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Phu Nhuan Jewelry Joint Stock Company and its subsidiaries ancial Statements for the year ended

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Phu Nhuan Jewelry Business Registration Certificate No Board of Management Board of Directors Registered Office Auditors Joint Stock Company Corporate Information 0300521758 2 January 2004

The business registration certificate was issued by the Department

of Planning and Investment of Ho Chi Minh City and amended

several times; the most recent amendment was issued on 16 February 2011 Ms, Cao Thí Ngọc Dung Mr Nguyen Vu Phan Ms Nguyen Thi Cúc Ms, Nguyen Thi Ngo Mr Bui Viet

Mr Dang Phuoe Dua

Ms, Cao Thi Ngoc Dung Ms, Nguyen Thi Cue Mr, Nguyen Vụ Phan Mr Le Huu Hanh Mr Nguyen Tuan Quynh,

170E Phan Dang Luu Phu Nhuan District Ho Chi Minh City Vietnam KPMG Limited Vietnam Chairman Vice Chairman Member Member Member (from 8 March 2011) Member (until 8 March 2011) General Director

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3 KPMG Limited Teleohone +84 ig) 9821 9266

10" Foor, Sun Wah To TS Nouyeh Hue Street loser x B18) 9871 9267 ng com vn

District 1, Ho Chỉ Minh City The Socialist Republic of Vietnam

INDEPENDENT AUDITORS’ REPORT

To the Shareholders

Phu Nhuan Jewelry Joint Stock Company and its subsidiaries Scope

We have audited the accompanying consolidated balance sheet of Phu Nhuan Jewelry Joint Stock Company: and its subsidiaries (“the Group”) and the separate balance sheet of Phu Nhuan Jewelry Joint Stock Company (“the Company”) as of 31 December 2010 and the related statements of income, changes in equity and cash flows for the year then ended and the explanatory notes thereto which were authorised for issue by the Company’s management on 30 March 2011 ‘These financial statements are the responsibility of the Company's management, Our responsibility is to express an opinion on these financial statements based on our audit

We conducted our audit in accordance with Vietnamese Standards on Auditing Those standards

require that we plan and perform the audit to obtain reasonable assurance that the financial

statements are free of material misstatement, An audit includes examining, on a test basis

evidence supporting the amounts and disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by management,

as well as evaluating the overall financial statement presentation We believe that our audit

provides a reasonable basis for our opinion,

Audit opinion

In our opinion, the consolidated and separate financial statements give a true and fair view of the

financial position of Phu Nhuan Jewelry Joint Stock Company and its subsidiaries as at 3l

December 2009 and of their results of operations and their cash flows for the year then ended in

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(a) a

Ww

Phu Nhuan Jewelry Joint Stock Company and its subsidiaries

Notes to the financial statements for the year ended 31 December 2010

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

Reporting Entity

Phu Nhuan Jewelry Joint Stock Company (“the Company”) is a joint stock company incorporated in Vietnam The consolidated financial statements of the Company for the year ended 31 December 2010 comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in associates and jointly controlled entities The principal activities of the Company are to trade gold, silver, jewelry and gemstones; import and export jewelry in gold, silver and gemstones; provide foreign exchange services: explore and extract gold, silver and gemstones

As at 31 December 2010 the Group had 2.340 employees (31/12/2009: 2,704 employees); the Company had 2,045 employees (31/12/2009: 1,833 employees)

Summary of significant accounting policies

The following significant accounting policies have been adopted by the Group and the Company in the preparation of these financial statements

Basis of financial statement preparation

General basis of accounting

The financial statements, expressed in Vietnam Dong (“VND”), have been prepared in accordance

with Vietnamese Accounting Standards, the Vietnamese Accounting System and the relevant

statutory requirements,

The financial statements, except for the statement of cash flows, are prepared on the accrual basis using the historical cost concept The statement of cash flows is prepared using the indirect method,

Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities In assessing control, potential voting rights that presently are exercisable are taken into aecount The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases

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(b)

(c)

(d)

Notes to the financial statements for the year ended 31 December 2010 (continued) Associates (equity accounted investees)

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies Associates are accounted for using the equity method (equity

accounted investees) The consolidated financial statements include the Group's share of the income and expenses of equity accounted investees, after adjustments to align the accounting policies with those of the Group, from the date that significant influence until the date that

significant influence ceases When the Group’s share of losses exceeds its interest in an equity

accounted investee, the carrying amount of that interest (ineluding any long-term investments) is

reduced to nil and the recognition of further losses is discontinued except to the extent that the

