NVL 2023 Eng

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ABBREVIATIONS CONTENTS

AC Audit Committee HCMC Ho Chi Minh City 2023 Annual Report Message 3
AGM Annual General Meeting HNX Hanoi Stock Exchange Accuracy and Integrity 4
of the 2023 Annual Report
AI Artificial Intelligence HOSE/ HSX Ho Chi Minh Stock Exchange
Message from the Chairman of the Board 5
AR Annual Report HR Human Resources
of Directors
BAM Business Account Manager IA Internal Audit 7
Message from the Chief Executive Officer
BM Business Management IC Internal Control

BOD Board of Directors IIRC International Integrated Reporting Council


01 Overview of Novaland 04 Sustainable development
BOM Board of Management IT Information Technology

CAGR Compound Annual Growth Rate JSC Joint Stock Company Novaland Group Overview 11 Governance Framework of Sustainable 101
Establishment and Development History 13 Development Strategy
CBD Central Business District M&A Mergers and Acquisitions
2023 in Brief 15 Economic Efficiency and Sustainable Growth 107
CEO Chief Executive Officer MICE Meetings, Incentives, Conferences & Exhibitions
• Direct Economic Value generated and distributed 107
5-Year Financial Performance in Review 19
CFO Chief Financial Officer Novaland/ NVL Novaland Group/ Group/ Company
• Indirect Economic Impact 109
Project Portfolio 23
CG Corporate Governance OECD Organization for Economic Cooperation and • Sustainable Procurement Practices
Development
110
Co. Company
Q Quarter
Environment Impact Management 112
Co., Ltd. Limited Liability Company
RE Real Estate
02 Development strategy Human Investment and Development 113
CPI Consumer Price Index • Human Resources Management 113
RM Risk Management
CSR Corporate Social Responsibility 2023 Vietnam Economy in Review 33 • Education and Training 119
ROA Return on Assets and Outlook for 2024
EBIT Earnings Before Interest and Taxes Creating and Sharing Values 122
ROE Return on Equity
EBITDA Earnings Before Interest, Taxes, Depreciation and 2023 Real Estate Market in Review 37 • Customer Safety and Health 122
Amortization SD Sustainable Development and Outlook for 2024
• Local Communities 123
EPS Earnings Per Share SDGs Sustainable Development Goals Strategic Roadmap 39
ESG Environmental, Social and Corporate Governance SGX Singapore Exchange

ESOP Employee Stock Ownership Plan SM Strategic Management

FDI Foreign Direct Investment sqm square meter 03 Corporate governance 05 Business activities
FS Financial Statements SSC State Securites Commission
Business Performance Report of the Board of 129
Overview of Corporate Governance 43
GDP Gross Domestic Product USD United States Dollar Management
GM General Management VAT Value Added Tax Organizational Structure 45 Projects under Development 135
GMS General Meeting of Shareholders VND Vietnam Dong Board of Directors 47 Land Bank Development 145
GRI Global Reporting Initiative VNU Vietnam National University Stock Information and Capital Markets Activities 147
Executive Board and Board of Management 51
Performance Report of Subsidiaries - Affiliates 153
Report of the Board of Directors 55

Report of Independent Board Members in 79


Audit Committee
06 Financial statements
Performance of ESG - Risk Management - 83
Strategic Management Committee
Audited Consolidated Financial Statements in 2023 159
Performance of Human Resources and 85 (under VAS)
Remuneration Committee Summary of Audited Separate Financial Statement 259
in 2023 (under VAS)
Risk Management 89

Legal Compliance 93
Contact Information 265
Investor Relations 94
Novaland's Sales Galleries 266
General Assessment of Corporate Governance 97
Practices in 2023

1 NOVALAND ANNUAL REPORT 2023 2


2023 ANNUAL REPORT MESSAGE ACCURACY AND INTEGRITY OF THE
2023 ANNUAL REPORT

UNYIELDING CONFIDENCE - BRIGHTENING LIVES Efficiency - Integrity - Professionalism

Since the end of 2022, Novaland Group has embarked on comprehensive restructuring initiative, upgrading Are the core value that Novaland Group consistently strives toward,
its operational framework and restructuring its organization to align with and respond to market dynamics.
Despite facing a demanding and challenging year in 2023, the companionship of the Government – Partners serving as the guideline for all activities of all members.
– Customers serves as a cornerstone for Novaland, instilling the confidence needed to persevere through
the journey of restructuring the Group. This unwavering support acts as a driving force for Novaland to
continue project implementation, recovery and development.

In addition to actively collaborating with local authorities and Ministries, Departments to swiftly address
issues arising from legal changes overtime, the Company is also steadfastly concentrating on the
construction, development, and completion of key projects. The company remains committed to delivering The 2023 AR continues to be prepared as an Integrated Report incorporating with the Sustainable Development Report. In
products in each phase to its customers. Simultaneously, while engaging in negotiations for long-term addition to fully meeting the requirements of the Circular 96/2020/TT-BTC providing guidelines on information disclosure
financial mobilization plans, Novaland is adept at flexibly adjusting its plans to initiate new projects in on securities market, the 2023 AR follows some contents of the following standards:
alignment with the prevailing market conditions.

Beyond the positive aspects, the restructuring of the Group necessitates a considerable amount of time,
a well-defined roadmap, and is contingent upon the consensus of partners and the cooperation of the
Parties in resolution of legal issues.

In 2024, guided by the spirit of “Unyielding Confidence” and with the companionship of various The International Corporate Governance For Sustainable Development
Integrated Reporting Framework of the Report, Novaland follows the
stakeholders, Novaland is poised to persist in the mission of “Brightening Lives” through the development
Council (IIRC) Organization for Economic GRI Standards
of captivating tourism - resort - entertainment destinations enriched with numerous amenities, which Cooperation and Development (OECD)
creates value to investors and real estate properties, aiming for the sustainable development of tourism
markets. Consequently, this ongoing effort aims to create megacities associated with local economic
development, social well-being, and the creation of new tourist destination, contributing to promoting the
With the goal of providing Shareholders, Investors and Related Parties with honest, timely, complete and transparent
national tourism development strategy.
information on development strategies, corporate governance, operation performance, financial situation and unrealized
issues, we commit that:

The contents presented in the 2023 AR fully meet the requirements in accordance with the provisions on information
01 disclosure of governing agencies and towards higher standards in accordance with the international practices.

02 Information of the events in the 2023 AR can be adjusted in accordance with the provisions of the accounting
and auditing standards related to events occurring after the financial year of 2023.

03 Key information and data presented in the 2023 AR have been reviewed.

The coastal economic tourism and entertainment


metropolis NovaWorld Phan Thiet (Phan Thiet, Binh Thuan) 04 Information and data presented in the 2023 AR are assured to be consistent with the 2023 Financial Statements
audited by PwC (Vietnam) Limited.

3 NOVALAND ANNUAL REPORT 2023 4


MESSAGE FROM THE FOUNDER -
CHAIRMAN OF THE BOARD OF
DIRECTORS OF NOVALAND GROUP

Dear our valued shareholders, customers and partners, In 2024, it is predicted that the global and domestic
economy will begin to recover and prosper.
In 2023, the macroeconomic landscape presented an array
of unpredictable and volatile factors, posing significant Novaland believes that with determination and decisive
challenges for Novaland Group and other enterprises. actions, we will continue to receive the steadfast support
and cooperation of all of you on the journey towards
Amidst challenging circumstances, with the support,
sustainable development ahead.
empathy, and partnership of customers, the community,
investors, partners, etc. and above all, the guidance of the On behalf of the Board of Directors, I would like to extend
Party along with the resolute direction of the Government, our sincere gratitude and wish you all good health, success,
the economic challenges are gradually being overcome. and prosperity!

With such support, inner strength, and determination, Best regards,


Novaland Group is confident in overcoming all obstacles,
ensuring that the green rubik’s cube continues to shine
brightly in every province and city.

Up to this point, Novaland has essentially completed


the restructuring of both domestic and foreign debts
and bonds, ensuring that the Company’s assets remain
balanced with its liabilities.


The delay in resolving legal bottlenecks of the projects
compared to the expected schedule has prevented
Novaland from fulfilling its commitments to customers. This Bui Thanh Nhon
represents a significant loss that impacts the Company’s
Chairman of the Board of Directors of
brand reputation. Therefore, Novaland is exerting every
Novaland Group
effort to gradually address these challenges.

The Group will continue to restructure In 2024, the Group will continue to complete ongoing
projects and strive to fulfill commitments to customers,
its finances and resources, complete investors, and partners.

legal approvals, adjust its strategies, Aqua City will be completed to become a satellite township
in Dong Nai, a modern riverside urban area with full internal
focus on core businesses, streamline and external facilities.

operations, and engage in the ESG NovaWorld Phan Thiet will be a new destination for events,
festivals, sports activities, team building, and beach leisure, etc.
action plan.” NovaWorld Ho Tram will be the premier destination for
luxury resort vacations.

NovaWorld MeKong will be the distinctive tourism spot of


the delta region.

MR. BUI THANH NHON


Chairman of the Board of Directors of Novaland Group

5 NOVALAND ANNUAL REPORT 2023 6


MESSAGE FROM
THE CHIEF EXECUTIVE OFFICER Dear our valued shareholders, partners and investors! The Company is currently considering and negotiating with
several potential strategic partners for plans to transfer a
In 2023, despite facing considerable challenges, the
number of projects to support debt restructuring as well as
Government has taken drastic measures to promote and
enhance the investment portfolio in the most effective way.
create very positive and encouraging changes. A series of
policies issued and solutions have created certain effects on At the same time, the Group has been making every effort
the market; synchronized directives were issued to address to overcome legal bottlenecks, focus on ongoing project
hurdles, particularly in addressing legal impediments and completion for the handover to customers. We sincerely
capital mobilization. hope that the authorities at all levels understand and
continue to support the expedited resolution to achieve
Since late 2022, Novaland has undertaken a comprehensive
tangible results.
restructuring, making changes to the business model and
restructuring the organization with initial positive outcomes Novaland has been successful with many iconic projects,
observed. large-scale urban areas featuring sustainable infrastructure,
diverse and attractive amenities. In just the last 6 months
Accordingly, in 2023, Novaland has handed over 563 units
of 2023, Novaland’s urban areas welcomed over 3 million
from different projects. Accumulated for last 12 months,
domestic and international visitors for exploration and
the Company recorded total consolidated net revenue
experiences. Particularly during the last Lunar New Year
of VND 4,757 billion, profit after tax of VND 486 billion.
from February 12, 2024 to February 17, 2024 (from the 3rd to
Specifically, Net revenue from sales of real estates reached
the 8th day of the Lunar New Year), the series of Vibe Fest
nearly VND 4,090 billion, recorded from the handover at
events at the Coastal Economic Tourism and Entertainment
projects including NovaWorld Phan Thiet, NovaWorld Ho
Metropolis - NovaWorld Phan Thiet featured 7 exciting
Tram, Aqua City, Palm City, Lakeview City, Saigon Royal
festival chains, spectacular performances, attracting nearly
and other central real estate projects; Net revenue from
180,000 visitors. The mega festival has been a highlight,
rendering of services reached VND 667 billion.


marking the beginning of a series of activities to create a
The lower revenue compared to the target Novaland distinctive and attractive new tourism destination in the
submitted to the General Meeting of Shareholders in June region.
2023 was due to a decrease in revenue from sales of real
We believe strongly that the trust and companionship of
estates which was strongly impacted by the current low
customers, investors, international financial institutions,
market momentum and would require more time to recover.
along with the orientation of the Board of Directors, the
On the other hand, profit after tax was higher than target
direction of the Committees and Executive Board, and
The honor and responsibility of mainly due to the Company’s efforts in debt restructuring,
cost optimization and financial activities made during the
the experienced personnel will assist and drive up the
Company maintain confidence, conquer long-term goals
ensuring our brand reputation restructuring period.
and continue its mission of serving the stakeholders and

while upholding our commitment Up to now, Novaland has successfully completed most of
the debts and bonds restructuring assignment; been able
the community.

Sincerely thank you!


to customers has always been the to negotiate, reschedule and resolve most of the concerns
and problems with contractors, business partners as well as
long-term goal that we pursue. our valuable customers.

Throughout our 31 years of As of December 31st, 2023, the Group’s total assets have
reached more than VND 241,486 billion, down 6.3%
establishment and development, compared to total assets as of December 31, 2022. This is
reflected by the overall inventories recorded VND 138,935
Novaland has consistently billion, of which the value of land bank and properties
under construction accounted for 93.3% (equivalent to VND
prioritized and protected the 129,574 billion), with the remainder comprising completed Ng Teck Yow
interests of our valued customers.” properties, property merchandises, and properties ready
for the handover to customers.
Chief Executive Officer of Novaland Group

MR. NG TECK YOW


Chief Executive Officer of Novaland Group

7 NOVALAND ANNUAL REPORT 2023 8


01
OVERVIEW
OF NOVALAND

The coastal economic tourism and entertainment metropolis NovaWorld Phan Thiet
(Phan Thiet, Binh Thuan)

9 NOVALAND ANNUAL REPORT 2023 10


NOVALAND GROUP OVERVIEW General Introduction and Overview

No Va Land Investment Group Corporation Novaland is the leading property developer in the real estate investment and development industry in Vietnam.

(Novaland Group) At present, Novaland has focused on developing three key product lines, including: Residential RE, Hospitality RE and
Industrial RE. Through the 31-year journey of establishment and development, Novaland currently owns a portfolio of
more than 50 real estate projects, especially with trend-leading projects, bringing a positive impact on the process of
urbanization and tourism development in southern and southern central provinces as well as greatly contributing to
the increase of economic value and social security in the localities.
Novaland Office Building,
Headquarter
65 Nguyen Du, Ben Nghe Ward, District 1, Ho Chi Minh City

Phone No. (+84) 906 353 838

Website www.novaland.com.vn
Vision Mission Core value
Charter capital VND 19,501,045,380,000
Novaland is the leading property Developing community Efficiency
Ticker NVL developer in Vietnam:
Creating destination Integrity
Independent Auditing Firm PwC (Viet Nam) Limited Residential RE
Cultivating happiness Professionalism
Enterprise Registration Certificate No. 0301444753
Hospitality RE
Trading in properties and land use rights which are under our
Industrial RE
ownership,
Main business lines use right or from leases.

Details: Trading in properties (under Clause 1,


Article 10 of the Law on Real Estate Trading).

The ceremony commemorating the 31st anniversary of the establishment and development of the Group (18/09/1992 - 18/09/2023) Miama, the night market area, boasts the largest continuous modern canopy system at NovaWorld Phan Thiet (Phan Thiet, Binh Thuan)

11 NOVALAND ANNUAL REPORT 2023 12


ESTABLISHMENT
AND DEVELOPMENT HISTORY

Novaland launched the first


high-end complex residential
project - Sunrise City (District
On September 18, 1992, Thanh 7, Ho Chi Minh City) that had 30th anniversary of NovaGroup’s establishment and
Nhon Commercial Company a total investment is about Aqua City (Dong Nai) launched River Park 1, River development was marked.
Limited - the predecessor of USD 500 million. The project Park 2 and Phoenix South phases. NovaWorld Ho Tram (Ba Ria - Vung Tau) launched
NovaGroup - was established. includes 12 towers and 1 km of NovaWorld Ho Tram (Ba Ria - Vung Tau) launched Long Island subdivision.
The Group’s key business street frontage on Nguyen Huu Happy Beach Villas phase of The Tropicana Handed over the first phase of NovaWorld Phan Thiet
activities were manufacturing, Tho Street, therefore, Sunrise subdivision and launched Wonderland and Habana (Binh Thuan), Aqua City (Dong Nai) and NovaWorld Ho Tram -
importing and distributing City is considered as one of the Listed convertible bonds on SGX for the Island subdivisions. The Tropicana (Ba Ria - Vung Tau).
veterinary medicine, animal most iconic architectures at the first time. NovaWorld Phan Thiet (Binh Thuan) launched Handed over Palm City (the old name “Palm Marina” in
feed, aquatic products, etc. and Southern gateway of Ho Chi Launched the first resort - Azerai Can Florida 1, Florida 2, Festival Town and PGA Golf Villas Thu Duc City) and NovaWorld Ho Tram - Wonderland (Ba Ria
building villas for rent. Minh City. Tho Resort (Can Tho City). phases. - Vung Tau).

1992 2009 2018 2020 2022

2007 2016 2019 2021 2023


NovaWorld Phan Thiet
NovaGroup was restructured On December 28, 2016, Launched Aqua City - Smart Ecology Satellite Novaland continued to focus on the core business lines Launched Wonderland Water Park.
into: Novaland was officially listed Township (Bien Hoa City, Dong Nai) with a scale of of investment and development of real estate projects
• Anova Corporation: on HOSE (ticker symbol: NVL). nearly 1,000 hectares. in the mid-end and high-end segments. Put into operation K-Town Resort Phan Thiet,
Operating in the Launched NovaWorld Ho Tram - Hospitality Launched Centara Mirage Resort Mui Ne (Binh Thuan). Wonderland Resort Phan Thiet, Safari Cafe, Dino Park, etc.
Agricultural industry. Real Estate (Ba Ria - Vung Tau) with a scale of NovaWorld Phan Thiet (Binh Thuan) launched 36-hole
nearly 1,000 hectares. NovaWorld Ho Tram
• Novaland Group: Operating PGA Ocean Golf Course and launched Waikiki, Ocean Continued to hand over units at Wonderland and The
in the Real Estate industry. Launched NovaWorld Phan Thiet - the Coastal Residence and The Kingdom phases.
Tropicana subdivisions.
Economic Tourism and Entertainment Metropolis Aqua City (Dong Nai) inaugurated the Square - Aqua
(Phan Thiet City, Binh Thuan) with a scale of Marina complex and launched Sun Harbor 1 phase. Aqua City
nearly 1,000 hectares and a total investment of
NovaWorld Ho Tram (Ba Ria - Vung Tau) launched Continued to hand over units at Sun Harbor 2,
USD 5 billion.
Morito and Binh Chau Onsen subdivisions and put Sun Harbor 3 and Ever Green 1 phases.
phase 1 of The Tropicana subdivision into operation.

13 NOVALAND ANNUAL REPORT 2023 14


2023 IN BRIEF

05/01 19/04 22/06

Signing ceremony with TPBank and Ricons to 2023 Annual General Meeting of Shareholders
execute the completion of The Grand Manhattan

12/05 23/06

The event “Unleashing infrastructure - Breakthrough potential” of Aqua City and NovaWorld Phan Thiet
Signing ceremony with MB Bank and construction Signing ceremony with VPBank and contractors
contractors to implement Wonderland & Habana Island to restart Aqua City
25/03 - NovaWorld Ho Tram

28/06

19/05

Signing ceremony with MB Bank and construction Meeting program with business partners in exploring
The opening ceremony of the National Tourism Year 2023 with the theme “Binh Thuan - Green Convergence” contractors to finance and restart NovaWorld Phan Thiet & operating Festival Street at NovaWorld Phan Thiet
at NovaWorld Phan Thiet

15 NOVALAND ANNUAL REPORT 2023 16


25/08 14/10

Binh Thuan Golf Tournament - Green Convergence 2023 at NovaWorld Phan Thiet Golf Course

28-29/10
Sponsoring to the “Supporting children to school” Education Promotion Fund in Binh Thuan

31/08 02-03/09

Opening ceremony of Wonderland Water Park at Aquaman Vietnam 2023 - a prestigious sports tournament combining running and swimming at NovaWorld Phan Thiet
NovaWorld Festival at NovaWorld Phan Thiet
NovaWorld Phan Thiet

31/08 18/09 10-23/12 12/12

Awarding 200 “Overcoming difficulties to study well”


Signing ceremony of cooperation in tourism and trade Celebrating 31 years of establishment and Welcoming the delegation of U9-U12 players from
scholarships - Development Fund of Vietnam National
promotion with Korean associations and enterprises development of the Group KYFA (Korea) to NovaWorld Phan Thiet
University - Ho Chi Minh City

17 NOVALAND ANNUAL REPORT 2023 18


5-YEAR FINANCIAL PERFORMANCE
IN REVIEW
BALANCE SHEET INCOME STATEMENT
Increase CAGR Increase CAGR
Unit: VND billion 2019 2020 2021 2022 2023 (Decrease) Unit: VND billion 2019 2020 2021 2022 2023 (Decrease)
2023/2022 (%) 2019-2023 (%) 2023/2022 (%) 2019-2023 (%)

Net revenue from sales of goods


Short-term assets 71,195 114,204 156,049 198,115 191,155 (3.51) 28 10,931 5,026 14,903 11,134 4,757 (57,28) (19)
and rendering of services

Cash and cash equivalents 6,466 11,559 17,249 8,600 3,413 (60.31) (15) Cost of goods sold (7,779) (3,193) (8,767) (6,883) (3,435) (50,09) (18)

Gross profit from sales of goods


Short-term investments 466 722 837 327 44 (86.54) (45) 3,152 1,833 6,136 4,251 1,322 (68,90) (20)
and rendering of services

Short-term receivables 5,894 13,798 26,409 52,346 47,011 (10.19) 68 Net financial income (1,068) 4,671 (207) 860 1,733 101,51 N/A

Selling, general and


Inventories 57,206 86,865 110,157 134,956 138,935 2.95 25 (1,492) (1,455) (2,617) (2,496) (1,782) (28,61) 5
administration expenses

Other current assets 1,163 1,260 1,397 1,886 1,752 (7.10) 11 Net operating profit 592 5,049 3,312 2,615 1,273 (51,32) 21

Long-term assets 18,784 30,332 45,785 59,620 50,331 (15.58) 28 Net other income/ expenses 3,680 (400) 1,774 1,367 726 (46,89) (33)

Net accounting profit


Long-term receivables 371 17,644 33,582 44,082 34,560 (21.60) 211 4,272 4,649 5,086 3,982 1,999 (49,80) (17)
before tax

Fixed assets 840 1,218 1,442 3,937 2,401 (39.01) 30 Business income tax (885) (742) (1,631) (1,800) (1,513) (15,94) 14

Investment properties 3,798 2,824 2,754 3,141 5,543 76.47 10 Net profit after tax 3,387 3,907 3,455 2,182 486 (77,73) (38)

Long-term assets in progress 850 286 293 573 529 (7.68) (11)

Long-term investments 5,744 1,891 1,624 1,616 1,728 6.93 (26)

Other long-term assets 7,181 6,469 6,090 6,271 5,570 (11.18) (6)

TOTAL ASSETS 89,979 144,536 201,834 257,735 241,486 (6.30) 28

Liabilities 65,518 112,604 160,661 212,917 196,183 (7.86) 32

Short-term liabilities 18,809 31,427 49,215 78,174 87,282 11.65 47

Long-term liabilities 46,709 81,177 111,446 134,743 108,901 (19.18) 24

Owner's equity 24,461 31,932 41,173 44,818 45,303 1.08 17

TOTAL RESOURCES 89,979 144,536 201,834 257,735 241,486 (6.30) 28

The customers receive the handover of their Florida villas at NovaWorld Phan Thiet (Phan Thiet, Binh Thuan)

19 NOVALAND ANNUAL REPORT 2023 20


FINANCIAL PERFORMANCE INDICATORS
Increase
Unit 2019 2020 2021 2022 2023 (Decrease)
2023/2022 (%)

LIQUIDITY RATIOS

Cash ratio Times 0.34 0.37 0.35 0.11 0.04 (63.6)

Current ratio Times 3.79 3.63 3.17 2.53 2.19 (13.4)

Quick ratio Times 0.74 0.87 0.93 0.81 0.60 (25.9)

CAPITAL STRUCTURE RATIOS

Borrowing and finance lease


Times 1.41 1.53 1.47 1.45 1.27 (12.4)
liabilites to Owner's Equity ratio

Borrowing and finance lease


Times 0.38 0.34 0.30 0.25 0.24 (4.0)
liabilites to Total Assets ratio

CAPACITY RATIOS

Account receivable turnover Turnover 1.80 0.27 0.33 0.14 0.05 (64.3)

Asset turnover Turnover 0.14 0.04 0.09 0.05 0.02 (60.0)

Inventory turnover Turnover 0.18 0.04 0.09 0.06 0.03 (50.0)

PROFITABILITY RATIOS (*)

Earnings before interest and


% 15 8 24 16 (10) (162.5)
taxes (EBIT)

Earnings before interest. taxes.


depreciation and amortization % 24 27 30 25 14 (44.0)
(EBITDA)

Gross profit margin % 29 36 41 38 28 (26.3)

Return on assets (ROA) % 4 3 2 1 - (100.0)

Return on equity (ROE) % 15 14 9 5 1 (80.0)

Net profit margin % 31 78 23 20 10 (50.0)

Net operating profit to Net


% 5 100 22 23 27 17.4
revenue ratio

(*) Increase (Decrease) 2023/2022 based on the absolute difference between the figures of 2023 and 2022
The exclusive 36-hole PGA golf courses at NovaWorld Phan Thiet
(Phan Thiet, Binh Thuan)

21 NOVALAND ANNUAL REPORT 2023 22


PROJECT PORTFOLIO

1. RESIDENTIAL REAL ESTATE PROJECTS IN HCMC


Type of business
No. Projects Developer Product type Location Land area (m2) Total products Launching Handover timing
entity

COMPLETED, HANDED-OVER, IN THE PROCESS OF HANDING OVER PROJECTS: 26

Condominium
- Phase 1: Q2/2009 - Phase 1: Handed over from Q3/2012
Office-tel
1 Sunrise City No Va Land Investment JSC Subsidiary District 7 51,261 2,728 - Phase 2: Q2/2011 - Phase 2: Handed over from Q4/2014
Commercial
- Phase 3: Q1/2013 - Phase 3: Handed over from Q4/2015
Parking lot

Condominium
2 Lucky Palace Nova Lucky Palace Co., Ltd Subsidiary District 6 3,876 564 Q3/2014 Handed over from Q2/2017
Commercial

Sunrise Riverside
2,207 Handed over from Q3/2018
(Blocks G1 -> G5, E1)
Condominium
3 Nova Riverside Real Estate Co., Ltd Subsidiary Nha Be District 39,305 Q3/2015
Commercial
Sunrise Riverside
1,022 Expected handover from Q3/2023
(Blocks G6, E2)

- Phase 1: Handed over from Q1/2017


4 Lakeview City 21st Century International Development Co., Ltd Subsidiary Township Thu Duc City 301,060 960 Q2/2016 - Phase 2: Handed over from Q2/2017
- Phase 3: Handed over from Q2/2018

Condominium
Office-tel
5 Lexington Residence Nova Lexington Real Estate JSC Sold in Q3/2017 Thu Duc City 19,915 1,498 Q1/2014 Handed over from Q4/2015
Office
Commercial

Condominium - Phase 1: Q3/2012 - Phase 1: Handed over from Q2/2014


6 Tropic Garden Residence No Va Land Investment Group Corporation Thu Duc City 25,063 812
Commercial - Phase 2: Q3/2014 - Phase 2: Handed over from Q2/2016

Condominium
7 The Sun Avenue Residence Gia Phu Real Estate Co., Ltd Subsidiary Office-tel Thu Duc City 46,715 2,894 Q1/2015 Handed over from Q3/2018
Commercial

Condominium
8 Lucky Dragon Residence No Va Land Investment Group Corporation Thu Duc City 9,024 160 Q2/2014 Handed over from Q4/2016
Shophouse

Condominium
Binh Thanh
9 Wilton Tower Phuong Dong Building JSC Subsidiary Office-tel 7,169 561 Q3/2015 Handed over from Q2/2018
District
Commercial

Condominium
Binh An Real Estate Development Investment
10 Galaxy 9 Residence Sold in Q3/2017 Office District 4 6,228 524 Q1/2014 Handed over from Q4/2015
JSC
Commercial

Condominium
11 Icon 56 No Va Land Investment Group Corporation District 4 2,904 313 Q1/2014 Handed over from Q4/2015
Commercial

Condominium
Office-tel
12 Rivergate Residence Nova Rivergate Co., Ltd Subsidiary District 4 7,069 1,351 Q4/2014 Handed over from Q3/2017
Office
Commercial

Condominium
Nova Phuc Nguyen Real Estate Development Office-tel
13 The Tresor Residence Subsidiary District 4 5,780 718 Q4/2014 Handed over from Q3/2017
and Investment Co., Ltd Office
Commercial

Condominium
14 Saigon Royal Residence Nha Rong Investment and Commercial JSC Subsidiary Office-tel District 4 6,669 774 Q2/2016 Handed over from Q4/2018
Commercial

23 NOVALAND ANNUAL REPORT 2023 24


Type of business
No. Projects Developer Product type Location Land area (m 2) Total products Launching Handover timing
entity

Condominium
Phu Nhuan
15 GardenGate Residence No Va Festival JSC Subsidiary Office-tel 4,887 420 Q4/2014 Handed over from Q2/2017
District
Commercial

Condominium
Office-tel Phu Nhuan
16 Kingston Residence Nova Princess Residence JSC Subsidiary 4,604 402 Q2/2015 Handed over from Q4/2017
Office District
Kindergarten

Condominium Phu Nhuan


17 Orchard Garden No Va Land Investment Group Corporation 4,303 428 Q4/2014 Handed over from Q1/2017
Office-tel District

Condominium
Phu Nhuan
18 The Prince Residence The Prince Residence JSC Subsidiary Office-tel 4,644 506 Q1/2013 Handed over from Q4/2015
District
Commercial

Residential and
Phu Nhuan
19 Golden Mansion Nova Sagel Co., Ltd Subsidiary Commercial 15,129 737 Q3/2015 Handed over from Q2/2018
District
Complex

Condominium
Office-tel Phu Nhuan
20 Orchard Parkview Nova Nam A Co., Ltd Subsidiary 9,184 528 Q3/2015 Handed over from Q4/2018
Commercial District
Kindergarten

Condominium
Phu Nhuan
21 Newton Residence Merufa-Nova Co., Ltd Subsidiary Office-tel 2,807 253 Q2/2016 Handed over from Q4/2018
District
Office

Condominium
22 Richstar Nova Richstar JSC Subsidiary Tan Phu District 27,802 2,021 Q4/2015 Handed over from Q4/2018
Commercial

Condominium
23 Botanica Premier Nova Sasco Co., Ltd Subsidiary Office-tel Tan Binh District 16,330 1,039 Q1/2016 Handed over in 2019
Commercial

Condominium
24 The Botanica(2) No Va Land Investment Group Corporation Tan Binh District 9,028 611 Q1/2015 Handed over in 2018
Commercial

Shophouse
25 Golf Park Residence No Va Land Investment JSC Subsidiary Thu Duc City 25,398 95 Q3/2015 Handed over from Q4/2016
Villa

Condominium
26 Sunrise Cityview Nhat Hoa Real Estate JSC Subsidiary Office-tel District 7 15,720 1,377 Q2/2015 Handed over from 2019
Commercial

TOTAL COMPLETED / HANDED-OVER / IN THE PROCESS OF HANDING OVER PROJECTS 671,874 25,503

PROJECTS UNDER DEVELOPMENT (3)


:3

- Low rise: Handed over from


Condominium
Thai Binh Real Estate Trading Joint Stock Q3/2019
27 Victoria Village Subsidiary Villa Thu Duc City 42,777 1,208 Q2/2017(1)
Company - High rise: Expected handover from
Commercial houses
Q4/2024

The Grand Manhattan Condominium 391 Expected hand over from Q4/2024
28 Dat Viet Development JSC Subsidiary District 1 14,002 Q4/2018
& Soho Residence Commercial 1,054 Handed over from QI/2022

Cuu Long Real Estate Development and Invest- Shophouse Handed over from Q4/2022, continue
29 Palm City (tên cũ Palm Marina) Subsidiary Thu Duc City 90,772 178 Q2/2019
ment Co., Ltd Villa the handover till the end of 2024

TOTAL OF PROJECTS UNDER DEVELOPMENT 147,551 2,831

TOTAL COMPLETED / HANDED-OVER / IN THE PROCESS OF HANDING OVER PROJECTS AND PROJECTS UNDER DEVELOPMENT 819,425 28,334

Note: (1) Project development time.


