+ Vietnam Economy Overview

+ Vietnam M&A Market

+ Opportunities

+ Difficulties

+ Investment portfolios

+ TigerInvest Introduction

+ Q & A

M & A in Vietnam – Potential & Opportunities M & A in Vietnam – Potential & Opportunities

Content

2006 2007 Aug 2008

Growth Rateannual

8.2% 8.3% Expected 5,8 - 6% forthe whole year

Interest annual 9.36 – 12.8% 14 -16% 18 - 21%

Inflation annual 7.5% 7.3% 22.14%(Aug 08)

Trade Deficitannual

US $4.8 billion US $14.1 billion US $16 billion(Aug 08)

Gold Price perTael

VND12,240,000(Dec 06)

VND16,100,000(Dec 07 )

VND17,550,000(Aug 08)

US$/VNDOfficial FXRates

15,628 -16,000

15,948 -16,026

16,645(Aug 08)

FDI annual US $10.2 billion US $20.3 billion US $47,15 billion(Aug 08)

Vietnam Economy OverviewVietnam Economy Overview

− Currency Exchange

− Interest rate

− Annual Inflation

− Trade Deficit

− FDI

− Growth Rates

− Price of Gold

− Stock Market Index

− GDP

− Price of Oil

Vietnam Economy OverviewVietnam Economy Overview

Local company’s difficulties Local company’s difficulties

• Increasing spending

• Decreasing profit

• Payment deadline of bank debt

• Affected payment ability

Sales

Biz

• Approximately 350,000 enterprises are operating in Vietnam now

+ 95% is small and medium sized companies

+ 30% of them are facing risks of bankruptcy

+ around 50,000 newly born annually which are facing many difficulties that can affect their survival• The number of equitized SOEs continuously increases

Vietnam M & A MarketVietnam M & A Market

Local company’s demandLocal company’s demand

No. Time Seller Buyer Share (%) Mil USD

1 June-07 Eximbank PVFC, ACBS, Kinh Do, Sinco… 17,8% 248

2 Aug-07 Eximbank Sumitomo Mitsui Bank 15% 225

3 June - 07 Interflour Vietnam Sojitz Corperation 20% 80

4 Jun-07 Omni Saigon Hotel Vinacapital 70% 21

5 June-07 Techcombank HSBC 20%

6 Jun - 07 Bao Minh CMG Daiichi Life Insurance 100%

7 July-2007 Hoang Quan Real estate Indochina capital 20% 20

8 2007 PVFC Morgan Stanley 10% 217

9 2007 Bien Hoa Confectionery Corp. Lotte Confectionery Co Ltd 30%

Successful M&A casesSuccessful M&A cases

No. Time Seller Buyer Share (%) Mil USD

1 Dec-07 Ninomaxx Fashion Indochina Capital Vietnam Holding 20%

2 Sep-07 Bảo Minh AXA (France) 16,6% 50tr euro

3 Jan-08 Hướng Việt securities JSCMorgan Stanley (Singapore) Holdings Pte. Ltd 48,33% 9

4 Jan-08Vietnam National Reinsurance Corporation Swiss Re 25% 81,9

5 Feb-08 VMIC Kamaz Inc 13%

6 Feb-08 Vietcombank fund management JSC Franklin Resources Inc 49%

7 Mar-08 Việt Nam securities JSC (VSEC) RHB Malaysia bank 49% 4,2

8 Mar-08 Diana JSC Goldman Sachs 30%

9 Mar-08 An Binh bank Maybank (Malaysia) 15% 200

Successful M&A casesSuccessful M&A cases

18 38113

4861

229

1753

347

0

200

400

600

800

1000

1200

1400

1600

1800

2000

2005 2006 2007 Jun-2008

Number of cases Value (million USD)

Vietnam M&A marketVietnam M&A market

• FDI is growing rapidly (FDI: 45,2bil USD, FIDI : 600mil USD in first 7 months of 2008)

• Private economic sector grows rapidly together with the growth of capital market

• M& A activities enjoyed a boom since early 2007• From beginning of 2008, local parties’ demand for M&A is

significantly increasing• A lot of M&A transactions and value have not been disclosed• Due to the unstableness of current market, several

transactions have been delayed and value of many M&A deals have been unexpected decreased

• There’s no strategic cooperation of equitized SoEs except the deal between Carlsberg and Habeco

• Large corporations have trend to buy or merge with small and medium-sized enterprises to extend scale

CommentsComments

Your opportunitiesYour opportunities

Experience is your strength

Experience is your strength

• M& A is the shortest way to penetrate Vietnam market+ Distribution system, customers, processes, manpower…available

for use+ Reduce costs and time in starting business• Tax advantages• Opportunities of selecting, owning and running business with

suitable price• Get knowledge of market, business operation through cooperation

with a domestic partner• Achieving economies of scale, reducing employees and expenses

