time spent, and be fair and comparable to that of other investment trusts and companies that are similar in size, have a similar capital structure and have a similar investment objective. No shareholder views were sought in seing the Remuneration Policy although any comments received from shareholders would be considered on an on-going basis. Directors’ Fees All of the Directors of the Company are non-executive and their fees are set within the limits of the Company’s Amended and Restated Memorandum and Articles of Association which limit the aggregate fees payable to the Board of Directors per annum to US$400,000. The level of this cap may be increased by a resolution of the shareholders from time to time. Fee rates have been established by reference to current market levels and are as follows: Vi Peterson Chair of the Nomination and Remuneration Commiee Vietnam Enterprise Investments Limited 29 April 2025 Board fees were last revised in 2021. In light of a recent benchmarking exercise the Board will be reviewing Directors fees in the second half of 2025. Board of Directors 44 Vietnam Enterprise Investments Limited - Annual Report 2024 Vi Peterson Appointed April 2018 Independent Non-executive Director Senior Independent Non-executive Director (from November 2023 to January 2025) Chair of the Nomination and Remuneration Commiee (from November 2023) Vi is an international business consultant based in Melbourne, Australia, with extensive experience across a diverse range of senior management roles and non-executive directorships in the private sector, public sector (trade diplomacy) and not-for-proﬁt / university sector. She came back in 1993 to establish the ANZ Bank’s greenﬁeld operations in Vietnam. She later served as Australia’s Senior Trade Commissioner to Vietnam until 1999. In 2000 she established a consultancy ﬁrm specialising in the provision of strategic advice to companies operating in emerging markets, helping them to navigate the complex political, cultural and regulatory environment in Asia. Concurrently until 2021, she was the co-founder and Executive Director of The Alliance for Safe Children, a US not-for-proﬁt corporation with a global mission to reduce the rising toll of child mortality arising from preventable injuries in Asia by advocating and raising funds for prevention program with governments and institutional donors. NRC ARC MEC Low Suk Ling Appointed July 2021 Independent Non-executive Director Chair of the Audit and Compliance Commiee (from November 2023 to November 2024) Chair of the Audit and Risk Commiee (from December 2024) Suk Ling currently serves as General Counsel for Marsh McLennan Asia, a global professional services ﬁrm with business in risk management, insurance and investment advising. In this role, she looks after legal and compliance at Marsh and Mercer in Asia. NRC ARC MEC Sarah Arkle Appointed January 2022 Independent Non-executive Director Chair of the Board (from July 2024) Sarah is an investment professional with over thirty years’ experience. Originally working for Save and Prosper Group and WI Carr (Overseas) Ltd, she joined Threadneedle Asset Management (now Columbia Threadneedle) in 1983. She held various positions there, including ten years as Chief Investment Oﬀicer before retiring in 2011. She was a non- Exec Director of F&C Investment Trust and Janus Henderson Group PLC and was Chair of JPMorgan Emerging Markets Investment Trust until 2022. Since 2011, Sarah has been a member of the Prince’s Trust Women Supporting Women Group. MEC NRC ARC ARC MEC NRC Audit and Risk Commiee member Management Engagement Commiee member Nomination and Remuneration Commiee member Commiee Chair Non-member Board of Directors Continued 45 Vietnam Enterprise Investments Limited - Annual Report 2024 Gordon Lawson Appointed July 2014 / Resigned June 2024 Independent Non-executive Director Chair of the Board (from July 2022 to June 2024) Gordon has many years of experience in the City, laerly as head of equity proprietary trading and EMEA equity, derivatives and convertible bond risk at Salomon/Citigroup and then as the founder of Pendragon Capital, a large event-driven hedge fund. Gordon is an adviser to several funds, sits on the Advisory Boards of several companies and funds, including Bridges Ventures and is Chair of Parkwalk Advisors. Charles Cade Appointed October 2023 Independent Non-executive Director Senior Independent Non-executive Director (from January 2025) Chair of the Management Engagement Commiee (from July 2024) Charles is an investment professional with over 30 years’ experience in investment companies. He was among the leading analysts throughout his career at Numis Securities, Winterﬂood Securities, HSBC and Merrill Lynch. He joined the City following an MBA, having previously worked for a consultancy ﬁrm and as an economist in the UK government. He is currently a non-executive director of Temple Bar Investment Trust, a member of the investment commiee of the Rank Foundation charity and an independent consultant to interactive investor. MEC ARC NRC Dominic Scriven O.B.E Appointed May 1995 Non-executive Director Born in Britain, Dominic is a graduate in Law and Sociology from Exeter University. After spells in ﬁnance in London and Hong Kong, he has spent the past 30 years at the head of Dragon Capital, Vietnam’s largest private asset manager. He was appointed OBE by Queen Elizabeth II in 2006 and received a Labour medal from the Vietnamese President in 2014. In business, Dominic is an active promoter of ﬁnancial market development, good governance and sustainability, with a particular focus on Natural Capital, that in 2019 led to the endowment of the Dragon Chair in Biodiversity Economics at Exeter University. Privately, his interests range from Vietnamese art to biodiversity and eliminating the illegal trade in wildlife. MEC ARC NRC Board of Directors Continued 46 Vietnam Enterprise Investments Limited - Annual Report 2024 Entela Benz-Saliasi Appointed May 2019 / Resigned November 2024 Independent Non-executive Director Chair of the Risk Management Commiee (from November 2023 to November 2024) Entela holds a PhD in Financial Asset Management and Engineering from Swiss Finance and Banking Institute, a postgraduate degree from Linacre College, Oxford and a MPhil from IUHEI, Geneva, Switzerland. She has served as Adjunct Associate Professor at Department of Finance, HKUST Business School, Finance Department in Hong Kong for more than 16 years. Alongside teaching, she has been acting as a consultant for Sustainable and Climate Investing since 2007. She has done extensive academic and industry work on asset pricing as well as the value of climate risk on company ﬁnancial performance for leading ﬁnancial institutions. She is also the founder and CEO of Intensel Limited, a global-award winning (COP28) company on AI and Climate Solutions leveraging ML/Deep Learning, geospatial and satellite data for mapping climate-related ﬁnancial risk. She sits on various pro-bono boards in Hong Kong and the Philippines. As a ﬁnancial professional she worked in the Investment bank and hedge fund industry including analyst in UBS (2007, HK), Longitude Investment SA (1999, Switzerland ) and a Director in Security and Exchange Commission (1997, Albania), before moving into an academic, consultancy and entrepreneurship role. Given the wealth of expertise spanning across academia and industry, she has acquired a comprehensive experience in strategy, risk management, ﬁnancial statements, accounting policies, practices and governance. She is a frequent speaker in large conference from The Economist to CLSA Forum etc.wildlife. Edphawin Jetjirawat Appointed March 2025 Independent Non-executive Director Eddy is an investor, business owner, and board member with over 20 years of global investment and business-building experience. Currently based in Bangkok, he co-founded a private investment ﬁrm, where he actively invests and serves on the boards of organisations across various industries. Prior to March 2022, Eddy was a Managing Director at Temasek, where he led investments across Southeast Asia, covering direct private investments, listed equities, and funds across multiple sectors. Over his 14-year tenure at Temasek, he also held key leadership roles, including serving as Staﬀ Oﬀicer to the CEO. Before Temasek, Eddy was a Vice President at Lombard Investments, a private equity ﬁrm focused on Thailand and Vietnam. He began his career as an investment banker at Merrill Lynch Phatra in Bangkok, advising major Thai corporations on M&A, IPOs, and debt restructuring. He holds an MBA from Harvard Business School and a Bachelors in Business Administration from Thammasat University, Thailand. Board of Directors Continued 47 Vietnam Enterprise Investments Limited - Annual Report 2024 Status Appointed Years on Board Ownership in VEIL Share % Sarah Arkle Independent 2022 2 20,000 0.01% Vi Peterson Independent 2018 6 - - Low Suk Ling Independent 2021 3 - - Charles Cade Independent 2023 1 25,000 0.01% Dominic Scriven O.B.E Non-Independent 1995 29 178,423 0.10% 223,423 0.12% All directors are non-executive. Edphawin Jetjirawat (appointed on 1 March 2025)has no beneﬁcial interest in the Company. Ownership in VEIL as of 31 December 2024 Left to Right: Charles Cade, Vi Peterson, Dominic Scriven O.B.E, Sarah Arkle, Entela Benz-Saliasi, Low Suk Ling 48 Vietnam Enterprise Investments Limited - Annual Report 2024 Report of the Board of Directors The Directors of Vietnam Enterprise Investments Limited (“the Company”) present their report and the audited ﬁnancial statements of the Company for the year ended 31 December 2024. Principal activity The Company is an investment holding company incorporated as an exempted company with limited liability in the Cayman Islands on 20 April 1995. The shares of the Company have been listed on the main market of the London Stock Exchange since 5 July 2016 (until 4 July 2016: listed on the Irish Stock Exchange). The principal activity of the Company is investing directly or indirectly in a diversiﬁed portfolio of listed and unlisted securities in Vietnam. Results and dividends The Company’s proﬁt for the year ended 31 December 2024 and its ﬁnancial position at that date are set out in the aached ﬁnancial statements. The Directors have taken the decision not to pay a dividend in respect of the year ended 31 December 2024 (2023: Nil). Share capital Details of movements in the Company’s share capital during the year are presented in Note 8. As at 31 December 2024, the Company had 184,733,753 Ordinary Shares and 1,000 Management Shares outstanding (31 December 2023: 201,026,986 Ordinary Shares and 1,000 Management Shares outstanding). According to the Resolution dated 22 March 2024, the Board of Directors resolved to cancel 19,893,760 treasury shares of the Company (“Share Cancellation”). The Share Cancellation was completed on 3 April 2024. Directors The Directors of the Company during the year ended 31 December 2024 and to the date of this annual report were as follows: Non-executive Director: Dominic Scriven O.B.E Independent Non-executive Directors: Sarah Arkle • Chair (since 1 July 2024) • Independent Non-executive Director (until 30 June 2024) Gordon Lawson • Chair (until 30 June 2024) Charles Cade • Senior Independent Non-executive Director (since 21 January 2025) • Independent Non-executive Director (until 20 January 2025) Vi Peterson • Senior Independent Non-executive Director (until 20 January 2025) • Independent Non-executive Director (since 21 January 2025) Low Suk Ling • Independent Non-executive Director Edphawin Jetjirawat • Independent Non-executive Director (since 1 March 2025) Entela Benz-Saliasi • Independent Non-executive Director (until 30 November 2024) In accordance with Article 91 of the Amended and Restated Memorandum and Articles of Association (the “Articles”), the Independent and Non-independent Non-executive Directors are required to submit themselves for re-election at the next occurring Annual General Meeting (“AGM”). Save for Gordon Lawson, who stepped down from the Board eﬀective 30 June 2024, all of the Independent Non-executive Directors were duly re-appointed at the AGM held on 25 June 2024 following the expiry of their respective terms. Dominic Scriven O.B.E also submied himself for re-election and was duly re-appointed. Report of the Board of Directors 49 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued Directors’ rights to acquire shares or debentures At no time during the year was the Company a party to any arrangement to enable the Company’s Directors or their respective spouses or minor children to acquire beneﬁts by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Directors’ interests in shares Dominic Scriven O.B.E, a Non-executive Director of the Company, is a beneﬁcial shareholder of the Company, holding 178,423 Ordinary Shares of the Company as at 31 December 2024 (31 December 2023: 178,423 Ordinary Shares). Dominic Scriven O.B.E also has indirect interests in shares of the Company as he is a key shareholder of Dragon Capital Group Limited, the parent company of Dragon Capital Limited which holds the Management Shares of the Company. Dragon Capital Group Limited is also the ultimate parent company of Dragon Capital Management (HK) Limited, which is the Investment Manager of the Company, and Dragon Capital Markets Limited. As at 31 December 2024, Dragon Capital Markets Limited beneﬁcially held 1,685,359 Ordinary Shares (31 December 2023: 1,685,359 Ordinary Shares) of the Company for investment and proprietary trading purposes. Sarah Arkle, an Independent Non-executive Director until 30 