Group has an obligation or has made payments on behalf of the investee

Transactions eliminated on consolidation

Intra-group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements, Unrealised gains and losses arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee

Fiseal year

The fiscal year of the Group and the Company is from 1 January to 3] December

Foreign currency transactions

Monetary assets and liabilities denominated in currencies other than VND are translated into VND at rates of exchange ruling at the balance sheet date, ‘Transactions in currencies other than VND during the year have been translated into VND at rates approximating those ruling at the

transaction dates, All realised and unrealised foreign exchange differences are recorded in the

me

All foreign exchange differences are recorded in the statement of income in accordance with Vietnamese Accounting Standard No 10 (‘VAS 10°) — The Effects of Changes in Foreign Exchange Rates,

ivalents

Cash and cash eq

Cash comprises cash balances and call deposits Cash equivalents are gold and short-term highly

liquid investments that are readily convertible to known amount of cash, are subject to an

insignificant risk of changes in value

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(@) ® (8) (h) fi

Notes to the financial statements for the year ended 31 December 2010 (continued) Investments

Investments in term deposits, debt instruments and equity instruments of entities over which the Group has no control or significant influence are stated at cost Allowance is made for reductions in investment values which in the opinion of the management are not temporary The allowance is reversed if the subsequent increase in the recoverable amount can be related objectively to an event occurring after the allowance was recognised, An allowance is reversed only to the extent that the investment’s carrying amount does not exceed the carrying amount that would have been

determined if no allowance had been recognised

Accounts receivable

Trade and other receivables are stated at cost less allowance for doubtful debts

Inventories are stated at the lower of cost and net realisable value Cost is determined on a weighted average basis and includes all costs incurred in bringing the inventories to their present location and condition Cost in the case of finished goods and work in progress includes raw materials, direct labour and attributable manufacturing overheads, Net realisable value is the estimated selling price of inventory items, less the estimated costs of completion and selling

expenses

The Group applies the perpetual method of accounting for inventory

‘Tangible fixed assets

Cost

Tangible fixed assets are stated at cost less accumulated depreciation ‘The initial cost of a tangible fixed asset comprises its purchase price, including import duties, non-refundable

purchase taxes and any directly attributable costs of bringing the asset to its working condition for its intended use Expenditure incurred after tangible fixed assets have been put into operation, such as repairs and maintenance and overhaul costs, is normally charged 10 the statement of

income in the year in which the costs are incurred, In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained fiom the use of tangible fixed assets beyond their originally: assessed standard of performance, the expenditure is capitalised as an additional cost of tangible fixed assets,

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đi) a (0 “i @ (k) @ ww

Notes to the financial statements for the year ended 31 December 2010 (continued)

Depreciation

Depreciation is computed on a straight-line basis over the estimated useful lives of tangible fixed assets ‘The estimated useful lives are as follows:

"buildings 3-25 years

«machinery and equipment 3-15 years

* office equipment 3-8 years

"motor vehicles 4-10 years

Intangible fixed assets Land use rights

Land use rights consist of freehold and leasehold land use rights Freehold land use rights are slated at cost and are not amortized Leaschold land use rights are stated at cost less accumulated amortisation ‘The initial cost of a Jand use right comprises its purchase price and any directly attributable costs incurred in conjunction with securing the land use right, Amortisation on

leasehold land is computed on a straight-line basis over the term of the lea:

Software

Cost of acquisition of new software, which is not an integral part of the related hardware, is capitalised and treated as an intangible asset, Software is amortised on a straight-line basis dver 3 years

Construction in progress

Construction in progress represents the cost of construction and machinery which have not been fully completed or installed No depreciation is provided for construction in progress during the period of construction and installation

Long-term prepayments Gas cylinders

Gas cylinders are initially stated at cost, and are amortised on a straight line basis over 10 years Prepaid house rentals

Prepaid house rentals are recognised

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(iii) ) 6® (m) (n) (0)

Prepaid land cost

Prepaid land costs comprise prepaid land lease rentals and other costs incurred in conjunction with

securing the use of leased land These costs are recognised in the statement of income on a

straight-line basis over the term of the lease of 40 years

Others

Other long-term prepayments mainly represent office equipment which does not qualify for recognition as tangible fixed assets under Vietnamese regulations as they cost less than VND10 million each, The office equipment is classified as long-term prepayments and is amortised on a

straight-line basis over 3 years

‘Trade and other payables

Trade and other payables are stated at their cost

Provisions

A provision is recognised if, as a result of a past event, the Group and 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 settle the obligation Provisions are determined by

discounting the expected future cash flows at a pre-tax rate that reflects current: market

assessments of the time value of money and the risks specific to the liability

Bonus and welfare funds

Allocation is made to bonus and welfare funds from retained earnings annually based on shareholders’ resolution This fund is used exclusively to pay bonus and welfare to the Group's staff Payments from bonus and welfare funds are not charged to the statement of income