Profit growth.• Creating opportunities for cross-selling• Eliminating competition• Avoid entry barriers

Benefits from M&A for investors Benefits from M&A for investors

What you can do…What you can do…

Trade barriers− Local partners are not familiar with the M&A assess process

− Management boards in local private companies is lack of competence

− Financial information is not transparent and incomplete

− Price is not exact due to assessment is not based on standard method

− Foreign investors have little knowledge of local business culture

− Limited time for consideration and decision of investment

− Investment structure made by large corporation in VN is out of focus

− Investment in real estate from short-term loans is high risk

− Problems relating to tax compliance

− Problems relating to foreign exchange

Difficulties Difficulties

Regulation barriers− Unclear ownership law

− Foreign companies have no permission to set up parent company in Vietnam

− Enforcement of corporate & investment law is still ineffective

− Shortage of data and information in means of communication

− Administration procedure is complex and takes long time

Difficulties Difficulties

• Enterprise Law 2005 – Article 153• Regulations on competition law: 30% and 50%• Investment Law 2005 – recognize M & A as an important

investment method• MPI, MoF: On-going process of fully legal frame for M& A

activities

M&A activities – relating law M&A activities – relating law

M&A in Real Estate M&A in Real Estate

Investment Portfolios Investment Portfolios

Advantages:• Western corridor location• Becoming midtown-

developing area• 2 sides of road• Large area • Good Construction category

factors • Crowded street, few

commercial buildings• High grade of building• Transparent reporting• Easy for access

Commercial and Office BuildingCommercial and Office Building

Property details: • Type: Building of office for lease and rental;

Trading Centre, shopping mall, restaurants…

• Land area: 5,218 m2

• Construction area: 2,293 m2

• Construction density: 50.79%• Land utilization efficient: 13 times• Height: 35 floors plus 3 underground floors• Build up area: 83,153.7 m2• Expectation Area for lease: 55,708 m2

(excluding service area for car parking and other service: 12,177 m2)

• Location: Tay Son Street - Dong Da dist - Hanoi city

• Construction period: 3 years (excluding preparation period)

• Completion: June, 2011• Price : 60 mil VND/m2• Current status:

-Construction license: Secured-Land use right: Secured-Investment license: Secured

Commercial centre and office buildingCommercial centre and office building

Property details:

A construction company is calling for transferring a real estate project of 4,600m2 land facing to main street in Hanoi City, Cau Giay District (closed to Trung Hoa Nhan Chinh, Le Van Luong, Lang Ha street…)

I- Co-operation pattern: transfer the whole project.

II- Detail information:• Location: facing to main street of

Trung Hoa – Nhan Chinh, Cau Giay, Hanoi.

• Using purpose: Twin complex building with 25 storeys includes offices, commercial center, and apartment for sales.

• Construction density: 45%• Land utilization efficient: 10 times

Project of 4.600m2 Land facing to Main street in Hanoi Project of 4.600m2 Land facing to Main street in Hanoi

• Land area: 4,600m2

• Number of storeys: 25• Current condition: clear, available to

transfer • The advantage of project: facing to

main streets of Hanoi with good location.

• Price : 12 mil USD

Project of 4.600m2 Land facing to Main street in Hanoi

TigerInvest Presentation - 2008

Commercial and office building in downtown

Property details: • Type: Building of office for lease and rental;

Trading Centre, shopping mall, … • Land area: 3,400 m2

• Construction area: 1,750 m2

• Construction density: 51%• Land utilization efficient: 9.7 times• Height: 19 floors plus 3 underground floors• Build up area: 33,000 m2

• Expectation Area for lease: 27,000 m2

(excluding service area for car parking and other service: 10,000 m2)

• Location: Down Town- Hanoi city• Construction period: 2.5 - 3 years• Completion: June, 2010• Current status: Construction license, Land use

right, Investment license• Price : 37.7mil USD ( 12.7mil USD + 25mil

USD)

Property details: • Company owns a project of one luxury

four - star hotel in HaLong Bay. Now we would like to co-operate with investors who have strong finance and managerial skills in the same sector

• Room capacity using: 80% to 90%• Hotel capacity: located in 4,000m2, 15

floors with 101 rooms, 03 conference rooms, one big swimming pool

• Renting land: in 50 years (in used since 2003)

• Price : 12 mil USD

4 Star Hotel in Ha Long Bay4 Star Hotel in Ha Long Bay

OthersOthers

• A tea bag manufacturer ( 30% - 49% )• A securities company ( 30% - 80% )• Small Industrial zone 45 ha in Que Vo, Bac Ninh( 100% )• IT company ( system integration information ) ( 20% )• Resort ( 30% )• Power Plant ( 100% )• Urban development, 30ha next to Posco-Vinaconex project ( joint

venture )

THANKS FOR ATTENTION THANKS FOR ATTENTION