June 2024 and Chair of the Company since 1 July 2024, is a beneﬁcial shareholder of the Company, holding 20,000 Ordinary Shares of the Company as at 31 December 2024 (31 December 2023: 9,696 Ordinary Shares). Gordon Lawson, Chair of the Company until 30 June 2024, is a beneﬁcial shareholder of the Company, holding 25,000 Ordinary Shares of the Company as at 31 December 2024 (31 December 2023: 25,000 Ordinary Shares). Charles Cade, an Independent Non-executive Director until 20 January 2025 and a Senior Independent Non- executive Director since 21 January 2025, is a beneﬁcial shareholder of the Company, holding 25,000 Ordinary Shares of the Company as at 31 December 2024 (31 December 2023: 15,000 Ordinary Shares). Apart from the above, no other Director had a direct or indirect interest in the share capital of the Company, or its underlying investments at the end of the year, or at any time during the period. Directors’ interests in contracts There were no contracts of signiﬁcance in relation to the Company’s business in which a Director of the Company had a material interest, whether directly or indirectly, at the end of the year or at any time during the year. Major shareholders Details of the shareholders who owned more than 5% of the Company’s issued Ordinary Share capital as at 31 December 2024 and 2023 are set out in Note 8 to the ﬁnancial statements. Subsequent events Details of the material subsequent events of the Company are set out in Note 14 to the ﬁnancial statements. Auditors KPMG Limited, Vietnam Report of the Board of Directors 50 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued Sarah Arkle Chair Vietnam Enterprise Investments Limited 29 April 2025 Charles Cade Senior Independent Non-executive Director Vietnam Enterprise Investments Limited 29 April 2025 The Directors conﬁrm to the best of their knowledge that: • the ﬁnancial statements have been prepared in conformity with IFRS Accounting Standards and give a true and fair view of the assets, liabilities, ﬁnancial position and proﬁt or loss of the Company, and the undertakings included in the ﬁnancial statements taken as a whole, as required by the United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (“DTR”) 4.1.12R and are in compliance with the requirements set out in the Companies Law; • the Annual Report and ﬁnancial statements include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the ﬁnancial statements taken as a whole, together with a description of principal risks and uncertainties that they face; and • the Annual Report and ﬁnancial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. The Directors conﬁrm that they have complied with the above requirements in preparing the ﬁnancial statements. Approval of the ﬁnancial statements The Board of Directors hereby approves the accompanying ﬁnancial statements which give a true and fair view of the ﬁnancial position of the Company as at 31 December 2024, and of its ﬁnancial performance and its cash ﬂows for the year then ended in accordance with IFRS Accounting Standards. Signed on behalf of the Board by: Directors’ responsibility in respect of the ﬁnancial statements The Board of Directors is responsible for ensuring that the ﬁnancial statements of the Company are properly drawn up so as to give a true and fair view of the ﬁnancial position of the Company as at 31 December 2024 and of its ﬁnancial performance and its cash ﬂows for the year then ended. When preparing these ﬁnancial statements, the Board of Directors is required to: • adopt appropriate accounting policies which are supported by reasonable and prudent judgments and estimates and then apply them consistently; • comply with the requirements of IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) or, if there have been any departures in the interest of true and fair presentation, ensure that these have been appropriately disclosed, explained and quantiﬁed in the ﬁnancial statements; • maintain adequate accounting records and an eﬀective system of internal controls; • prepare the ﬁnancial statements on a going concern basis unless it is inappropriate to assume that the Company will continue its operations in the foreseeable future; and • control and direct eﬀectively the Company in all material decisions aﬀecting its operations and performance and ascertain that such decisions and/or instructions have been properly reﬂected in the ﬁnancial statements. The Board of Directors is also responsible for ensuring that proper accounting records are kept which disclose, with reasonable accuracy at any time, the ﬁnancial position of the Company. It is also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The important events that occurred during the year ended 31 December 2024 are described in the Chair’s Statement and the Corporate Governance Statement. A detailed description of the principal risks and uncertainties faced by the Company are set out in the Corporate Governance Statement. Independent Auditors’ Report 51 Vietnam Enterprise Investments Limited - Annual Report 2024 Independent Auditors’ Report 52 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued Independent Auditors’ Report 53 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued Independent Auditors’ Report 54 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued Statement of Financial Position as at 31 December 2024 55 Vietnam Enterprise Investments Limited - Annual Report 2024 Notes 31 December 2024 US$ 31 December 2023 US$ Change in % CURRENT ASSETS Financial assets at fair value through proﬁt or loss 5(a) 1,793,528,114 1,740,006,742 Other receivables 43,816 815,918 Balances due from brokers 2,208,879 3,705,746 Cash and cash equivalents 6 15,822,323 10,192,455 TOTAL ASSETS 1,811,603,132 1,754,720,861 3.24 CURRENT LIABILITIES Balances due to brokers 11,867,729 8,597,381 Accounts payable and accruals 7 2,625,702 2,865,772 TOTAL LIABILITIES 14,493,431 11,463,153 26.43 EQUITY Issued share capital 8 1,847,346 2,010,278 Share premium 8 287,049,152 408,590,156 Retained earnings 1,508,213,203 1,332,657,274 TOTAL EQUITY 1,797,109,701 1,743,257,708 3.09 TOTAL LIABILITIES AND EQUITY 1,811,603,132 1,754,720,861 3.24 NUMBER OF ORDINARY SHARES IN ISSUE 8 184,733,753 201,026,986 NET ASSET VALUE PER ORDINARY SHARE 9 9.73 8.67 12.23 Approved by the Board of Directors on 29 April 2025 Dominic Scriven O.B.E Director Vietnam Enterprise Investments Limited The accompanying notes are an integral part of these ﬁnancial statements Statement of Comprehensive Income for the Year Ended 31 December 2024 56 Vietnam Enterprise Investments Limited - Annual Report 2024 Notes 2024 US$ 2023 US$ INCOME Interest income 18,725 41,937 Dividend income 14,919,224 11,456,082 Net changes in fair value of ﬁnancial assets at fair value through proﬁt or loss 5(b) 177,142,004 180,399,537 Gains on disposals of investments 24,822,716 7,942,565 TOTAL INCOME 216,902,669 199,840,121 EXPENSES Administration fees 10 (1,324,762) (1,196,736) Custody fees 10 (989,041) (898,497) Directors’ fees 10 (291,667) (277,916) Management fees 10 (29,532,718) (30,922,019) Legal and professional service fees (895,675) (678,965) Brokerage fees (268,999) (100,000) Finance costs (5,520,480) (3,758,462) Withholding taxes (2,353) (5,382) Other operating expenses (202,927) (196,319) TOTAL EXPENSES (39,028,622) (38,034,296) NET PROFIT BEFORE EXCHANGE LOSSES 177,874,047 161,805,825 EXCHANGE LOSSES Net foreign exchange losses (2,318,118) (857,236) PROFIT BEFORE TAX 175,555,929 160,948,589 Income tax 11 - - NET PROFIT AFTER TAX FOR THE YEAR 175,555,929 160,948,589 OTHER COMPREHENSIVE INCOME FOR THE YEAR - - TOTAL COMPREHENSIVE INCOME FOR THE YEAR 175,555,929 160,948,589 TOTAL COMPREHENSIVE INCOME FOR THE YEAR ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 175,555,929 160,948,589 BASIC EARNINGS PER ORDINARY SHARE 12 0.90 0.79 The accompanying notes are an integral part of these ﬁnancial statements Statement of Changes in Equity for the year ended 31 December 2024 57 Vietnam Enterprise Investments Limited - Annual Report 2024 Issued share capital US$ Share premium US$ Retained earnings US$ Total US$ Balance at 1 January 2023 2,067,265 448,805,801 1,171,708,685 1,622,581,751 Total comprehensive income for the year: Net proﬁt for the year - - 160,948,589 160,948,589 Transactions with shareholders, recognised directly in equity: Repurchase of Ordinary Shares (56,987) (40,215,645) - (40,272,632) Balance at 1 January 2024 2,010,278 408,590,156 1,332,657,274 1,743,257,708 Total comprehensive income for the year: Net proﬁt for the year - - 175,555,929 175,555,929 Transactions with shareholders, recognised directly in equity: Repurchase of Ordinary Shares ( 162,932) ( 121,541,004) - ( 121,703,936) Balance at 31 December 2024 1,847,346 287,049,152 1,508,213,203 1,797,109,701 The accompanying notes are an integral part of these ﬁnancial statements Statement of Cash Flows for the Year Ended 31 December 2024 58 Vietnam Enterprise Investments Limited - Annual Report 2024 The accompanying notes are an integral part of these ﬁnancial statements Notes 2024 US$ 2023 US$ CASH FLOWS FROM OPERATING ACTIVITIES Proﬁt for the year 175,555,929 160,948,589 Adjustments for: Interest income (18,725) (41,937) Interest expense 2,270,480 945,962 Dividend income (14,919,224) (11,456,082) Net changes in fair value of ﬁnancial assets at fair value through proﬁt or loss (177,142,004) (180,399,537) Gains on disposals of investments (24,822,716) (7,942,565) (39,076,260) (37,945,570) Net cash ﬂows from subsidiaries carried at fair value 195,116,619 107,033,597 Changes in other receivables and balances due from brokers 1,496,867 (1,821,814) Changes in balances due to brokers and accounts payable and accruals 3,030,278 (1,518,217) 160,567,504 65,747,996 Proceeds from disposals of investments 501,057,442 321,852,003 Purchases of investments (547,730,713) (362,026,034) Interest received 18,725 41,937 Interest paid (2,270,480) (945,962) Dividends received 15,691,3265 11,306,176 Net cash generated from operating activities 127,333,804 35,976,116 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings 230,000,000 50,000,000 Repayments of borrowings (230,000,000) (50,000,000) Repurchase of Ordinary Shares (121,703,936) (40,272,632) Net cash used in ﬁnancing activities (121,703,936) (40,272,632) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 5,629,868 (4,296,516) Cash and cash equivalents at the beginning of the year 10,192,455 14,488,971 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 6 15,822,323 10,192,455 59 Vietnam Enterprise Investments Limited - Annual Report 2024 Notes to the Financial Statements for the Year Ended 31 December 2024 These notes form an integral part of, and should be read in conjunction with, the accompanying ﬁnancial statements. 1. THE COMPANY Vietnam Enterprise Investments Limited (the “Company”) is a closed-end investment fund incorporated as an exempted company with limited liability in the Cayman Islands on 20 April 1995. It commenced operations on 11 August 1995, the date on which the initial subscription proceeds were received. The investment objective of the Company is to invest directly or indirectly in publicly or privately issued securities of companies, projects and enterprises issued by Vietnamese entities, whether inside or outside Vietnam. The Company’s Ordinary Shares have been listed on the main market of the London Stock Exchange since 5 July 2016 (until 4 July 2016: listed on the Irish Stock Exchange). The Company is established for an unlimited duration. As required by the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”), at the annual general meeting (“AGM”) held on 18 June 2020, a special resolution to wind up the Company on 31 December 2022 was put to the meeting but was not passed. In accordance with the Articles, the Company will put before the AGM in 2025 a special resolution to wind up the Company eﬀective on 31 December 2027. The Company had the following investments in subsidiaries as at 31 December 2024 and 31 December 2023, for the purpose of investment holding: Subsidiaries Country of incorporation Principal activities % Ownership 31 December 2024 % Ownership 31 December 2023 Grinling International Limited British Virgin Islands Investment holding 100% 100% Wareham Group Limited British Virgin Islands Investment holding 100% 100% Goldchurch Limited () British Virgin Islands Investment holding - 100% VEIL Holdings Limited British Virgin Islands Investment holding 100% 100% Venner Group Limited British Virgin Islands Investment holding 100% 100% Rickmansworth Limited British Virgin Islands Investment holding 100% 100% VEIL Infrastructure Limited British Virgin Islands Investment holding 100% 100% Amersham Industries Limited British Virgin Islands Investment holding 100% 100% Balestrand Limited British Virgin Islands Investment holding 100% 100% Dragon Financial Holdings Limited British Virgin Islands Investment holding 100% 100% () Goldchurch Limited was dissolved in 1 November 2024. As at 31 December 2024 and 31 December 2023, the Company had no employees. Notes to the Financial Statements for the Year Ended 31 December 2024 60 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 2. BASIS OF PREPARATION a. Statement of compliance The Company’s ﬁnancial statements for the year ended 31 December 2024 have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). b. Basis of measurement These ﬁnancial statements have been prepared on the historical cost basis, except for ﬁnancial instruments classiﬁed as ﬁnancial assets at fair value through proﬁt or loss (“FVTPL”) which are measured at fair value. The methods used to measure fair value are