Other long-term liabilities

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(p) (q) a ( @

Taxation

Income tax on the profit or loss for the year comprises current and deferred tax Income tax is

recognised in the statement of income except to the extent that it relates to items recognised

directly to equity, in which case itis recognised in equity

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years

Deferred tax is provided using the balance sheet method, providing for temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the

amounts used for taxation purposes The amount of deferred tax provided is based on the

expected manner of realisation or settlement of the carrying amount of assets and liabilities using

tax rates enacted o substantively enacted at the balance sheet date

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits

will be available against which the temporary difference can be utilised Deterred tax assets are

reduced to the extent that it is no longer probable that the related tax benefit will be realised Share capital

Ordinary shares

Ordinary shares are classified as equity, Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity

Treasury shares

When share capital recognised as equity is purchased, the amount of the consideration paid, whieh includes directly attributable cost, net of any tax effects, is recognised as a deduction from equity Repurchased shares are classified as treasury shares and are presented as a deduction from total equity

Equity funds and reserves

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@) ( wi (iti) () (u) 6)

Revenue Goods sold

Revenue from the sale of goods is recognised in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due or the possible return of goods,

Services rendered

Revenue from services rendered is recognised in the statement of ineome in proportion to the stage of completion of the transaction at the balance sheet date ‘The stage of completion is assessed by reference to work performed, No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due

Processing services

Revenue from processing services is recognised in the statement of income when the goods have

been processed and accepted by the buyer No revenue is recognised if there are significant

uncertainties regarding recovery of the consideration due Operating lease payments

Payments made under operating leases are recognised in the statement of income on a straight-line

basis over the term of the lease Lease incentives received are recognised in the statement of

income as an integral part of the total lease expense, Borrowing costs

Borrowing costs are recognised as an expense in the year in which they are incurred, except where the borrowing costs relate to borrowings in respect of the construction of qualifying tangible fixed assets, in which case the borrowing costs incurred during the period of construction are capitalised as part of the cast of the fixed assets concerned,

Earnings per share

The Group presents basic and diluted earnings per share (EPS) for its ordinary shares Basic EI is caleulated by dividing the profit or loss attributable to the ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year Diluted EPS is determined by adjusting the profit or loss attributable to the ordinary shareholders and the

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(@)

(x)

Notes to the financial statements for the year ended 31 December 2010 (continued) Segment reporting

A segment is « distinguishable component of the Group that is engaged either in providing related

products or services (business segment), or in providing products or services within a particular

economic environment (geographical segment), which is subject to risks and rewards that are

different from those in other segments The Group’s primary format for segment reporting is

based on its business segments The Group operates in one single geography segment, which is

Vietnam

Off balance sheet items

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Entrusting contract represented cash balances in the Company’s accounts at entrusted party and investments in shares of other entities by entrusted party on the Group's behalf and are stated at cost, No impairment was recognised as the aggregate market value of these shares at 31 December 2010 was higher than cost

Loans to a subsidiary and an associate were unsecured, interest free and repayable at call

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Tangible fixed assets

The Group

Machinery and Office

Buildings equipment equipment — Motor vehicles Total VND ND VND VND YND Cost Opening balance 60,960.203,597 88,846,097,667 10,037,204,348 19,642,184.383 179/485,689,995 Additions 91,913,354 10,617,860,262 2/040,939288 3/760/722732 16,511/435,636 Transfer from construetion in progress 20.346,494/015 — 8,730/261.030, - - 29,076.755,105 Disposals (2,078,286,949) — (793,446,971) - — (09,532,590) (3,081,266,510) Decreases through business disposal (24,813,500,249) (24,118,729,377) (1,188,329,683) (1,646,356,518) (51,736,915,827) Closing balance 54,506 B28 B3282/042/611 10/919,813/953 21,547/018/007 170/255,698,399 Accumulated depreciation Opening balance 19,908.250,166 40,599,632,780 6.475.021.340 10/046.563,638 - 77.029.467.924 Charge for the year Disposals Decreases through business disposal (122388, 018) 199339875969 843939738 (444705,003) - I,737108480 (170,245,225) (1,609,829,046) 16304908926 Ỷ 1,376) (4826.478317) (540,848,498) (561,848,439) (18.317,686,630) 54 73,406,861,174 9,908,845,591 44,668,324,529 78,112,600 11,051,578 Net book value Closing balance 44,597,978,237 —38,613,718,0823,141,701,353 10,495,439,553 96,848,837,225 Opening balance 41,051,953,431 48,246,464,887 3,562,183,008 —9,595,620,745 102,456,222/071