(2) The ownership of The Botanica project was executed by the Project Transfer Agreement with Saigon General Services JSC.
(3) Excluding Madison and The Park Avenue jointly developed projects.

25 NOVALAND ANNUAL REPORT 2023 26


2. SATELLITE TOWNSHIP PROJECTS
Type of business
No. Projects Developer Product type Location Land area (m2) Total products Launching Handover timing
entity

Semi - Detached
Villa, Detached Villa,
1 Aqua City Aqua City Co., Ltd Subsidiary Dong Nai 1,105,400 2,113 Q2/2019 Handed over from Q2/2022
Townhouse,
Shophouse

Semi - Detached
Long Hung Phat Real Estate Investment Villa, Detached Villa,
2 Aqua Riverside City Subsidiary Dong Nai 767,500 1,855 Q2/2019 Handed over from Q2/2022
Co., Ltd Townhouse,
Shophouse

Semi - Detached
Villa, Detached Villa,
3 Aqua Waterfront City Da Lat Valley Real Estate Co., Ltd Subsidiary Dong Nai 850,860 2,701 Q1/2020 Expected handover from Q4/2023
Townhouse,
Shophouse

No Va Land Investment JSC Subsidiary

Gia Duc Real Estate Co., Ltd Subsidiary

Thanh Nhon Real Estate Investment Semi - Detached


Co-Development Villa, Detached Villa,
4 Aqua City Phoenix Island Co., Ltd Dong Nai 2,491,319,5 6,351 Q4/2020
Townhouse, Expected handover from Q3/2025
An Khang Real Estate Development Shophouse
Co-Development
Co., Ltd

Dai Phat Real Estate Development


Co-Development
& Investment JSC

Semi - Detached
Tuong Minh Investment and Real Estate Villa, Detached Villa,
5 Aqua Marina City Subsidiary Dong Nai 394,574 763 Q3/2021 Expected handover from Q1/2026
Co., Ltd Townhouse,
Shophouse

Note: Only phases under development included.

Townhouses and villas in the smart ecology satellite township of Aqua City
(Bien Hoa, Dong Nai)

27 NOVALAND ANNUAL REPORT 2023 28


3.HOSPITALITY REAL ESTATE PROJECTS
Type of business
No. Projects Developer Product type Location Land area (m2) Total products Launching Handover timing
entity

PROJECTS IN OPERATION: 2
No Va Land Investment Put into operation from
1 Azerai Can Tho Resort Hospitality Can Tho 147,841 Bungalow: 30
Group Corporation Q4/2017
Handed over from
2 NovaHills Mui Ne Huynh Gia Huy JSC Subsidiary Hospitality Phan Thiet 399,310 Villa: 603 Q4/2018
Q1/2022

PROJECTS UNDER DEVELOPMENT: 9


Delta-Valley Binh Thuan Handed over from
3 NovaWorld Phan Thiet Subsidiary Hospitality Phan Thiet 9,863,300 18,476(1) Q2/2019
Co., Ltd Q1/2021

Handed over from


4 NovaWorld Ho Tram – The Tropicana The Forest City Co., Ltd Subsidiary Hospitality Ba Ria - Vung Tau 993,797 1,943 Q2/2019
Q2/2021

Expected handover
5 NovaWorld Ho Tram – Happy Beach Villas Hoan Vu JSC Subsidiary Hospitality Ba Ria - Vung Tau 415,972 332 Q4/2020
from Q4/2024

Expected handover
6 NovaWorld Ho Tram – Morito Binh An Tourism Co., Ltd Subsidiary Hospitality Ba Ria - Vung Tau 212,399.6 227 Q1/2021
from Q4/2024

Handed over from


7 NovaWorld Ho Tram - Wonderland Ngan Hiep Real Estate JSC Subsidiary Hospitality Ba Ria - Vung Tau 90,260 271 Q2/2020
Q3/2022

Expected handover
8 NovaWorld Ho Tram – Habana Island Ngan Hiep Real Estate JSC Subsidiary Hospitality Ba Ria - Vung Tau 204,838 402 Q4/2020
from Q4/2024

Bungalow: 26
Villa: 182 Expected handover
9 NovaBeach Cam Ranh Carava Resort Co., Ltd Co-Development Hospitality Khanh Hoa 226,222 Q4/2018
Commercial lot: 18 from Q1/2025
Condotel: 1,706

Sai Gon - Binh Chau Expected handover


10 NovaWorld Ho Tram - Binh Chau Onsen Co-Development Hospitality Ba Ria - Vung Tau ~3,000,000(2) 568 Q3/2021
Tourism JSC from Q4/2025

Sai Gon - Binh Chau Expected handover


11 NovaWorld Ho Tram - Long Island Co-Development Hospitality Ba Ria - Vung Tau 268,461.2 415 Q2/2022
Tourism JSC from Q4/2025

Note: (1) Expected number of products.


(2) Including 332,730.4 m2 of commercial land, the rest is contracted forest land.

Perspective of Sunrise Riverside


(Nha Be, HCMC)

29 NOVALAND ANNUAL REPORT 2023 30


02
DEVELOPMENT
STRATEGY

NovaWorld Phan Thiet - The festive season at night (Binh Thuan, Phan Thiet)

31 NOVALAND ANNUAL REPORT 2023 32


2023 VIETNAM ECONOMY IN REVIEW Outlook for 2024
AND OUTLOOK FOR 2024 Certain key criteria for the 2024 socio-economic development plan, as outlined in Resolution No. 01/NQ-CP on fundamental
tasks and solutions for the socio-economic development plan and the 2024 State budget plan, are as follows:

2023 Vietnam Economy in review • GDP growth rate: 6% - 6.5%;

• GDP per capita: 4,700 – 4,730 USD;

• Average Consumer Price Index (CPI) growth rate: 4% – 4.5%;


Gross Domestic Product (GDP) growth rate The tourism sector successfully exceeded • Growth rate of the total export turnover: 6%;
In 2023, GDP was expected to grow by 5.05% compared to the tourist visit target
• Growth rate of average Social Labor Productivity: 4.8% - 5.3%;
the previous year, exceeding the growth rates recorded in International tourists: By the conclusion of 2023, the total count
2020 and 2021 within the period of 2011-2023. of international tourists hit 12.6 million, nearly 3.5 times higher • Furthermore, various international financial institutions have provided forecasts for Vietnam’s GDP growth rate in 2024,
than the figures of 2022. This exceeds the initial target by 57% ranging from approximately 6% - 6.7% in 2024 (ADB: 6%; AMRO: 6%, and Standard Chartered: 6.7%);
GDP per capita in 2023 at current prices was estimated to
reach VND 101.9 million/person, equivalent to 4,284.5 USD, (8 million) and meets the adjusted goal (12-13 million tourists).
• The Tourism industry has set a target aiming to attract 17 – 18 million international tourists and serve 110 million
an increase of 160 USD compared to 2022. The consistent upward trend in the number of international
domestic tourists. According to projections from the World Tourism Organization (UNWTO) and the World Travel &
tourists over the month, signifies a gradual recovery in the
Tourism Council (WTTC), international tourism activities may fully recover by the end of 2024, reaching levels comparable
In term of economic structure in 2023, 11.96% was international tourist sector.
to those achieved in 2019.
contributed by the agriculture, forestry, and fishery sector;
the industry and construction sector accounted for 37.12%; Domestic tourists: The total number of domestic tourists in
2023 was recorded at 108.2 million arrivals, up 6% compared Annual GDP Growth rate
the service sector comprised 42.54%; and product tax (Unit: %)
minus product subsidies constituted 8.38%. to the set target. (Source: General Statistics Office of Vietnam)

In 2023, Vietnam’s tourism sector experienced a substantial


Retail sales of consumer goods and services recovery. According to the travel trends monitoring tool
10

Total retail sales of consumer goods and services at from Google, reveals that searches by international tourists 8.02
8
current prices was anticipated to reach VND 6,231.8 trillion, regarding Vietnam’s tourism accounted for 75% of the overall 6.81 7.08 7.02
6.68
increasing by 9.6% over the same period last year. growth rate, securing the 6th position globally. 5.98
6.21
6
5.42
(Source: General Statistics Office of Vietnam, Vietnam National Administration of Tourism, collection)
Banking and stock market activities 5.05
4
2.91
The credit growth for 2023 was recorded at 13.71%, falling 2.58

below the targeted range of 14-14.5%. Simultaneously,


2
the stock market showed signs of recovery, with VNIndex
rising by 12.2%, reaching 1,129.93 points, and the market
0
capitalization witnessing a 9.5% increase compared to 2022.
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Development Investment
As of 20/12/2023, the total foreign investment capital
Quarterly GDP Growth rate in 2023 2023 Economic Structure Business Opetations in 2023
registered in Vietnam, including newly registered capital,
(Unit: %) (Unit: %) (Unit: Thousand units)
adjusted registered capital, and the value of capital (Source: General Statistics Office of Vietnam) (Source: General Statistics Office of Vietnam) (Source: General Statistics Office of Vietnam)
contributions and share purchases by foreign investors,
nearly reached USD 36.6 billion, reflecting a 32.1% increase 200
compared to the previous year. 8 8.4% 12% 159.3

Vietnam’s foreign direct investment capital in 2023 was 6.72


150
148.5
5.47
estimated to hit USD 23.18 billion, down 3.5% compared 6

to the last year. This marks the highest foreign direct 4.52
100 89.1
investment capital recorded in the past five years. 4 3.41 42.5% 37.1%
73.8
58.4 59.8
Export and import of goods 2 50

18 18.6
In 2023, the total export and import turnover amounted to
USD 683 billion, down 6.6% compared to the previous year. 0 0
Quarter I Quarter II Quarter III Quarter VI
New Re-operation Dissolution
This decline includes a 4.4% decrease in export turnover establishment
Business
suspension
Agriculture, Forestry and Fishery Services
and an 8.9% decrease in import turnover. The trade
Industry and Construction Taxes less subsidies
balance of goods in 2023 was estimated to have a trade on products 2022 2023
surplus of USD 2.28 billion.

33 NOVALAND ANNUAL REPORT 2023 34


Annual Consumer Price Index Trading
(Unit: %) (Unit: USD billion)
(Source: General Statistics Office of Vietnam) (Source: General Statistics Office of Vietnam)

7 6.6 700 683

6 600

5 500
4.09
4 3.53 3.54 3.25 400 355.5
3.23 3.15 327.5
3 2.66 2.79 300

2 1.84 200

1 100
0.63 28
0 0

2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Export Import Trade Total exxport -
surplus import turnover

The number of monthly foreign tourist arrivals


(Unit: Thousand turns)
(Source: Vietnam National Administration of Tourism)

1,5
1.37

1,3 1.22 1.23


1.11

1.04 1.05
0.93 0.98 0.92 0.98
1,0 0.87 0.9

0,8

0,5

0,3

0,0

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

The number of monthly domestic tourist arrivals


(Unit: Thousand turns)
(Source: Vietnam National Administration of Tourism)

16

14 13.5
13
12.5 12.5
12
10.5

10 9.5

8
7 7.5 7.5

6
5.2 5
4.5

0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

The coastal economic tourism and entertainment


metropolis NovaWorld Phan Thiet (Phan Thiet, Binh Thuan)

35 NOVALAND ANNUAL REPORT 2023 36


2023 REAL ESTATE MARKET IN REVIEW
AND OUTLOOK FOR 2024

2023 HCMC Residential Market and Outlook for 2024

HCMC Residential Market in 2023 The average primary selling price of low-rise residential
According to the CBRE market report, the new supply in the projects reached VND 259 million/sqm, showing a 1%
Ho Chi Minh City apartment market for 2023 decreased by decrease y.o.y. However, the average price growth rate
54% compared to the same period last year, totaling 8,707 over the period from 2019 to 2023 reached 30% per year.
units. The number of apartments sold also experienced a
year-on-year decrease of 59%. Outlook for 2024
The average primary selling price in the apartment market According to the market report from Savills, there is an
was approximately VND 61.4 million/sqm, reflecting a 2% anticipation of a substantial increase in the supply of new
decrease compared to the same period in 2022. However, apartments in 2024, expected to be four times higher than
the average price growth rate over the entire period from that of 2023. The forecast suggests that by 2026, a total
2019 to 2023 reached 8% per year. of 40,800 units from 116 projects will be available for sale.
Regarding townhouse/ villas, it is projected that 1,400 units
In the low-rise residential market, as indicated by CBRE’s
will be launched on the market by 2024. Among these,
market report, the new supply for 2023 is expected to
products ranging from VND 20 to 30 billion are expected
decrease significantly by 98% compared to 2022. The
to contribute approximately 65% of the supply.
absorption rate of this type also experienced a substantial
year-on-year decrease of 91%.

2023 Hospitality Real Estate Market in Vietnam


and Outlook for 2024
Vietnam Hospitality Real Estate Market in 2023 Moreover, the primary supply of condotels has seen a
slight decrease of over 3% compared to the same period
According to the market report from DKRA, in term of in 2022. This decline is primarily due to a concentration on
villas, the primary supply in 2023 is expected to reach 2,542 older projects already available for sale, while the addition
units, representing a 42% increase compared to the same of new projects has been relatively modest. The Central
period. The majority of this supply constitutes the inventory region dominates the primary supply market with a share
of projects that have previously been made available for of 58%, followed by the South with 26%, and the North
sale, while new projects are limited, accounting for only 6% with 16%. Primary consumption in this category is at 32%
in comparison to 2022. compared to the same period in 2022.
Primary consumption is noted to be 13% comparing to the
same period, with most transactions coming from projects Outlook for 2024
with selling prices below VND 15 billion per unit. The anticipation is that the condotel supply will decrease
in comparison to 2023, while the supply of hospitality villas
In term of townhouses/ shophouses, the primary supply has
and townhouses/ shophouses is expected to remain at
seen a significant decrease of over 62% compared to the
similar levels to 2023. The primary selling price is projected
same period. The Central region accounted for the majority
to remain stable, with minimal chances of significant price
of the primary supply at 61%, followed by the South at
fluctuations in 2024. Policies such as discounts, interest rate
30%, the North at 8%, and the Central Highlands at 1%.
support, principal grace periods, leasing commitments,
Primary consumption has decreased by 94% year on year
and others are expected to continue to be widely adopted
and by 6% over the same period. K-Town Resort Phan Thiet at NovaWorld Phan Thiet
throughout 2024.
(Phan Thiet, Binh Thuan)

37 NOVALAND (Source: CBRE, Savills, DKRA Vietnam)


ANNUAL REPORT 2023 38
STRATEGIC ROADMAP Focus on Environmental, Social and Corporate
Governance (ESG) goals, moving toward sustainable,
integrated real estate ecosystem development

Continue with restructuring strategies


Initiated since late 2022, Novaland’s restructuring efforts parks & hospitality, etc. to build up traffic and community,
have showed several positive signs by the end of 2023, delivering concrete financial results for stakeholders. Staying informed and responsive to the Committed to making a positive In response to changes in the legal
garnering consensus among various partners, customers, Construction of these projects has been resumed since growing demand for environmentally impact on society, Novaland cultivates and business environment, Novaland
and stakeholders. Q2/2023 and Novaland expects new launches for these friendly products and services, a safe, healthy, and vibrant work has strengthened its corporate
projects to begin by Q4/2024 - Q1/2025. Novaland not only conducts research environment, embracing local culture, governance to ensure compliance
• Compared to 2022, the Company has reduced its debt but also directs its efforts towards and actively contributing to regional across the Group and mitigate risks.
level by approximately VND 7,156 billion. Meanwhile, in order to establish a system for effective developing innovative design solutions. economic and social development. The Company’s governance model is
risk identification, monitoring and control throughout These solutions prioritize green, The Group implements a range of decentralized, streamlining operations
• Agreement was reached on a restructuring proposal for
the Group, ESG - RM - SM Committee has spearheaded sustainable, and low-emission spaces, policies to ensure the safety and and empowering project leaders.
the Group’s USD 300,000,000 convertible bonds.
initiatives to enhance the responsibility and autonomy tailored to meet customer needs and well-being of its employees, fostering
• Total value of domestic bond maturity extension under of project management team to proactively limit risks, ultimately enriching their lives. increased work efficiency and a
Decree 08/2023/NĐ-CP reached over VND 9,200 billion. promptly reduce adverse impacts and exploit new positive morale. Novaland actively
opportunities amid challenges. participates in community building,
• An exchange of bond obligations worth VND 2,346 billion emphasizes social security initiatives
into equity of a project was completed. One of the key strategies for 2024 is to strengthen the
and creates job opportunities in the
financial standing of the Group. Accordingly, Novaland
• Additionally, Novaland has successfully negotiated with areas where the Group invests. The
expects to undertake multiple approaches such as:
bondholders and contractors to exchange their claims Company’s projects are positioned
proceeding with a public offering, continuing with loan
for products, amounting to approximately VND 2,500 at a strategic location in Phan Thiet -
facilities disbursement, and increasing revenue collection in
billion in debt obligations. Binh Thuan, Ho Tram - Ba Ria - Vung
projects with completed legal frameworks. The Company
Tau, Bien Hoa - Dong Nai, Long An and
Looking ahead to 2024, the Group will continue to focus on will continue to be cost-efficient, emphasizing savings and
Cuu Long River Delta, transforming the
improving the legal status of ongoing projects to promote trim unnecessary expenses to boost operational efficiency.
landscape of hospitality development
business activities. Key revenue centers (Aqua City, Under this strategy, assuming more favorable shifts in real in these areas, fully synergizing with
NovaWorld Phan Thiet, NovaWorld Ho Tram and HCMC estate market conditions, the Group anticipates achieving the Government’s policy to enhance
projects) will be prioritized, both in terms of development a balanced cash flow to support core business operations the infrastructure development and
pipeline and destination making investments in theme and investment activities in 2024. promote tourism industry nationwide.

Consolidation of human resources with a focus on


quality and efficiency
Continued improvement of Novaland’s human resource human capital, among which are improvements to the
capacity for the implementation of business activities performance-based bonus payment policy, succession
under the model of ring-fenced project clusters/ project planning, and investment in training and development
companies will take place. Simultaneously, personnel in of leadership teams. Through highly practical activities,
various departments will undergo ongoing adjustments Novaland is building a cohesive, consensual working
towards leanness and multitasking. In 2023, Human environment, with the core value of Efficiency - Integrity -
Resources and Remuneration Committee has committed Professionalism at the forefront.
significant resources to programs that transform

Wonderland Resort at NovaWorld Phan Thiet


(Phan Thiet, Binh Thuan)
39 NOVALAND ANNUAL REPORT 2023 40
03
CORPORATE
GOVERNANCE

Tourism Township NovaWorld Ho Tram (Ba Ria - Vung Tau)

41 NOVALAND ANNUAL REPORT 2023 42


OVERVIEW
OF CORPORATE GOVERNANCE

Overview of CG Activities in 2023


Corporate Governance is a system of policies, regulations
and processes designed to orient, operate and control the
Company to ensure its sustainability, protect and balance
interests of shareholders, employees, customers, and
other related parties. An effective CG system will enhance
the Company’s credibility and transparency; ensure the
Company operates in accordance with its mission and
vision and achieves its set goals. Therefore, during its
operation and development, the Company always reviews,
evaluates, adjusts and updates promptly new regulations
on CG to perfect the internal governance system, aiming to
enhance the performance of regulatory agencies.

Regarding the organizational structure, the Company


operates under the management model including the
General Meeting of Shareholders, Board of Directors,
Chief Executive Officer and Audit Committee under the
BOD. Accordingly, the GMS is the competent authority
holding the highest power. The GMS decides on the
most important matters in the Company’s operations
including development orientation, amendments in the
Company Charter, increase or decrease in charter capital
or organizational structure of the Company. The BOD
is responsible to the shareholders for the Company’s
operations, in charge of directing and developing BOD Members from 02 to 03 to enhance supervision and
strategies, exercising rights and performing obligations that independence in BOD’s decisions, ensuring the separation
are not within the jurisdictional limits of the GMS. The AC and decentralization between the BOD and the Executive Orientation set for 2024
is a specialized unit directly under the BOD implementing Board. Additionally, maintaining diversity in the BOD’s
functions and duties stated in the Company Charter, CG structure brings multi-dimensional insights, improving the
Regulations and other internal regulations of the Company. BOD’s decision-making quality. Thus, other than legal For 2024, Novaland will focus on the CG orientation as follows:
The BOD takes responsibility for implementing the GMS’s requirements regarding standards of BOD Members, the
• Continue to implement the comprehensive restructuring • The BOD advances to the next phase of the restructuring
Resolutions, supervising business operations through the criteria of expertise and experience for BOD Members
in the direction of “the BOD operating independently plan, promoting transparency in separation and decen-
Board of Management, the Committees which assist the are given special importance by the Company when
from the Executive Board towards professionalism and tralization, ensuring accountability and responsibility at
BOD and AC. proceeding to change and appoint new BOD Members.
international standards”: the BOD supervises the integra- all levels, and fostering a strong CG culture between the
In 2023, following a comprehensive restructuring orientation, After the GMS approved the arrangement and tion of strategies, risks, controls and internal control sys- parent company and its subsidiaries. Additionally, the
the Company implemented CG activities. These involved reorganization of Sub-committees, as well as the tem of the Company; review the successive arrangement BOD appropriately advises on directions in line with the
amendments and supplements to the Company Charter, establishment of Committees directly under the BOD, the for the personnel structure of the BOD and the Execu- Company’s context and existing resources, focuses on
CG Regulations, and Operating Regulations of the BOD; BOD appointed the Independent BOD Members to join tive Board ensuring the sustainable development of the the core businesses as real estate investment and devel-
the reshaping of the BOD apparatus, the reorganization the AC, ESG - Risk Management - Strategic Management Company; opment, and continues the implementation of the long-
of the executive apparatus and organizational chart, as Committee and Human Resources and Remuneration term development strategy;
well as the rearrangement of Sub-committees and the • Maintain an objective, professional and effective man-
Committee to ensure the independence and operation
agement apparatus: The BOD continues to operate for • Review and perfect the issued Operation Regulations of
establishment of Committees directly under the BOD. supervision of the Committees directly under the BOD and
the best interests of shareholders; respect and preserve the BOD;
These activities ensure alignment with the orientation and the AC.
the sustainable development strategy, focusing on the the rights and interests of shareholders and related per-
• Tighten the internal control system and risk management
three pillars: Environment, Society, and Governance. Furthermore, the BOD approved the formation of the sons; ensure information disclosure activities and trans-
framework, with a focus on the material risks, to ensure
BOD’s Office to assist the BOD in CG activities, overseeing actions with the stakeholders transparently, timely and
the Company’s business and developemt activties in ac-
The Company maintains a structure where more than shareholder and stakeholder relations, and ensuring BOD accessibly for domestic and foreign shareholders;
cordance with the orientation, plan, regulations and cor-
one-third of the total number of the BOD Members are operations comply with legal requirements, the Company
porate culture.
non-executive and increases the number of independent Charter and CG Regulations.