described in Note 3c(iii). c. Functional and presentation currency These ﬁnancial statements are presented in United States Dollar (“US$”), which is the Company’s functional currency. Functional currency is the currency of the primary economic environment in which the Company operates. If indicators of the primary economic environment are mixed, then management uses its judgment to determine the functional currency that most faithfully represents the economic eﬀect of the underlying transactions, events and conditions. The Company’s investments and transactions are denominated in US$ and VND. Share subscriptions and dividends are made and paid in US$. Borrowings are made in US$. The expenses (including management fees, custody fees and administration fees) are denominated and paid in US$. Accordingly, management has determined that the functional currency of the Company is US$. d. Use of estimates and judgments In preparing these ﬁnancial statements, management has made judgements, estimates and assumptions that aﬀect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may diﬀer from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. In particular, information about signiﬁcant areas of estimation, uncertainty and critical judgments in applying accounting policies that have signiﬁcant eﬀect on the amounts recognised in the ﬁnancial statements are discussed as follows: Assessment as investment entity Entities that meet the deﬁnition of an investment entity within IFRS 10 - Consolidated Financial Statements are required to account for investments in controlled entities, as well as investments in associates, at fair value through proﬁt and loss. Subsidiaries that provide investment related services or engage in permied investment related activities with investees continue to be consolidated unless they are also investment entities. The criteria which deﬁne an investment entity are currently as follows: • An entity that obtains funds from one or more investors for the purpose of providing those investors with investment services; • An entity that commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and • An entity that measures and evaluates the performance of substantially all of its investments on a fair value basis. Notes to the Financial Statements for the Year Ended 31 December 2024 61 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued The Board of Directors has made an assessment and concluded that the Company meets the above-listed criteria of an investment entity. The investment objective of the Company is to provide shareholders with aractive capital returns by investing directly or indirectly through its subsidiaries in a diversiﬁed portfolio of listed and unlisted securities in Vietnam. The Company has always measured its investment portfolio at fair value. The exit strategy for all investments held by the Company and its subsidiaries is assessed regularly, documented and submied to the Investment Commiee of the Investment Manager for approval. The Company also meets the additional characteristics of an investment entity, in that it has more than one investment; the investments are predominantly in the form of equities and similar securities; it has more than one investor and its investors are not related parties. The Board has concluded that the Company therefore meets the deﬁnition of an investment entity. These conclusions will be reassessed on an annual basis for changes in any of these criteria or characteristics. Fair value of ﬁnancial instruments The most signiﬁcant estimates relate to the fair valuation of subsidiaries and the fair valuation of ﬁnancial instruments with signiﬁcant unobservable inputs in their underlying investment portfolio. The Board has assessed the fair valuation of each subsidiary to be equal to its net asset value at the reporting date, and the primary constituent of net asset value across subsidiaries is their underlying investment portfolio. Within the underlying investment portfolio, the fair value of ﬁnancial instruments that are not traded in an active market is determined by using valuation techniques. The Board uses its judgments to select a variety of valuation methods and make assumptions that are mainly based on market conditions existing at each reporting date. Impairment of ﬁnancial assets The Directors determine the allowance for impairment of ﬁnancial assets on a regular basis. This estimate is based on the Company’s historical experience and informed credit assessment and including looking forward information. e. Going concern The Directors have made an assessment of the Company’s ability to continue as a going concern and are satisﬁed that the Company has adequate resources to continue in operational existence for the foreseeable future (being a period of 12 months from the date these ﬁnancial statements were approved). Furthermore, the Directors are not aware of any material uncertainties that may cast signiﬁcant doubt upon the Company’s ability to continue as a going concern, having taken into account the liquidity of the Company’s investment portfolio and the Company’s ﬁnancial position in respect of its cash ﬂows, borrowing facilities and investment commitments. Therefore, the ﬁnancial statements have been prepared on the going concern basis. Notes to the Financial Statements for the Year Ended 31 December 2024 62 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 3. MATERIAL ACCOUNTING POLICIES The following material accounting policies have been applied consistently to all periods presented in these ﬁnancial statements. a. Subsidiaries Subsidiaries are investees controlled by the Company. The Company controls an investee when it is exposed to, or has rights to, variable returns from its involvement with the investee and has the ability to aﬀect those returns through its power over the investee. The Company is an investment entity and measures investments in its subsidiaries at FVTPL (see Note 2(d)). In determining whether the Company meets the deﬁnition of an investment entity, the Board considered the Company and its subsidiaries as a whole. In particular, when assessing the existence of investment exit strategies and whether the Company has more than one investment, the Board took into consideration the fact that all subsidiaries were formed in connection with the Company in order to hold investments on behalf of the Company. b. Foreign currency transactions Transactions in foreign currencies are translated into the functional currency of the Company at the exchange rate at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into the functional currency at the exchange rate at the date on which the fair value was determined. Foreign currency diﬀerences arising on translation are recognised in proﬁt or loss as net foreign exchange gain or loss, except for those arising on ﬁnancial instruments at FVTPL, which are recognised as a component of net changes in fair value of ﬁnancial instruments at FVTPL. c. Financial assets and ﬁnancial liabilities i. Recognition and initial measurement The Company initially recognises ﬁnancial assets and ﬁnancial liabilities at fair value on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument. Other ﬁnancial assets and ﬁnancial liabilities are recognised on the date on which they are originated. A ﬁnancial asset or ﬁnancial liability is measured initially at fair value plus, for an item not at FVTPL, transaction costs that are directly aributable to its acquisition or issue. Notes to the Financial Statements for the Year Ended 31 December 2024 63 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued ii. Classiﬁcation and subsequent measurement Classiﬁcation of ﬁnancial assets On initial recognition, the Company classiﬁes ﬁnancial assets as measured at amortised cost or FVTPL. A ﬁnancial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: • it is held within a business model whose objective is to hold assets to collect contractual cash ﬂows; and • its contractual terms give rise on speciﬁed dates to cash ﬂows that are solely payments of principal and interest. All other ﬁnancial assets of the Company are measured at FVTPL. Business model assessment The Company makes an assessment of the objective of the business model in which a ﬁnancial asset is held at a portfolio level because this best reﬂects the way the business is managed and information is provided to management. The information considered includes: • The documented investment strategy and the execution of this strategy in practice. This includes whether the investment strategy focuses on earning contractual interest income, maintaining a particular interest rate proﬁle, matching the duration of the ﬁnancial assets to the duration of any related liabilities or expected cash outﬂows or realising cash ﬂows through the sale of the assets; • How the performance of the portfolio is evaluated and reported to the Company’s management; • The risks that aﬀect the performance of the business model (and the ﬁnancial assets held within that business model) and how those risks are managed; • How the investment manager is compensated: e.g. whether compensation is based on the fair value of the assets managed or the contractual cash ﬂows collected; and • The frequency, volume and timing of sales of ﬁnancial assets in prior periods, the reasons for such sales and expectations about future sales activity. The Company has determined that it has two business models: • Held-to-collect business model: this includes cash and cash equivalents, balances due from brokers and other receivables. These ﬁnancial assets are held to collect contractual cash ﬂows. • Other business model: this includes directly held investments and investments in subsidiaries. These ﬁnancial assets are managed and their performance is evaluated, on a fair value basis, with frequent sales taking place. Assessment whether contractual cash ﬂows are solely payments of principal and interest For the purposes of this assessment, “principal” is deﬁned as the fair value of the ﬁnancial asset on initial recognition. “Interest” is deﬁned as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a proﬁt margin. In assessing whether the contractual cash ﬂows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the ﬁnancial asset contains a contractual term that could change the timing or amount of contractual cash ﬂows such that it would not meet this condition. In making this assessment, the Company considers: • contingent events that would change the amount or timing of cash ﬂows; • leverage features; • prepayment and extension features; • terms that limit the Company’s claim to cash ﬂows from speciﬁed assets (e.g. non-recourse features); and • features that modify consideration of the time value of money (e.g. periodical reset of interest rates). Notes to the Financial Statements for the Year Ended 31 December 2024 64 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued Reclassiﬁcations Financial assets are not reclassiﬁed subsequent to their initial recognition unless the Company were to change its business model for managing ﬁnancial assets, in which case all aﬀected ﬁnancial assets would be reclassiﬁed on the ﬁrst day of the ﬁrst reporting period following the change in the business model. Subsequent measurement of ﬁnancial assets • Financial assets at FVTPL These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income and expense and foreign exchange gains and losses, are recognised in proﬁt or loss. Financial assets at FVTPL include directly held investments and investments in subsidiaries. • Financial assets at amortised cost These assets are subsequently measured at amortised cost using the eﬀective interest method. Interest income and foreign exchange gains and losses are recognised in proﬁt or loss. Any gain or loss on derecognition is also recognised in proﬁt or loss. Cash and cash equivalents, balances due from brokers and other receivables are included in this category. Financial liabilities – Classiﬁcation, subsequent measurement and gains and losses Financial liabilities are classiﬁed as measured at amortised cost or FVTPL. A ﬁnancial liability is classiﬁed as at FVTPL if it is held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in proﬁt or loss. Other ﬁnancial liabilities are subsequently measured at amortised cost using the eﬀective interest method. Interest expense and foreign exchange gains and losses are recognised in proﬁt or loss. Any gain or loss on derecognition is also recognised in proﬁt or loss. Financial liabilities measured at amortised cost include balances due to brokers and accounts payable and accruals. iii. Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reﬂects its non-performance risk. When available, the Company measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with suﬀicient frequency and volume to provide pricing information on an ongoing basis. The Company measures instruments quoted in an active market at a mid price, because this price provides a reasonable approximation of the exit price. If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction. The Company recognises transfer between levels of the fair value hierarchy as at the end of the reporting period during which the change occurred. Notes to the Financial Statements for the Year Ended 31 December 2024 65 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued iv. Amortised cost measurement The “amortised cost” of a ﬁnancial asset or liability is the amount at which the ﬁnancial asset or ﬁnancial liability is measured on initial recognition minus principal repayments, plus or minus the cumulative amortisation using the eﬀective interest method of any diﬀerence between that initial amount and the maturity amount and, for ﬁnancial assets, adjusted for any loss allowance. v. Impairment The Company recognises loss allowances for expected credit losses (“ECLs”) on ﬁnancial assets measured at amortised cost. The Company measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs: • Financial assets that are determined to have low credit risk at the reporting date; and • Other ﬁnancial assets for which credit risk (i.e. the risk of default occurring over the expected life of the asset) has not increased signiﬁcantly since initial recognition. When determining whether the credit risk of a ﬁnancial asset has increased signiﬁcantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or eﬀort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking information. The Company assumes that the credit risk on a ﬁnancial asset has increased signiﬁcantly if it is more than 30 days past due. The Company considers a ﬁnancial asset to be in default when: • the debtor is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realising security (if any is held); or • the ﬁnancial asset is more than 90 days past due. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a ﬁnancial instrument. 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk. Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the diﬀerence between the cash ﬂows due to the entity in accordance with the contract and the cash ﬂows that the Company expects to receive). ECLs are discounted at the eﬀective interest rate of the ﬁnancial asset. However, if the ﬁnancial assets were credit-impaired, then the estimate of credit losses would be based on a speciﬁc assessment of the expected cash shortfalls and on the original eﬀective interest rate. Notes to the Financial Statements for the Year Ended 31 December 2024 66 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued Credit-impaired ﬁnancial assets At each reporting date, the Company assesses whether ﬁnancial assets carried at amortised cost are credit-impaired. A ﬁnancial asset is “credit-impaired” when one or more events that have a detrimental impact on the estimated future cash ﬂows of the ﬁnancial asset have occurred. Evidence that a ﬁnancial asset is credit-impaired includes the following observable data: • signiﬁcant ﬁnancial diﬀiculty of a debtor; • a breach of contract such as a default or being more than 90 days past due; or • it is probable that the debtor will enter bankruptcy or other ﬁnancial reorganisation. Presentation of allowance for ECLs in the statement of ﬁnancial position Loss allowances for ﬁnancial assets measured at amortised cost are deducted from the gross carrying amount of the assets. Write-oﬀ The gross carrying amount of a ﬁnancial asset is wrien oﬀ when the Company has no reasonable expectations of recovering a ﬁnancial asset in its entirety or a portion thereof. vi. Derecognition The Company derecognises a ﬁnancial asset when the contractual rights to the cash ﬂows from the ﬁnancial asset expire, or it transfers the rights to receive the contractual cash ﬂows in a transaction in which substantially all of the risks and rewards of ownership of the ﬁnancial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the ﬁnancial asset. On derecognition of a ﬁnancial asset, the diﬀerence between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset that is derecognised) and the consideration received (including any new asset obtained less any new liability assumed) is recognised in proﬁt or loss. Any interest in such transferred ﬁnancial assets that is created or retained by the Company is recognised as a separate asset or liability. The Company enters into transactions whereby it transfers assets recognised in its statement of ﬁnancial position but retains either all or substantially all of the risks and rewards of the transferred assets or a portion of them. If all or substantially all of the risks and rewards are retained, then the transferred assets are not derecognised. Transfers of assets with retention of all or substantially all of the risks and rewards include sale and repurchase transactions. The Company derecognises a ﬁnancial liability when its contractual obligations are discharged or cancelled or expired. On derecognition of a ﬁnancial liability, the diﬀerence between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in proﬁt or loss. vii. Oﬀseing Financial assets and liabilities are oﬀset and the net amount presented in the statement of ﬁnancial position when, and only when, the Company has a legally enforceable right to oﬀset the amounts and intends either to sele them on a net basis or to realise the asset and sele the liability simultaneously. Income and expenses are presented on a net basis for gains and losses from ﬁnancial instruments at FVTPL and foreign exchange gains and losses. Notes to the Financial Statements for the Year Ended 31 December 2024 67 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued d. Cash and cash equivalents Cash and cash equivalents comprise deposits with banks and highly liquid ﬁnancial assets with maturities of three months or less from the date of acquisition that are subject to an insigniﬁcant risk of changes in their fair value and are used by the Company in the management of short-term commitments, other than cash collateral provided in respect of derivatives and securities borrowing transactions. e. Share capital Issuance of share capital Management Shares and Ordinary Shares are classiﬁed as equity. The diﬀerence between the issued price and the par value of the shares less any incremental costs directly aributable to the issuance of shares is credited to share premium. Repurchase of Ordinary Shares When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly aributable costs, net of any tax eﬀects, is recognised as a deduction from equity. Par value of repurchased shares is presented as deductions from share capital and the excess over par value of repurchased shares is presented as deductions from share premium. When repurchased shares are sold or reissued subsequently, the amount received is recognised as an increase in share capital and share premium which is similar to the issuance of share capital. f. Segment reporting The Company is organised and operates as one operating segment – investment in equity securities in Vietnam. Consequently, no segment reporting is provided in the Company’s ﬁnancial statements. g. Provisions A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outﬂow of economic beneﬁts will be required to sele the obligation. Provisions are determined by discounting the expected future cash ﬂows at a pre-tax rate that reﬂects current market assessments of the time value of money and the risks speciﬁc to the liability. The unwinding of the discount is recognised as a ﬁnance cost. h. Interest Interest income and expense presented in the statement of comprehensive income comprise interest on ﬁnancial assets and ﬁnancial liabilitites measured at amortised cost calculated on an eﬀective interest basis. The eﬀective interest rate is calculated on initial recognition of a ﬁnancial instrument as the rate that exactly discounts estimated future cash payments or receipts through the expected life of the ﬁnancial instrument or through to the next market based repricing date to the net carrying amount of the ﬁnancial instrument to: • the gross carrying amount of the ﬁnancial asset; or • the amortised cost of the ﬁnancial liability. In calculating interest income and expense, the eﬀective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for ﬁnancial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the eﬀective interest rate to the amortised cost of the ﬁnancial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis. Notes to the Financial Statements for the Year Ended 31 December 2024 68 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued i. Dividend income Dividend income is recognised in proﬁt or loss on the date on which the right to receive payment is established. For listed equity securities, this is usually the ex-dividend date. For unlisted equity securities, this is usually the date on which the shareholders approve the payment of a dividend. Dividend income from equity securities designated as at FVTPL is recognised in proﬁt or loss in a separate line item. j. Net income from ﬁnancial assets at FVTPL Net income from ﬁnancial assets at FVTPL includes all realised and unrealised fair value changes and foreign exchange diﬀerences, but excludes interest and dividend income. Net realised gain/loss from ﬁnancial assets at FVTPL is calculated using the weighted average cost method. k. Expenses All expenses, including management fees and incentive fees, are recognised in proﬁt or loss on an accrual basis. l. Basic earnings per share and Net Asset Value per share The Company presents basic earnings per share (“EPS”) for its Ordinary Shares. Basic EPS is calculated by dividing net proﬁt or loss aributable to the Ordinary Shareholders by the weighted average number of Ordinary Shares outstanding during the year. The Company did not have potentially dilutive shares as of 31 December 2024 and 2023. Net asset value (“NAV”) per share is calculated by dividing the NAV aributable to the Ordinary Shareholders by the number of outstanding Ordinary Shares as at the reporting date. NAV is determined as total assets less total liabilities. Where Ordinary Shares have been repurchased, NAV per share is calculated based on the assumption that those repurchased Ordinary Shares have been cancelled. m. Related parties a. A person, or a close member of that person’s family, is related to the Company if that person: i. has control or joint control over the Company; ii. has signiﬁcant inﬂuence over the Company; or iii. is a member of the key management personnel of the Company. b. An entity is related to the Company if any of the following conditions applies: i. The entity and the Company are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others); ii. One entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member); iii. The entity and the Company are joint ventures of the same third party; iv. One entity is a joint venture of a third entity and the other entity is an associate of the third entity; v. The entity is a post employment beneﬁt plan for the beneﬁt of employees of either the Company or an entity related to the Company; vi. The entity is controlled or jointly controlled by a person identiﬁed in (a); vii. A person identiﬁed in (a)(i) has signiﬁcant inﬂuence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); or viii. The entity, or any member of a group of which it is a part, provides key management personnel services to the Company. Dragon Capital Group Limited, together with its subsidiaries (including Dragon Capital Management (HK) Limited ), associates, and investment companies/funds under their management, are considered related parties to the Company. Notes to the Financial Statements for the Year Ended 31 December 2024 69 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued n. Accounting standards issued but not yet eﬀective A number of new accounting standards and amendments to accounting standards are eﬀective for annual periods beginning after 1 January 2024 and earlier application is permied; however, the Company has not early adopted the new or amended standards that may be relevant in preparing these ﬁnancial statements. IFRS 18 Presentation and Disclosure in ﬁnancial statements IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting beginning on or after 1 January 2027. The new accounting standard introduces the following key new requirements. • Entities are required to classify all income and expenses into ﬁve categories in the statement of proﬁt or loss, namely the operating, investing, ﬁnancing, discontinued operations and income tax categories. Entities are also required to present a newly-deﬁned operating proﬁt subtotal. Entities’ net proﬁt will not change as a result of applying IFRS 18. • Management-deﬁned performance measures (MPMs) are disclosed in a single note in the ﬁnancial statements. • Enhanced guidance is provided on how to group information in the ﬁnancial statements. In addition, all entities are required to use the operating proﬁt subtotal as the starting point for the statement of cash ﬂows when presenting operating cash ﬂows under the indirect method. The Company is still in the process of assessing the impact of the new accounting standard, particularly with respect to the structure of the Company’s statement of comprehensive income, the statement of cash ﬂows and the additional disclosures required for MPMs. The Company is also assessing the impact on how information is grouped in the ﬁnancial statements, including for items currently labelled as “other”. Other accounting standards The following new and amended accounting standards are not expected to have a signiﬁcant impact on the Company’s ﬁnancial statements. • Lack of Exchangeability (Amendment to IAS 21); and • Classiﬁcation and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 17). Notes to the Financial Statements for the Year Ended 31 December 2024 70 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 4. TRANSACTIONS WITH RELATED PARTIES Dominic Scriven O.B.E, a Non-executive Director of the Company, is a beneﬁcial shareholder of the Company, holding 178,423 Ordinary Shares of the Company as at 31 December 2024 (31 December 2023: 178,423 Ordinary Shares). Dominic Scriven O.B.E also has indirect interests in the share capital of the Company as he is a key shareholder of Dragon Capital Group Limited, the