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¬ The Company

Machinery and Office

a Buildings equipment equipment Motor vehicles Total VND VND ND VND VND Cost Opening balance 2: 010,344 54,853,880,611 §,718,309352 6,177,889,559 94,143,089,866 Additions 49,999,914 — 10,236,089,131 1,958,270,738 2.062.845.363 14,307,205,146 Transfer from construction in ¬ progress 9,090,893,409 = = 9,090,893,409 as Disposals (2,078,286,949) (793.446.971) - (209,532,590) (3,081,266,510) 616,718 — 64,296,522,771 10,676,580,090 114,459,921,911 Closing balance ¬ Accumulated depreciation A Opening balance 3,649/483407 32350.869.437 5/929/892/026 3,593/065,621 45.523.310.491 Charge for the year 1,527,765,035 7.258/125,052 1707361789 698,118,193 - 11,191,370/069 Disposals (994,877,918) (444,705,903) ~ (170,245,228) (1,609,829,046) Closing balance 4,182,370,524 39,164,288,586 4,120,938,589 $5,104,851,514 = Net book value Closing balance 27,273,246,194 Opening balance 20,743,526,937 503,011,174 132,234,185 3,010,263,743 - $9,355,070,397 2/584,823/938 48,619,779.375

¬ Included in the cost of tangible fixed assets were assets costing VND26,851 million which were fully depreciated as of 31 December 2010 (31/12/2009: VND17,318 million), but which are still in active use

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Intangible fixed assets The Group Cost Opening balance Additions Disposals Decreases through business disposal Closing balance Accumulated amortisation Opening balance Charge for the year

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Notes to the financial statements for the year ended 31 December 2010 (continued) ‘The Company Land use right Software ND VND Cost Opening balance 202,340,537,638 491,971,613 Disposals (9,555, 765,000) : Closing balance 192,784,772,638 491,971,613 Accumulated amortisation Opening balance - 250,297,015 Charge for the year = 119,198,940 Closing balance - 369,495, Net book value Closing balance Opening balance 192,784,7 Total VND 202,832,509,251 (9,555, 765,000) 193,276.74 250,297,015 119,198,940 369, 192,907,248,296 202,582,212,236

At31 December 2010 intangible fixed assets of the Group and Company with a carrying valle of

VND106,543 million (31/12/2009: VND17,008 million) were pledged with banks as security for

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10

Long-term investments

Long-term equity investments in subsidiaries

SG Fisheries Joint Stock Company (“SG Fisco”)

CAO Fashion Company Limited (“CAO”) (b)

PNI Laboratory Company Limited (“PNJL") (c) Dai Viet Energy: Joint Stock Company (“Dai Viet”) (a) ‘The Company 31/12/2010 VND 70,000,000,000 10,000,000,000 80,000,000,000

a This represents 70% of the shares of Dai Viet, a company incorporated

principal activities of Dai Viet are to trade gasoline, gas cookers, machinery and equipment in oil and gas industry; provide transportation services, trade in oil, lubricant and petrol-chemical products 31/12/2009 VND 70,000,000,000 17,290,000,000 3,700,000,000 90,990,000,000 in Vietnam The

b This represents 100% of the shares of CAO, a company incorporated in Vietnam The principal activities of CAO are to produce and trade in fashion products such as suitcases, handbag, wallet, footwear, clothes cosmetic and perfume, watches, sunglasses; produce and ade in silver and gold jewellery; trade in souvenir, knit products, arts and crafts products; import and export art and erafl products,

c Asat 31 December 2010, the Company has not contributed share capital to this subsidiary ‘The principal activities of PNJL are to provide jewelry inspection and consultancy services and trade inspection machinery and equipment

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

Opening balance

New investments during the year

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The Group The Company

31/12/2010 31/12/2009 31/12/2010 31/12/2009

ND ND VND VND

Long-term equity investments in associates:

"Dong A Land Joint Stock Company (“Dong A Land”) (d) 89,039,291,026 * Sai Gon Fuel Joint Stock Company (Saigon Fuel°)(e) —164,711,172,196 49.926,