43 NOVALAND ANNUAL REPORT 2023 44


ORGANIZATIONAL STRUCTURE

GENERAL MEETING
OF SHAREHOLDERS

BOARD OF DIRECTORS

THE BOD’S OFFICE

ESG - RISK MANAGEMENT - HUMAN RESOURCES


AUDIT COMMITEE STRATEGIC MANAGEMENT AND REMUNERATION
COMMITEE COMMITEE

BOARD OF MANAGEMENT

The PGA Ocean, part of the 36-hole PGA NovaWorld Phan Thiet golf courses
(Phan Thiet, Binh Thuan), is ready for major tournaments

45 NOVALAND ANNUAL REPORT 2023 46


THE BOARD OF DIRECTORS (*)

BUI THANH NHON NG TECK YOW HOANG DUC HUNG PHAM TIEN VAN
Chairman of the BOD, BOD Member BOD Member, CEO Independent BOD Member Independent BOD Member

Date of election as BOD Member: February 02, 2023. Date of first appointment as CEO: March 17, 2023. Date of first election as Independent BOD Member: August 08, 2023. Date of first election as Independent BOD Member: April 26, 2019.
Date of election as Chairman of the BOD: February 03, 2023. Date of first election as BOD Member: June 22, 2023. Qualifications: Qualifications:
Qualifications: Qualifications: Master in International Finance. Bachelor, Kim Il Sung University, North Korea.
Professional experience: Professional experience:
Bachelor of Agriculture. Master of Business Administration, University of Hull, UK.
11/1994 - 06/2014
Graduated from Executive MBA, HSB-TUCK, Dartmouth College, Professional experience: 2004 - 2010
USA. Partner, Advisory Services Leader, Government and Public Sector
2012 - 2016 Client Leader, Ernst & Young Vietnam Limited. Departmental General Director, The Vietnamese Ministry of
Professional experience: Foreign Affairs; Ambassador Extraordinary and Plenipotentiary of
Chief Financial Officer, Gamuda Land Vietnam LLC. 07/2014 - 09/2016 Vietnam in South Korea.
1992 - 2007
2017 - 2019 International Consulting Expert, World Bank - assists the Ministry
2010 - 2013
Chairman of the Board of Member, Thanh Nhon Trading Company of Finance in Institutional Development and Internal Audit in
Deputy CEO, Gamuda Land Vietnam LLC.
Limited. Vietnam. Advisor, Charmvit Korea Golf and Hotel Group.
2020 - 02/2023
2007 - 01/2022 10/2016 - 11/2020 2010 - 2015
CEO, Gamuda Land Vietnam LLC. Associate Director, PwC Vietnam Limited.
Chairman of the BOD, No Va Land Investment Group Corporation. Advisor, Posco E&C, Korea.
03/2023 - 06/2023 12/2020 - present
01/2022 - 04/2022 2010 - 2017
CEO, No Va Land Investment Group Corporation. Chairman of the BOD, CGS Vietnam Governance Consultancy
BOD Member, No Va Land Investment Group Corporation. Advisor, AIC Group, Vietnam.
JSC; BOD Member, Genetic Analysis Services JSC.
06/2023 to present
02/2023 to present 09/2022 - present 2010 - present
BOD Member cum CEO, No Va Land Investment Group
BOD Member, Chairman of the BOD, No Va Land Investment Vice Chairman, Member of the Standing Committee of the Permanent Vice Chairman, Vietnam - Korea Friendship
Corporation.
Group Corporation. Vietnam Independent Directors Association (VNIDA); President, Association; Deputy Editor-in-Chief, Viet Nam Golf Magazine.
Main duties at Novaland Group: Institute of Internal Auditors Vietnam - IIA Vietnam Chapter.
Main duties at Novaland Group: 2013 - 2017
Strategic governance. 08/2023 to present
Strategic governance. Advisor, Samsung Electronics Co., Ltd, South Korea.
Organize and supervise the process of implementing and Independent BOD Member, No Va Land Investment Group
Organize and supervise the process of implementing and 2018 - 2019
deploying Resolutions of the GMS and the BOD. Corporation.
deploying Resolutions of the GMS and the BOD. Advisor, APM Fashion Supermarket Group, Korea.
BOD Members at other companies (except for parent company): 12/2023 to present
Duties of the ESG - Risk Management - Strategic Management 04/2019 - present
BOD Member, Mekong Smart City JSC. Independent BOD Member, Imexpharm Pharmaceutical JSC.
Committee, Human Resources and Remuneration Committee.
Main duties at Novaland Group: Independent BOD Member, No Va Land Investment Group
BOD Members at other companies (except for parent company): Other management positions held at other companies: None.
Strategic governance. Corporation.
Diamond Properties JSC, NovaGroup JSC, NSQ Investment Ratio of voting rights at Novaland Group: 0%.
Supervise and control over the management and execution of Main duties at Novaland Group:
Development JSC, and Nova Holding JSC.
the Group. Strategic governance.
Other management positions held at other companies:
Duties of the Audit Committee, ESG - Risk Management - Strategic Supervise and control over the management and execution
Chairman, Volcano Western Ltd. Management Committee. of the Group.
Ratio of voting rights at Novaland Group: 96,765,729 shares, BOD Members at other companies (except for parent company):
Duties of the Audit Committee, the Human Resources and
accounting for 4.96%. Chairman, CGS Vietnam Governance Consultancy JSC. Remuneration Committee.
BOD Member, Genetic Analysis Services JSC. BOD Members at other companies (except for parent company):
Independent BOD Member, Imexpharm Pharmaceutical JSC. None.
Other management position held at other companies: Other management titles held at other companies: None.
Vice Chairman, Member of the Standing Committee of the Ratio of voting rights at Novaland Group: 10,000 shares,
Vietnam Independent Directors Association (VNIDA). accounting for 0.0005%
President, Institute of Internal Auditors Vietnam - IIA Vietnam
Chapter. (*) Information as of 31/12/2023. The information of the resigned
Ratio of voting rights at Novaland Group: 0%. member is updated up to the time of resignation.

47 NOVALAND ANNUAL REPORT 2023 48


THE BOARD OF DIRECTORS (*)
(continued)

NGUYEN MY HANH HOANG THU CHAU BUI XUAN HUY DO THI PHUONG LAN
Independent BOD Member BOD Member Chairman of the BOD, BOD Member BOD Member

Date of first election as Independent BOD Member: October 21, 2020. Date of first election as BOD Member: November 11, 2016. Date of first election as BOD Member: May 11, 2017. Date of first election as BOD Member: May 05, 2023.
Qualifications: Date of resignation as BOD Member: March 23, 2023. Date of first election as Chairman of the BOD: November 20, 2022. Date of resignation as BOD Member: June 22, 2023.
Master of Public Management. Qualifications: Date of resignation as Chairman of the Board: February 03, 2023. BOD members at other companies (except for parent company):
Professional experience: Bachelor of Accounting. Date of resignation as BOD Member: March 23, 2023. Red Investment Fund Management JSC, Transport Engineering
Design Incorporated (TED), FECON Corporation, R.C Real Estate
09/1998 - 04/2019 Master of Business Administration (DAS/EMBA), Arts Northwestern (Currently as Director of Regional Management upon the restructuring
Development and Finance JSC (Refico).
School of Business in collaboration with FSB. direction of the Company)
Auditing Director and Risk Management Consultant, PwC Vietnam
Other management positions held at other companies:
Co., Ltd. Professional experience: Qualifications:
Investment Director, General Director, Red Capital Asset
01/2017 - 02/2019 2003 - 2010 Construction Engineering and Industrial Management, Ho Chi Minh
Management JSC.
City University of Technology.
Managing Director, PwC Vietnam Cyber Security Services Co., Ltd. Chief Accountant, No Va Land Investment Group Corporation.
Chairman of the Board of Member, VLCC Ltd.
Master of International Business Administration (DAS/EMBA), Arts
04/2019 - 07/2020 2010 - 2012
Northwestern Switzerland School of Business in collaboration with Ratio of voting rights at Novaland Group: 0%.
Team Leader of Risk and Insurance Management, Vietnam Oil Chief Accountant, No Va Investment JSC. FSB.
and Gas Group Branch - Phu Quoc Petroleum Operating Co.
2012 - 11/2016 Professional experience:
10/2020 - present
Deputy CEO, No Va Land Investment Group Corporation. 2015 - 05/2017
Independent BOD Member, No Va Land Investment Group
11/2016 - 01/2022 Deputy CEO, No Va Land Investment Group Corporation.
Corporation.
BOD Member cum Deputy CEO, No Va Land Investment Group 05/2017 - 09/2017
Main duties at Novaland Group:
Corporation.
BOD Member cum Deputy CEO, No Va Land Investment Group
Strategic governance.
01/2022 - 03/2023 Corporation.
Supervise and control over the management and execution of
BOD Member, No Va Land Investment Group Corporation. 09/2017 - 01/2022
the Group.
Main duties at Novaland Group: BOD Member cum CEO, No Va Land Investment Group Corporation.
Duties of the Audit Committee.
Strategic management. 01/2022 - 02/2023
BOD Members at other companies (except for parent company):
None. Organize and supervise the process of implementing and Chairman of the BOD, No Va Land Investment Group Corporation.
deploying Resolutions of the GMS and the BOD.
Other management positions held at other companies: None. 02/2023 - 03/2023 NGUYEN TRAN DANG PHUOC
BOD Members at other companies (except for parent company): BOD Member
Ratio of voting rights at Novaland Group: 0%. BOD Member, No Va Land Investment Group Corporation.
Nova Service Group JSC, NovaGroup JSC, Mekong Smart City
Main duties at Novaland Group:
JSC, Nova Finance JSC. Date of first election as a BOD Member: May 04, 2023.
Strategic governance.
Other management positions held at other Companies: Date of resignation as a BOD Member: June 22, 2023.
Organize and supervise the process of implementing and deploying
CEO, NovaGroup JSC. BOD members at other companies (except for parent company):
Resolutions of the GMS and the BOD.
CEO, Nova Holding JSC. Red Capital Asset Management JSC.
BOD Members at other companies (except for parent company):
Ratio of voting rights at Novaland Group: 4,059,141 shares, None. Other management position held at other companies: None.
accounting for 0.21%.
Other management position held at other Companies: None. Ratio of voting rights at Novaland Group: 0%.
Ratio of voting rights of Novaland Group: 57,802,313 shares,
accounting for 2.96%.
(*) Information as of 31/12/2023. The information of the resigned
member is updated up to the time of resignation.

49 NOVALAND ANNUAL REPORT 2023 50


THE EXECUTIVE BOARD AND
BOARD OF MANAGEMENT (*)

The Board of Management

NG TECK YOW NGUYEN NGOC HUYEN VO THI CAO LY DUONG THI THU THUY
BOD Member, Chief Executive Officer CEO Deputy CEO Deputy CEO

Date of first appointment as CEO: March 17, 2023. Date of first appointment as CEO: January 20, 2022. Date of first appointment as Deputy CEO: January 20, 2022. Date of first appointment as Deputy CEO: January 20, 2022.
Date of first election as BOD Member: June 22, 2023. Date of resignation as CEO: March 17, 2023.
Date of resignation as Deputy CEO: February 03, 2023. Date of resignation as Deputy CEO: February 03, 2023.
Qualifications:
Qualifications: (Currently as Director of Project Development upon the restructuring (Currently as Director of Commercial Committee upon the
Master of Engineering - Project and Construction Management.
direction of the Company) restructuring direction of the Company)
Master of Business Administration, University of Hull, UK. Civil Engineer.
Qualifications: Qualifications:
Professional experience: Professional experience:
01/2021 - 10/2021 Civil and Industrial Construction Engineer, University of Architecture Bachelor of Business Administration, University of Economics
03/2023 - 06/2023
Managing Director of Residential Projects, No Va Land Investment HCMC HCMC.
CEO, No Va Land Investment Group Corporation. Group Corporation. Bachelor of Economics in Real Estate, University of Economics HCMC. Professional experience:
06/2023 to present 10/2021 - 01/2022
Professional experience: 2013 - 2016
Deputy CEO, No Va Land Investment Group Corporation.
BOD Member cum CEO, No Va Land Investment Group
01/2022 - 09/2022 10/2015 - 2018 Sales Director, No Va Land Investment Group Corporation.
Corporation.
CEO, No Va Land Investment Group Corporation. Regional Project Manager, No Va Land Investment Group Corporation. 2016 - 2017
Main duties at Novaland Group:
09/2022 - 12/2022
2018 - 2020 Acting Director of Commercial Division, No Va Land Investment
Strategic governance. BOD Member cum CEO, No Va Land Investment Group Group Corporation.
Corporation. Deputy Director of General Management Division, No Va Land
Organize and supervise the process of implementing and
Investment Group Corporation. 2017 - 2021
deploying Resolutions of the GMS and the BOD. 12/2022 - 03/2023
CEO, No Va Land Investment Group Corporation. 06/2020 - 2022 Director of Commercial Division, No Va Land Investment Group
BOD member at other companies (except for parent company):
Corporation.
Main duties at Novaland Group: Director of General Management Division, No Va Land Investment
BOD Member, Mekong Smart City JSC.
Strategic planning and leading of the execution of the GMS’s and Group Corporation. 01/2022 - 02/2023
Other management positions held at other companies: None. BOD’s strategy.
01/2022 - 02/2023 Deputy CEO, No Va Land Investment Group Corporation.
BOD member at other companies (except for parent company):
Ratio of voting rights at Novaland Group: 0%.
BOD Member, Mekong Smart City JSC. Deputy CEO, No Va Land Investment Group Corporation. BOD member at other companies (except for parent company):
None.
Other management positions held at other companies: BOD member at other companies (except for parent company):
Chairman of the Board of Members, Novaland Dat Tam Land None. Other management positions held at other companies: None.
Investment Co., Ltd. Other management positions held at other companies: None. Ratio of voting rights at Novaland Group: 21,631 shares,
Ratio of voting rights at Novaland Group: 22,010 shares, accounting for 0.001%.
accounting for 0.001%. Ratio of voting rights at Novaland Group: 665,093 shares, accounting
for 0.03%.

(*) Information as of 31/12/2023. The information of the resigned


member is updated up to the time of resignation.

51 NOVALAND ANNUAL REPORT 2023 52


THE EXECUTIVE BOARD AND
BOARD OF MANAGEMENT (*) (continued)

Other executive titles

DUONG VAN BAC NGUYEN DUC DUNG HUYNH MINH LAM


Chief Financial Officer CFO Chief Accountant

Date of first appointment as CFO: August 25, 2023. Date of first appointment as CFO: December 15, 2021. Date of first appointment as Chief Accountant: December 17, 2020.

Qualifications: Date of resignation as CFO: May 23, 2023. Qualifications:

Master of Banking and Finance granted by CFVG, ESCP University Qualifications: Bachelor of Accounting - Auditing, University of Economics HCMC
and Paris Dauphine University.
Bachelor of Business Administration, University of Economics Summary of professional experience:
Summary of professional experience: HCMC.
2011 - 2018
07/2015 - 09/2018 Professional experience:
Audit Manager, PwC Vietnam Co., Ltd.
CEO Assistant, in charge of Project Investment and Development, 08/2018 - 08/2021
Vingroup - VinEco. 2018 - 2019
Project Finance Director, No Va Land Investment Group
09/2018 - 2019 Corporation. Manager of Project Management and Financial Control Department,
An Nam Food Co., Ltd.
Director of Project Investment and Development, Long Thanh Golf 08/2021 - 12/2021
Investment and Trading Joint Stock Company. 2019 - 2020
Deputy Director of Finance Accounting Committee, No Va Land
2019 - 04/2023 Investment Group Corporation. Manager of Accounting Department, No Va Land Investment Group
Corporation.
Deputy CEO, Finance and Accounting Department, Dat Xanh 12/2021 - 09/2022
Group JSC. 12/2020 to present
CFO, No Va Land Investment Group Corporation.
05/2023 - 08/2023 Chief Accountant, No Va Land Investment Group Corporation.
09/2022 - 12/2022
Director of Finance and Accounting Committee, No Va Land Ratio of voting rights at Novaland Group: 606,250 shares,
Investment Group Corporation. BOD Member cum CFO, No Va Land Investment Group accounting for 0.03%.
Corporation.
08/2023 to present
12/2022 - 05/2023
CFO, No Va Land Investment Group Corporation.
CFO, No Va Land Investment Group Corporation.
Ratio of voting rights at Novaland Group: 0%.
Ratio of voting rights at Novaland Group: 13,090 shares,
accounting for 0.0007%.

(*) Information as of 31/12/2023. The information of the resigned


members is updated up to the time of resignation.

53 NOVALAND ANNUAL REPORT 2023 54


REPORT OF THE BOARD OF DIRECTORS

Report of the BOD in 2023 • In the Aqua City project, the Department of Construction of Dong Nai province has granted approval for the sale of
752 low-rise houses located in zones I and V, paving the way for future housing sales. Additionally, in alignment with the
Prime Minister’s directives to overcome obstacles and promote the safe, healthy, and sustainable growth of the real estate
market, the People’s Committee of Dong Nai province has authorized investors to prepare and submit for appraisal the
1. General evaluation on business activities: adjustment of the 1/500 detailed planning concurrently with the approval of the C4 phase planning project. Furthermore,
authorities have facilitated continued construction and sales investments for items in accordance with approved detailed
Since late 2022, in the context of many difficulties and challenges, Novaland has coordinated with professional and planning, ensuring full commitment fulfillment to customers. With remarkable construction progress, Aqua City has rapidly
reputable partners, domestic experts and leading advisory firm such as YKVN, Deloitte, E&Y Parthenon, KPMG, etc. to transformed, boasting a new high-class utility system that is fully operational and prepared to welcome residents.
carry out comprehensive restructuring efforts with specific plans such as debt scheduling, asset sales for debt reduction, • At the NovaWorld Ho Tram project, numerous residents at Wonderland - NovaWorld Ho Tram have received their
debt-to-equity conversions, and stringent cash flow management. properties and are undergoing urgent interior finishing to be ready for their vacation.
Moreover, the BOD has presented to the General Meeting of Shareholders for endorsement the proposed amendments and • The Sunrise Riverside project maintains an unwavering construction pace, with the G6 and E2 towers at Sunrise Riverside
supplements to the Company Charter, Corporate Governance Regulations, and Operation Regulations of the BOD. This nearing completion by the end of December 2023, aiming for the expected handovers in the third quarter of 2024. With
includes the restructuring of the BOD in 2023, with an augmentation in the number of independent BOD Members from 02 its prime location and diverse internal and external amenities, Sunrise Riverside is considered a highlight of the ideal living
to 03, out of a total of 05 BOD Members. Concurrently, the BOD has sought approval from the GMS for the arrangement environment, perfectly catering to customers’ needs: Live - Work - Experience and Connect.
and reorganization of Sub-Committees, along with the establishment of Committees under the BOD. These initiatives aim
to ensure the execution of sustainable development strategies and objectives, encompassing structural adjustments and • The Grand Manhattan project has achieved remarkable progress in its construction efforts, reaching a significant milestone
the formation of specialized committees such as the Audit Committee, ESG - RM - SM Committee, and Human Resources by officially topping out the B1 tower in January 2024. With its prime location, meticulous planning, and luxurious architecture,
and Remuneration Committee. Operating under specialized, independent frameworks, these Committees possess voting The Grand Manhattan is poised to emerge as a new iconic project in the central area of Ho Chi Minh City.
rights on matters within their purview, advising the BOD based on executive insights from seasoned experts and senior
• Construction work at the Victoria Village project, a prestigious residential development, is being executed in a synchronized
managers with extensive experience in large domestic and international corporations. This approach aids the Company
and expedited manner, aiming to hand over products to customers by the third quarter of 2024.
in operating effectively according to relevant international standards in the evolving landscape.

In addition, according to the restructuring project, the BOD has approved the reorganization of the executive structure,
streamlining the organizational chart towards a leaner orientation. This involves the separation and decentralization of
independent operations between the BOD and the Board of Management, with each individual being assigned distinct
rights and responsibilities.

Along with the restructuring policy, Novaland continues to develop the construction of the project, rearrange priorities
for nearly completed projects to continue handing over products to customers, coordinate with the locality to accelerate
legal completion steps:

• The NovaWorld Phan Thiet project has been handed over and completed the interior construction of Florida villas.
Capitalizing on the burgeoning tourism industry in Binh Thuan province, NovaWorld Phan Thiet has emerged as a
sought-after destination, attracting millions of visitors for leisure, recreation, and entertainment throughout 2023.
It consistently ranks as a top choice among tourists visiting Binh Thuan.

During the Lunar New Year of Giap Thin 2024, NovaWorld Phan Thiet hosted the vibrant Vibe Fest event from the 3rd to
the 8th of the month. Each festival has a different color such as the unique culinary festival of 3 regions converging, the
Tay Ninh Leaf Market, and captivating Chhay-dam drum dance performances - a national intangible cultural heritage
at the Miami night market. Other attractions encompassed the Extreme Hip-Hop Festival, the Game Festival offering a
blend of traditional and modern games such as paddle boarding, paintball shooting, and Rope course balancing rope.
The Water Festivals added excitement with thrilling Water Polo Wars and dynamic water gun battles. Additionally, the
event featured a Music Festival, Souvenir Festival, Circus Festival, and the emotive Vibe Road.

With nearly 180,000 visitors in attendance, the event marked the beginning of a series of large-scale tourism events in
the province in 2024. It significantly contributes to establishing Binh Thuan as a prominent tourism destination, aiming
to welcome 9,550,000 visitors in the year 2024.

The 2023 annual general meeting of shareholders

55 NOVALAND ANNUAL REPORT 2023 56


2. Summary of meetings and resolutions of the GMS and the BOD:

2. Plans and orientation of the BOD in 2024: a. GMS meetings:

On the ground of the provisions of the law on enterprises, Company Charter and the corporate governance principles,
In 2024, Novaland’s corporate governance orientation will focus on the following contents :
Novaland has successfully held the 2023 AGM to approve important contents in relation to the corporate governance,
• Direct the continued development of essential ecosystems that provide infrastructure for new urban tourist destinations business plans and other important contents. In addition, in order to promptly meet the operational requirements and
in the long-term development strategy. Novaland is committed to only developing effective projects along with commu- interests of shareholders, the Group has also conducted activities for written opinion collection from the shareholders. The
nity and local development values. Novaland’s interests are tied to the development of the country; resolutions approved by the GMS included:

• Commit to ESG and SD orientation, advising on directions suitable to the current context and resources of the Company, No. Resolution/Decision No. Date Contents
focusing on the core business of real estate investment and development to create products suitable for the market,
I.RESOLUTIONS OF THE GMS (BY ACCEPT AND APPROVECOLLECTING WRITTEN OPINIONS OF SHAREHOLDERS): 19
continue to implement the proposed long-term development strategy;
Accept and approve the election of Mr. Bui Thanh Nhon as a
• Implement the next phase of the restructuring project, transparency in decentralization, ensuring responsibility and ac- 1 01/2023-NQ.DHDCD-NVLG 02/02/2023
Member of the BOD.
countability of all levels, promoting a good corporate governance culture foundation between parent company and
subsidiaries; Accept and approve the amendment and supplementation of the
2 02/2023-NQ.DHDCD-NVLG 02/02/2023
Company Charter.
• Improve corporate governance capacity in accordance with the Code of CG Principles, prioritize the phased implemen-
tation of a number of best practices according to the Code of CG Principles according to best practices promulgated by Accept and approve the temporary non-implementation of dividend
3 03/2023-NQ.DHDCD-NVLG 02/02/2023
SSC. Consolidate and improve information disclosure and transaction activities with related parties to ensure transpar- payment for 2021 in the 2021 Profit Distribution Plan.
ency, timeliness and accessibility criteria for domestic and foreign shareholders;
4 04/2023-NQ.DHDCD-NVLG 23/03/2023 Accept and approve the Company’s Employee Stock Ownership 2023.
• Maintain corporate culture, ensuring all employees are committed to business performance and core values are the
guideline for all activities. Approval of the private placement plan, the plan to issue shares
5 05/2023-NQ.DHDCD-NVLG 23/03/2023 to existing shareholders and the contents authorizing the BOD to
implement the issuance plan.

BOD Activities in 2023 6 06/2023-NQ.DHDCD-NVLG 23/03/2023


Approval of authorizing the BOD to decide on the negotiation,
adjustment of conditions and contents related to capital
mobilizations, restructuring of mobilized funds.

1. Results of the implementation of 2023 GMS: Approval of authorizing the BOD to decide on the negotiation,
execution of asset purchase and sale (including purchase and sale
7 07/2023-NQ.DHDCD-NVLG 23/03/2023
of investments in companies), asset swaps (including debt and
At the 2023 Annual General Meeting of Shareholders, critical contents relating to the Group’s development strategy and commodity swaps).
CG were approved. In addition to the efforts of all the Group’s employees, the BOD and the BOM instructed and managed
closely for the most effective implementation for the resolutions of the AGM, specifically as follows: Accept and approve the payment guarantees for subsidiary companies
8 08/2023-NQ.DHDCD-NVLG 23/03/2023
and affiliated companies that have payables.
• Elected PwC (Vietnam) Co., Limited - meets the audit criteria approved by the GMS as the entity to audit the Group’s
financial statements in the fiscal year of 2023 (*); Accept and approve the guarantee of payment to Subsidiaries,
9 09/2023-NQ.DHDCD-NVLG 23/03/2023
affiliates have payables.
• Net revenue and profit after tax were VND 4,756,902,213,820 and VND 485,864,524,898 respectively;
Accept and approve the resignations of Mr. Bui Xuan Huy and
• In addition to the framework of the 2023 AGM, the BOD also collected written opinions from the shareholders to approve Ms. Hoang Thu Chau from the position of Board Members and
10 10/2023-NQ.DHDCD-NVLG 23/03/2023
the election of BOD Members; amending and supplementing the Company Charter, the Regulation on Management approving the Regulations on election of Board Members for the
and the Operation Regulations of the BOD; submit to the GMS for approval of the plan to issue shares under the ESOP term 2021-2026.
program and plans to issue additional shares to increase charter capital; registration of bonds and issues related to the
restructuring of capital raises; 11 11/2023-NQ.DHDCD-NVLG 04/05/2023 Accept and approve the election of Board Members for the term 2021-2026.

• Resolutions of the GMS in 2023 that the BOD has not yet implemented: Accept and approve the amendment and supplementation of the
12 12/2023-NQ.DHDCD-NVLG 04/05/2023
Company Charter and the Operation Regulations of the BOD.
- Resolution No. 04/2023-NQ.DHDCD-NVLG approval of the Company’s Employee Stock Ownership Plan (“ESOP”) 2023;
13 13/2023-NQ.DHDCD-NVLG 04/05/2023 Accept and approve the revise timeline to launch ESOP 2022.
- Resolution No. 05/2023-NQ.DHDCD-NVLG approving the plan for private placement of shares, the plan for issuing
shares to existing shareholders and the contents authorizing the BOD to implement the issuance plan; 14 23/2023-NQ.DHDCD-NVLG 16/08/2023 Accept election of Mr. Hoang Duc Hung as an independent BOD Member.

The reasons for not being implemented: Accept and approve the amendment and supplementation of the
15 24/2023-NQ.DHDCD-NVLG 16/08/2023 Charter, the Regulation on Corporate Governance and the Operation
For Resolution No. 04/2023-NQ.DHDCD-NVLG and Resolution No. 05/2023-NQ-DHDCD-NVLG, due to the recent Regulations of the BOD.
adjustment of the content of the plans issued through Resolution No. 25/2023-NQ.DHDCD-NVLG dated December 28,
2023, the BOD has not yet implemented in 2023. 16 25/2023-NQ.DHDCD-NVLG 28/12/2023 Accept adjustment of the Company’s share issuance plans.

Accept and approve of the Guarantor Reimbursement Framework


17 26/2023-NQ.DHDCD-NVLG 28/12/2023
Agreement.
(*) In the fiscal year ending December 31, 2023, the Group signed audit and non-audit service contracts with
PwC (Vietnam) Limited with a total value of VND 4,323,500,000.
Accept and approve the registration of individual bond
18 27/2023-NQ.DHDCD-NVLG 28/12/2023
transactions at HNX.

Accept and approveAccept and approve a plan to issue shares for


19 28/2023-NQ.DHDCD-NVLG 28/12/2023
debt swaps.
57 NOVALAND ANNUAL REPORT 2023 58
No. Resolution/Decision No. Date Contents

II. RESOLUTION OF THE 2023 AGM: 09 No. Resolution/Decision No. Date Contents
1 14/2023-NQ.DHDCD-NVLG 22/06/2023 Accept and approve the Business performance in 2022. 11 14/2023-NQ.HDQT-NVLG 27/02/2023 Accept and approve changing the seal sample of the company.