parent company of Dragon Capital Limited which holds the Management Shares of the Company. Dragon Capital Group Limited is also the ultimate parent company of Dragon Capital Management (HK) Limited, which is the Investment Manager of the Company, and Dragon Capital Markets Limited. As at 31 December 2024, Dragon Capital Markets Limited beneﬁcially held 1,685,359 Ordinary Shares (31 December 2023: 1,685,359 Ordinary Shares) of the Company for investment and proprietary trading purposes. Sarah Arkle, an Independent Non-executive Director until 30 June 2024 and Chair of the Company since 1 July 2024, is a beneﬁcial shareholder of the Company, holding 20,000 Ordinary Shares of the Company as at 31 December 2024 (31 December 2023: 9,696 Ordinary Shares). Gordon Lawson, Chair of the Company until 30 June 2024, is a beneﬁcial shareholder of the Company, holding 25,000 Ordinary Shares of the Company as at 31 December 2024 (31 December 2023: 25,000 Ordinary Shares). Charles Cade, an Independent Non-executive Director until 20 January 2025 and a Senior Independent Non-executive Director from 21 January 2025, is a beneﬁcial shareholder of the Company, holding 25,000 Ordinary Shares of the Company as at 31 December 2024 (31 December 2023: 15,000 Ordinary Shares). During the year, the Directors, with the exception of Dominic Scriven O.B.E, earned US$291,667 (2023: US$277,916) for their participation in the Board of Directors of the Company. During the year, total broker fees incurred and charged by Ho Chi Minh City Securities Corporation – an associate of Dragon Capital Group Limited and one of the securities brokers of the Company and its subsidiaries – amounted to US$628,878 (2023: US$763,037). As at 31 December 2024, the broker fee payable to Ho Chi Minh City Securities Corporation was US$5,511 (31 December 2023: US$5,290). Notes to the Financial Statements for the Year Ended 31 December 2024 71 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 31 December 2024 US$ 31 December 2023 US$ Directly held investments (i) 895,469,227 785,307,882 Investments in subsidiaries (ii) 898,058,887 954,698,860 1,793,528,114 1,740,006,742 5. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OF LOSS a. Financial assets at fair value through proﬁt or loss reported in the statement of ﬁnancial position: i. The cost and carrying value of directly held investments of the Company were as follows: 31 December 2024 US$ 31 December 2023 US$ Listed equity investments At cost 729,710,109 658,214,122 Unrealised gains 132,260,197 86,648,144 At carrying value 861,970,306 744,862,266 Unlisted equity investments At cost 48,962,737 48,962,737 Unrealised losses (15,463,816) (8,517,121) At carrying value () 33,498,921 40,445,616 895,469,227 785,307,882 () See Note 13 (A) (iii) for further disclosure on signiﬁcant unobservable inputs used in measuring fair value of the directly held unlisted equity investments. Movements of investments directly held by the Company during the year were as follows: 31 December 2024 US$ 31 December 2023 US$ Opening balance 785,307,882 691,582,819 Purchases 547,730,713 362,026,034 Sales (476,234,726) (313,909,438) Unrealised gains 38,665,358 45,608,467 Closing balance 895,469,227 785,307,882 Notes to the Financial Statements for the Year Ended 31 December 2024 72 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued ii. Investments in subsidiaries are fair valued at the net asset value of the subsidiaries with the major part being aributable to the underlying investment portfolio. The underlying investment portfolio is valued under the same methodology as directly held investments of the Company, with any other assets or liabilities within subsidiaries fair valued in accordance with the Company’s accounting policies. All cash ﬂows to/from subsidiaries are treated as an increase/decrease in the fair value of the subsidiary. The net assets of the Company’s subsidiaries comprised: 31 December 2024 US$ 31 December 2023 US$ Financial assets at fair value through proﬁt or loss (iii) 873,969,056 951,196,512 Other receivables 166,672 872,305 Balances due from brokers 8,734,279 2,474,172 Cash and cash equivalents 23,122,224 11,532,338 Total assets 905,992,231 966,075,327 Balances due to brokers 7,933,344 11,376,467 Total liabilities 7,933,344 11,376,467 Net assets 898,058,887 954,698,860 iii. The cost and carrying value of underlying ﬁnancial assets at FVTPL held by the subsidiaries of the Company were as follows: 31 December 2024 US$ 31 December 2023 US$ Listed equity investments At cost 671,008,045 719,623,518 Unrealised gains 202,961,011 231,572,994 At carrying value 873,969,056 951,196,512 Movements in the carrying value of investments in subsidiaries during the year were as follows: 31 December 2024 US$ 31 December 2023 US$ Opening balance 954,698,860 926,941,387 Net cash ﬂows from subsidiaries (195,116,619) (107,033,597) Fair value movements in investments in subsidiaries 138,476,646 134,791,070 Closing balance 898,058,887 954,698,860 Notes to the Financial Statements for the Year Ended 31 December 2024 73 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued Movements of investments held by the subsidiaries of the Company during the year were as follows: 31 December 2024 US$ 31 December 2023 US$ Opening balance 951,196,512 920,080,847 Purchases 611,229,213 408,674,727 Sales (659,844,686) (390,791,751) Unrealised (losses)/gains (28,611,983) 13,232,689 Closing balance 873,969,056 951,196,512 31 December 2024 31 December 2023 US$ % US$ % Financials (Banks) 651,500,345 36 619,433,668 36 Real Estate 304,939,284 17 348,482,988 20 Consumer Discretionary 238,160,647 13 127,814,141 7 Materials 170,365,090 10 282,758,865 16 Information Technology 145,229,637 8 106,704,113 6 Financials (Diversiﬁed) 94,279,515 5 125,473,152 7 Consumer Staples 70,239,048 4 51,613,773 3 Industrials 40,136,100 3 12,677,533 1 Energy 54,588,617 3 61,546,161 4 Net monetary assets kept by subsidiaries 24,089,831 1 3,502,348 - 1,793,528,114 100 1,740,006,742 100 Investment portfolio by sector was as follows: iv. Restrictions The Company receives income in the form of dividends from its investments in unconsolidated subsidiaries and there are no signiﬁcant restrictions on the transfer of funds from these entities to the Company. v. Support The Company provides or receives ongoing support to/from its subsidiaries for the purchase/sale of portfolio investments. During the year, the Company received support from its unconsolidated subsidiaries as noted in Note 5(a)(ii). The Company has no contractual commitments or current intentions to provide any other ﬁnancial or other support to its unconsolidated subsidiaries. Notes to the Financial Statements for the Year Ended 31 December 2024 74 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 31 December 2024 US$ 31 December 2023 US$ Management fees 2,343,574 2,584,711 Administration fees 222,128 219,061 Other payables 60,000 62,000 2,625,702 2,865,772 31 December 2024 US$ 31 December 2023 US$ Cash in banks 15,822,323 10,192,455 6. CASH AND CASH EQUIVALENTS 7. ACCOUNTS PAYABLE AND ACCRUALS b. Net change in fair value of ﬁnancial assets at fair value through proﬁt or loss reported in the statement of comprehensive income: 2024 US$ 2023 US$ Unrealised gains of investments directly held by the Company 38,665,358 45,608,467 Fair value movements in investments in subsidiaries 138,476,646 134,791,070 177,142,004 180,399,537 Notes to the Financial Statements for the Year Ended 31 December 2024 75 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 8. ISSUED SHARE CAPITAL AND SHARE PREMIUM 31 December 2024 US$ 31 December 2023 US$ Authorised: 500,000,000 Ordinary Shares at par value of US$0.01 each 5,000,000 5,000,000 300,000,000 Conversion Shares at par value of US$0.01 each 3,000,000 3,000,000 1,000 Management Shares at par value of US$0.01 each 10 10 8,000,010 8,000,010 Issued and fully paid: 201,026,986 Ordinary Shares at par value of US$0.01 each (31 December 2023: 220,920,746 Ordinary Shares at par value of US$0.01 each) 2,010,268 2,209,207 1,000 Management Shares at par value of US$0.01 each 10 10 2,010,278 2,209,217 Treasury Shares: Ordinary Shares (162,932) (198,939) Shares in circulation: Ordinary Shares 1,847,336 2,010,268 Management Shares 10 10 Outstanding issued share capital in circulation 1,847,346 2,010,278 Holders of Ordinary Shares present in person or by proxy or by authorised representative shall have one vote and, on a poll, every holder of Ordinary Shares present in person or by proxy or by authorised representative shall have one vote for every Ordinary Share of which he is the registered holder. The Ordinary Shares carry rights to dividends as set out in Articles 106 to 114 of the Articles. In a winding up, the Ordinary Shares carry a right to a return of the nominal capital paid up in respect of such Ordinary Shares, and the right to share in the manner set out in the Articles in surplus assets remaining after the return of the nominal capital paid up on the Ordinary Shares and Management Shares, provided that in a winding up the assets available for distribution among the members are more than suﬀicient to repay the whole of the nominal capital paid up at the commencement of the winding up. No holder of Ordinary Shares has the right to request the redemption of any of his Ordinary Shares at his option or to require his Ordinary Shares to be redeemed by the Company. The Company may, in its complete discretion, consider requests from holders of Ordinary Shares to have their Ordinary Shares redeemed by the Company. The Company may also, from time to time, repurchase its shares, including fraction of shares. The Conversion Shares carry the exclusive right to dividends in respect of assets aributable to the Conversion Shares, in accordance with the provisions of Articles 106 to 114. No dividend or other distribution shall be declared, made or paid by the Company on any of its shares by reference to a record date falling between the Calculation Date and the Conversion Date as set out in the Articles. The new Ordinary Shares to be issued on conversion shall rank in full pari passu with the existing Ordinary Shares for all dividends and other distributions with a record date falling after the conversion date. In order for the holder of the Conversion Shares to participate in the winding up of the Company, the Conversion Shares, if any, which are in existence at the date of the winding up of the Company will for all purposes be deemed to have been automatically converted into Ordinary Shares and Deferred Shares immediately prior to the winding up, on the same basis as if conversion occurred 28 business days after the calculation date arising as a result of the resolution or the court to wind up the Company. Notes to the Financial Statements for the Year Ended 31 December 2024 76 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued Until conversion, the consent of the holders of the Conversion Shares voting as a separate class and the holders of the Ordinary Shares voting as a separate class shall be required in accordance with the provisions of Article 14 to eﬀect any variation or abrogation in their respective class rights. During the year, no Conversion Shares were in issue, and no Conversion Shares were in issue as at 31 December 2024 and 2023. According to the Resolution dated 22 March 2024, the Board of Directors resolved to cancel 19,893,760 treasury shares of the Company (“Share Cancellation”). The Share Cancellation was completed on 3 April 2024. The Management Shares shall not be redeemed by the Company, and do not carry any right to dividends. In a winding up, Management Shares are entitled to a return of paid up nominal capital out of the assets of the Company, but only after the return of nominal capital paid up on Ordinary Shares. The Management Shares each carry one vote on a poll. The holders of the Management Shares have the exclusive right to appoint two individuals to the Board. As at 31 December 2024 and 2023, the following shareholders owned more than 5% of the Company’s issued Ordinary Share capital: 31 December 2024 31 December 2023 Number of Ordinary Shares held % of total Ordinary Shares in issue Number of Ordinary Shares held % of total Ordinary Shares in issue Gates Foundation Trust (formerly known as “Bill & Melinda Gates Foundation”) 27,990,994 15.15 24,670,745 12.27 Inter Fund Management S.A. 21,962,044 11.89 27,423,467 13.64 City of London Investment Management Group (US) 9,732,186 5.27 8,361,173 4.16 Baillie Giﬀord 9,482,096 5.13 10,483,625 5.22 State Street Bank & Trust Company 74,225 0.04 14,764,703 7.34 31 December 2024 31 December 2023 Shares US$ Shares US$ Balance at the beginning of the year 201,026,986 2,010,268 206,725,678 2,067,255 Repurchase of Ordinary Shares during the year (16,293,233) (162,932) (5,698,692) (56,987) Balance at the end of the year 184,733,753 1,847,336 201,026,986 2,010,268 Movements in Ordinary Share capital during the year were as follows: 9. NET ASSET VALUE PER ORDINARY SHARE The calculation of the NAV per Ordinary Share was based on the equity of the Company as at 31 December 2024 of US$1,797,109,708 (31 December 2023: US$1,743,257,708) and the number of outstanding Ordinary Shares in issue as at that date of 184,733,753 shares (31 December 2023: 201,026,986 shares). Notes to the Financial Statements for the Year Ended 31 December 2024 77 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 10. FEES The management, administration and custody fees are calculated based on the NAV of the Company. Administration fees Standard Chartered Bank (the “Administrator”) is entitled to receive a fee of 