= Hong Vina Gas

Cylinders Co, Lid (“Hong Vina”) (Ð 7.838.224.881 - 3,501,831 129,730,479,430

d, ‘This represents 30.62% of the shares of Dong A Land, a company incorporated in Vietnam The principal activities of Dong A Land are to provide designing services, project management, building services for constructions; provide real estate consultant services and seal estate agency; trade building and interior materials

€ This represents 49.99% of the shares of Saigon Fuel, a listed company incorporated in Vietnam ‘The principal activities of Saigon Fuel are to trade oils and gas produets; trade tools, supplies and machineries for oil and gas; produce and trade agriculture products;

import, produce and trade wooden products; transportation service, rental and construction

services

f ‘This represents 35% of the shares of Hong Vina, a company incorporated in Vietnam, held by Dai Viet Energy Joint Stock Company which is a 70% owned subsidiary of the Company ‘The principal activities of Hong Vina, are to produce and trade gas cylinders; pressure

cylinders and the accessories and spare parts of these products; provide gas eylinders repair and maintenance services

91,866,300,000 70,066,300,000

138,608,529,680 — 40,818,582,680

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Notes to the financial statements for the year ended 31 December 2010 (continued) 8 This represents 8,333 convertible bonds issued by Que Huong Liberty Joint Stock Company

These bonds have par value of VND100,000, interest free and will be converted into shares on 26 December 2012 at the conversion rate of 1:10

h This represents amounts advanced according to an investment corporation contracts to develop a piece of land at 8 Hoang Minh Giam, Phu Nhuan District, Ho Chỉ Minh city with Vietnam Festival Travel Company Limited and Dong A Land, an associate, The main purpose of the project is to construet and exploit a complex for hotel, business and apartments centre at 8 Hoang Minh Giam, Phu Nhuan District, Ho Chi Minh City, As at 31 December 2010, the investors of this project are still in the progress to obtain the approval for the construction from local authority

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11 Phu Nhuan Jewelry Joint Stock Company and its subsidiari Notes to the financial statements for the year ended 31 December 2010 (continued) Group entities The following is a list of subsidiaries and associates as at 31 December 2010: Name Subsidiaries Dai Viet Energy Joint Stock Company S.G Fisheries Joint Stock Company CAO Fashion Company Limited PNJ Laboratory Company Limited Associates Dong A Land Joint Stock Company Sai Gon Fuel Joint Stock Company Hong Vina Gas Cylinders Co., Ltd 31/12/2010 %of — % of voting Address ownership right 176/6 Duong Quang 70.00% 70/00%

Ham, Ward No 5,Go

Vap District, Ho Chi

Minh City

C24 B/II, Street No " §

2F, Vinh Loe Industrial

Zone, Binh Chanh

Distriet, Ho Chi Minh

City

170E Phan Dang Luu 100.00% 100.00%

Phu Nhuan District Ho Chi Minh City

205 Phan Dang Luu 100.00% Phu Nhuan Distriet

Ho Chi Minh City

100.00%

432R/12 Ho Van Hue,

Ward No.9, Phu Nhuan

District, Ho Chi Minh City 30.62% 1A Pham Ngọc Thách, 49.99% 49/99% District No.1, Ho Chi Minh City 295/71 An Duong 24.50% 24509 Vuong, District No.6,

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Notes to the financial statements for the year ended 31 December 2010 (continued) During the year, the Company disposed a subsidiary — S.G Fisheries Joint Stock Company as at 30 June 2010, the details of the transaction were as follows: Net assets of the subsidiary at disposal date Assets Cash and cash equivalents 4,357,469,550 = Accounts receivable 13,894,617,972 Inventories 30,518,761,048 ¬ Other current assets Fixed assets Other long term 3.276,124,090 40,738,691,599 605,213,560 Liabilities Short-term borrowings

Accounts payable — trade 620,405,022) 700,000)

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12

Notes to the financial statements for the year ended 31 December 2010 (continued) Long-term prepayments The Group Gas cylinders House rental Prepaid land cost Others Total VND VND VND VND VND Opening balance — 146,096,960/138 — 5,653286,100 158,917,372,541 Additions 38,560,367,425 : 47,047,483,799 Unrealised profit 574,623,277 : - - 374,623,277 Transfer from constructions in progress - - 23143511017 2/430675011 136,028 Amortisation for the year (22,697,996,047)(2,209,719,000) (583,410,789) (1832491252) (27323617088) Decrease through business disposal # x = (605,213,560) (605,213,560) Closing balance 3.443,567,100 29,946297,001 - 8261/016.103 204,184,834,997

AC31 December 2010 long-term prepayments of the Group with « carrying value of VND22,787

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