Accept and approve the 2022 audited separate and Accept and approve the appointment of Mr. Bui Dat Chuong as
2 15/2023-NQ.DHDCD-NVLG 22/06/2023
consolidated Financial Statements. 12 15/2023-NQ.HDQT-NVLG 09/03/2023 the authorized representative to manage the Company’s capital
contribution at Nova Property Management Co., Ltd.
3 16/2023-NQ.DHDCD-NVLG 22/06/2023 Accept and approve the 2022 profit distribution plan.
13 16/2023-NQ.HDQT-NVLG 10/03/2023 Accept and approve written shareholder opinion documents.
4 17/2023-NQ.DHDCD-NVLG 22/06/2023 Accept and approve the 2023 Business plan.
14 18/2023-NQ.HDQT-NVLG 17/03/2023 Accept and approve the change of the Company’s CEO.
Accept and approve the selection of an independent auditing
5 18/2023-NQ.DHDCD-NVLG 22/06/2023
firm for the 2023 Financial Statements. Accept and approve the list of candidates nominated by
shareholders to the position of Members of the BOD for the term
6 19/2023-NQ.DHDCD-NVLG 22/06/2023 Accept and approve the remuneration of the BOD. 15 20/2023-NQ.HDQT-NVLG 24/03/2023
2021-2026 and finalizing the last registration date to make a list
Accept and approve the resignation letter of Mr. Nguyen Tran of shareholders to collect written opinions of shareholders.
Dang Phuoc, Ms. Do Thi Phuong Lan, electing BOD Members,
7 20/2023-NQ.DHDCD-NVLG 22/06/2023 16 22/2023-NQ.HDQT-NVLG 29/03/2023 Accept and approve the addition of written shareholders' opinions.
changing the structure of the BOD, and Rules for election of
independent BOD Members for the term 2021-2026. Accept and approve the update of the operational chart of
17 23/2023-NQ.HDQT-NVLG 05/04/2023 Divisions/Departments/Offices under Management Board of the
Accept and approve the implementation of the plan to issue
Company.
8 21/2023-NQ.DHDCD-NVLG 22/06/2023 shares to pay dividends in 2022 and the plan to issue share
distribution to raise share capital from owner’s equity. 18 25/2023-NQ.HDQT-NVLG 14/04/2023 Accept and approve written shareholder opinion documents.
Accept and approve the arrangement and reorganization of the Accept and approve the extension of the time for holding the
9 22/2023-NQ.DHDCD-NVLG 22/06/2023 Subcommittees and the establishment of Committees under the 19 31/2023-NQ.HDQT-NVLG 25/04/2023 2023 AGM and finalizing the last registration date to make a list
BOD. of shareholders entitled to attend the 2023 AGM.

Accept and approve the resignation of Mr. Nguyen Duc Dung as


20 37/2023-NQ.HDQT-NVLG 30/05/2023
b. Meetings of the BOD : Chief Financial Officer.

Accept and approve the Draft Meeting Agenda and documents


In 2023, the BOD Members have closely implemented their roles and tasks in developing development strategic directions, 21 38/2023-NQ.HDQT-NVLG 30/05/2023
of the 2023 AGM.
supervising business and organizing the implementation of the Resolution of the GMS. To fulfill these roles and tasks,
the BOD has conducted 65 meetings, issued 85 resolutions to accept and approve important guidelines and policies, Accept and approve the list of candidates nominated by
22 39/2023-NQ.HDQT-NVLG 16/06/2023
specifically as follows: shareholders as BOD Members for the term 2021-2026.

Accept and approve the addition of the Meeting Agenda,


No. Resolution/Decision No. Date Contents 23 40/2023-NQ.HDQT-NVLG 19/06/2023 meeting materials, the issuance of a new Meeting Agenda and
the revision of the 2023 AGM documents.
I. CG ACTIVITIES, APPOINTMENT AND DISMISSAL OF MANAGERS: 47
Accept and approve the final registration date to announce the
1 01/2023-NQ.HDQT-NVLG 13/01/2023 Accept and approve written shareholder opinion documents.
24 41/2023-NQ.HDQT-NVLG 19/06/2023 exercise of the right to nominate candidates for the position of
2 03/2023-NQ.HDQT-NVLG 19/01/2023 Accept and approve the sale of certain cars owned by the Company. independent BOD Member for the term 2021-2026.

Accept and approve the change of titles and duties for Ms. Accept and approve the update of the operational chart of
3 04/2023-NQ.HDQT-NVLG 03/02/2023 25 47/2023-NQ.HDQT-NVLG 07/07/2023 Divisions/Departments/Offices under Management Board of the
Duong Thi Thu Thuy and Ms. Vo Thi Cao Ly.
Company.
Accept and approve the election of Mr. Bui Thanh Nhon as
4 05/2023-NQ.HDQT-NVLG 03/02/2023
Chairman of the BOD, changing the duties of Mr. Bui Xuan Huy. Accept and approve the list of candidates nominated by
26 48/2023-NQ.HDQT-NVLG 10/07/2023
shareholders as independent BOD Members for the term 2021-2026.
Accept and approve the change of the Company’s Legal
5 06/2023-NQ.HDQT-NVLG 03/02/2023
Representative.
Accept and approve the selection of PwC (Vietnam) Co., Ltd. to
27 49/2023-NQ.HDQT-NVLG 26/07/2023
Accept and approve the advance of remuneration for Board Members audit the Company’s financial statements in fiscal year 2023.
6 08/2023-NQ.HDQT-NVLG 17/02/2023
before the AGM approves the remuneration for the BOD in 2023.
Accept and approve the business results report for the second
Accept and approve the final registration date for making 28 51/2023-NQ.HDQT-NVLG 29/07/2023 quarter of 2023 and approving the business plan for the last 6
7 09/2023-NQ.HDQT-NVLG 17/02/2023
shareholders list subject to collection of written opinions. months of 2023.

Accept and approve the update of the operational chart of Accept and approve the Documents for collecting written
29 52/2023-NQ.HDQT-NVLG 01/08/2023
8 10/2023-NQ.HDQT-NVLG 17/02/2023 Divisions/ Departments/ Offices under Management Board of opinion of shareholders.
the Company.
Accept and approve the change of the Company’s Legal
30 54/2023-NQ.HDQT-NVLG 25/08/2023
9 11/2023-NQ.HDQT-NVLG 22/02/2023 Accept and approve the addition of written shareholders' opinions. Representative.

10 12/2023-NQ.HDQT-NVLG 22/02/2023 Accept and approve changing the number of seals of the Company.

59 NOVALAND ANNUAL REPORT 2023 60


No. Resolution/Decision No. Date Contents No. Resolution/Decision No. Date Contents

Appointment of Mr. Ng Teck Yow as the authorized representative to Accept and approve the amendment of the Business
31 55/2023-NQ.HDQT-NVLG 25/08/2023
manage the Company’s capital contribution in Mekong Smart City JSC. Cooperation Contract and the Appendix of the Business
3 53/2023-NQ.HDQT-NVLG 01/08/2023
Cooperation Contract between the Company and An Khang
Appointment of Mr. Duong Van Bac as Chief Financial Officer of
32 56/2023-NQ.HDQT-NVLG 25/08/2023 Real Estate Development Co., Ltd.
the Company.
Accept and approve the amendment of the Business
Accept and approve changing the personnel structure of the
33 57/2023-NQ.HDQT-NVLG 25/08/2023 4 75/2023-NQ.HDQT-NVLG 20/11/2023 Cooperation Principle Contract and attached Appendices
People's Committee.
between the Company and Da Lat Valley Real Estate Co., Ltd.
Accept and approve the personnel structure, duties and powers
34 58/2023-NQ.HDQT-NVLG 25/08/2023 Accept and approve the termination of the cooperation contract
of the ESG - RM - SM Committee . 5 84/2023-NQ.HDQT-NVLG 14/12/2023
between the Company and The Forest City Co., Ltd.
Accept and approve the personnel structure, duties and powers
35 59/2023-NQ.HDQT-NVLG 25/08/2023 III. RAISING CAPITAL, INCREASING CAPITAL: 33
of the Human Resources and Renumeration Committee.
Accept and approve adjustment of conversion price and
Accept and approve the establishment of the Office of the BOD 1 02/2023-NQ.HDQT-NVLG 19/01/2023
36 60/2023-NQ.HDQT-NVLG 25/08/2023 conversion rate of international convertible bonds.
under the BOD.
Accept and approve the addition of a guarantor to ensure
Approval of the promulgation of the Operation Regulations of
37 64/2023-NQ.HDQT-NVLG 19/09/2023 2 07/2023-NQ.HDQT-NVLG 17/02/2023 the Company’s obligations for loans at Vietnam Maritime
the Office of the BOD.
Commercial Joint Stock Bank.
Accept and approve the Charter, the Regulation on Corporate
Accept and approve the conclusion, transfer and execution of
Governance and the Operation Regulations of the BOD have
38 68/2023-NQ.HDQT-NVLG 12/10/2023 the Swap Agreement, Supplementary Agreement and other
updated the amendments and supplements approved in the 3 13/2023-NQ.HDQT-NVLG 24/02/2023
Transaction Documents relating to convertible bonds and non-
Resolutions of the GMS.
convertible bonds with the Company’s warrants.
By delegating power to the CEO to decide on the purchase and
39 69/2023-NQ.HDQT-NVLG 12/10/2023 Accept and approve the Company’s signing of the revised
sale of the Company’s assets.
letter relating to the addition of collateral for loans issued by
4 17/2023-NQ.HDQT-NVLG 17/03/2023
Accept and approve the update of the operational chart of The HongKong and Shanghai Banking Corporation Limited,
40 71/2023-NQ.HDQT-NVLG 19/10/2023 Divisions/Departments/Offices under Management Board of the Singapore Branch and HSBC Bank Vietnam Limited.
Company.
5 19/2023-NQ.HDQT-NVLG 21/03/2023 Accept and approve the plan to redeem bonds NVLH2124002 maturity.
By empowering the CEO to decide on the performance of tasks related
41 73/2023-NQ.HDQT-NVLG 07/11/2023 Accept and approve the Company’s consultation with
to the remuneration of members of the Committees under the BOD. 6 21/2023-NQ.HDQT-NVLG 24/03/2023
bondholders NVLB2123012.
Approval of the promulgation of Regulations on promulgation of
42 74/2023-NQ.HDQT-NVLG 07/11/2023 Accept and approve the Company’s changes to the terms and
meeting minutes and resolutions of the BOD. 7 24/2023-NQ.HDQT-NVLG 10/04/2023
conditions of NVLH2124002 bonds.
Accept and approve the final registration date for making
43 76/2023-NQ.HDQT-NVLG 20/11/2023 Accept and approve the use of the Company’s assets as security
shareholders list subject to collection of written opinions.
8 27/2023-NQ.HDQT-NVLG 15/04/2023 for obligations incurred in connection with bond packages
Accept and approve the addition of the content of Resolution issued by the Company and its subsidiaries.
44 79/2023-NQ.HDQT-NVLG 23/11/2023
No. 76/2023-NQ.HDQT-NVLG.
Accept and approve the content of Resolution No. 041304/23/
Accept and approve the promulgation of the Operation Regulations 9 28/2023-NQ.HDQT-NVLG 17/04/2023 TB-TCBS dated April 13, 2023 to change the terms and
45 80/2023-NQ.HDQT-NVLG 23/11/2023 of the ESG - RM - SM Committee, the Operation Regulations of the conditions of NVLB2123012 bonds.
Human Resources and Renumeration Committee.
Accept and approve the adjustment, amendment and
Accept and approve documents to collect written opinions of supplementation of the NVLH2123010 bond issuance plan
10 29/2023-NQ.HDQT-NVLG 20/04/2023
46 83/2023-NQ.HDQT-NVLG 12/12/2023 shareholders in accordance with Resolution No. 76/2023-NQ. and approving the transaction securing the Company’s bond
HDQT-NVLG and Resolution No. 79/2023-NQ.HDQT-NVLG. issuance obligations.

Accept and approve the final registration date for making Accept and approve the adjustment, amendment and
47 86/2023-NQ.HDQT-NVLG 25/12/2023 11 30/2023-NQ.HDQT-NVLG 20/04/2023
shareholders list subject to collection of written opinions. supplementation of the NVLH2123003 bond issuance plan.

II. INVESTMENT AND CAPITAL CONTRIBUTION ACTIVITIES: 5 Accept and approve the Company’s signing a loan contract with
12 32/2023-NQ.HDQT-NVLG 12/05/2023
Long Hung Phat Real Estate Investment Co., Ltd.
Accept and approve the investment cooperation and signing of
the Investment Cooperation Contract with Novareal JSC, Vung Accept and approve the Company’s consultation with
1 26/2023-NQ.HDQT-NVLG 14/04/2023 13 35/2023-NQ.HDQT-NVLG 19/05/2023
Tau Investment JSC and Dai Phat Real Estate Investment and bondholders NVLB2123012.
Development JSC.
Accept and approve additional collateral of third-party owned
Accept and approve the Company’s termination of the transfer 14 36/2023-NQ.HDQT-NVLG 25/05/2023 property as security for the Company’s payment obligations
2 45/2023-NQ.HDQT-NVLG 30/06/2023
of contributed capital at Vung Tau Investment Co., Ltd. related to NVLB2123012 bonds.

61 NOVALAND ANNUAL REPORT 2023 62


No. Resolution/Decision No. Date Contents No. Resolution/Decision No. Date Contents

Accept and approve the secured transaction in addition to the Accept and approve the use of real estate owned by the
15 42/2023-NQ.HDQT-NVLG 22/06/2023
Company’s NVLH2123006 bond-related obligations. 31 82/2023-NQ.HDQT-NVLG 12/12/2023 Company to ensure the obligations of Delta - Valley Binh
Thuan Co., Ltd.
Accept and approve the content of Resolution No. 021406/23/
16 43/2023-NQ.HDQT-NVLG 22/06/2023 TB-TCBS dated June 14, 2023 to change the terms and By promoting plans for restructuring, amending and updating the
32 85/2023-NQ.HDQT-NVLG 14/12/2023
conditions of NVLB2123012 bonds. terms and conditions of the Company’s overseas convertible bonds.

Accept and approve the adjustment of the maturity of bond issuance Accept and approve the Company’s commitment to
17 44/2023-NQ.HDQT-NVLG 27/06/2023
plans with a total par value of bonds issued up to VND 7 trillion. 33 87/2023-NQ.HDQT-NVLG 29/12/2023 guarantee the loan of Delta - Valley Binh Thuan Co., Ltd. at
Military Commercial Joint Stock Bank.
Accept and approve the adjustment, amendment and
supplementation of the bond issuance plan approved in
18 46/2023-NQ.HDQT-NVLG 07/07/2023
Resolution No. 112/2021-NQ.HDQT-NVLG and Resolution No.
29/2023-NQ.HDQT-NVLG.

19 50/2023-NQ.HDQT-NVLG 26/07/2023
Amend and supplement Article 5 of Resolution No. 144/2021-NQ. 3. Salary, bonus, remuneration, other benefits and expenses for each Member of
HDQT-NVLG.
the BOD, BOM, Chief Accountant and AC:
Accept and approve the amendment of the Credit Agreement
20 61/2023-NQ.HDQT-NVLG 25/08/2023 in relation to the loan with a maximum loan amount of USD
50,000,000. Salary Bonus Remuneration
No. Leadership Position
structure structure 2023 (VND)
Accept and approve the guarantors and additional mortgages of
21 62/2023-NQ.HDQT-NVLG 31/08/2023 assets owned by the guarantors to secure the Company’s payment BOD position
I. BOD holding period
obligations for the loan at Military Commercial Joint Stock Bank.

Accept and approve the Company’s commitment to guarantee 1 Bui Thanh Nhon Chairman of the BOD 0% 0% 1,100,000,000 03/02/2023 - 31/12/2023
22 63/2023-NQ.HDQT-NVLG 13/09/2023 the loan of Ngan Hiep Real Estate JSC at Military Commercial
Joint Stock Bank. 2 Bui Xuan Huy Chairman of the BOD 0% 0% 100,000,000 01/01/2023 - 03/02/2023

Accept and approve the Company’s conclusion, transfer and


3 Bui Xuan Huy Member of the BOD 0% 0% 20,000,000 03/02/2023 - 23/03/2023
execution of the Loan Restructuring Agreement and other
23 65/2023-NQ.HDQT-NVLG 21/09/2023
Transaction Documents; approving plans for early redemption of
4 Hoang Thu Chau Member of the BOD 0% 0% 30,000,000 01/01/2023 - 23/03/2023
NVLH2232001 and NVLH2232002 bonds.

Accept and approve the adjustment, amendment and 5 Do Thi Phuong Lan Member of the BOD 0% 0% 15,755,693 04/05/2023 - 22/06/2023
24 66/2023-NQ.HDQT-NVLG 22/09/2023 supplementation of the bond issuance plan Novaland.
Bond.2019. Nguyen Tran Dang
6 Member of the BOD 0% 0% 15,755,693 04/05/2023 - 22/06/2023
Phuoc
Accept and approve the Company’s signing and implementation of
25 67/2023-NQ.HDQT-NVLG 04/10/2023
an agreement with NovaGroup JSC related to NVLB2123012 bonds. Independent BOD
7 Pham Tien Van 0% 0% 600,000,000 01/01/2023 - 31/12/2023
Member
Accept and approve the Company’s registration and depository
of individual bonds at Vietnam Securities Depository and Independent BOD
26 70/2023-NQ.HDQT-NVLG 19/10/2023 8 Nguyen My Hanh 0% 0% 600,000,000 01/01/2023 - 31/12/2023
Clearing Corporation and registration of individual bond Member
transactions at HNX.
Independent BOD
9 Hoang Duc Hung 0% 0% 211,363,636 16/08/2023 - 31/12/2023
Approve the Company’s signing and performance of an Member
27 72/2023-NQ.HDQT-NVLG 19/10/2023 agreement with NovaGroup JSC relating to individual
convertible bonds and bonds with individual warrants. 10 Ng Teck Yow Member of the BOD See section III.4 60,434,783 22/06/2023 - 31/12/2023

Accept and approve the terms of the letter of entry and AC position
II. AUDIT COMMITTEE holding period
amendment between the Company and HSBC Bank Vietnam
28 77/2023-NQ.HDQT-NVLG 20/11/2023 Limited and The HongKong And Shanghai Banking Corporation
Head of the People's
Limited, Singapore Branch to amend the Syndicated Credit 1 Nguyen My Hanh 0% 0% 0 01/01/2023 - 25/08/2023
Committee
Agreement dated 28/09/2022.
Member of the
Accept and approve the use of all contributed capital of the 2 Nguyen My Hanh 0% 0% 0 25/08/2023 - 31/12/2023
People's Committee
Company at Da Lat Valley Real Estate Co., Ltd. to secure
29 78/2023-NQ.HDQT-NVLG 23/11/2023
the loan obligations of Da Lat Valley Real Estate Co., Ltd. at Member of the
3 Pham Tien Van 0% 0% 0 01/01/2023 - 31/12/2023
Vietnam Prosperity Commercial Joint Stock Bank. People's Committee

Accept and approve the Company’s consideration and approval Chairman of the
4 Hoang Duc Hung 0% 0% 195,652,174 25/08/2023 - 31/12/2023
of conditions, terms, relevant documents and signing a loan People's Committee
30 81/2023-NQ.HDQT-NVLG 24/11/2023
contract between the Company and Long Hung Phat Real
Estate Investment Co., Ltd.

63 NOVALAND ANNUAL REPORT 2023 64


Number of shares owned Number of shares
Salary Bonus Remuneration
No. Leadership Position at the beginning of the owned at the end of the
structure structure 2023 (VND)
period period
Persons Relationship
BOM position Reasons for increasie, decrease
III. BOM No. conducting with the
holding period (purchase, sell, convert, bonus, etc.)
transactions insiders Number of Ratio Number of Ratio
shares (%) shares (%)
1 Nguyen Ngoc Huyen CEO 100% 0% 0 01/01/2023 - 17/03/2023

2 Duong Thi Thu Thuy Deputy CEO 100% 0% 0 01/01/2023 - 03/02/2023 Sell 1,000,000 shares in February
2023 and March 2023.
3 Vo Thi Cao Ly Deputy CEO 100% 0% 0 01/01/2023 - 03/02/2023 The Company’s Securities sold 176,746
pledged shares in May 2023.
4 Ng Teck Yow CEO 84% 16% 0 17/03/2023 - 31/12/2023 Sell 4,548,165 shares in May 2023 and
June 2023.
IV. CHIEF ACCOUNTANT Position holding period
The Company’s Securities sold
Diamond Related 4,862,664 pledged shares in June
1 Huynh Minh Lam Chief Accountant 100% 0% 0 01/01/2023 - 31/12/2023 2023.
5 Properties organization 203,102,259 10.42 175,389,193 8.99
Chief Financial JSC of Insiders The Company’s Securities sold
V. OTHER MANAGERS Officer period 5,273,659 pledged shares in July 2023.
The Company’s Securities sold
1 Nguyen Duc Dung CFO 100% 0% 0 01/01/2023 - 30/05/2023
6,989,834 pledged shares in August
2023.
2 Duong Van Bac CFO 100% 0% 0 25/08/2023 - 31/12/2023
The Company’s Securities sold 76,716
pledged shares in November 2023.
Sell 4,785,282 shares in December 2023.

The Company’s Securities sold 480,706


4. Share transactions of the insiders and related persons regarding NVL shares:
pledged shares in March 2023.
Sell 12,000,000 shares in March 2023
and April 2023.
Number of shares owned Number of shares
at the beginning of the owned at the end of the The Company’s Securities sold 5,331,293
period period pledged shares in April 2023.
Persons Relationship
Reasons for increasie, decrease
No. conducting with the Sell 14,429,266 shares in May 2023 and
(purchase, sell, convert, bonus, etc.)
transactions insiders Number of Ratio Number of Ratio June 2023.
shares (%) shares (%)
The Company’s Securities sold
3,505,225 pledged shares in May 2023
Sell 14,796,121 shares in February 2023. and June 2023.
Bui Xuan Member of
1 72,598,434 3.72 57,802,313 2.96 (Transaction information is updated Relevant The Company’s Securities sold
Huy the BOD NovaGroup
by March 23, 2023) 6 Organization 572,929,330 29.38 380,049,024 19.49 2,579,969 pledged shares in July 2023.
JSC
of Insiders
Sell 82,986,514 shares in July 2023.
Sell 2,283,728 shares in February
Hoang Thu Member of 2023. The Company’s Securities sold 2,969,135
2 6,342,869 0.33 4,059,141 0.21 pledged shares in August 2023.
Chau the BOD (Transaction information is updated
by March 23, 2023) Sell 43,000,000 shares in August 2023.

Cao Thi The Company’s Securities sold 1,944,923


Insider’s Sell 3,618,001 shares in March 2023 pledged shares in November 2023.
3 Ngoc 54,368,710 2.79 50,750,509 2.60
Stakeholders and April 2023.
Suong The Company’s Securities sold 1,172,736
pledged shares in December 2023.
Purchase 19,352,449 shares in
Bui Cao February 2023 and March 2023. Sell 20,272,180 shares in November 2023
Insider’s
4 Ngoc 2,285,900 0.12 24,678,549 1.27 and December 2023.
Stakeholders Purchase 3,040,200 shares in June
Quynh
2023. Sell 2,208,359 shares in December 2023.

Sell 603,790 shares in July 2023.


Huynh Chief
7 606,250 0.03 606,250 0.03 Purchase 603,790 shares in August
Minh Lam Accountant
2023.

65 NOVALAND ANNUAL REPORT 2023 66


5. Transactions between the Company and its related persons; or the Company and Resolutions/
Time of
major shareholders, insiders, related persons of insiders: Name of Relationship
transaction with
Decisions approved
Content, quantity, total value
No. organization/ with the by the GMS/ BOD (if
the of the transaction
individual Company any, specify the date
Company
of issue)
Resolutions/
Time of
Name of Relationship Decisions approved Implementing real estate project
transaction with Content, quantity, total value
No. organization/ with the by the GMS/ BOD (if Relevant
the of the transaction development and management consulting
individual Company any, specify the date Organization
Company GIA DUC REAL services under Contract No. 01/2023/HDDV/
of issue)
10 of the 03/01/2023
ESTATE CO., LTD NVLG-GĐ signed on January 3, 2023, the
Implementing real estate project Company
Relevant total value of pre-tax transactions is VND
management and development consulting (Subsidiaries)
Organization 7,300,987,001.
NGAN HIEP REAL services under Contract No. 01/2023/HDDV/
1 of the 03/01/2023
ESTATE JSC NVLG-NNH signed on January 3, 2023, the Relevant Implementing sales consulting services
Company
total value of pre-tax transactions is VND Organization under Contract No. 01/2023/HDDV/
(Subsidiaries) GIA DUC REAL
7,300,987,002. 11 of the 03/01/2023 NVLG2-GĐ signed on January 3, 2023, the
ESTATE CO., LTD
Company total value of pre-tax transactions is VND
Relevant
Implementing sales consulting services under (Subsidiaries) 172,000,000.
Organization
NGAN HIEP REAL Contract No. 01/2023/HDDV/NVLG2-NNH
2 of the 03/01/2023 Implementing real estate project
ESTATE JSC signed on January 3, 2023, the total value of Relevant
Company development and management consulting
pre-tax transactions is VND 172,000,000. NOVA RIVERSIDE Organization
(Subsidiaries) services under Contract No. 01/2023/HDDV/
12 REAL ESTATE of the 03/01/2023
NVLG-NRVS signed on January 3, 2023, the
Relevant Implementing real estate project development CO., LTD Company
total transaction value before tax is VND
THAI BINH REAL Organization and management consulting services under (Subsidiaries)
7,300,987,001.
3 ESTATE TRADING of the 03/01/2023 Contract No. 01/2023/HDDV/NVLG-TB signed
JSC Company on January 3, 2023, the total transaction value Relevant Implementing sales consulting services
(Subsidiaries) before tax is VND 7,300,987,001. NOVA RIVERSIDE Organization under Contract No. 01/2023/HDDV/NVLG2-
13 REAL ESTATE of the 03/01/2023 NRVS signed on January 3, 2023, the
Relevant
Implementing sales consulting services under CO., LTD Company total value of pre-tax transactions is VND
THAI BINH REAL Organization
Contract No. 01/2023/HDDV/NVLG2-TB (Subsidiaries) 172,000,000.
4 ESTATE TRADING of the 03/01/2023
signed on January 3, 2023, the total value of
JSC Company LONG HUNG Relevant
pre-tax transactions is VND 172,000,000. Resolution No. Borrowing under Loan Contract No.
(Subsidiaries) PHAT REAL Organization
32/2023-NQ. 12052023/HDV/CL-NVLG signed on
14 ESTATE of the 12/05/2023
Implementing real estate project HDQT-NVLG dated May 12, 2023 in the amount of VND
Relevant INVESTMENT Company
management and development consulting 12/05/2023 345,000,000,000.
VIET LAND Organization CO., LTD (Subsidiaries)
services under Contract No. 01/2023/HDDV/
5 DEVELOPMENT of the 03/01/2023
NVLG-VLAN signed on January 3, 2023, the LONG HUNG Relevant
JSC Company Resolution No. Borrowing under Loan Contract No.
total transaction value before tax is VND PHAT REAL Organization
(Subsidiaries) 81/2023-NQ. 24112023/HDV/CL-NVLG signed on
7,300,987,001. 15 ESTATE of the 24/11/2023
HDQT-NVLG dated November 24, 2023 in the amount of VND
INVESTMENT Company
Relevant 24/11/2023 87,000,000,000.
Implementing sales consulting services under CO., LTD (Subsidiaries)
VIET LAND Organization
Contract No. 01/2023/HDDV/NVLG2-VLAN
6 DEVELOPMENT of the 03/01/2023 Conducting real estate project development
signed on January 3, 2023, the total value of
JSC Company LONG HUNG Relevant and management consulting services/ sales
pre-tax transactions is VND 172,000,000.
(Subsidiaries) PHAT REAL Organization consulting under Contract No. 01/2023/
16 ESTATE of the 03/01/2023 HDDV/NVLG-LHP2 and 01/2023/HDDV/
Providing real estate project development
Relevant INVESTMENT Company NVLG2-LHP2 signed on January 3, 2023, the
and management consultancy services/
Organization CO., LTD (Subsidiaries) total transaction value is estimated at VND
sales consulting under Contract No. 01/2023/
7 HOAN VU JSC of the 01/03/2023 9,732,080,000.
HDDV/NVLG-HV signed on March 1, 2023,
Company
the total estimated transaction value is VND Conducting real estate projects
(Subsidiaries) Relevant
9,288,000,000. development and management consulting
BINH AN Organization
services/ sales consulting under Contract
Implementing real estate project 17 TOURISM CO., of the 01/03/2023
Relevant No. 01/2023/HDDV/NVLG-DLBA signed on
management and development consulting LTD Company
DA LAT VALLEY Organization March 1, 2023, the total transaction value is
services under Contract No. 01/2023/HDDV/ (Subsidiaries)
8 REAL ESTATE of the 03/01/2023 estimated at VND 2,592,000,000.
NVLG-DLV signed on January 3, 2023, the
CO., LTD Company
total transaction value before tax is VND Implementing real estate project
(Subsidiaries)
7,300,987,001. Tổ chức có development and management consulting
AQUA CITY CO., liên quan của services under Contract No. 01/2023/HDDV/
Relevant 18 03/01/2023
Implementing sales consulting services under LTD. CT NVLG-AQUA signed on January 3, 2023, the
DA LAT VALLEY Organization
Contract No. 01/2023/HDDV/NVLG2-DLV (CT con) total transaction value before tax is VND
9 REAL ESTATE of the 03/01/2023
signed on January 3, 2023, the total value of 7,300,987,001.
CO., LTD Company
pre-tax transactions is VND 172,000,000.
(Subsidiaries)