0.048% (2023: 0.048%) of the gross assets per annum, payable monthly in arrears and subject to a minimum monthly fee of US$4,000 per fund. During the year, total administration fees amounted to US$1,324,762 (2023: US$1,196,736). As at 31 December 2024, an administration fee of US$222,128 (31 December 2023: US$219,061) was payable to the Administrator. Custody fees Standard Chartered Bank (the “Custodian”) is entitled to receive a fee of 0.04% (2023: 0.04%) of the assets under custody per annum, payable monthly in arrears and subject to a minimum monthly fee of US$500 per custody account. In addition, the Custodian is entitled to US$20 per listed transaction. During the year, total custody fees amounted to US$989,041 (2023: US$898,497). There were no custody fees payable as at 31 December 2024 and 2023. Directors’ fees During the year, total directors’ fees amounted to US$291,667 (2023: US$277,916). There were no directors’ fees payable as at 31 December 2024 and 2023. Dominic Scriven O.B.E has permanently waived his rights to receive directors’ fees for his services as Director of the Company. Management fees Before 1 July 2024, the management fee is calculated and accrued daily on the following basis: • 1.85% per annum on the ﬁrst US$1.25 billion of the NAV; • 1.65% per annum on the portion of the NAV in excess of US$1.25 billion and less than or equal to US$1.5 billion; and • 1.5% per annum on the portion of the NAV above US$1.5 billion. From 1 July 2024, the management fee is calculated and accrued daily at a ﬂat rate of 1.5% per annum of the Company’s NAV. During the year, total management fees amounted to US$29,532,718 (2023: US$30,922,019). As at 31 December 2024, a management fee of US$2,343,574 (31 December 2023: US$2,584,711) remained payable to the Investment Manager. Audit and non-audit fees During the year, included in legal and professional service fees of the Company were audit and related fees amounting to US$80,000 (2023: US$80,000) paid/payable to the auditor, KPMG Limited. In addition, the total non-audit fees paid to the network ﬁrms of KPMG Limited were US$31,103 in 2024 (2023: US$28,128). Notes to the Financial Statements for the Year Ended 31 December 2024 78 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 11. INCOME TAX Under the current law of the Cayman Islands and the British Virgin Islands, the Company and its subsidiaries are not required to pay any taxes in the Cayman Islands or the British Virgin Islands on either income or capital gains and no withholding taxes will be imposed on distributions by the Company to its shareholders or on the winding-up of the Company. Vietnam tax In accordance with Circular No. 103/2014/TT-BTC issued by the Ministry of Finance of Vietnam taking eﬀective from 1 October 2014 providing guidelines on the fulﬁlment of tax obligations of foreign entities, foreign individuals doing business in Vietnam or earning income in Vietnam, the Company is subject to 20% capital assignment tax on the net gain from the transfer of capital, not being considered as tax on gains from the transfer of securities per Vietnamese regulations, 0.1% withholding tax on proceeds of transferring securities, certiﬁcates of deposits and 5% withholding tax on the interest received from any Vietnamese entities. Dividends distributed from after-tax proﬁts by Vietnamese investee companies to foreign corporate investors are not subject to Vietnamese withholding taxes. Hong Kong tax A fund would be exposed to Hong Kong Proﬁts Tax (“HKPT”) if: a. it carries on trade or business in Hong Kong; b. proﬁts from that trade or business have a Hong Kong source; c. those proﬁts are not capital proﬁts; and d. the proﬁts are not exempted under the Oﬀshore Persons Exemption or the Funds Exemption. Under such circumstances, HKPT will be charged at a rate of 16.5% (2023: 16.5%) in respect of any proﬁts which arise in or are derived from Hong Kong and which are not capital proﬁts or exempt proﬁts. The Oﬀshore Persons Exemption is provided under Section 20AC of the Inland Revenue Ordinance (“IRO”) and applies to exempt non-fund and non-resident persons from HKPT subject to satisfying certain conditions. Eﬀective from 1 April 2019, the Funds Exemption under Section 20AN of the IRO provides that funds within the meaning of Section 20AM, resident and non-resident, will be exempt from HKPT subject to certain conditions. The Directors believe the Company satisﬁes all of the requirements for the Funds Exemption under Section 20AN of the IRO post 1 April 2019 and therefore shall not be subject to Hong Kong tax. See Note 13(B) for further details. Notes to the Financial Statements for the Year Ended 31 December 2024 79 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 12. BASIC EARNINGS PER ORDINARY SHARE The calculation of basic earnings per Ordinary Share for the year was based on the net proﬁt for the year aributable to the Ordinary Shareholders of US$175,555,929 (2023: US$160,948,589) and the weighted average number of Ordinary Shares outstanding of 194,384,571 shares (2023: 204,532,686 shares) in issue during the year. a. Net proﬁt aributable to the Ordinary Shareholders Year ended 31 December 2024 US$ Year ended 31 December 2023 US$ Net proﬁt aributable to the Ordinary Shareholders 175,555,929 160,948,589 b. Weighted average number of Ordinary Shares Year ended 31 December 2024 US$ Year ended 31 December 2023 US$ Issued Ordinary Shares at the beginning of the year 201,026,986 206,725,678 Eﬀect of Ordinary Shares repurchased during the year (6,642,415) (2,192,992) Weighted average number of Ordinary Shares 194,384,571 204,532,686 c. Basic earnings per Ordinary Share Year ended 31 December 2024 US$ Year ended 31 December 2023 US$ Basic earnings per Ordinary Share 0.90 0.79 Notes to the Financial Statements for the Year Ended 31 December 2024 80 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 13. FINANCIAL RISK MANAGEMENT AND UNCERTAINTY A. Financial risk management The Company and its subsidiaries mainly invest in listed and unlisted investments in Vietnam, and are exposed to credit risk, liquidity risk and market risks arising from the ﬁnancial instruments they hold. The Company has formulated risk management policies and guidelines which govern its overall business strategies, its balance for risk and its general risk management philosophy, and has established processes to monitor and control transactions in a timely and accurate manner. In essence, the Company and its Investment Manager practise portfolio diversiﬁcation and have adopted a range of appropriate restrictions and policies, including limiting the Company’s cash investment in each investment to not more than 20% of the Company’s capital at the time of investment. Nevertheless, the markets in which the Company operates and the investments that the Company makes can provide no assurance that the Company will not suﬀer a loss as a result of one or more of the risks described above, or as a result of other risks not currently identiﬁed by the Investment Manager. The nature and extent of the ﬁnancial instruments outstanding at the reporting date and the risk management policies employed by the Company are discussed in the following notes. a. Credit risk Credit risk is the risk that a counterparty to a ﬁnancial instrument will fail to discharge an obligation or commitment that it has entered into with the Company, resulting in a ﬁnancial loss to the Company. The Company’s listed and unlisted investments will only be traded on or subject to the rules of recognised stock exchanges or with counterparties which have, or whose parent company has been approved based on a set of deﬁned criteria by the Investment Manager. All transactions in listed and unlisted securities are seled/paid for upon delivery using approved brokers. The risk of default is considered minimal since the delivery of securities sold is made only once the broker has received payment. A purchase payment is only made once the securities have been received by the broker. If either party fails to meet their obligations, the trade will fail. As at 31 December 2024 and 2023, the Company’s credit risk arose principally from other receivables, balances due from brokers and cash and cash equivalents. The maximum exposure to credit risk faced by the Company is equal to the carrying amounts of these balances as shown on the statement of ﬁnancial position. The maximum exposure to credit risk at the reporting date was as follows: 31 December 2024 US$ 31 December 2023 US$ Other receivables (i) 43,816 815,918 Balances due from brokers (i) 2,208,879 3,705,746 Cash and cash equivalents (ii) 15,822,323 10,192,455 18,075,018 14,714,119 Notes to the Financial Statements for the Year Ended 31 December 2024 81 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued The Company invests substantially all of its assets in its subsidiaries together with which it is managed as an integrated structure. The Directors decided that the objectives of IFRS 7 Financial Instruments: Disclosures are met by providing disclosures on the credit risk of the underlying ﬁnancial assets held by the subsidiaries. As at 31 December 2024 and 2023, the subsidiaries’ credit risk arose principally from the subsidiaries’ other receivables, balances due from brokers and cash and cash equivalents. The maximum exposure to credit risk faced by the subsidiaries is equal to the carrying amounts of other receivables, balances due from brokers and cash and cash equivalents which were as follows at the reporting date: i. Other receivables and balances due from brokers Other receivables represented dividends receivable from investee companies. Balances due from brokers represented receivables from sales of securities. Credit risk relating to these amounts was considered as minimal due to the short- term selement period involved. No receivables as at 31 December 2024 and 2023 were past due. ii. Cash and cash equivalents Cash and cash equivalents of the Company and its subsidiaries were held mainly with well-known ﬁnancial institutions in Singapore and Vietnam. Regarding the credit rating proﬁle of these ﬁnancial institutions, the Directors believe credit risks from these deposits were minimal and do not expect that these ﬁnancial institutions may default and cause losses to the Company. b. Liquidity risk Liquidity risk is the risk that the Company will encounter diﬀiculty in meeting the obligations associated with its ﬁnancial liabilities that are seled by delivering cash or other ﬁnancial assets. The Company also regularly monitors current and expected liquidity requirements to ensure that it maintains suﬀicient reserves of cash to meet its liquidity requirements in the short and longer term. As at 31 December 2024 and 2023, all the contractual maturities of non-derivative ﬁnancial liabilities of the Company and its subsidiaries were payable within a year. 31 December 2024 US$ 31 December 2023 US$ Other receivables (i) 166,672 872,305 Balances due from brokers (i) 8,734,279 2,474,172 Cash and cash equivalents (ii) 23,122,224 11,532,338 32,023,175 14,878,815 Notes to the Financial Statements for the Year Ended 31 December 2024 82 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued c. Market risk Market risk is the risk that changes in market prices, such as equity prices, interest rates and foreign exchange rates, will aﬀect the income of the Company and the value of its holdings of ﬁnancial instruments. The objectives of market risk management are to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. Equity price risk Equity price risk is the risk that the fair values of equities decrease as a result of changes in the levels of the equity indices and the values of individual securities. The trading equity price risk exposure arises from the Company’s investment portfolio. The Company is exposed to equity price risk on all of its directly held and underlying listed and unlisted equity investments for which an active over-the-counter market exists. The Company’s equity price risk is managed by the Investment Manager who seeks to monitor the risk through a careful selection of securities within speciﬁed limits. Equity price risk for the Company’s underlying listed investments principally relates to investments listed on the Ho Chi Minh City Stock Exchange and the Hanoi Stock Exchange in Vietnam. The Investment Manager’s best estimate of the eﬀect on net assets and losses due to a reasonably possible change in equity indices, with all other variables held constant was as follows: Market Indices Change in index level 2024 % Eﬀects on net assets 2024 US$m Change in index level 2023 % Eﬀects on net assets 2023 US$m VN Index 15 276 25 466 VN Index (15) (276) (25) (466) Equity price risk for the Company’s underlying unlisted investments principally related to investments in over- the-counter and private equities in Vietnam. Valuation of these investments is made using appropriate valuation methodologies. The methodology of valuation of these investments takes into consideration a variety of factors, which means that the unlisted investments are also exposed to equity price risk. Interest rate risk The Company and its subsidiaries are exposed to risks associated with the eﬀect of ﬂuctuations in the prevailing levels of ﬂoating market interest rates on its ﬁnancial position and cash ﬂows. The Company and its subsidiaries have the ability to borrow funds from banks and other ﬁnancial institutions in order to increase the amount of capital available for investments. Consequently, the level of interest rates at which the Company and its subsidiaries can borrow will aﬀect the operating results of the Company and its subsidiaries. The Investment Manager monitors overall interest sensitivity of the Company and its subsidiaries on a monthly basis. Notes to the Financial Statements for the Year Ended 31 December 2024 83 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued The table below summarises the Company’s exposure to interest rate risk. Included in the table are the Company’s assets and liabilities at carrying value, categorised by maturity date. The net interest sensitivity gap represents the contractual amounts of all interest sensitive ﬁnancial instruments. A change of 100 basis points in interest rates would have increased or decreased the net assets aributable to the Ordinary Shareholders by US$158,223 (31 December 2023: US$101,925). This analysis assumes that all other variables, in particular foreign currency rates, remain constant. 31 December 2024 Up to 1 year US$ 1 – 5 years US$ Non-interest bearing US$ Total US$ ASSETS Other receivables - - 43,816 43,816 Balances due from brokers - - 2,208,879 2,208,879 Cash and cash equivalents 15,822,323 - - 15,822,323 TOTAL ASSETS 15,822,323 - 2,252,695 18,075,018 LIABILITIES Balances due to brokers - - (11,867,729) (11,867,729) Accounts payable and accruals - - (2,625,702) (2,625,702) TOTAL LIABILITIES - - (14,493,431) (14,493,431) NET INTEREST SENSITIVITY GAP 15,822,323 - N/A 15,822,323 31 December 2023 Up to 1 year US$ 1 – 5 years US$ Non-interest bearing US$ Total US$ ASSETS Other receivables - - 815,918 815,918 Balances due from brokers - - 3,705,746 3,705,746 Cash and cash equivalents 10,192,455 - - 10,192,455 TOTAL ASSETS 10,192,455 - 4,521,664 14,714,119 LIABILITIES Balances due to brokers - - (8,597,381) (8,597,381) Accounts payable and accruals - - (2,865,772) (2,865,772) TOTAL LIABILITIES - - (11,463,153) (11,463,153) NET INTEREST SENSITIVITY GAP 10,192,455 - N/A 10,192,455 Notes to the Financial Statements for the Year Ended 31 December 2024 84 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued The Company invests substantially all of its assets in its subsidiaries together with which it is managed as an integrated structure. The Directors decided that the objectives of IFRS 7 Financial Instruments: Disclosures are met by providing disclosures on the interest risk of the underlying investments held by the subsidiaries. The table below summarises the subsidiaries’ exposure to interest rate risk. Included in the table are the subsidiaries’ assets and liabilities categorised by maturity date. The net interest sensitivity gap represents the net carrying amounts of all interest sensitive ﬁnancial instruments. A change of 100 basis points in interest rates would have increased or decreased the net assets aributable to the Company by US$231,222 (31 December 2023: US$115,323). This analysis assumes that all other variables, in particular foreign currency rates, remain constant. 31 December 2024 Up to 1 year US$ 1 – 5 years US$ Non-interest bearing US$ Total US$ ASSETS Other receivables - - 166,672 166,672 Balances due from brokers - - 8,734,279 8,734,279 Cash and cash equivalents 23,122,224 - - 23,122,224 TOTAL ASSETS 23,122,224 - 8,900,951 32,023,175 LIABILITIES Balances due to brokers - - (7,933,344) (7,933,344) TOTAL LIABILITIES - - (7,933,344) (7,933,344) NET INTEREST SENSITIVITY GAP 23,122,224 - N/A 23,122,224 31 December 2023 Up to 1 year US$ 1 – 5 years US$ Non-interest bearing US$ Total US$ ASSETS Other receivables - - 872,305 872,305 Balances due from brokers - - 2,474,172 2,474,172 Cash and cash equivalents 11,532,338 - - 11,532,338 TOTAL ASSETS 11,532,338 - 3,346,477 14,878,815 LIABILITIES Balances due to brokers - - (11,376,467) (11,376,467) TOTAL LIABILITIES - - (11,376,467) (11,376,467) NET INTEREST SENSITIVITY GAP 11,532,338 - N/A 11,532,338 Notes to the Financial Statements for the Year Ended 31 December 2024 85 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued Foreign currency risk Foreign currency risk is the risk that changes in foreign exchange rates will aﬀect the Company and its subsidiaries’ income or the value of its holding of ﬁnancial instruments. The Company and its subsidiaries ensure that the net exposure to this risk is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short-term imbalances. The table below summarises the exposure of the Company to currency risks as at 31 December 2024 and 2023. Included in the table are the assets and liabilities categorised by their base currency. 31 December 2024 (Denominated in VND) US$ ASSETS Financial assets at fair value through proﬁt or loss 895,469,227 Other receivables 43,816 Balances due from brokers 2,208,879 Cash and cash equivalents 124,308,150 TOTAL ASSETS 910,030,072 LIABILITIES Balances due to brokers 11,867,729 NET CURRENCY POSITION 898,162,343 31 December 2023 (Denominated in VND) US$ ASSETS Financial assets at fair value through proﬁt or loss 785,307,882 Other receivables 815,918 Balances due from brokers 3,705,746 Cash and cash equivalents 8,575,087 TOTAL ASSETS 798,404,633 LIABILITIES Balances due to brokers 8,597,381 NET CURRENCY POSITION 789,807,252 Notes to the Financial Statements for the Year Ended 31 December 2024 86 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued As at 31 December 2024, had the US$ strengthened or weakened by 5% (31 December 2023: 3%) against VND with all other variables held constant, the net assets aributable to the Ordinary Shareholders would have been decreased or increased by the amounts shown below. This analysis was performed on the same basis as in 2023. The Company invests substantially all of its assets in its subsidiaries together with which it is managed as an integrated structure. The Directors decided that the objectives of IFRS 7 Financial Instruments: Disclosures are met by providing disclosures on the currency risk of the underlying investments held by the subsidiaries. The table below summarises the exposure of the subsidiaries to currency risks as at 31 December 2024 and 2023. Included in the table are the assets and liabilities categorised by their base currency. Denominated in VND US$ 2024 42,769,635 2023 23,004,095 31 December 2024 (Denominated in VND) US$ ASSETS Financial assets at fair value through proﬁt or loss 873,969,056 Other receivables 166,672 Balances due from brokers 8,734,279 Cash and cash equivalents 22,148,013 TOTAL ASSETS 905,018,020 LIABILITIES Balances due to brokers 7,933,344 NET CURRENCY POSITION 897,084,676 As at 31 December 2024, had the US$ strengthened or weakened by 5% (31 December 2023: 3%) against VND with all other variables held constant, the net assets aributable to the Company would have been decreased or increased by the amounts shown below. This analysis was performed on the same basis as in 2023. Denominated in VND US$ 2024 42,718,318 2023 27,806,758 Notes to the Financial Statements for the Year Ended 31 December 2024 87 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued d. Fair values of ﬁnancial assets and liabilities Market risk is the risk that changes in market prices, such as equity prices, interest rates and foreign exchange rates, will aﬀect the income of the Company and the value of its holdings of ﬁnancial instruments. The objectives of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return on risk. i. Valuation model The fair values of ﬁnancial instruments that are traded in active markets are based on quoted prices or broker price quotations. For all other ﬁnancial instruments, the Company determines fair values using other valuation techniques. For ﬁnancial instruments that trade infrequently and have lile price transparency, fair value is less objective, and requires varying degrees of judgment depending on liquidity, uncertainty of market factors, pricing assumptions and other risks aﬀecting the speciﬁc instrument. The Company measures fair values using the following fair value hierarchy that reﬂects the signiﬁcance of the inputs used in making the measurements. • Level 1: Inputs that are quoted market prices (unadjusted) in active markets for identical instruments. • Level 2: Inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are not considered active; or other valuation techniques in which all signiﬁcant inputs are directly or indirectly observable from market data. • Level 3: Inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have a signiﬁcant eﬀect on the instrument’s valuation. This category includes instruments that are valued based on quoted prices for similar instruments but for which signiﬁcant unobservable adjustments or assumptions are required to reﬂect diﬀerences between the instruments. The Company makes its investments through wholly owned subsidiaries, which in turn own interests in various listed and unlisted equity securities. The net asset value of the subsidiaries is used for the measurement of fair value. The fair value of the Company’s underlying investments, however, is measured in accordance with the valuation methodology which is consistent with that for directly held investments. ii. Fair value hierarchy – Financial assets measured at fair value The table below analyses the Company’s ﬁnancial assets measured at fair value at the reporting date by the level in the fair value hierarchy into which the fair value measurement is categorised. The amounts are based on the values recognised in the statement of ﬁnancial position. All fair value measurements below are recurring. As at 31 December 2024 Level 1 US$ Level 2 US$ Level 3 US$ Total US$ Financial assets at fair value through proﬁt or loss • Listed equity investments 861,970,306 - - 861,970,306 • Unlisted investments - - 33,498,921 33,498,921 • Investments in subsidiaries - 898,058,887 - 898,058,887 861,970,306 898,058,887 33,498,921 1,793,528,114 Notes to the Financial Statements for the Year Ended 31 December 2024 88 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued As at 31 December 2023 Level 1 US$ Level 2 US$ Level 3 US$ Total US$ Financial assets at fair value through proﬁt or loss • Listed equity investments 744,862,266 - - 744,862,266 • Unlisted investments - - 40,445,616 40,445,616 • Investments in subsidiaries - 954,698,860 - 954,698,860 744,862,266 954,698,860 40,445,616 1,740,006,742 The following table shows a reconciliation from the opening balances to the closing balances for fair value measurements of the Company in three levels of the fair value hierarchy. Level 1 Level 2 Level 3 2024 US$ 2023 US$ 2024 US$ 2023 US$ 2024 US$ 2023 US$ Opening balance 744,862,266 642,802,331 954,698,860 926,941,387 40,445,616 48,780,488 Purchases 547,730,713 362,026,034 - - - - Sales (476,234,726) (313,286,111) - - - (623,327) Net cash ﬂows from subsidiaries - - (195,116,619) (107,033,597) - - Unrealised (losses)/gainss 45,612,053 53,320,012 138,476,646 134,791,070 (6,946,695) (7,711,545) Closing balance 861,970,306 744,862,266 898,058,887 954,698,860 33,498,921 40,445,616 Total unrealised gains/(losses) for the year included in net changes in fair value of ﬁnancial assets at fair value through proﬁt or loss 45,612,053 53,320,012 138,476,646 134,791,070 (6,946,695) (7,711,545) The Company invests substantially all of its assets in its subsidiaries together with which it is managed as an integrated structure. The Directors decided that the objectives of IFRS 7 Financial Instruments: Disclosures are met by providing disclosures on the fair value hierarchy of the underlying investments held by the subsidiaries. Notes to the Financial Statements for the Year Ended 31 December 2024 89 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued The table below analyses the subsidiaries’ and joint ventures’ ﬁnancial instruments measured at fair value at the reporting date by the level in the fair value hierarchy into which the fair value measurement is categorised. The amounts are based on the values recognised in the statement of ﬁnancial position. All fair value measurements below are recurring. As at 31 December 2024 Level 1 US$ Level 2 US$ Level 3 US$ Total US$ Financial assets at fair value through proﬁt or loss • Listed equity investments 873,969,056 - - 873,969,056 As at 31 December 2023 Level 1 US$ Level 2 US$ Level 3 US$ Total US$ Financial assets at fair value through proﬁt or loss • Listed equity investments 951,196,512 - - 951,196,512 The following table shows a reconciliation from the opening balances to the closing balances for fair value measurements of investments through the subsidiaries in three levels of the fair value hierarchy. Level 1 Level 2 Level 3 2024 US$ 2023 US$ 2024 US$ 2023 US$ 2024 US$ 2023 US$ Opening balance 951,196,512 920,080,847 - - - - Purchases 611,229,213 408,674,727 - - - - Sales (659,844,686) (390,791,751) - - - - Unrealised (losses)/gainss (28,611,983) 13,232,689 - - - - Closing balance 873,969,056 951,196,512 - - - - Total unrealised (losses)/gains for the year included in net changes in fair value of ﬁnancial assets at fair value through proﬁt or loss (28,611,983) 13,232,689 - - - - Notes to the Financial Statements for the Year Ended 31 December 2024 90 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued iii. Signiﬁcant unobservable inputs used in measuring fair value The table below sets out information about signiﬁcant unobservable inputs used at 31 December 2024 and 31 December 2023 in measuring ﬁnancial instruments categorised as Level 3 in the fair value hierarchy. Description Fair value 31 December 2024 US$ Fair value 31 December 2023 US$ Valuation technique Signiﬁcant unobservable inputs Sensitivity to changes in signiﬁcant unobservable inputs Investment in a property developer 33,498,921 40,445,616 Discounted cash ﬂows: The valuation model considers the