67 NOVALAND ANNUAL REPORT 2023 68


Resolutions/ Resolutions/
Time of Time of
Name of Relationship Decisions approved Name of Relationship Decisions approved
transaction with Content, quantity, total value transaction with Content, quantity, total value
No. organization/ with the by the GMS/ BOD (if No. organization/ with the by the GMS/ BOD (if
the of the transaction the of the transaction
individual Company any, specify the date individual Company any, specify the date
Company Company
of issue) of issue)

Relevant Implementing sales consulting services Implementing real estate project


Related
Organization under Contract No. 01/2023/HDDV/NVLG2- development and management consulting
AQUA CITY CO., organizations
19 of the 03/01/2023 AQUA signed on January 3, 2023, the THE FOREST services under Contract No. 01/2023/HDDV/
LTD. 28 of the 03/01/2023
Company total value of pre-tax transactions is VND CITY CO., LTD NVLG-TFC signed on January 03, 2023, the
Company
(Subsidiaries) 172,000,000. total transaction value before tax is VND
(Subsidiaries)
7,300,987,000.
Related
Decision No. 01/2023-
person of the Relevant Implementing sales consulting services
NGUYEN LE MY QD.CTHDQT-NVLG Liquidation and sale of car assets in the
20 Company 24/02/2023 Organization under Contract No. 01/2023/HDDV/
HUNG dated February 24, amount of VND 300,000,000. THE FOREST
(Subsidiary 29 of the 03/01/2023 NVLG2-TFC signed on January 3, 2023, the
2023 CITY CO., LTD
manager) Company total value of pre-tax transactions is VND
(Subsidiaries) 172,000,000.
CUU LONG Borrowing under Loan Contract No.
Relevant 03022023/HDV/CL-NVLG signed on Resolution No.
REAL ESTATE
Organization February 3, 2023 with an amount of VND 29/2023-NQ.
INVESTMENT
21 of the 03/02/2023 23,140,000,000. Relevant HDQT-NVLG dated
AND NO VA REAL Guaranteed bond obligations of the
Company Organization 20/04/2023 and
DEVELOPMENT Loan settlement of VND 23,140,000,000 on ESTATE Company have a total issued par value of
(Subsidiaries) 30 of the 29/05/2023 Resolution No.
CO., LTD June 30, 2023. INVESTMENT VND 1,000 billion, total outstanding par
Company 04/2023-NQ-NVL of
JSC value of VND 864 billion.
CUU LONG Implementing real estate project (Subsidiaries) No Va Real Estate
Relevant Investment JSC
REAL ESTATE development and management consulting
Organization dated 29/05/2023
INVESTMENT services under Contract No. 01/2023/HDDV/
22 of the 22/03/2023
AND NVLG-CL signed on January 3, 2023, the
Company Resolution No.
DEVELOPMENT total transaction value before tax is VND
(Subsidiaries) 29/2023-NQ.
CO., LTD 7,300,987,001.
HDQT-NVLG
Relevant
CUU LONG NHA RONG dated 20/04/2023 Guaranteed bond obligations of the
Relevant Implementing sales consulting services Organization
REAL ESTATE INVESTMENT and Resolution Company have a total issued par value of
Organization under Contract No. 01/2023/HDDV/ 31 of the 29/05/2023
INVESTMENT AND TRADING No. 05/2023-NQ- VND 1,000 billion, total outstanding par
23 of the 22/03/2023 NVLG2-CL signed on January 3, 2023, the Company
AND JSC NR of Nha Rong value of VND 864 billion.
Company total value of pre-tax transactions is VND (Subsidiaries)
DEVELOPMENT Commercial
(Subsidiaries) 172,000,000. Investment JSC
CO., LTD
dated 29/05/2023
Conducting real estate project development
Relevant Resolution No.
NO VA REAL and management consulting services
Organization 29/2023-NQ.
ESTATE under Contract No. 01/2023/HDDV/
24 of the 03/01/2023 Relevant HDQT-NVLG dated
INVESTMENT NVLG-NVL signed on January 3, 2023, the Guaranteed bond obligations of the
Company Organization 20/04/2023 and
JSC total transaction value before tax is VND NOVA PRINCESS Company have a total issued par value of
(Subsidiaries) 32 of the 05/09/2023 Resolution No.
7,300,987,001. RESIDENCE JSC VND 1,000 billion, total outstanding par
Company 07/2023-NQ-NPR
value of VND 864 billion.
Relevant Implementing sales consulting services (Subsidiaries) dated 29/05/2023
NO VA REAL
Organization under Contract No. 01/2023/HDDV/ of Nova Princess
ESTATE
25 of the 03/01/2023 NVLG2-NVL signed on January 3, 2023, the Residence JSC
INVESTMENT
Company total value of pre-tax transactions is VND
JSC Resolution No.
(Subsidiaries) 172,000,000.
29/2023-NQ.
Implementing real estate project NOVA PHUC HDQT-NVLG dated
Relevant
development and management consulting NGUYEN Relevant 20/04/2023 and
DELTA - VALLEY Organization Guaranteed bond obligations of the
services under Contract No. 01/2023/HDDV/ REAL ESTATE Organization Resolution No.
26 BINH THUAN of the 03/01/2023 Company have a total issued par value of
NVLG-DELTA signed on January 3, 2023, the 33 INVESTMENT of the 05/09/2023 04/2023-NQ-NPN
CO., LTD Company VND 1,000 billion, total outstanding par
total transaction value before tax is VND AND Company dated 29/05/2023
(Subsidiaries) value of VND 864 billion.
7,300,987,001. DEVELOPMENT (Subsidiaries) of Nova Phuc
CO., LTD Nguyen Real Estate
Relevant Implementing sales consulting services
Investment and
DELTA - VALLEY Organization under Contract No. 01/2023/HDDV/NVLG2-
Development Co., Ltd
27 BINH THUAN of the 03/01/2023 DELTA signed on January 3, 2023, the
CO., LTD Company total value of pre-tax transactions is VND
(Subsidiaries) 172,000,000.

69 NOVALAND ANNUAL REPORT 2023 70


Resolutions/ Resolutions/
Time of Time of
Name of Relationship Decisions approved Name of Relationship Decisions approved
transaction with Content, quantity, total value transaction with Content, quantity, total value
No. organization/ with the by the GMS/ BOD (if No. organization/ with the by the GMS/ BOD (if
the of the transaction the of the transaction
individual Company any, specify the date individual Company any, specify the date
Company Company
of issue) of issue)

Resolution No. Using third-party collateral to secure a


29/2023-NQ. loan of VND 1,500 billion under the Credit
HDQT-NVLG dated Agreement No. 95093.22.201.2063105.TD
Relevant Relevant
20/04/2023 and Guaranteed bond obligations of the Resolution No. signed between Military Commercial Joint
NOVA PROPERTY Organization DELTA - VALLEY Organization
Resolution No. Company have a total issued par value of 62/2023-NQ. Stock Bank and the Company on October
34 MANAGEMENT of the 29/05/2023 41 BINH THUAN of the 31/08/2023
03/2023-NQ-PMM VND 1,000 billion, total outstanding par HDQT-NVLG dated 25, 2022, including:
CO., LTD Company CO., LTD Company
dated 29/05/2023 value of VND 864 billion. 31/08/2023 (1) Delta - Valley Binh Thuan Co., Ltd.;
(Subsidiaries) (Subsidiaries)
of Nova Property (2) KM Investment Group Ltd.;
Management JSC (3) New Lexington Real Estate Joint Stock
Limited Company.

Related Using third-party collateral to secure a


organizations loan of VND 1,500 billion under the Credit
of the Relevant Agreement No. 95093.22.201.2063105.TD
Resolution No. Secured by a maximum of 820,000 NVL NOVA Resolution No.
Company Organization signed between Military Commercial Joint
NOVAGROUP 42/2023-NQ. shares to secure the Company’s bond LEXINGTON 62/2023-NQ.
35 (Major 23/06/2023 42 of the 31/08/2023 Stock Bank and the Company on October
JSC HDQT-NVLG dated obligations with a total par value of VND REAL ESTATE HDQT-NVLG dated
Shareholders, Company 25, 2022, including:
22/06/2023 300 billion. JSC 31/08/2023
Related (Subsidiaries) (1) Delta - Valley Binh Thuan Co., Ltd.;
Organizations (2) KM Investment Group JSC;
of Managers) (3) New Lexington Real Estate JSC.

Decision No. Using third-party collateral to secure a


06/2023-QD. loan of VND 1,500 billion under the Credit
Relevant TGĐ-NVLG dated Relevant Agreement No. 95093.22.201.2063105.TD
Resolution No.
DELTA - VALLEY Organization 03/07/2023 and Securing the Company’s loan at Vietnam Organization signed between Military Commercial Joint
KM INVESTMENT 62/2023-NQ.
36 BINH THUAN of the 27/06/2023 Decision No. Maritime Commercial Joint Stock Bank with 43 of the 31/08/2023 Stock Bank and the Company on October
GROUP CO., LTD HDQT-NVLG dated
CO., LTD Company 22/2023-QD-VLBT a maximum value of VND 1,600 billion. Company 25, 2022, including:
31/08/2023
(Subsidiaries) dated 27/06/2023 of (Subsidiaries) (1) Delta - Valley Binh Thuan Co., Ltd.;
Delta - Valley Binh (2) KM Investment Group JSC;
Thuan Co., Ltd. (3) New Lexington Real Estate JSC.

CUU LONG Relevant Loan guarantee with credit limit of VND


Relevant Resolution No.
REAL ESTATE Decision No. NGAN HIEP REAL Organization of 1,200 billion and outstanding balance at all
Organization Securing the Company’s loan 44 13/09/2023 63/2023-NQ.HDQT-
INVESTMENT 02/2023-QD. ESTATE JSC the Company times up to VND 600 billion of Ngan Hiep
37 of the 06/02/2023 NVLG on 13/09/2023
AND TGĐ-NVLG dated amounting to VND 2,000 billion. (Subsidiaries) Real Estate JSC.
Company
DEVELOPMENT 06/02/2023
(Subsidiaries) The Company unconditionally and irrevocably
CO., LTD
commits to perform the payment obligation
Relevant on behalf of Delta - Valley Binh Thuan Co., Ltd.
Resolution No. Using assets to secure a bond package with
THAI BINH REAL Organization in case Delta - Valley Binh Thuan Co., Ltd. fails
27/2023-NQ. a total outstanding value of VND 250 billion
38 ESTATE TRADING of the 15/04/2023 to perform or fulfill its obligations to Military
HDQT-NVLG dated issued by Thai Binh Real Estate Trading
JSC Company Relevant Commercial Joint Stock Bank in accordance
15/04/2023 Joint Stock Company.
(Subsidiaries) DELTA - VALLEY Organization Resolution No. with the provisions of the Credit Document
45 BINH THUAN of the 29/12/2023 87/2023-NQ.HDQT- signed between 02 parties, including:
Relevant
Resolution No. CO., LTD Company NVLG (1) a loan of VND 10,000 billion for payment of
Organization Using assets to secure a bond package
NOVA FINAL 27/2023-NQ. (Subsidiaries) land use, investment needs, construction and
39 of the 15/04/2023 with a total outstanding value of VND 1,100
SOLUTION JSC HDQT-NVLG dated development of NovaWorld Phan Thiet project;
Company billion of Nova Final Solution JSC.
15/04/2023 (2) other loans as prescribed in the Credit
(Subsidiaries)
Document signed between Delta - Valley Binh
Relevant Thuan Co., Ltd. and Military Commercial Joint
UNITY REAL Resolution No. Using assets to secure a bond package Stock Bank.
Organization
ESTATE 27/2023-NQ. with a total outstanding value of VND 1,000
40 of the 15/04/2023
INVESTMENT HDQT-NVLG dated billion of Unity Real Estate Investment Securing the Company’s syndicated loans
Company Relevant Resolution No.
CO., LTD 15/04/2023 Company Limited. DELTA - VALLEY at The HongKong And Shanghai Banking
(Subsidiaries) Organization of 17/2023-NQ.
46 BINH THUAN 17/03/2023 Corporation Limited, Singapore Branch and
the Company HDQT-NVLG dated
CO., LTD HSBC Bank Vietnam Limited with loans of
(Subsidiaries) 17/03/2023
USD 10 million and VND 350 billion.

71 NOVALAND ANNUAL REPORT 2023 72


Resolutions/ Resolutions/
Time of Time of
Name of Relationship Decisions approved Name of Relationship Decisions approved
transaction with Content, quantity, total value transaction with Content, quantity, total value
No. organization/ with the by the GMS/ BOD (if No. organization/ with the by the GMS/ BOD (if
the of the transaction the of the transaction
individual Company any, specify the date individual Company any, specify the date
Company Company
of issue) of issue)

Relevant Relevant Notification No.


Resolution No. Guaranteed payment obligations of the
DELTA - VALLEY Organization Organization 02/2023-TB-NLP of Undistributed profit distribution as of
36/2023-NQ. Company related to NVLB2123012 bonds NOVA LUCKY
47 BINH THUAN of the 25/05/2023 54 of the 12/10/2023 the Members' Council December 31, 2022 the amount is VND
HDQT-NVLG dated (with a maximum total par value of VND PALACE CO., LTD
CO., LTD Company Company dated October 12, 33,998,300,000.
25/05/2023 1,300 billion).
(Subsidiaries) (Subsidiaries) 2023

Related Relevant
Resolution No. The adjustment to reduce the value
organizations DA LAT VALLEY Organization
75/2023-NQ. of business cooperation capital until
of the 55 REAL ESTATE of the 28/12/2023
Resolution No. Amending the Credit Agreement with HDQT-NVLG dated December 31, 2023, the amount is VND
Company CO., LTD Company
NOVAGROUP 61/2023-NQ. a maximum loan of USD 50 million and 20/11/2023 800,000,000,000.
48 (Major 25/08/2023 (Subsidiaries)
JSC HDQT-NVLG dated transact with NovaGroup JSC as a
Shareholders,
25/08/2023 guarantor. Relevant
Related Implementing sales consulting services
Organization
Organizations NOVALAND under the contract No. 01/2023/NVLG-NLA
56 of the 01/07/2023
of Managers) AGENT CO., LTD signed on July 1, 2023, the total contract
Company
value is VND 660,000,000.
Related (Subsidiaries)
organizations
Relevant
of the Resolution No. Collecting money for liquidation of Business
The agreement between the Company and Organization
Company Resolution No. THE FOREST 84/2023-NQ. Cooperation Contract No. 0912.2019/
NOVAGROUP NovaGroup JSC relates to NVLB2123012 57 of the 14/12/2023
49 (Major 04/10/2023 67/2023-NQ.HDQT- CITY CO., LTD HDQT-NVLG dated HĐNT/NVLG-TFC with an amount of VND
JSC bonds (with a maximum total par value of Company
Shareholders, NVLG on 04/10/2023 14/12/2023 200,000,000,000.
VND 1,300 billion). (Subsidiaries)
Related
Organizations Mortgaging the Company’s capital
of Managers) Relevant
Resolution No. contribution in Da Lat Valley Real Estate
DA LAT VALLEY Organization
78/2023-NQ. Co., Ltd. to secure a maximum loan of VND
Related 58 REAL ESTATE of the 05/12/2023
The agreement between the Company HDQT-NVLG dated 3,600 billion of Da Lat Valley Real Estate
organizations CO., LTD Company
and NovaGroup JSC related to individual 23/11/2023 Co., Ltd. at Vietnam Prosperity Joint Stock
of the (Subsidiaries)
Resolution No. convertible bonds and bonds with individual Comercial Bank.
Company
NOVAGROUP 72/2023-NQ.HDQT- warrants in the domestic market was
50 (Major 19/10/2023
JSC NVLG dated October approved under Resolution No. 01/2022-
Shareholders,
19, 2023 NQ.DHDCD-NVLG dated January 11,
Related
2022, the total transaction value is VND
6. Transactions between the insiders/ related persons of the insiders of the listed
Organizations
258,451,500,000. company with the subsidiaries, companies under the control of the listed company:
of Managers)

Loan restructuring agreement between


Relevant the Company and related parties including Name of subsidiary,
Resolution No. Relationship
DANG KHANH Organization Dang Khanh Real Estate Co., Ltd. and The Transaction company under the Time of
No. with the Content, quantity, total value of transactions
65/2023-NQ. performer control of the listed transaction
51 REAL ESTATE of the 21/09/2023 Prince Residence JSC and investors related insider
HDQT-NVLG dated company
CO., LTD Company to convertible bonds (with a total par value of
21/09/2023
(Subsidiaries) VND 5,543 billion) and non-convertible bonds LONG HUNG PHAT
(with a total par value of VND 231 billion). Relevant
OMEGA LAW REAL ESTATE Legal consulting service contract, service fee
1 Organization 03/01/2023
CO., LTD INVESTMENT CO., in the first quarter of 2023: VND 236,000,001.
Loan restructuring agreement between of Insiders
LTD
Relevant the Company and related parties including
Resolution No.
Organization Dang Khanh Real Estate Co., Ltd. and The Relevant Legal consulting service fee 78,666,667 VND/
THE PRINCE 65/2023-NQ. OMEGA LAW DA LAT VALLEY REAL
52 of the 21/09/2023 Prince Residence JSC and investors related 2 Organization 03/01/2023 month (excluding VAT), contract term from
RESIDENCE JSC HDQT-NVLG dated CO., LTD ESTATE CO., LTD
Company to convertible bonds (with a total par value of of Insiders 01/01/2023 to 31/12/2023.
21/09/2023
(Subsidiaries) VND 5,543 billion) and non-convertible bonds
(with a total par value of VND 231 billion). Relevant 07/04/2023 Legal consultancy services of Aqua City
OMEGA LAW
3 Organization AQUA CITY CO., LTD. to Co., Ltd. with a total par value of VND
Using real estate assets owned by the CO., LTD
of Insiders 30/06/2023 519,200,002.
Company to ensure Delta - Valley Binh
Relevant HUYNH Insider's Transaction of repayment of contributed
Thuan Co., Ltd. to fulfill its commitments
DELTA - VALLEY Organization Resolution No. 4 PHUONG Related DUC TAN JSC 23/06/2023 capital (capital reduction), with a value of
in the Contract for sale and purchase of
53 BINH THUAN of the 12/12/2023 82/2023-NQ.HDQT- THAO Person VND 250,000.
eligible resort real estate products to sign
CO., LTD Company NVLG on 12/12/2023
a Purchase and Sale Contract with the
(Subsidiaries) Insider's Transaction of repayment of contributed
Customer, under the NovaWorld Phan Thiet PHAM THI
5 Related DUC TAN JSC 23/06/2023 capital (capital reduction), with a value of
Project worth VND 2,800 billion. CUC
Person VND 250,000.

73 NOVALAND ANNUAL REPORT 2023 74


Name of subsidiary, Name of subsidiary,
Relationship Relationship
Transaction company under the Time of Transaction company under the Time of
No. with the Content, quantity, total value of transactions No. with the Content, quantity, total value of transactions
performer control of the listed transaction performer control of the listed transaction
insider insider
company company

Relevant Insider's
OMEGA LAW THAI BINH REAL Legal service consulting fee VND BUI DAT PHUONG DONG
6 Organization 22/03/2022 21 Related 06/10/2023 Dividend 2022, VND 2,294,459.
CO., LTD ESTATE TRADING JSC 944,000,000. CHUONG BUILDING JSC
of Insiders Person

Relevant HUYNH Insider's


OMEGA LAW NO VA REAL ESTATE PHUONG DONG
7 Organization 03/01/2023 Law consulting service fee VND 865,333,337. 22 PHUONG Related 06/10/2023 Dividend 2022, VND 22,944,594.
CO., LTD INVESTMENT JSC BUILDING JSC
of Insiders THAO Person

Relevant NOVA RIVERSIDE The redemption of bonds agreement


OMEGA LAW Fee for legal consulting services: VND
8 Organization REAL ESTATE CO., 03/01/2023 between NVLG and The Prince.
CO., LTD 472,000,002.
of Insiders LTD Total value of The Prince collected NVLG:
NO VA REAL
VND 2,431,140,858,709.
Relevant ESTATE THE PRINCE
OMEGA LAW GIA DUC REAL Fee for legal consulting services: VND 23 Subsidiaries 22/09/2023 Transaction value in 2023: VND
9 Organization 03/01/2023 INVESTMENT RESIDENCE JSC
CO., LTD ESTATE CO., LTD 472,000,002. 1,288,800,000,000.
of Insiders GROUP JSC
The Prince’s remaining receivables from
Relevant NVLG at December 31, 2023: VND
OMEGA LAW NGAN HIEP REAL Fee for legal consulting services in 01, 02, 1,142,340,858,709.
10 Organization 28/03/2023
CO., LTD ESTATE JSC 03/2023: VND 259,600,001.
of Insiders
OMEGA LAW Related NO VA REAL ESTATE
24 03/01/2023 Law consulting service fee VND 865,333,337.
Relevant CO., LTD organizations INVESTMENT JSC
OMEGA LAW NGAN HIEP REAL Fee for legal consulting services in 04,
11 Organization 31/05/2023
CO., LTD ESTATE JSC 05/2023: VND 173,066,667. Relevant 07/04/2023 Legal consultancy services of Aqua City
of Insiders OMEGA LAW
25 Organization AQUA CITY CO., LTD. to Co., Ltd. with a total face value of VND
CO., LTD
Relevant of Insiders 30/06/2023 944,000,002.
OMEGA LAW NGAN HIEP REAL Fee for legal consulting services in 06/2023:
12 Organization 27/06/2023
CO., LTD ESTATE JSC VND 86,533,334. CUU LONG REAL
of Insiders Relevant
OMEGA LAW ESTATE INVESTMENT Legal consulting service contract, service fee
26 Organization 31/03/2023
Relevant CO., LTD AND DEVELOPMENT in the first quarter of 2023: VND 236,000,001.
OMEGA LAW THE FOREST CITY The transaction provides legal consultancy of Insiders
13 Organization 23/03/2023 CO., LTD
CO., LTD CO., LTD services worth VND 472,000,000.
of Insiders
CUU LONG REAL
Relevant
Relevant Legal consulting service fee 78,666,667 VND/ OMEGA LAW ESTATE INVESTMENT Legal consulting service contract, service fee
OMEGA LAW VIET LAND 27 Organization 09/06/2023
14 Organization 03/01/2023 month (excluding VAT), contract period from CO., LTD AND DEVELOPMENT in 04, 05/2023: VND 157,333,334.
CO., LTD DEVELOPMENT JSC of Insiders
of Insiders 01/01/2023 to 31/12/2023. CO., LTD

Relevant NOVA RIVERSIDE Legal consulting service fee 78,666,667 VND/ CUU LONG REAL
OMEGA LAW Relevant
15 Organization REAL ESTATE CO., 03/01/2023 month (excluding VAT), contract period from OMEGA LAW ESTATE INVESTMENT Legal consulting service contract, service fee
CO., LTD 28 Organization 28/06/2023
of Insiders LTD 01/01/2023 to 31/12/2023. CO., LTD AND DEVELOPMENT in 06/2023: VND 78,666,667.
of Insiders
CO., LTD
Relevant Legal consulting service fee 78,666,667 VND/
OMEGA LAW GIA DUC REAL CUU LONG REAL
16 Organization 03/01/2023 month (excluding VAT), contract period from Relevant
CO., LTD ESTATE CO., LTD OMEGA LAW ESTATE INVESTMENT Legal consulting service contract, service fee
of Insiders 01/01/2023 to 30/06/2023. 29 Organization 10/08/2023
CO., LTD AND DEVELOPMENT in 07/2023: VND 78,666,667.
of Insiders
Relevant Legal consulting service fee 78,666,667 VND/ CO., LTD
OMEGA LAW VIET LAND
17 Organization 03/01/2023 month (excluding VAT), contract period from
CO., LTD DEVELOPMENT JSC CUU LONG REAL
of Insiders 01/01/2023 to 31/12/2023. Relevant
OMEGA LAW ESTATE INVESTMENT Legal consulting service contract, service fee
30 Organization 28/08/2023
Relevant Legal consulting service fee 78,666,667 VND/ CO., LTD AND DEVELOPMENT in 08/2023: VND 78,666,667.
OMEGA LAW DELTA-VALLEY BINH of Insiders
18 Organization 03/01/2023 month (excluding VAT), contract period from CO., LTD
CO., LTD THUAN CO., LTD
of Insiders 01/01/2023 to 31/12/2023.
CUU LONG REAL
Relevant
Insider's NHA RONG OMEGA LAW ESTATE INVESTMENT Legal consulting service contract, service fee
BUI DAT Receiving the dividends amounting to VND 31 Organization 22/09/2023
19 Related INVESTMENT AND 07/12/2023 CO., LTD AND DEVELOPMENT in 09/2023: VND 78,666,667.
CHUONG 1,767,126 (of which PIT is VND 88,356). of Insiders
Person TRADING JSC CO., LTD

HUYNH Insider's NHA RONG CUU LONG REAL


Receiving the dividends amounting to VND Relevant
20 PHUONG Related INVESTMENT AND 07/12/2023 OMEGA LAW ESTATE INVESTMENT Legal consulting service contract, service fee
2,677,463 (of which PIT is VND 133,873). 32 Organization 10/11/2023
THAO Person TRADING JSC CO., LTD AND DEVELOPMENT in October 2023: VND 78,666,667.
of Insiders
CO., LTD

75 NOVALAND ANNUAL REPORT 2023 76


Name of subsidiary,
Relationship
Transaction company under the Time of
No. with the Content, quantity, total value of transactions
performer control of the listed transaction
insider
company

CUU LONG REAL


Relevant
OMEGA LAW ESTATE INVESTMENT Legal consulting service contract, service fee
33 Organization 28/11/2023
CO., LTD AND DEVELOPMENT in November 2023: VND 78,666,667.
of Insiders
CO., LTD

CUU LONG REAL


Relevant
OMEGA LAW ESTATE INVESTMENT Legal consulting service contract, service fee
34 Organization 25/12/2023
CO., LTD AND DEVELOPMENT in 12/2023: VND 78,666,667.
of Insiders
CO., LTD

HUYNH Insider's NOVA LUCKY Profit-sharing transactions in 2022, with a


35 PHUONG Related PALACE COMPANY 20/12/2023 value of: VND 1,700,000, PIT deduction: VND
THAO Person LIMITE 85,000.

Relevant
OMEGA LAW NGAN HIEP REAL Legal consulting service fee in July 2023: VND
36 Organization 28/07/2023
CO., LTD ESTATE JSC 84,960,000.
of Insiders

Relevant
OMEGA LAW NGAN HIEP REAL Legal consulting service fee in August 2023:
37 Organization 22/08/2023
CO., LTD ESTATE JSC VND 84,960,000.
of Insiders

Relevant
OMEGA LAW NGAN HIEP REAL Legal consulting service fee in September
38 Organization 21/09/2023
CO., LTD ESTATE JSC 2023: VND 84,960,000.
of Insiders

Relevant
OMEGA LAW NGAN HIEP REAL Legal consulting service fee in October 2023:
39 Organization 23/10/2023
CO., LTD ESTATE JSC VND 84,960,000.
of Insiders

Relevant
OMEGA LAW NGAN HIEP REAL Legal consulting service fee in November
40 Organization 22/11/2023
CO., LTD ESTATE JSC 2023: VND 84,960,000.
of Insiders

Relevant
OMEGA LAW NGAN HIEP REAL Legal consulting service fee in December
41 Organization 15/12/2023
CO., LTD ESTATE JSC 2023: VND 84,960,000.
of Insiders

Relevant
OMEGA LAW THAI BINH REAL Legal consulting service fee VND
42 Organization 22/03/2022
CO., LTD ESTATE TRADING JSC 944,000,000.
of Insiders

Relevant
OMEGA LAW THE FOREST CITY Legal consulting service fee worth VND
43 Organization 23/03/2023
CO., LTD CO., LTD 472,000,000.
of Insiders

Relevant LONG HUNG Contract for legal consulting services and


OMEGA LAW
44 Organization PHAT REAL ESTATE 03/01/2023 annexes, service fee 2023 (excluding VAT):
CO., LTD
of Insiders INVESTMENT CO., LTD VND 1,669,999,998.