present value of the expected future net cash ﬂows derived from put option using a number of possible outcomes of the negotiations and aributing probabilities to each. The expected net cash ﬂows are discounted using the cost of debt. • Expected future net cash ﬂows derived from put option using a number of possible outcomes of the negotiations and aributing probabilities to each. • Cost of debt (the “discount rate”). The estimated fair value would increase (decrease) if: • the expected cash ﬂows were higher (lower); • the cost of debt was lower (higher). e. Classiﬁcation of ﬁnancial assets and ﬁnancial liabilities The following table shows the classiﬁcation of ﬁnancial assets and ﬁnancial liabilities of the Company: As at 31 December 2024 Designated at fair value US$ Amortised cost US$ Total carrying amount US$ ASSETS Financial assets at fair value through proﬁt or loss 1,793,528,114 - 1,793,528,114 Other receivables - 43,816 43,816 Balances due from brokers - 2,208,879 2,208,879 Cash and cash equivalents - 15,822,323 15,822,323 1,793,528,114 18,075,018 1,811,603,132 LIABILITIES Balances due to brokers - 11,867,729 11,867,729 Accounts payable and accruals - 2,625,702 2,625,702 - 14,493,431 14,493,431 Notes to the Financial Statements for the Year Ended 31 December 2024 91 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued f. Capital management The Company considers the capital under management as equal to net assets aributable to the Ordinary Shareholders. The Company has engaged the Investment Manager to allocate the net assets in such a way to generate investment returns that are commensurate with the investment strategies of the Company. B. Uncertainty Although the Company and its subsidiaries are incorporated in the Cayman Islands and the British Virgin Islands, respectively, where tax is exempt, their activities are primarily focused in Vietnam. In accordance with the prevailing tax regulations in Vietnam, if an entity was treated as having a permanent establishment, or as otherwise being engaged in a trade or business in Vietnam, income aributable to or eﬀectively connected with such permanent establishment or trade or business may be subject to tax in Vietnam. As at the date of this report the following information is uncertain: • Whether the Company and its subsidiaries are considered as having permanent establishments in Vietnam; • The amount of tax that may be payable if the income is subject to tax; and • Whether tax liabilities (if any) will be applied retrospectively. The implementation and enforcement of tax regulations in Vietnam can vary depending on numerous factors, including the identity of the tax authority involved. The administration of laws and regulations by government agencies may be subject to considerable discretion, and in many areas, the legal framework is vague, contradictory and subject to diﬀerent and inconsistent interpretation. The Directors believe that it is unlikely that the Company and its subsidiaries will be exposed to tax liabilities in Vietnam, and as a result, provision for tax liabilities have not been made in the ﬁnancial statements. The Oﬀshore Persons Exemption is provided under Section 20AC of the Inland Revenue Ordinance (“IRO”) and applies to exempt non-fund and non-resident persons from Hong Kong Proﬁts Tax (“HKPT”) subject to satisfying certain conditions. Eﬀective from 1 April 2019, the New Funds Exemption under Section 20AN of the IRO provides that funds within the meaning of Section 20AM, resident and non-resident, will be exempt from HKPT subject to certain conditions. The Directors believe that they have implemented steps to enable the Company to satisfy all the conditions to be exempted from HKPT for the year ended 31 December 2024. If the Company does not meet the exemption criteria under the Funds Exemption, the Company is exposed to Hong Kong Proﬁts Tax at a rate of 16.5% in respect of any proﬁts which arise in or are derived from Hong Kong and which are not capital proﬁts or exempt proﬁts if it is treated as carrying on a trade or business in Hong Kong either on its own account or through any person as an agent. As at 31 December 2023 Designated at fair value US$ Amortised cost US$ Total carrying amount US$ ASSETS Financial assets at fair value through proﬁt or loss 1,740,006,742 - 1,740,006,742 Other receivables - 815,9187 815,9187 Balances due from brokers - 3,705,746 3,705,746 Cash and cash equivalents - 10,192,455 10,192,455 1,740,006,742 14,714,118 1,754,720,861 LIABILITIES Balances due to brokers - 8,597,381 8,597,381 Accounts payable and accruals - 2,865,772 2,865,772 - 11,463,153 11,463,153 Notes to the Financial Statements for the Year Ended 31 December 2024 92 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued 14. SUBSEQUENT EVENTS Directorate change On 21 January 2025, the Company announced that Charles Cade has replaced Vi Peterson as the Company’s Senior Independent Non-executive Director with eﬀect from 21 January 2025. On 24 February 2025, the Company announced the appointment of Edphawin Jetjirawat as the Independent Non- executive Director with eﬀect from 1 March 2025. Cancellation of treasury shares According to the Resolution dated 5 March 2025, the Board of Directors resolved to cancel 18,944,191 treasury shares of the Company (“Share Cancellation”). The share cancellation was completed on 10 April 2025. Shares repurchase From 1 January to 29 April 2025, the Company repurchased 4,773,164 Ordinary Shares for a total consideration of US$34,986,709. Conditional tender oﬀer On 7 March 2025, the Company announced that it proposed to introduce a ﬁve-year performance-related 100% conditional tender oﬀer (the “Conditional Tender Oﬀer”). The Conditional Tender Oﬀer will be conditional on the Company’s net asset value (“NAV”) total return underperforming against its reference index, currently the VN Index, over the ﬁve-year period from close of business on 31 March 2025 to close of business on 31 March 2030 (the “Performance Period”). The Board has conﬁdence that VEIL will outperform the VN Index over the period 31 March 2025 to 31 March 2030. Nonetheless, in consultation with the Investment Manager, the Board has decided that, should the Company’s NAV total return fail to meet or exceed the reference index total return (both in USD terms), there should be a mechanism for shareholders to realise up to 100% of their interests in the Company. Accordingly, if the Company’s NAV total return fail to meet or exceed the reference index total return (both in USD terms) over the Performance Period, and subject to the shareholders voting not to wind-up the Company at the 2025 and 2030 annual general meetings, the Board will put forward proposals to shareholders to undertake a tender oﬀer for up to 100% of their interests in the Company. Any such tender oﬀer will be at a price equal to the realisation proceeds of a tender pool created by reference to the then prevailing NAV less the costs of the tender oﬀer. The allocation of the Company’s assets to the tender pool will be undertaken with the aim of ensuring that continuing and exiting shareholders are treated fairly. The return of capital from the realisation of assets in the tender pool may take place in more than one tranche, with the timing of returns of capital dependent on the number of shares tendered, the composition of the tender pool and prevailing market liquidity at that time. Notes to the Financial Statements for the Year Ended 31 December 2024 93 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued United States (“US”) tariﬀ announcement On 2 April 2025, President Donald Trump announced a list of reciprocal tariﬀs targeting more than 180 countries, including Vietnam. With a tariﬀ rate of 46%, Vietnam is among the countries facing the highest duties, but it is the tariﬀ diﬀerentials with peer exporters that will ultimately determine the scale of economic impact. The initially proposed tariﬀs cover roughly 90% of Vietnam’s US exports, particularly textiles, footwear, electronics, and furniture. On 9 April 2025, President Donald Trump announced a 90-day delay on his Reciprocal Tariﬀ Policy, originally announced on 2 April 2025. Excluding China, the country-speciﬁc tariﬀs will be suspended for 90 days. The 10% global base tariﬀs are still in eﬀect. The 90-day tariﬀ delay period is an extremely crucial window for Vietnam to prepare. The Vietnamese Government has appointed the Deputy Prime Minister to lead the negotiation team and is urgently reviewing Vietnam’s trade policies to bring them to the negotiation table with the US. This includes measures such as preventing transshipment of goods, increasing purchases of US products to reduce the trade deﬁcit, and removing non-trade barriers. The potential for tariﬀs under a second Trump administration has been widely discussed, but the proposed 46% tariﬀ rate is unexpectedly high and has caught many by surprise. While there may be room for negotiation toward a lower rate in the near future, the announcement has nonetheless impacted investment activities and import-export dynamics in Vietnam. In response, the Vietnamese government is accelerating eﬀorts to shift the economy toward more domestically driven growth, supported by public investment and proactive government policies, rather than relying heavily on external demand. In addition, a range of support packages is expected to be introduced to cushion the impact of a potential global trade war. 15. APPROVAL OF THE FINANCIAL STATEMENTS The ﬁnancial statements were approved and authorised for issue by the Board of Directors on 29 April 2025. Company Information 94 Vietnam Enterprise Investments Limited - Annual Report 2024 Registered Oﬀice Vietnam Enterprise Investments Limited c/o Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Legal Adviser to the Company Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH United Kingdom Investment Manager Dragon Capital Management (HK) Limited Unit 2406, 24/F 9 Queen’s Road Central Hong Kong Depositary Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8AE United Kingdom Corporate Broker Jeﬀeries International Limited 100 Bishopsgate London EC2N 4JL United Kingdom Auditors KPMG Limited 10th Floor Sun Wah Tower 115 Nguyen Hue District 1 Ho Chi Minh City Vietnam Company Secretary Maples Secretaries (Cayman) Limited PO Box 309 Ugland House Grand Cayman KY1-1102 Cayman Islands Registrar Computershare Investor Services (Cayman) Limited Windward 1 Regaa Oﬀice Park West Bay Road Grand Cayman KY1-1103 Cayman Islands Administrator and Oﬀshore Custodian Standard Chartered Bank Standard Chartered @ Changi No 7, Changi Business Park Crescent Level 03 Singapore 486028 Vietnam Custodian Standard Chartered Bank (Vietnam) Ltd. 7th Floor Vinaconex Tower 34 Lang Ha Dong Da Hanoi Vietnam Master Investor Show 2025, London, 25 March 2025 Contact 95 Vietnam Enterprise Investments Limited - Annual Report 2024 Institutional investors based in Europe: [email protected] Other enquiries globally: [email protected] / [email protected] General enquiries: [email protected] VEIL website: Dragon Capital Markets (Europe) Limited 14 Hanover Square London W1S 1HN United Kingdom Rachel Hill +44 (0) 797 121 4852 [email protected] Steve Mantle +44 (0) 755 370 1237 [email protected] Dragon Capital Management (HK) Limited Unit 2406, 24/F 9 Queen’s Road Central Hong Kong Tel: +852 3979 8100 Dragon Capital Vietfund Management Joint Stock Company 1501 Me Linh Point 2 Ngo Duc Ke District 1, Ho Chi Minh City Vietnam Tel: +84 28 3823 9355 Vietnam Access Conference 2024, Ho Chi Minh City, 16-17 September 2024 Glossary 96 Vietnam Enterprise Investments Limited - Annual Report 2024 AGM Annual General Meeting AIC Association of Investment Companies AMS the Asset Management System BID BIDV CVAR Climate Value at Risk Dragon Capital Dragon Capital group DTR Disclosure Guidance and Transparency Rule DXY US Dollar Index E&S Environmental & Social ECLs expected credit losses EM Emerging Markets EPS earnings per share ESG environmental, social and governance FCA Financial Conduct Authority FDI Foreign Direct Investment FPT FPT Corporation FRC Financial Reporting Council FRT FPT Retail FVTPL fair value through proﬁt or loss GHG Greenhouse Gas HKPT Hong Kong Proﬁts Tax HNX Hanoi Stock Exchange HOSE Ho Chi Minh City Stock Exchange IESBA International Ethics Standards Board for Accountants IFC International Finance Corporation IFRS International Financial Reporting Standards IFRS Accounting Standards IFRS Accounting Standards issued by the International Accounting Standards Board IRO Inland Revenue Ordinance KPMG KPMG Limited MSCI Glossary 97 Vietnam Enterprise Investments Limited - Annual Report 2024 Continued MWG Mobile World Group NAV Net Asset Value OECD Economic Co-operation and Development SAB Sabeco SASB Sustainability Accounting Standards Board SFDR Sustainable Finance Disclosure Regulation SUSBA Sustainable Banking Assessment TCB Techcombank TCFD Task Force on Climate-Related Financial Disclosure The Act The Modern Slavery Act 2015 The Administrator Standard Chartered Bank The AIC Code AIC Code of Corporate Governance The Articles Amended and Restated Memorandum and Articles of Association The Board The Board of Directors of the Company The Custodian Standard Chartered Bank The UK Code UK Corporate Governance Code UKLR UK Listing Rule UNGC United Nations Global Compact UPCoM Unlisted Public Company Market US$ United States Dollar VCB Vietcombank VEIL or the Company Vietnam Enterprise Investments Limited VN Index or VNI Vietnam Index VNM Vinamilk VPB VP Bank WACI Weighted Average Carbon Intensity

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