Legal consulting service fee 78,666,667 VND/


Relevant
OMEGA LAW DA LAT VALLEY REAL month (excluding VAT), contract term from
45 Organization 03/01/2023
CO., LTD ESTATE CO., LTD 01/01/2023 to 31/12/2023, total value in 2023
of Insiders
including VAT: VND 944,000,002.

7. Training courses on corporate governance:


Decree 155/2020/ND-CP issued by the Government on 31/12/2020 detailing the implementation of a number of
articles of the Law on Securities officially took effect from 01/01/2021 (“Decree 155/2020/ND-CP”) and replaces the
regulations on corporate governance stipulated in the Government’s Decree 71/2017/ND-CP issued on 06/06/2017 guiding the
governance of public companies. Accordingly, Decree 155/2020/ND-CP does not stipulate the participation in training
Aqua City Marina (Bien Hoa, Dong Nai)
courses on CG for BOD Members, Members of the Supervisory Board and CEO of the Company.

77 NOVALAND ANNUAL REPORT 2023 78


REPORT OF INDEPENDENT BOD Personnel structure, Remuneration, Operating costs
and other benefits of the AC
MEMBERS IN THE AUDIT COMMITTEE
Personnel structure of the Audit Committee
Message from Independent BOD Members
in the Audit Committee 09/08/2022 ▶ 24/08/2023 25/08/2023 ▶ 31/12/2023

Chairman of the AC:


Dear Valued Shareholders! • In 2023, the Internal Audit Department demonstrated flexibility Head:
Mr. Hoang Duc Hung
by adjusting the IA plan to address sections with significant Ms. Nguyen My Hanh
In the challenging economic landscape of 2023, Vietnam
risk assessments as required by the BOD. Simultaneously,
Member:
is grappling with persistent difficulties, reflected in the Member: Mr. Pham Tien Van
the Department conducted urgent inspections on topics
estimated GDP just surpassing 5%. The dual impact of a Mr. Pham Tien Van Ms. Nguyen My Hanh
successively upon the completion of professional records
global economic slowdown and the domestic economy’s
and transactions by the divisions/ departments/ committees.
limited resilience adds unprecedented challenges. Despite
The observations, notes, and recommendations to enhance
the government’s concerted efforts, there’s been a notable
the control gap of IA have been acknowledged by the
increase in the dissolution and bankruptcy of enterprises, with
Executive Board. Consequently, departments are directed to Brief biography of AC personnel
over 135,000 ones leaving the market. Simultaneously, the
persist in strengthening processes, data, and control points
establishment of new enterprises has declined, including both
that are cross-implemented between specialized departments.
registered capital and labor. In the midst of these economic
challenges, the government and local authorities are paying Economists project 2024 to be a challenging year for the global
extra attention to the real estate market. Notably, the economy, and Vietnam’s economy is expected to endure dual
issuance of Government Resolution No. 33/NQ-CP on March negative impacts and additional challenges. The BOD has
11, 2023, underscores the commitment to resolving institutional recognized that 2024 will be a year of ongoing challenges for
and legal issues. In response to these challenges, Novaland is the Company. Novaland’s BOD is resolute and committed to
actively pursuing a comprehensive restructuring project. The supporting the Executive Board, placing a strong emphasis on
Company is strengthening its team, implementing effective advancing key projects, managing diverse utilities, completing
management solutions, and concentrating on core business project handovers to customers, and fulfilling debt obligations Mr. HOANG DUC HUNG Ms. NGUYEN MY HANH Mr. PHAM TIEN VAN
activities. Novaland is steadfast in fulfilling its commitments with financial partners. The AC has outlined the main priorities Chairman of the AC, Member of the AC Member of the AC
to relevant parties, leveraging all available resources with the for 2024 as follows: Independent BOD Member Independent BOD Member Independent BOD Member
support of partners and esteemed consulting units.
• Strengthen and elevate maturity level of the Group’s
In the 2023 General Meeting of Shareholders, the AC corporate governance, aligning with best practices issued by Qualifications: Master of International Finance. Qualifications: Master of Public Qualifications: Bachelor, Kim Il Sung University,
Professional experience: He has held high Management. North Korea.
reported the goals to be prioritized for supervision in 2023. the State Securities Commission for public companies. This
profile-ranking positions: Professional experience: She has held high Professional experience: He has held high
We have summarized the achieved results of the prioritized aims to enhance the roles, responsibilities, and commitments
profile-ranking positions: profile-ranking positions:
goals in 2023 as follows: of the BOD, ensuring the effective operation of the BOD, and • Partner, Advisory Services Leader,
safeguarding the rights of shareholders and related parties; Government and Public Sector Client • Auditing Director and Risk Management • Departmental General Director, The
• Implementing the plan of restructuring, lean mechanism and Leader, Ernst & Young Vietnam Limited. Consultant, PwC Vietnam Co., Ltd. Vietnamese Ministry of Foreign Affairs;
procedures while ensuring the maintenance of key controls • Provide ongoing guidance on the restructuring project, Ambassador Extraordinary and
• International Consulting Expert, World • Managing Director, PwC Vietnam Cyber
has received strong attention and direction from the BOD collaborating with the committees under the BOD to oversee Plenipotentiary of Vietnam in South Korea.
Bank - assists the Ministry of Finance in Security Services Co., Ltd.
and the Executive Board, with support and advice from implementation in line with the BOD’s direction and orientation;
Institutional Development and Internal • Advisor, Charmvit Korea Golf and
leading global consulting units. The BOD has undertaken a • Team Leader of Risk and Insurance
• Strengthen supervision of the implementation of material risk Audit in Vietnam. Hotel Group.
comprehensive restructuring, adjusting the number of members, Management, Vietnam Oil and Gas
management at the Company level as well as transparency Group Branch - Phu Quoc Petroleum • Advisor, Posco E&C, Korea.
establishing specialized committees, and updating the • Associate Director, PwC Vietnam Ltd.
and transaction management mechanisms with related parties; Operating Co.
Company Charter and Corporate Governance Regulations He currently is: • Advisor, AIC Group, Vietnam.
which were approved by the GMS. The organization chart, • Maintain oversight of the implementation of a flexible, From October 2020 until now, she is an
• Chairman of the BOD, CGS Vietnam Independent BOD Member at No Va Land • Permanent Vice Chairman, Vietnam -
titles and functions - duties chart have been revised and non-rigid IA plan subject to a risk-based orientation. Governance Consultancy JSC; BOD Investment Group Corporation. Korea Friendship Association; Deputy
issued to align with the new context of the Group. The Group This includes the possibility of engaging an independent Member, Genetic Analysis Services JSC. BOD Members at other companies (except Editor-in-Chief, Viet Nam Golf Magazine.
emphasizes that the restructuring plan is a long-term roadmap, consultant to conduct inspections and reviews, ensuring
• Vice Chairman, Member of the for subsidiaries, parent company): None. • Advisor, Samsung Electronics Co., Ltd,
not a one-time endeavor, necessitating continuous cycles of adequate resources for timely evaluation and review of
Standing Committee of the Vietnam Ratio of voting rights at Novaland Group: South Korea.
implementation, review, evaluation, deployment, completion, topics mandated by the AC and the BOD of Novaland Group. 0%.
and improvement. As a result, the AC has determined that Independent Directors Association
Remuneration of Members of the BOD, • Advisor, APM Fashion Supermarket Group,
monitoring the restructuring plan will remain a primary focus (VNIDA); President, Institute of Internal
AC in 2023: VND 600,000,000. Korea.
for the Committee in 2024. Signature Auditors Vietnam - IIA Vietnam Chapter.
From April 2019 until now, he has been an
BOD Members at other companies (except Independent BOD Member at No Va Land
• The internal control system, policies, and procedures undergo for subsidiaries, parent company): Chairman, Investment Group Corporation.
regular review and updates, synchronized with changes in CGS Vietnam Governance Consultancy JSC;
BOD Members at other companies (except for
the organization chart, titles and duties chart of specialized BOD Member, Genetic Analysis Services
subsidiaries, parent company): None.
departments. Additionally, the BOD consistently emphasizes JSC; Independent BOD Member, Imexpharm
Pharmaceutical JSC. Ratio of voting rights at Novaland Group: 0%.
the role of ownership and self-responsibility of Managers, Hoang Đuc Hung
Ratio of voting rights at Novaland Group: 0%. Remuneration of Member of the BOD, AC in
evident through updates to Approval Matrix, Labor Regulations, Chairman of the Audit Committee 2023: VND 600,000,000.
and Regulations on Rewards and Handling violations. Independent BOD Member Remuneration of Member of the BOD, AC
in 2023: VND 407,015,810.
79 NOVALAND ANNUAL REPORT 2023 80
Supervising and controlling transactions with related
Summary of meetings, conclusions and
persons under the approving competence of the BOD
recommendations of the AC
or the GMS
Functions and Duties of the AC:
• The Managers are accountable for self-review and prompt disclosure to the Company regarding transactions
• Supervise the integrity of the preparation and presentation of the financial statements, including the review of significant involving related persons, using the prescribed form. The Managers periodically declare and update the information,
judgments in relation to the FS; confirming its accuracy and taking responsibility for the declared information;
• Review the IC and RM systems and the compliance mechanism under the provisions of law; • Specialized departments are tasked with determining whether transactions conform to legal provisions on dealings
with related persons in files and documents submitted to the BOD. These departments are responsible for conducting
• Review the transactions with related persons under the approval authority of the BOD or GMS;
checks and reviews to ensure that the BOD’s resolutions comply with laws related to transactions with related persons;
• Supervise the IA Department;
• The departments hold the responsibility of inspecting and reviewing the implementation of internal inspection
• Propose a list of reputable independent auditing firms, assess the independence and objectivity of the independent procedures to cross-verify the declared information against announced transactions. Additionally, they interface
auditors, and supervise the audit process of Novaland Group’s FS. with the securities depository management system to guarantee the completeness, accuracy, and timeliness of
transactions involving related persons.
Summary of meetings’ results:
In 2023, the AC held 04 meetings with the 100% members attending and voting for the following matters: Reviewing the internal control and risk management systems
• Supervise the progress of independent audit of consolidated FS, individual FS for fiscal year 2022 of Novaland Group
• Participate in meetings including Line 2 and Line 3 with the BOM to advise and comment on the improvement of the
and its subsidiaries;
IC and RM systems;
• Report on the performance of Independent BOD Members presented in the 2022 AR and at the GMS;
• Regularly hold discussions with the BOM to convey their views on emerging risks. Advise the BOM to instruct the
• Report to the BOD on the CG, matters regarding the AC’s responsibilities; department in charge of analyzing and assessing the risk level, and propose a management plan tailored to the
actual situation of the Company;
• AC’s working program in 2023;
• Provide guidance to departments tasked with investigating and verifying inspection procedures related to incidents
• Criteria for selecting an independent audit firm to audit the Company’s FS in 2023; exhibiting signs of compliance violations and contraventions of core values.
• The 2023 IA plan and the adjustment of the IA plan in accordance with the actual context of the Company;

• Supervise the activities of the BOD, managers: Members of the AC participate in meetings of the BOD, consider and Supervising the Board of Directors, Chief Executive
comment on the draft update of the Company Charter, the CG Regulation and Operation Regulations of the BOD
before submitting to the BOD, consulting the BOM on issues under the AC’s responsibilities; Officer, and managers
• Review the IC and RM systems: The AC carried out the supervision program of the IC system including periodic meeings • All BOD Members were entitled to receive an invitation to the BOD meeting, full working program, contents and
and comments to the BOD on the IC system, consultation during the process of updating the RM system; documents before conducting the voting meeting with bilingual content when the BOD has a foreign independent
member;
• Assess the current CG state according to best practices of Code of CG Principles issued by SSC in 2019 and recommendations.
• The AC was informed in advance of the plan to update the Company Charter, the CG Regulations, and the Operation
Regulations of the BOD in order to arrange a time to comment on proposals for changes including amendments to
Supervising financial statements, operational and terms related to the AC;

financial situation of the Company • The AC shall coordinate with the BOM to closely monitor the progress, quality and objectivity of the audit firm of FS;

• The AC monitors the IC and RM systems through periodic meetings with CEO, RM - Process and Compliance
• Supervise the independence, plan, and progress of auditors conducting the audit of the Company’s separate and
Department, IA Department, Security Department.
consolidated FS in 2023;

• Monitor procedures pertaining to the publication of information in AR related to financial information;


Assessing the cooperation of the AC with the BOD,
• Supervise the disclosure of information on the Group’s website about BOD resolutions related to financial information voting;

• Supervise the updated processes in 2023 concerning finance and accounting.


Chief Executive Officer, and shareholders
• All BOD Members are entitled to engage in discussions with the BOM and the BOD on matters subject to voting and

Supervising the IA department the formulation of BOD resolutions. BOD Members are encouraged to collaborate directly with specialized depart-
ments in presenting proposals, gaining insights into the context, content, and issues related to the submission. This
involves understanding the responsibilities of departments in proposing solutions and analyzing the pros and cons
• Examine and provide feedbacks on topics, audit scope, procedures, and IA reports prior to issuance, and supervise the
of each option. The objective is to demonstrate that the proposed plan by the BOM and the BOD is the most fitting,
progress of their implementation;
safeguarding the interests of Novaland Group.
• Review and assess the results, quality of work, professional capacity, professionalism, independence, and methods of
• The AC actively participates in meetings with the BOM to stay informed about the state of production and business
interaction and coordination (when necessary) with departments in the Company;
activities. This includes staying abreast of changes and adjustments to the business plan in alignment with the pre-
• Periodically join in meetings with the IA personnel, exchanging, sharing, and listening to audit topics, problems in working vailing context.
with departments and handling solutions to ensure independence, objectivity, and accessibility to files and documents for
• Propose to the BOM that critical control gaps in the IC system need to be fixed promptly.
the audit purpose of the IA.

81 NOVALAND ANNUAL REPORT 2023 82


PERFORMANE OF ESG - Performance in 2023

RISK MANAGEMENT - In the late 6 months of 2023 since its establishment, the Committee has undertaken the following activities:

• Members of the Committee formulated the operational regulations which was voted and approved by the BOD on

STRATEGIC MANAGEMENT COMMITTEE November 23, 2023;

• Assisted the BOD and the Executive Board in scrutinizing and consolidating the Company’s strategic orientation for the
short, medium, and long term. Provided direction for the formulation of the management plan and oversaw the strategy
implementation of the BOD;

• Engaged in discussions with departments, Members of the Executive Board, BOD Members, and committees to
document the status of the risk management system, control points, and projects/ action plans aimed at monitoring and
mitigating risks. Proposed the implementation of the Company’s restructuring and offered recommendations to the BOD
Personnel structure of the ESG - Risk Management - in alignment with the reviewed strategic orientations;

Strategic Management Committee • Collaborated with the Audit Committee and supported the BOD Members in proposing and discussing issues related to
material risk management associated with the ongoing consideration of strategic orientations;

• Evaluated the implementation of commitments to pursue and integrate ESG into the orientation in strategies, difficulties
and challenges within the challenging context of the global economy, Vietnam’s economy, and the real estate sector. This
aimed to provide advice on directions and orientations suitable to the existing context and resources of the Company.
25/08/2023

Chairman of the Committee: Standing members: Member:


Orientation in 2024
Mr. Bui Thanh Nhon Mr. Le Ba Dung Mr. Hoang Duc Hung
Mr. Le Manh Dung • Propose and assist the BOD and the Executive Board in project planning and business activities aligned with sustainable
development criteria. This includes promoting green and environmentally friendly projects, generating on-site employment,
enhancing labor skills, contributing to the preservation of local culture and areas endorsed by State mechanisms for
economic development. The Committee closely follows ESG trends and practices;

• Support the BOD in evaluating the ESG implementation master plan for 2024, integrated with the business plan
proposed by the Executive Board. Throughout the plan’s implementation, the Committee provides advice and
suggestions to the Executive Board, drawing on experiences from organizations and businesses in the same industry. The
Committee also supports discussions with experienced ESG advisors and experts on the approach method, registration

Roles and Duties of the Committee process, and evaluation of green development projects within the overall framework of ESG strategy and business plan.
This aims to progressively implement the roadmap for accessing capital from green investment funds;

The ESG - Risk Management - Strategic Management Committee, established under the Resolution of the 2023 Annual • Offer advice and commentary to the BOD and the Executive Board on approaches and methods in line with best
General Meeting of Shareholders on June 22, 2023, operates as a specialized committee under the Board of Directors of practices for strategic risk management, translating theoretical knowledge into practical measurements of strategic risk
Novaland, with the following tasks: management;

• Provide guidance, oversight, and assessment of the planning and execution of integration strategy among ESG, risk • Evaluate action proposals and mitigation strategies for strategic risks, financial risks, and material compliance risks within
management and strategic management of the Company. This aligns with the reality and the implementation roadmap the BOD’s competence. Propose to the BOD the prioritization of controls that need implementation or reinforcement
to assist the Company in meeting ESG commitments and gaining access to capital from green investment funds; to enhance transparency, information disclosure, management, control, and reporting mechanism for transactions with
relating parties in accordance with legal provisions and best practices of Code of Corporate Governance Principles;
• Offer advice to the BOD regarding the risk management and internal control system, ensuring alignment with best
practices and legal regulations. The Committee is responsible for handling matters related to material risks at the BOD • Collaborate with other committees under the BOD to monitor the maturity of the Company’s system, covering
level, providing analysis and assessment reports for the BOD’s consideration; policies, procedures, compliance, internal control, and risk management and recommend improvements to the system.
Support the process of restructuring the organizational model, the information and report system in order to control the
• Monitor the maturity level of the Company’s system relating to policy, procedure, compliance, internal control, and risk implementation of strategic orientation, KPIs (Key Performance Indicators), and risk management at all levels;
management. Additionally, recommend improvements to enhance the overall system;
• Assist the BOD in reviewing, directing, and ensuring the information disclosure of ESG aligned with regulations and
• Develop the operation regulations of the ESG - RM - SM Committee and get the approval from the BOD. best practices.

83 NOVALAND ANNUAL REPORT 2023 84


PERFORMANCE OF THE HUMAN Key Performance of the Human Resources
and Remuneration Committee in coordination
RESOURCES AND REMUNERATION with Human Resources Committee in 2023:
COMMITTEE
Organizational Restructuring to enhance efficiency and flexibility
Personnel Structure of the Human Resources and Collaborating with KPMG, the Committee have implemented a specific model for transforming the organizational structure,
outlined in the organization chart version no. 20 released on October 20, 2023. This involves organizing the projects’
Remuneration Committee: management model and activities into project clusters and project companies, restructuring personnel in departments and
projects towards a leaner, optimized, and multitasking approach.

25/08/2023
Enhancing Workforce Performance and Quality
Regarding leadership development and succession planning, the Committee have partnered with KPMG to establish
criteria and implement a 360-degree evaluation for personnel in managerial positions at level 11 and above. Simultaneously,
Human Resources Committee will conduct evaluations for level 9 and 10.
Chairman of the Committee: Standing members: Member:
Focused on professional development, the key targets are General Management personnel (Regional GM, Project GM)
Mr. Pham Tien Van Mr. Bui Thanh Nhon Mr. Nguyen Anh Hung
and BAM (Business Account Manager). Counted till the end of 2023, there have been 12 specialized training sessions for
Mr. Le Ba Dung
GM and 19 sessions for BAM. Additionally, 49 classes on policies, regulations, and procedures have been organized to
enhance employee compliance and effectiveness in job coordination.

Strengthening Employee Engagement


Roles and Duties of the Human Resources To foster employee commitment and unity, various activities and programs have been implemented to reinforce and
and Remuneration Committee: develop the corporate culture. In 2023, the NOVAGEN documentation was developed and distributed to GM personnel.
Furthermore, to facilitate the quick integration of new employees, the Company has refreshed the Onboarding Training
Program and conducted 25 sessions.
The Human Resources and Remuneration Committee, established under the Resolution of the 2023 Annual General
Meeting of Shareholders on 22/06/2023, operates as a specialized committee under the Board of Directors of Novaland, To boost employee pride in the Company and its products/ services, the HR Committee has introduced the “Nova
with the following tasks: Discovery” program. This initiative, extended to 510 BAM and employees at level 8 and above, provides opportunities for
employees to experience, share, and contribute innovative ideas. Additionally, the program has created a ripple effect on
• Orient, monitor, guide, and inspect the formulation of human resource policies and corporate culture. These efforts social media with over 393 posts and more than 10,000 interactions.
should align with the Company’s vision, mission, and business strategy to ensure sustainable development;

• Take charge of overseeing human resources matters at the level of the BOD and the Executive Board. Assist the BOD in
coordinating annual performance assessments for subcommittees, committees, and their members, as well as members
of the Executive Board;

• Formulate the operational regulations of the Human Resources and Remuneration Committee and get the approval
from the BOD.

The year-end party 2023


Professional capacity development training for GM and BAM

85 NOVALAND ANNUAL REPORT 2023 86


Orientation for 2024

3E
HAND HEART HEAD

Effectiveness Engagement Enablement

1. Improve the efficiency of the system 1. Develop the corporate culture 1. Train and develop the capacity of
of measuring and managing work focusing on the core value “Efficiency - management and leadership teams
performance Integrity - Professionalism”. (BOM 1, 2, 3).

2. Continue organizational 2. Reinforce the recruitment brand in 2. Develop succession and development
restructuring activities; streamline the the labor market. investment plans for critical positions.
apparatus; define specific and clear
3. Improve employee experience and 3. Improve HR capacity focusing on
roles and responsibilities for each
engagement (Employee Engagement core competencies of the Company.
position.
Program).
4. Apply the method of paying for
3. Arrange optimal resources
performance.
according to the volume/ results of
work generated.

4. Enhance compliance, improve


employee responsibility.

5. Improve human resources


management through the
management and exploitation of HR
database and HR digitalization.

Sustainable Growth

“Nova Discovery“ program

87 NOVALAND ANNUAL REPORT 2023 88


RISK MANAGEMENT Management activities in 2023

In 2023, both the global and domestic economies continue to navigate through a tumultuous and challenging period, Since the end of 2022, Novaland has undertaken a significant and thorough restructuring of the Group, prioritizing efficient
encountering a myriad of issues. These challenges encompass a decrease in gross domestic product (GDP) growth, management solutions and concentrating on core business activities. Risk management activities associated with this
an escalation in bad debts, lackluster trade and investment turnover, and unforeseen repercussions stemming from comprehensive restructuring are implemented through the following processes:
geopolitical instability and non-traditional security challenges. Consequently, the issue of risk management assumes
• Coordinate with KPMG to implement a project to comprehensively review and enhance the entire process system.
paramount significance. It serves as a critical tool for the Group’s Board of Directors promptly make the right decision.
This initiative aims to identify potential risks and incorporate suitable control points.
This proactive approach enhances the organization’s resilience against fluctuations, equips it to navigate difficult
and emergency situations, overcome crises, and maintain operations. The overarching goal is to maintain business • The Risk Management, Process, and Compliance Department coordinate with various departments to initiate a review
continuity, minimize damages, and safeguard the interests of the Group. of Risk Profiles and Key Risk Indicators (KRIs) of appropriate units, aligning them with the refined processes and
regulations.
Within the Group, risk management activities are executed through the following processes:
• Proactively collecting data, departments are actively monitoring Key Risk Indicators (KRIs) and promptly reporting any
issues that may arise.

Closely monitoring the Identifying the Company’s risk • Implementing compliance monitoring measures to ensure that promulgated procedures are well-understood, providing
Company’s risk adequate training to enhance employee awareness. This effort is directed towards achieving full compliance with
Risk
g De Step 1: Risk determination procedures, thereby mitigating potential losses.
rin te
Step 4: Risk monitoring ito Identify the risks based on
rm
n

Develop key risk indicatiors the strategic goals which the


Mo

(or “early warning signals) to ina organization wish to achieve,


Risk

tion
monitor the risks. RISK and establish “risk measures”.
MANAGEMENT
PROCEDURE
Responding to the Company’s risk Mastering the Company’s risk Key risks in business operations 2023
Ris

is
ly s
kH

Step 3: Risk handling an Step 2: Risk analysis


na

Develop an operational plan to d li A Determine the cause and


ng
R is k
handle the risks for the continuation result, control the vulnerability.
of risk management at an
RISKS RISK IDENTIFICATION CONTROL MEASURES
acceptable level.

The year 2023 presented numerous The Group’s management has decided to
challenges for the global economy, work with KPMG to conduct a comprehensive
compounded by crises in European and organizational restructuring in 2023 and 2024.
American banks, escalating financial and This initiative aims to enhance operational
monetary market risks. efficiency and minimize the impact of adverse
external influences.
MACRO- In addition, businesses an experienced
ENVIRONMENT AND heightened pressure due to persistently Continuously monitored and regularly
MARKET RISKS high inflation and interest rates, updated the global financial and monetary
leading to liquidity challenges, reduced markets, as well as staying informed about
revenues, and increased strain on changes in government regulations related to
sustainable development trends - green corporate bonds and interest rates…, allowing
transformation. the prompt review and adjustment of business
strategies as needed.

Money sources have been impacted by The Company has been and will persist in its
the tightening of policies on bonds and efforts to restructure debt, negotiating suitable
credit. options to ensure a harmonious balance of
FINANCIAL RISKS interests with bondholders and lenders.
Financial burdens arise from debt
obligations payable as numerous bond
contracts mature.

The Miami Bikini Beach Square at NovaWorld Phan Thiet (Phan Thiet, Binh Thuan) - a venue for numerous remarkable events and festivals.

89 NOVALAND ANNUAL REPORT 2023 90


RISKS RISK IDENTIFICATION CONTROL MEASURES RISKS RISK IDENTIFICATION CONTROL MEASURES

Risks related to schedule slippage, over The Group conducts regular reviews, Shortage of high-quality human Undertake a comprehensive restructuring,
budget, and unsatisfactory quality may evaluations, and prioritized implementation of resources and individuals concurrently reorganizing human resources in alignment with
occur during the project implementation projects. holding multiple positions can result in the new situation. Uphold and enhance a fair and
PROJECT process. work overload. transparent competency assessment system
IMPLEMENTATION Cooperating with KPMG, the Group reviews
and formulate a clear career development path
RISKS and refines systems (SAP, ERP, BI, etc.) to Competition in attracting and keeping
for employees.
enhance and improve project implementation talented personnel is increasing.
and monitoring. HUMAN RESOURCES Organized training programs on both soft skills
RISKS and professional skills to enhance employees’
capacity.
Changes in policies, legal regulations, Proactively facilitate the expedited
Persist in reviewing and adjusting the corporate
overlapping content, insufficient guidance implementation of project legal procedures,
culture, aiming to transform the Group into an
and unclear information may affect the based on the guidance and support provided
LEGAL RISKS ideal working environment that fosters employee
business plans and operations of the by the Government.
engagement.
Group.

Information security risk involves the Organized periodic information security


potential leakage and loss of crucial awareness training for employees to mitigate
In the construction progress, there is an The Group continues to review and make
information within the Group. It may be risks associated with the leakage and loss of
existence of the possible harmful and appropriate adjustments to the environment,
INFORMATION caused by a hacker attacks or due to crucial information within the Group. These
dangerous factors, with risks of causing health and safety management process.
SECURITY RISKS an incomplete information technology risks may arise from hacker attacks, incomplete
SAFETY, HEALTH AND occupational accidents or occupational
Request the Contractor to fully comply with systems, or mistakes made by Group IT systems, or errors made by the Group’s
ENVIRONMENT RISKS diseases for laborers, causing great loss
the state’s regulations on hazard assessment employees when handling information, employees when handling information.
of lives and properties, leaving heavy
and conduct safety, health, and environmental etc.
and long-term consequences for laborers,
inspections in all projects of the Group.
society and reputation of the Group.
Risk of a media and brand crisis when The Group proactively reviews and adjusts
becoming the subject of negative media processes, designating suitable personnel to
Risks may occur when employees violate Regarding the updates, changes on policies or information attacks greatly affect the promptly detect, evaluate, and categorize
or do not comply with the legal provisions, and laws in the Real Estate field, the Group Group’s reputation and brand. negative communication/ information crises
as well as violate the Group’s regulations regularly review, assess and supplement the based on severity levels. This approach ensures
and business processes, etc. requirements under the provisions to internal the fastest response to communication and
BRAND RISKS
data system. At the same time, the timely brand risks that may adversely affect the
identification and control of legal documents Group’s reputation and brand. Additionally, the
related to the Group’s activities/ projects are Group strictly controls the posting of content
carried out through periodic/ irregular updates on social networks and public speeches.
provided by the Group’s Legal Department via
newsletters. These updates are disseminated
to specialized units and the Group’s Executive
Board.

COMPLIANCE RISKS Organize training sessions for employees to 2024 risk management targets
familiarize them with updated changes in
regulations and business processes within the
• Continue to adhere to the management policies and procedures established by the Group, with a focus on dynamic
Group.
management goals. This aims to enhance risk awareness and responsibility among all Group employees, enabling
For the compliance of the employees, the proactive planning to respond and adapt to changes of business operations and the external environment.
Group organized the compliance inspection,
• Conclude the process system improvement project in collaboration with KPMG. Develop a portfolio of controls aligned
verified the violations to promptly discover
with the processes and propose new Key Risk Indicators (KRIs).
the violations. At the same time, additional
regulations on rewards and sanctions will be • Sustain the monitoring of KRIs and gather analytical and reporting data.
fine-tuned to foster a culture of compliance
• Continue to monitor KRIs, monitor and collect analytical and reporting data.
and deter violations.
• Promote compliance inspections with Group laws, regulations, and business processes, actively verifying any violations
within the Group for prompt detection and handling.

• Conduct audits and recertification of Information Security Management Systems according to ISO 27001.

• Initiate a project in collaboration with KPMG to review, enhance, and improve the ERP (Enterprise Resource Planning)
system, aligning it with the Group’s restructuring needs.

91 NOVALAND ANNUAL REPORT 2023 92


LEGAL COMPLIANCE INVESTOR RELATIONS
Investor Relations (IR) has always been an essential part of public companies to maintain transparent, uninterrupted
relationship between businesses and investors; as well as to ensure the effective, sustainable, multidimensional relationship
between businesses and shareholders, investors, sponsors, and financial intermediaries, thereby helping the investment
community appreciate the corporate value, assisting risk prevention and crisis control.

With the goal of continuing to maintain Novaland’s brand image towards In the challenging context of 2023, the global and domestic economies continue dealing with the inflation, high interest
rates, and cautious monetary policies. Consequently, businesses, especially public companies, are increasingly required for
commitment to product and service quality, Novaland always upholds awareness
timely and transparent information updates to investors. It’s crucial for public companies to develop a specific disclosure
of compliance with legal regulations, one of the solid foundations to build strategy, ensuring continuous reporting to investors about current and future business activities, financial health, plans,
business activities as well as help Novaland stay steadfast against the risks and achievements during the crisis navigation.

of today’s difficult market economy. Adapting and making necessary and For Novaland Group, protecting the interests of shareholders and investors is always one of the core issues, given the
special concern in the corporate governance. Accordingly, the top priority of the Group is to enhance the quality and
timely adjustments due to the impacts of legal regulations, Novaland always constantly professionalize IR activities towards ensuring full transparency, equality in interests of shareholders and
proactively updates new policies and legal documents related to the Group’s investors.
business activities, such as: land, construction, real estate business and legal
regulations related to the general operations of a business such as laws on Ensuring full transparency, equality and the rights of shareholders and investors
labor, taxes, insurance, accounting, investment, etc. and legal regulations
In order to protect the rights of shareholders, the Group commits that information is always provided equally between
related to public companies. shareholders and investors. In which, the right to vote, the right to nominate BOD members, the right to approve the
annual financial statements and the business plan for the following year, the right to access the Company information,
etc. are all guaranteed to be fully implemented in the sufficient and transparent manner.

IR activities of Novaland Group are based on the principle of “Honesty - Timeliness - Transparency”, consistent with
the Core Value: “Efficiency - Integrity - Professionalism”. All Novaland’s policies and implementation activities related to
In 2023, the RE market has faced many difficulties and • Promoted monitoring of compliance with regulations in shareholders not only comply with the laws of Vietnam but also aim to meet the higher international standards including
challenges, so Novaland continuously updated internal the management and operation of the Group’s business the Corporate Governance Rules of Organization for Economic Cooperation and Development (OECD). In addition to the
regulations to ensure compliance with legal regulations, activities, and periodically carried out communication focus on financial information disclosure, the Group also discloses non-financial information and other information beyond
specifically: and training for all employees to master and comply with the scope of requirements of Circular No. 96/2020/TT-BTC of the Ministry of Finance guiding information disclosure on
issued regulations and procedures. the securities market.
• Updated internal policies, regulations and procedures
related to the governance, operation, investment and • Regarding the corporate governance activities, Novaland
business activities to ensure compliance with new legal completed the review and adjustment of the Charter, the
regulations, specifically: Labor Code, Law on Enterprises, CG Regulations, the Regulations on the operation of the
Law on Securities, Law on Investment, Law on Construction, Board of Directors to submit to the General Meeting of
Law on Land, Law on Housing, Law on RE Trading, Law on Shareholders for approval, ensuring compliance with legal
Occupational Safety and Hygiene and guiding documents. regulations and suitability with the practical governance
These include notable and positive legal policies issued and operation of the Company.
such as Decree No. 08/2023/ND-CP, Circular No. 03/2023/
Furthermore, with its best efforts to coordinate with relating
TT-NHNN regulating the suspension of the implementation
competent agencies to perfect the legal documents for
of Clause 11, Article 4 of Circular No. 16/2021/TT-NHNN to
approval of RE products of the projects invested and
resolve difficulties for the bond market; Resolution No. 33/
developed by Novaland, the Group was always proactively
NQ-CP of the Government on certain solutions to resolve
transparent in project information, project progress,
difficulties and promote the RE market to develop safely,
answering customers’ questions about legal issues regarding
healthily and sustainably; Decree No. 10/2023/ND-CP on
the ongoing projects.
guiding the implementation of the Law on Land, resolving
difficulties for the hospitality RE; Circular No. 02/2023/TT- These are Novaland’s activities of complying with legal
NHNN on restructuring debt payment time and keeping regulations, proactively learning and flexibly applying
the debt group intact, etc. supervision and inspection methods to suit the actual
situation that helped Novaland gradually resolve difficulties,
• Reviewed, amended and supplemented the labor
overcome challenges and develop sustainably.
regulations of the Group and its member companies, ensuring
compliance with legal regulations.

The Lagoon Villas, The Tropicana subdivision at NovaWorld Ho Tram (Ba Ria - Vung Tau)

93 NOVALAND ANNUAL REPORT 2023 94


INVESTOR RELATIONS
IR activities implemented in 2023 to improve transparency and credibility among
shareholders and investors

Strengthening
Proactivity, transparency Enhancing data
communication with
in information dislosure credibility
investors

Information disclosure was The data of annual reports Updated highlights on the
carried out pursuant to Circular was confirmed by Department Group’s activities via online
No.96/2020/TT-BTC and Heads, reviewed by the Editorial meetings to investors.
towards the higher international Board and checked by the Diversifying communication channels for investors and shareholders
Provided financial information
standards. Inpendendent Team.
updates quarterly on the the
Constantly updated and Reviewed semi-annual financial Group’s website.
complied with latest regulations statements and audited annual Diversified channels for providing information to shareholders and investors
Actively supported the loan or
of information disclosure from financial statements.
bond restructuring of the Group
the Ministry of Finance and
Maintained the preparation during the information exchange,
State authority.
of financial statements in swapped the outstanding bonds Annual report/Sustainable
General Meeting of
Constantly updated and accordance with VAS standards. to real estate products for the development report
Shareholders
disclosed information in English investors.
and Vietnamese.

Proactively disclosed the


information affecting
shareholders and investors’ Information disclosure portals Diversified
benefits. Ensured that the including Company’s website, communication Quarterly earnings call
information was accurate and HOSE’s website, HNX’s website,
channels
properly reflected the nature of SSC, SGX
business activities.

Quarterly newsletter and


Mass media and information
periodic/extraordinary email
channels
updates

In the framework of periodic and extraordinary on the Group’s website. All Novaland’s information disclosure
information updates, the information has been always documents are available in bilingual (English and Vietnamese),
posted in accordance with current regulations on the ensuring that local and foreign investors and partners are
official website of Novaland as well as other information up to date with information equally and accurately. As a
disclosure channels including HOSE, HNX, SSC, and SGX. result, shareholders, investors, and partners are updated
In addition, the quarterly earnings releases, the earnings fully and properly on the development orientation, business
call presentations for investors, and other documents for performance, and corporate governance situation of the
the Group’s performance updates have been fully posted Company.

95 NOVALAND ANNUAL REPORT 2023 96


GENERAL ASSESSMENT OF CORPORATE
GOVERNANCE PRACTICES IN 2023

In 2023, the Group has performed well in corporate governance, complied with the law, Company’s Charter, and Regulation
on Corporate Governance, which are indicated through the specific activities as follows:

• Ensured the basic rights of shareholders: Novaland always makes endless efforts to exercise their basic rights. In 2023,
The effective corporate governance is always the foundation for long-term Novaland organized AGM and carried out rounds of collecting shareholder’s written opinions to approve the Resolutions
and sustainable development. As one of the prestigious brands in Vietnam of the GMS;

and a listed company on HOSE since the end of 2016, Novaland’s corporate • Focused on protecting the stakeholders: Protect the interests of lenders by enabling lenders/ investors to access
Novaland’s information through the FS, FS interpretation, investor presentation, updating business performances and
management activities have always fully meeting the criteria and regulations full project development progress on the website; conducting meetings with investors, organized the quarterly events,
under current Vietnamese law, playing the prerequisite role in promoting conferences with analysts, and conference calls with foreign investors;
business activities, completing the medium- and long-term sustainable • Completed the Regulations and Procedures on CG: In 2023, Novaland continued to update the Company’s Charter and
development strategies. the Regulation on CG; issued the Regulation on operation of the BOD; and amended, supplemented to the Regulation
on operation of the AC in adaptation to the actual business situation and the provisions of the law;

• Constantly built and consolidated the BOD structure: Novaland additionally elected the BOD members for the term
of 2021-2026 to replace the resigned BOD members, ensuring the number of BOD members and independent BOD
members in compliance with law;

• Transparency and timeliness in the information disclosure activities: Consolidate and perfect the information disclosure
activities to ensure transparent, timely and accessible criteria for domestic and foreign shareholders.

The beachfront shophouse row at NovaWorld Phan Thiet (Phan Thiet, Binh Thuan) Numerous distinctive activities that attract tourists to experience at K-Town Resort Phan Thiet (Phan Thiet, Binh Thuan)

97 NOVALAND ANNUAL REPORT 2023 98


04
SUSTAINABLE
DEVELOPMENT

Aqua Marina - Square & International standard marina


at Aqua City (Bien Hoa, Dong Nai)

99 NOVALAND ANNUAL REPORT 2023 100


APPROACH TO GOVERNANCE
FRAMEWORK FOR SUSTAINABLE The governance framework for sustainable development
strategy is built on a 4P model across the following aspects
DEVELOPMENT STRATEGY
Concretizing the Strategy for creating and sharing sustainable SD Strategy. Additionally, Novaland has published its own SD
values associated with the United Nations’ Sustainable report since 2018. This report follows the Global Reporting
Development Goals (SDGs), Novaland Group continues to Initiative (GRI Standards), recognized widely as the latest
gradually establish and perfect a governance framework for reporting standards, aimed at increasing transparency and
sustainable development in accordance with international accountability.
practices. Despite having to confront the changes and
With the aim of conserving resources and protecting the
fluctuations in the economy as well as the unfavorable
environment towards sustainability, Novaland’s strategy
factors in the real estate market, the Group has consistently
focuses on investing in sustainable development projects from
maintained its comprehensive engagement with stakeholders
the initial investment stage, through design, construction, and
and ensured the integration of sustainable development PERFORMANCE PLANET
operation stages. Integrated or ecological real estate projects Economic efficiency Environmental impact
management requirements in each field of operation, in order
in satellite townships and hospitality real estate conform to and sustainable growth management
to improve adaptability in the new context and make an
the green construction criteria, as prioritized by the Group,
important contribution to the implementation of the goals of
to meet the demand for green living spaces and enhance
creating a sustainable society.
residents’ quality of life. Some progressing or ongoing projects
With a clear roadmap to approach sustainable development, by Novaland have obtained EDGE certificate or met other SD PEOPLE PARTNERSHIP
Investment in human Creation and sharing of
Novaland always tries its best effort and determines to realize standards. For instance, Orchard Garden project (Ho Chi Minh
development common values through
the SDGs, contributing to the successful implementation City) was the first project of Novaland and among very few partnerships
of Vietnam’s Green Growth Strategy as well as advancing real estate projects in Vietnam (6 projects) to be awarded the
towards 17 SDGs of the United Nations. EDGE Certificate in 2016. Similarly, Aqua City Smart Ecological
Township (Dong Nai), with over 70% green space, proudly
Specifically, Novaland has established an SD Strategy based
received the Best Sustainable Residential Development
on engagement with the stakehoders across several aspects:
Vietnam award at the Dot Property Vietnam Awards 2020. This
Economic efficiency and sustainable growth, Environmental
project was also honored with the “Best Public Infrastructure of
impact management, Investment in human development,
the Year 2022” by the Nhip Cau Dau Tu magazine.
Value creation and sharing. Since 2016, Novaland has
formed an SD Council with independent external members Throughout its various periods and stages of development,
17 United Nations’ sustainable development goals
possessing expertise and strategic experience in economic, the Group has consistently pursued the application of the
social, and environmental fields. Awards for Sustainable Governance Framework for SD Strategy, integrating the In line with the 17 United Nations’ Sustainable Development Goals (SDGs), Novaland identifies and integrates key priority
Businesses over the years, presented by the Vietnam Business development goals of the United Nations through three objectives based on the level of impact on the overall operation according to the SD Strategy, ensuring harmony with the
Council for Sustainable Development (VBCSD), the Vietnam pillars: Environment - Social - Governance, which serve as interests of stakeholders.
Chamber of Commerce and Industry (VCCI) and other the focal point for the Company’s activities. This approach
prestige organizations, serve as clear evidence of Novaland’s aims to maximize the Company’s capitalization value, ensure
sustainability and harmony of interests among customers,
shareholders, investors, and the community, etc.

In 2024, Novaland will continue to optimize environmental


SD GOALS THAT
3 4 7 8 9 12 13
(E) and social (S) solutions across progressing projects;
GOOD HEALTH QUALITY AFFORDABLE AND DECENT WORK AND INDUSTRY, INNOVATION RESPONSIBLE CLIMATE
AND WELL-BEING EDUCATION CLEAN ENERGY ECONOMIC GROWTH AND INFRASTRUCTURE CONSUMPTION ACTION
NOVALAND AND PRODUCTION

research and select projects meeting the “green” standards


PRIORITIZES
or international certifications such as Excellence in Design
for Greater Efficiencies (EDGE) and Leadership in Energy
and Environmental Design (LEED). Simultaneously, there will
be proactive efforts to enhance corporate governance (G)
to adapt to new circumstances and harmonize the interests
among shareholders, investors, and stakeholders, gradually
recovering from and overcoming market challenges.
SD GOALS THAT NOVALAND 1 6 10 11 15 17
NO CLEAN WATER REDUCED SUSTAINABLE CITIES LIFE ON LAND PARTNERSHIPS

CONTRIBUTES AND POVERTY AND SANITATION INEQUALITIES AND COMMUNITIES FOR THE GOALS

SUPPORTS

101 NOVALAND ANNUAL REPORT 2023 102


Sustainable development governance structure Stakeholder engagement

Stakeholder engagement is an important basis and methods, suitable for each stakeholder, such as: face-to-
GRI foundation for the implementation of the SD Strategy and face dialogue, website, information in the mass media,
Governance structure and composition
2-9 the long-term stable development of the Group. Novaland satisfaction survey, annual general meetings, conference/
always attaches great importance to transparency and seminar to meet investors, exchange floors, financial
accountability as the principle of action, moving towards statements, monthly/quarterly reports, meetings and other
building cooperative and trusting relationships with the communication channels (email, phone, etc.).
parties. Novaland has created conditions for the parties
To ensure the implementation of the SD Strategy and Establishing committees under the BOD such as the Aside from the professional management operation process
to fully and honestly share their issues of interest and
the realization of the pursued ESG directions, Novaland Audit Committee, ESG - RM - SM Committee, and in line with international practices, Novaland consistently
expectations through the use of distinct communication
has form the ESG - Risk Management – Strategic Human Resources and Remuneration Committee is also meets the growing demands of stakeholders with dedication
Management Committee under the management of the a significant change to enhance the Group’s corporate and passion.
Board of Directors at the end of 2023 consisting of BOD governance framework in accordance with best practices,
members and experts with a wealth of relevant practical integrating ESG into the BOD’s conference programs to DETERMINE
experience. The ESG - RM - SM Committee provides guide and monitor ESG practices towards SDGs. These
expert support to the BOD on reviewing and approving committees function under a specialized and independent
the Group’s strategies, policies and action programs. mechanism and have voting rights on matters within their
The ESG - RM - SM Committee plays an important role jurisdiction and obligation. They serve as advisory bodies Y IM
LIT
DISTRIBUTE BI PRIORITIZE
in advising the BOD to approve initiatives to engage to the BOD, with the participation of leading experienced

PO
TA

RT
UN
employees, monitor and evaluate the establishment and experts and senior managers who have worked for major

ANC
ACCO
integration of ethical responsibilities, integrity, social and corporations both domestically and internationally, helping GRI

E
Approach to stakeholder
environmental compliance into business activities. The aim the Company operate efficiently according to international 2-29 engagement
is to ensure the availability of policies, standards, systems standards in the new phase and new context.
and resources necessary to identify and act in accordance
CO
M M IT M E N T
with international practices in the areas of environment,
society and governance.
REVIEW COMBINE

GENERAL MEETING
Organizational Structure OF SHAREHOLDERS

Alongside the determination of the Executive Board and Evaluation of Stakeholders


our collective efforts, the support and attention from the 4.0
BOARD OF DIRECTORS
Government and community towards the real estate market
recently will serve as the driving force for Novaland to swiftly
Contractors Banks &
recover, overcome challenges, and continue to fulfill exemplary

STAKEHOLDERS’S RELIANCE ON
Customers Supplies Credit Institutions
urban projects, thereby contributing to reshaping and fostering 3.0
economic development in local areas and enhancing social THE BOD’S OFFICE
Employees
welfare within project regions.

NOVALAND
2.0
Community Shareholders &
ESG - RISK MANAGEMENT - HUMAN RESOURCES Investors
AUDIT COMMITEE STRATEGIC MANAGEMENT AND REMUNERATION
COMMITEE COMMITEE
1.0
Government

BOARD OF MANAGEMENT
0.0
0.0 1.0 2.0 3.0 4.0

IMPACTS ON NOVALAND

103 NOVALAND ANNUAL REPORT 2023 104


Material topics associated with the 17 sustainable Critical matrix

development goals 5.0

6
4.0 7

IMPORTANCE TO STAKEHOLDERS
4 12
GRI Process to determine GRI List of material topics
14
3-1 material topics 3-2
1 2
3.0 5
8
11

13
9
2.0
10 3
Analysis and evaluation of material topics
1.0
SD issues in the Group’s value chain are industry-specific The updated material assessment content aligns with
and international practices on sustainable governance the Group’s strategic direction which is reviewed by the
are reviewed and analyzed in the priority review step. leaders and senior managers. The analysis results of
0.0
Accordingly, Novaland Group reaffirms its SD Strategy, material topics according to the economic, environmental
0.0 1.0 2.0 3.0 4.0 5.0
contributing to promoting and creating a strong community and social pillars of the priority activities within the SD
and a fair society. Strategy are presented on the matrix. IMPORTANCE TO NOVALAND

DETERMINE PRIORITIZE CONFIRM REVIEW

ECONOMIC EFFICIENCY AND ENVIRONMENTAL IMPACT INVESTMENT IN HUMAN VALUE CREATION AND SHARING
SUSTAINABLE GROWTH MANAGEMENT DEVELOPMENT
Perform preliminary Analyze and evaluate each Selected material topics Managers consider
assessment to identify topic on aspects to ensure will be confirmed by and evaluate selected 1 Corporate governance overhaul 4 Resource optimization 8 Job stability 12 Community development and investment

important issues related the interests of stakeholders management and heads of key factors that have 2 Cash flow management 5 Waste and wastewater management 9 Equality and diversity 13 Customer satisfaction

to business activities and and the level of impact on related departments. been adjusted to suit 3 Sustainable procurement practices 6 Conformity to environmental 10 Occupational safety and health
14 Stakeholder interest harmony assurance
requirements
stakeholders that may Novaland. Novaland’s business 7 Net Zero research and contribution 11 Workforce quality development
arise. strategy.

The Sunrise City complex of buildings (District 7, HCMC)

105 NOVALAND ANNUAL REPORT 2023 106


ECONOMIC EFFICIENCY
AND SUSTAINABLE GROWTH
GRI
Direct economic value generated and distributed 201-1

Urban planning and development problem-solving


The SD strategy of Novaland Group always emphasizes during the period mainly came from projects such as Aqua
economic efficiency in order to bring long-term values to the City, NovaWorld Phan Thiet, NovaWorld Ho Tram, and
community, contributing to solving the urban planning and Palm City, etc. In total, Novaland delivered 563 units in
development problem. 2023, generating a consolidated net revenue of VND 4,757
billion. While these numbers may seem modest, they are
The Group is currently launching more than 50 residential
worth noting given the backdrop of global and Vietnamese
and hospitality real estate projects onto the market, offering
economic fluctuations, along with macroeconomic policy
a wide range of products including apartments, villas,
adjustments that have had adverse effects on the real
shophouses, 24/24 officetels, townhouses, resort villas, and
estate market.
branded resort villas, etc. Specifically, the units handed over

Contribution to the State Budget The job fair in 2023 at NovaWorld Phan Thiet (Phan Thiet, Binh Thuan) has attracted a large number of candidates from Binh Thuan province and
neighboring provinces to apply.
Novaland always fully complies with tax obligations and payables to the State Budget and in 2023, total tax obligations
and payables that the Group submitted to the State were VND 738 billion.

Giving priority for personel recruitment from localities invested by Novaland

Novaland continues to prioritize the personel recruitment and utilization from localities where Novaland invests and
Total tax contribution develops projects, aiming to enhance skills and workforce quality in the regions. The cumulative statistics of the number of
(Unit: VND billion) personnel employed by Novaland in localities and provinces outside of Hanoi/ Ho Chi Minh City until 31 December 2023
(Source: Novaland Group)
are as follows:

2,291
Locality Number of employees employed

1,664 Ba Ria – Vung Tau 103


1,459
1,387 1,303
1,285

1,083 Binh Thuan 605


1,093

739
Dong Nai 109

289 Others (excluding Hanoi - HCMC) 211

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Total 1,028

Total tax contribution

Note: This is exclusive of labour forces and/ or workers employed by the Contractors for Novaland’s projects.

107 NOVALAND ANNUAL REPORT 2023 108


GRI
Indirect economic impacts 203 Sustainable procurement practices

New suppliers that


Responsible investment, economic development and sustainable tourism development GRI
Proportion of
GRI were screened using GRI
New suppliers that
spending on local were screened using
204-1 308-1 environmental 414-1
suppliers social criteria
The Group ensures the harmonious development, in line with the tourism development strategy and the local economy by criteria
building large-scale urban and economic tourism areas, not only for Novaland and customers but also indirectly promoting
economic development, society and environment in the project areas Novaland is investing and developing.

According to the Group’s strategy, the roles and functions and tasks of the Procurement and Tender Committee are
enhanced and specialized in all areas of operation in the Group. The highlight is to more clearly shape the function of
Accompanying professional construction consultants and managers such as Hoa Binh strategic development and cooperation on tender supply for the Group, with the main objectives of optimizing supply
Construction Group, Coteccons, etc. Novaland develops and builds large-scale projects according and signing principle contracts; standardizing the scope of supply items and building price banks to control input materials,
to international standards; at the same time, develops a road transport system connecting the stable supply combined with diversification of forms of payment, product exchange between parties to bring long-term
city with the project, increasing urban beauty and reducing traffic density. benefits and sustainable development with strategic partners.

Real estate projects developed by Novaland contribute to creating a locality that gradually
Economy becomes an attractive destination for investment in the country and the world.
It is proposed that foreign suppliers employ unskilled Ask the construction site to provide a plan for the use
Contributing to promoting public-private dialogue, including cooperating with the community to Vietnamese workers to help create more jobs and improve of raw materials, simultaneously plan the orders and
ensure that local communities benefit from business activities, improving the value of real estate the capacity/ qualifications of local human resources with sign contracts on the principle of price retention. In
in the surrounding area, in the project areas being invested and developed by Novaland. a professional and effective working environment. case of material price increase, the investor supports
the adjustment of raw material prices, agreeing with
Prioritize the selection of local partners, making the most
suppliers in commitment to price stabilization during
of human resources in the provinces with project areas.
the peak period.
In addition to directly contributing to the promotion of labor demand, the Group also trains and
The tree nursery system is expanded to an area of tens
develops the necessary skills to enhance the career development opportunities of local human 100% of the infrastructure is local suppliers with the
of hectares and uses local human resources to take
resources. This helps to ensure job stability, increase opportunities and professional standards, advantage of local knowledge, using local workers.
care of trees.
and contribute to improving the value of workers and lives.
Complete price analysis data for the entire
Research and apply new technologies and
Indirect job creation in the local supply chain through the procurement of raw materials and professional bidding supply segment as a basis
Society new materials to optimize costs but still ensure
logistics services from small and medium-sized enterprises; indirectly boosting the local economy. for analyzing and evaluating contractor selection,
environmental friendliness. Green and sustainable
including: Construction prices, technical infrastructure,
Real estate projects developed by Novaland such as NovaWorld Phan Thiet, NovaWorld Ho Tram, material applications: Applications of modified wood
Mechanical and Electrical Plumbing (MEP) of regions,
Centara Mirage Resort Mui Ne, etc. with diverse facilities contribute to improving the experience used for outdoor wood works, Application of drones in
material prices for design consultancy options,
and service quality, meeting all the needs and tastes of domestic and foreign visitors; consolidating monitoring and rescue, Application of swimming pools
Design & Build (D&B) packages, the package involves
and developing local tourism into attractive destinations on the map of Vietnam and the world. for villas/ club houses/ projects with urgent progress
project supply and operational supply.
and and no space for technical rooms, CPVC pipe
application to ensure clean drinking water at the tap. Push forward the signing of Principle Contracts/
Annexes/ Minutes of delivery with contractors/
Minimize the status of exclusive supply through
Together with Viettel to deploy 5G generation mobile coverage at NovaWorld Phan Thiet; applying strategic suppliers to ensure stability in input material
additional supplier selection activities, building
AI technology to security management in Aqua City smart eco-urban area. prices and establish guidelines and coordination
relationships with strategic partners. There is always
principles to foster cooperation towards the shared
In 2022, cooperating with local organizations, unions and communities to launch and implement a backup plan for supply to meet the progress and
objective of Win-Win outcomes.
projects such as “Green Up Vietnam - Millions of trees for a brighter life”; the project on reducing quality committed to customers.
waste through organizing “Recycling Days” with the desire to improve the quality of the living Diversify payment methods for contractors/suppliers
Prepare contingency plans for the bidding process
environment, health and psychology of people in localities. by enhancing product exchanges with parters,
Environment in the context of many fluctuations in the domestic
offering flexible payment options and providing
In 2023, the Company continues to prioritize compliance with environmental regulations, focusing and foreign business situation due to unstable supply,
partners with the most practical opportunities to
on reducing energy and water usage throughout its business operations, and promoting the reuse many materials tend to increase dramatically due to
experience the Group’s products and services.
of electricity and water resources at its projects; conducts monitoring activities throughout the prolonged supply shortages, prolonged delivery times
construction process to ensure that environmental-friendly construction methods and measures in other countries, rising shipping rates, bottlenecks in Respect human rights, prohibit employing illegal
are adhered to by contractors. the supply chain are taking place on a global scale, etc. labor and child labor, avoid collaborating with
incompetent contractors, decline to facilitate illegal
Regularly monitor market price fluctuations for key
sand and mining activities, refrain from partnering
items (steel, concrete, etc.) to conclude fixed unit price
with contractors involved in past or ongoing labor-
principle contracts.
related litigation, etc.

109 NOVALAND ANNUAL REPORT 2023 110


IN ADDITION, THE GROUP ALSO IMPLEMENTS ACTIVITIES TO ENHANCE THE
EFFICIENCY OF SUPPLIER SELECTION TO MEET PROJECT DEADLINES AND
ENVIRONMENTAL IMPACT MANAGEMENT
QUALITY STANDARDS, INCLUDING:

• Develop evaluation criteria for specialized categories and apply online systems for the assessment of consultants and GRI GRI GRI
Material Energy Water and Effluents
suppliers across the entire Procurement and Tender Committee. 301 302 303

• Strengthen the assessment of the quality of goods/ services of consultants, suppliers and contractors.

• Coordinate with related departments to develop material standardization content.


Compliance
GRI GRI
Waste with laws and
306 2-27
regulations

Novaland integrates corporate activities with social, Projects under construction comply with the limit on the
environmental, and economic responsibilities to ensure that amount of groundwater exploited and used within the
environmental-friendly construction goals are adhered to by permitted range based on the approved construction plan.
suppliers, thereby improving the quality of life for customers,
At the same time, the process of recirculating (reusing)
neighboring communities, and society as a whole.
water is applied to irrigate trees at completed and put into
In challenging times, the Company remains committed to operation projects.
ensuring that its targets and benchmarks align appropriately
Novaland Group ensures the task of managing effluents
with the unique characteristics related to construction activities,
and waste generated, and closely monitors and monitors
particularly concerning the use of energy in construction
with many measures to optimize the quantity of effluents
equipment, transportation, and system operations. The Group
and waste from projects.
consistently maintains control over operational schedules
and material movement distances, while also implementing Effluent sources from the construction and operation of
high-efficiency equipment to minimize waste and conserve project works are treated in accordance with environmental
The construction site of Victoria Village project (Thanh My Loi Ward, Thu Duc City, HCMC) energy. Additionally, the adoption of new technologies during standards, and at the same time ensuring that monitoring
construction and project operations, along with diligent results are regularly reported to management agencies
monitoring and control of electrical equipment, aims to every 6 months as required.
Procurement and Tender Objectives in 2024 optimize energy consumption.
During the actual construction process, the Project
Water resources are used effectively by practicing water saving Management Boards strengthened the supervision of
• Make provisions for negotiations with domestic factories for imported goods avoids the risk of a global logistic crisis af-
during construction, promoting the inspection and control of implementation, coordinated with suppliers and related
fecting prices and progress.
raw water supply points during construction projects, as well units to improve the efficiency of waste recovery and
• Look for additional sources of environmentally friendly materials. as managing water use when operating buildings. recycling as well as signed waste collection contracts
with suppliers with full certification of eligibility for waste
• Standardize the design, Bill of Quantities (BOQ).
treatment activities in accordance with applicable laws.
• Value Engineering (VE) for designs, materials and equipment.

• Negotiate with strategic partners to allocate production volumes according to the capacity of each supplier to optimize
costs.

• Cooperate with departments to update and enhance working procedures, execute healtcare targets upon ISO standard.

• Expand the range of goods and services that sign principle contracts, strategic contracts, and price commitments in order
to utilize and optimize resources to avoid fluctuations; maintain and develop long-term relationships with strategic partners.

• Diversify payment methods for partners through: exchanging real estate products and services within the Group’s ecosystem
to optimize the Group’s financial plans, fostering sustainable collaboration and cooperation with the contractors/ suppliers.

• Continue upgrading the price bank to enhance control during the bidding process.

• Research and develop suitable criteria for suppliers and items that meet the “green” standards for selected projects in the
Group’s ESG strategy.

The United Cup Vietnam 2024 Golf tournament at NovaWorld Phan Thiet (Phan Thiet, Binh Thuan)

111 NOVALAND ANNUAL REPORT 2023 112


HUMAN INVESTMENT AND DEVELOPMENT 2. Structure of qualified, young and equal human resources

Novaland builds a team of uniform, creative and dynamic employees, with 57% of employees aged 30 - 40. The team is
Human resources management composed of competent, enthusiastic individuals well-suited for multitasking and concurrent roles in the current scenario.

Human resources by age Human resources by seniority


Workers (Source: Novaland Group) (Source: Novaland Group)
GRI GRI GRI Management GRI
Employees who Employment
2-7 2-8 3-3 of material 401
are not
topics 4%
employees 16%
26%
23%

GRI Occupational GRI Diversity and Equal GRI Diversity of governance


54%
403 Health and Safety 405 Opportunity 405-1 bodies and employees

20%

57%

1. Human resources structure in 2023 and Development plan in 2024

In 2023, the market economy continued to present Given the economic forecasts for 2024, it is essential Under 30 30 - 40 40 - 50 Over 50 0 - 3 years Over 3 - 5 years Over 5 years
challenges for many sectors, particularly the real estate to continue adapting to new strategies and policies to
industry, which faced numerous difficulties and obstacles. stabilize, maintain, and develop the workforce in the
The Group implemented a comprehensive restructuring changing context. Moreover, in localities where Novaland is
strategy, including streamlining the workforce, establishing investing and developing projects, the Group will prioritize
and reallocating resources towards multitasking and the use of indirect labor and strengthen the establishment
concurrent roles in line with operational objectives. This of standardizing and monitoring of resources mobilized by Despite the unique nature of the business sector, Novaland consistently strives for gender equality in labor relations.
trend also aligns with global practices adopted by major partners to ensure compliance with SD requirements. This is reflected in the near-equivalent ratio of male and female employees within the Group.
corporations worldwide.

Human resources by gender


Number of employees each year (Source: Novaland Group)
from 2014 to 2023
(Source: Novaland Group)

2,210 2,247 2,248


2,193
1,991

1,765
1,581 49% 51%

1,404
1,091
1,028

Male Female
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

One of the training and human resource development activities of the Group

113 NOVALAND ANNUAL REPORT 2023 114


3. Average salary over the years

The proportion of management-level personnel accounts for 6%, with those aged 40 and above comprising 19% of this In the comprehensive restructuring plan, the Group maintains stability in its core workforce. Simultaneously, Novaland
group. This age group represents a key, mature workforce with a wealth of experience, expertise, and high labor efficiency. streamlines its organizational structure, halting personnel recruitment for projects for which the Group decides to shift its
development strategy, aiming to partially optimize personnel costs.

Management-level personnel Management-level personnel Management-level personnel


(Source: Novaland Group) by age by seniority
(Source: Novaland Group) (Source: Novaland Group)

Average salary over the years


(Unit: VND)
6% (Source: Novaland Group)

19%

30%
43,632,558
42,591,265
42,163,062
37,366,893
49% 35,610,176

29,409,020

81% 21% 22,586,703


22,703,557
20,644,255
94%

Management levels Employees ≥ 40 years Others 0 - 3 years Over 3 - 5 years Over 5 years

2015 2016 2017 2018 2019 2020 2021 2022 2023

In 2023, with a focus on restructuring and reallocating the workforce, the Group putting more efforts in evaluating
work efficiency, selecting and promoting core personnel with sufficient capabilities, to assume new roles, aiming for a
multitasking and concurrent model.

4. Maternity leave
Promoted personnel Human resources by seniority
(Source: Novaland Group) (Source: Novaland Group) Female employees are guaranteed maternity leave in
accordance with the law. In addition to social insurance
benefits, the comprehensive health and accident
10% insurance program named “NovaCare” provides many
21% additional benefits for female employees during
maternity leave such as: package birth services, home
care nurses, newborn care, nursing costs, etc.
39%

40%
90%

0 - 3 years Over 3 - 5 years Over 5 years


Management levels Employees

115 NOVALAND ANNUAL REPORT 2023 116


5. Comprehensive welfare program 6. Ensuring occupational health and safety
The Group maintains and increasingly diversifies its welfare policies to motivate and recognize the positive contributions 100% of employees enjoy policies and ensure occupational the projects. The investment cost for safety assurance
of employees when working at Novaland. health safety indicators. is included in the project investment costs through
contracts with construction contractors, ensuring high safe
Besides participating in compulsory insurance according
a. Salary and bonus policy to the State’s regulations, the Group expands the scope of
operation efficiency and meeting the required capacity
and experience in construction, which also mandates
Holiday/ Tet bonuses, year-end bonuses, performance-based bonuses for employees, as well as other rewards such as health care with the comprehensive health and accident
compliance with labor safety requirements as a condition
gifts for International Children’s Day, gifts for Women’s Day (March 8th, October 20th), Mid-Autumn Festival gifts, Lunar insurance program “NovaCare” for employees to feel
of these construction contracts.
New Year gifts, and birthday gifts, etc. secure in their work.

The goal of occupational health and safety is the


b. Welfare policy most important for Novaland, the Company has the
characteristics of operating in real estate industry to
Annual health check-up provide a healthy and safe working environment for all
employees of the Group, as well as suppliers.
The health check-up program for 2023 has been Ecosystem experience
implemented by the Group for employees. Through health With ISO 45001:2018 International Standard, the Group
Employees and their families are given the opportunity
status reports, Novaland continues to propose and develop receives the Certificate of Occupational Health and
to experience utility services at projects developed by
further plans to better care for its employees, etc. Safety Management System (OH&S), thereby ensuring
the Group.
the control of health and safety risks in all activities. By
NovaCare program for employees and relatives establishing and maintaining an effective occupational
Employee bonding activities
health and safety management system throughout the
In addition to the insurance regime for employees in Programs such as Nova Discovery, Year-End Party in 2023, implementation process, we aim to enhance organizational
accordance with the labor law, the Group provides etc. increases interaction and fosters employee which efficiency and minimize occupational accidents and
NovaCare health insurance program for employees and creates commitment and active contributions to the illnesses for our employees, workers, and laborers at
relatives with the purpose as: comprehensive health care Group’s goals and values, playing a crucial role in shaping
for employees and relatives, sharing financial risks for the organization’s success.
employees once sickness, accidents, helping employees
worry-free and effortfully in work. Accordingly, employees 7. Measures to manage occupational health and safety effectively
and their relatives will enjoy insurance benefits, including
benefits in case of accidents, sick treatment, hospitalization, • Coordinate with organizational units to train and certify all-labor jobs.
surgery and outpatient treatment with a benefit payment
• All contractors participating in the project are required to have a “Safety, Health, and Environment Plan.” This plan includes all
limit equal to or higher than the market.
guidelines, regulations, provisions for regular and ad-hoc training, risk assessments, emergency response plans, safety and security
controls, as well as environmental hygiene measures to ensure safe construction work and safeguard the health of workers.

• All personnel involved in the project must be in good health and undergo safety training before participating in construction ac-
tivities. For tasks with strict requirements, these personnel must hold valid training certificates corresponding to the responsibilities
of their positions.

• Periodically organize training and practice first aid training to hone skills for employees before incidents in the office and on the
construction site.

• Execute safety training before allowing operation.

• Regular monitoring of work according to occupational safety procedures and standards and management of construction equip-
ment, people and operations.

• Evaluate the effectiveness of safety management periodically with suppliers as well as project management boards.

• Use remote management technology through the monitoring camera system deployed at projects and construction sites to
manage, monitor and have timely interventions and support.

• Assess risks and implement preventive measures before construction.

• Promptly address incidents, implement corrective measures, and summarizie lessons learned to prevent future occurrences.

• Ensure occupational safety and environmental hygiene in the construction area to safeguard the well-being and health of workers.

To achieve the goal of ensuring occupational health and safety, Novaland focuses on further promoting safety management;
in addition to enhancing the propagation of working and occupational health information to employees of the Group as
well as the stakeholders.

117 NOVALAND ANNUAL REPORT 2023 118


Education and training Total number of attendance turns and training hours The total number of training hours in 2023 is 15,349 hours,
of employees in 2023 of which the total number of training hours for high-level
(Source: Novaland Group)
managers is 256 hours (average 7.1 training hours/year),
middle-level managers is 4,387 hours (average 16.2 training
hours/year) and employee level is 10,706 hours (average 13.7
Average hours of training per year per employee 10,706
GRI training hours/year). The average training time for employees
• Classified by gender
404-1 at all levels at Novaland Group in 2023 is 14.1 hours/year.
• Classified by employee category 8,354

Summary of training hours in 2023 by gender


(Source: Novaland Group)

4,387 Number of Number of Average training


Gender
training hours employees hours
GRI Programs for upgrading employee skills and transition
assistance programs 3,224
404-2 Female 8,176 531 15.4

256 Male 7,173 560 12.8


192
High-level managers Middle-level managers Employee level

GRI Percentage of employees receiving regular Training hours Attendance turns

404-3 performance and career development reviews

1. Number of training hours per year per employee 2. Programs for upgrading employee skills

In 2023, Novaland Group’s Training and Development The training methods implemented include both classroom- a. Project/ project cluster management personnel training program group
Department successfully conducted 95 training courses based training and online training through tools such as MS With 12 training sessions focusing on key topics such as: Following the program, the Group has acquired a team of
for the Group’s employees. Additionally, regular skill Teams and the Group’s E-learning platform. change expectation, business development knowledge, personnel with standardized expertise and readiness in project
enhancement sessions were organized, introducing the legal knowledge, human resource management knowledge, management, as well as preparedness for upcoming tasks.
Furthermore, the library located in the “Knowledge
ecosystem and newly launched amenities, along with and coordination in business operations, etc., we provided
Hub” zone and with nearly 1,000 books in operation
offering promotional programs for the Group’s employees. specialized knowledge to the core team of Project/ Project
since September 2023, has actively served the needs of
The training programs continue to maintain diversity book lovers through activities such as on-site reading/ Cluster Management.
and focus on key training areas aimed at nurturing and borrowing, book exchanges, sharing impressions, and book
developing individuals, including: orientation training for recommendations. In 2024, the Training and Development
new employees, specialized training programs for project Department outlines plans to digitize library management b. The group’s orientation and core values
cluster personnel (GM), regular workshops/ training features to enhance user experience and further meet the training program group
programs for the Commercial Committee, alongside demand for reading, which is considered an effective form
reinforcing and enhancing knowledge of internal processes of self-learning and proactivity among employees. With 23 orientation training programs tailored for newly
and regulations within/ across departments. recruited employees, 243 individuals have been trained to fully
grasp the Group’s information such as the Code of Conduct,
Core Value, project details, and development orientation,
empowering Novators with opportunities to understand
the products and services. This enhances their proactive
awareness to become brand ambassadors and uphold the
collective spirit and cultural values throughout the formation
and development journey of the Group.

c. Sales team training program group

In 2023, accompanying the sales team, the training programs


included: 20 workshops on the Group’s information, product
knowledge, and consulting skills; the Nova Discovery practical
experience program for BAM.

These programs provided timely insights and new information,


thereby enhancing the knowledge and skills of the sales team.

119 NOVALAND ANNUAL REPORT 2023 120


3. Percentage of employees receiving regular performance and career development reviews
CREATING AND SHARING VALUES
100% of employees at the Group are eligible for annual assessments is carried out for all employees regardless of rank
performance management system (PMS) assessment. The or gender, through both BSC system and PMGM (Performance
organization of the implementation of periodic performance & Goal Management) system on SAP Success Factor. GRI
Customer health and safety 416

4. Development orientation for training activities in 2024

After nearly a year of economic challenges and fluctuations, Consistently striving to improve the quality of customer
In 2024, training activities will focus on two main items:
the domestic real estate market began showing signs service, in the past year, the Group has welcomed 18,133 turns
• Training and developing a competent management team to meet organizational requirements. of recovery in the latter half of 2023. Novaland Group, of customer to visit to the office and received 16,500 inquiries
committed to overcoming these challenges, has undertaken through the hotline. The Company always tries its best efforts
• Training on internal procedures and regulations according to hierarchical positions. comprehensive restructuring efforts, which include refining its to find suitable solutions to ensure the interests of all parties,
operational model and reorganizing its structure to focus on fostering continued trust and loyalty among customers. As
core business activities in line with evolving strategic objectives; a result, we achieved a 92% satisfaction rate in addressing
Accordingly, the training program will expand as follows: concurrently, the Group has been working on financial solutions customer requests.
and engaging in negotiations with customers, contractors,
Moreover, during the last three months of 2023, the Nova
bondholders, and partners, etc. aiming to find suitable options
Discovery program, designed to show appreciation to
that balance the interests of stakeholders.
customers owning units at NovaWorld Phan Thiet, welcomed
848 turns of customer to experience the evolving and gradually
perfected series of amenities at the project site.

New employee Pusing forward Implementation Training programs Programs on


orientation training programs of product and for management- corporate culture
training. on regulations service training level personnel. and core value of
and laws. for the sales the Group.
team.

121 NOVALAND ANNUAL REPORT 2023 122


GRI
Local communities 413

The academic year 2022 - 2023 marked the second consecutive year that the
Group has collaborated with DEG Impulse to implement the project “Free English
2023 CSR program and informatics courses with international standard for primary students” in
Dong Thap and Binh Thuan.

In 2023, despite facing numerous difficulties and challenges, with its commitment to sustainable development and community
engagement, Novaland Group continued to uphold meaningful annual CSR activities, actively contributing to education and
enhancing social welfare.

On August 23, 2023, contributed to the “Supporting children


to school” Education Promotion Fund in Binh Thuan in 2023.

Maintain meaningful volunteer activities in various communities, including distributing


Tet care packages to those facing hardships; offering opportunities for local residents
to explore and experience the new amenities and services operated in projects with
special incentive policies, etc.
On December 22, 2023, awarded 200 “Overcoming difficulties
to study well” scholarships to students of VNU - HCMC for the
4th time during the academic year 2022 - 2023.

123 NOVALAND ANNUAL REPORT 2023 124


Orientation for 2024 CSR program Stakeholders

Accompany from the Project


2024 CSR PROGRAM Management Division (GMD)
Accompany from the personnel of specialized Novaland
departments, committees.

The Group continues to accompany local communities where the Group invests and develops Customers and Investors:
projects, focusing on social welfare and creating sustainable jobs for local residents. Contribute through CSR activities upon the
At the same time, the Group engages in communication activities to raise awareness within the product purchase/ participation/ projects
TARGETS visitation and experience. The Press Customers
community. Moreover, the Group focuses on researching, applying and implementing effective
and Investors
solutions to contribute to the common goal of “Net Zero” (*) Minimize the use of electricity from polluting
energy sources. STAKEHOLDERS

Enhance neutralization Accompany member Employees:


Reduce carbon during Directly participate in the sustainable activities
of the minimum amount companies to develop
project construction and and programs, take pride in the contribution of
of carbon produced in projects, support & build
METHODS building operation.
specific activities for the oneself for the society.
production activities.
community.
The Public:
The Public Employees
Take interest in and show goodwill to the Company
(1) Reduce the use of Continue community (1) Flexibly, proactively with a strong sense of social responsibility.
electricity from easily activities on environment, advise the project
polluting energy education and social development team to The Press:
sources such as coal, security. carry out supporting Understand, support and accompany the Company.
oil, etc.; Increase the and funding activities
use of electricity from for social security,
environmentally friendly education, health and
energy sources such as social development
solar energy, wind energy. in accordance with
the needs of the local
(2) Apply/ Pilot
community.
implementation of the
PROGRAMS circular economy model in (2) Continue to
at least one typical project provide employment
developed by Novaland. opportunities and
contributing to social
(3) Enhance green
welfare by continually
coverage at current
improving and operating
projects.
ecosystem facilities,
(4) Work with partners on thereby enhancing
initiatives related to Net the quality of life and
Zero and greenhouse gas uplifting the morale of
emissions reduction. workers.

Local community, customers, partners, employees, etc.


BENEFICIARIES

(*) Commitment of Vietnam and nearly 150 countries around the world to bring net emission to “zero” by 2050 at COP26 (Source: kinhtemoitruong.vn)

Mr. Bui Thanh Nhon, Chairman of the Board of Directors, delivering a speech at the 2023 annual general meeting of shareholders

125 NOVALAND ANNUAL REPORT 2023 126


05
BUSINESS
ACTIVITIES

Perspective of The Grand Manhattan project (District 1, HCMC)

127 NOVALAND ANNUAL REPORT 2023 128


BUSINESS PERFORMANCE REPORT Profitability ratios
(Unit: %)
(Source: Novaland Group)

OF THE BOARD OF MANAGEMENT


90
78
80

70

60

Business Performance in 2023 50


41 38
40 36
31
29
30 28
Throughout the later months of 2022, amidst considerable Earnings before interest, depreciation and amortization 23
20
volatility and numerous challenges, the Group embarked on (EBITDA) stood at VND 646 billion and Earnings before 20 15 14
a period of decisive action upon entering 2023. Novaland interest and taxes (EBIT) reflected a loss of VND 460 10
9
5
10

undertook a comprehensive restructuring, altering its billion, showing declines of 76.9% and 126.2% respectively 1
0
operational model and revamping its organizational compared to 2022, correlating with the decrease in
2019 2020 2021 2022 2023
structure to better suit and respond to market changes. By revenue. At the same time, Gross profit in 2023 amounted
the end of 2023, the Group had witnessed promising initial to VND 1,322 billion, a decrease of 68.9% compared Gross profit/Net revenue NPAT/Net revenue ROAE
results; however, due to the persisting challenging situation, to the previous year, largely attributed to late project
the overall business performance for the year 2023 failed to handover. Moreover, Total selling expenses decreased by
exceed that of 2022, falling short of the targets set forth at 69.6% y-o-y, paralleling the declining revenue and profit
Regarding real estate projects, after a brief temporary Aqua City leads the trend in demand for housing and
the Annual General Meeting of Shareholders in June 2023. of the Group. Meanwhile, General and administration
suspension at the end of 2022, the Group proceeded to real estate investment shifting towards satellite urban
expenses in 2023 saw a slight decrease compared to
Net revenue and Profit after tax in 2023 amounted to restart several central urban area and large-scale urban areas. The project boasts outstanding advantages with
2022, totaling VND 1,490 billion.
VND 4,757 billion and VND 486 billion respectively, down area projects such as Aqua City (Dong Nai), NovaWorld Ho convenient infrastructure connections to central Ho Chi
57.3% and 77.7% compared to 2022. Specifically, Net The not-so-good variables of the Group’s revenue - profit Tram (Ba Ria - Vung Tau), and NovaWorld Phan Thiet (Binh Minh City and surrounding areas, along with an integrated
revenue from sales of real estates continued to be the figures in 2023 made the Compound Annual Growth Thuan), with the support of financial partners, contractors ecosystem of amenities and synchronized infrastructure.
core business sector and recorded at VND 4,090 billion, Rate (CAGR) regarding the business performance in and construction units, etc. As a result, the Group continued A series of significant facilities and amenities have been
accounting for 86% of Total net revenue and decreasing the period 2019 - 2023 all at negative level. Specifically, to deliver more products at NovaWorld Phan Thiet, completed and are ready to serve residential needs, such
by 55.6% compared to the previous year. Net revenue from during this period, the CAGR of Net revenue, EBITDA, NovaWorld Ho Tram, Aqua City, and several projects in Ho as the Aqua Marina - Square Complex, multi-purpose
rendering of services for corporate management, project and Profit after tax reached -18.8%, -29.3% and -38.5% Chi Minh City, contributing VND 4,090 billion to the Group’s Aqua Sport Center, Aqua Security Center, Nova Mall
development, sales consultancy and other services in 2023 respectively. net revenue in 2023. Shopping center, clubhouses, riverside park, etc. In 2024,
declined by 65.4% compared to the same period of 2022, the Group continues to focus on completing this project
In the past year, consistently elevated inflation has
recorded at VND 667 billion. to hand over to customers in phases.
continued to impact the global economy, prompting the
Business Performance 2019-2023 implementation of stringent monetary policies aimed at For the hospitality real estate segment, NovaWorld Phan
(Unit: VND billion) controlling inflation, leading to fluctuations in exchange Thiet - the Coastal Economic Tourism and Entertainment
(Source: Novaland Group, EBIT and EBITDA excluding financial profit and other profits (losses))
rates. Thus, these fluctuations and inflation have indirectly Metropolis with a scope of nearly 1,000 hectares enjoys
16,000
affected the Group’s revenue and profit, which has not the advantage of fast connectivity from Phan Thiet
14,903
been significant, particularly in terms of foreign currency- to Ho Chi Minh City via the HCMC - Dau Giay - Phan
14,000 denominated loans and bonds. In the other hand, legal Thiet expressway, taking only 1 hour and 40 minutes. This
bottlenecks and limited access to capital have contributed project generated nearly VND 1,500 billion in Net revenue
12,000
10,931
11,134 to a sluggish real estate market, characterized by a sharp from sales of real estates in 2023, with the handover of
10,000 decline in supply and liquidity. This has severely restricted houses in Florida phase, along with a range of completed
the ability of real estate enterprises, including Novaland, to amenities such as seaside restaurants, Festival
8,000
raise capital and access new funding sources. Commercial Street, Wonderland Water Park; Movenpick
6,000
5,026 Resort Phan Thiet, Radisson Resort Phan Thiet, K-Town
4,504
4,757
In response to these challenges, since late 2022, Novaland
3,907 3,519 3,455
Resort Phan Thiet, Wonderland Resort Phan Thiet, etc. In
4,000 3,387 has undergone a comprehensive restructuring, altering its
2,593 2,798 2,182 2024, the project continues delivering houses to residents
operational model and reorganizing its structure to better
2,000 1,660 1,377 1,755
646
while finishing and operating a variety of new amenities
379 486 suit and adapt to market changes. As of now, the Group
0
(460)
to satisfy the needs for accommodation, entertainment,
has essentially completed the restructuring of debts and
2019 2020 2021 2022 2023
and team building, etc.
bonds, negotiating and resolving most of the issues with
contractors, partners, as well as customers and other Moreover, as a hospitality real estate project, NovaWorld
Net revenue EBITDA EBIT Profit after tax
stakeholders. Ho Tram contributed nearly 22.8% to Net revenue from
sales of real estates, showing in hundreds of new residents
At Aqua City - Smart Ecology Satellite Township (Dong Nai),
Similarly, the Group’s profitability ratios have not improved Owners’ equity reached VND 45,303 billion, increased moving into houses in The Tropicana and Wonderland
Novaland continues to progress with product handovers,
compared to 2022. Net profit margin continues to decline due to the undistributed post-tax profits. Return on subdivisions. In 2024, NovaWorld Ho Tram will continue
contributing 10.5% to the Group’s Net revenue from sales of
by over 9 percentage points, from 19.6% in 2022 to 10.2% in average equity ratio significantly dropped to 1.1% to hand over houses while completing and launching a
real estates in 2023. This remains a key project of the Group,
2023. Likewise, Gross profit margin stood at 27.8%, a decrease compared to the previous year’s 5.1%. series of new coastal entertainment amenities.
contributing to revenue and profit in the upcoming years.
of over 10 percentage points compared to 2022 (38.2%).

129 NOVALAND ANNUAL REPORT 2023 130


Asset analysis
Liabilities 2019-2023
(Unit: VND Billion)
Total assets of Novaland reached VND 241,486 billion by the end of 2023, reflecting a 6.3% decrease compared to (Source: Novaland Group)
December 31, 2022, primarily driven by the decline in Non-current assets. Notably, Current assets remained at a high 250,000
level, constituting 79.2% of Total assets at VND 191,155 billion, representing a decrease of 3.5% compared to December 212,917
31, 2022. In 2023, amidst a sharp fall in profit, the average returns on average assets approached 0.19%, compared to
200,000 196,184
0.95% in the previous year.
160,661
150,000
134,743 108,901
112,604
100,000 111,446
Total assets 2019-2023 65,518
81,177
(Unit: VND billion)
(Source: Novaland Group) 50,000 87,283
46,709
78,174
300,000 49,215
18,809 31,427
257,735 0
2019 2020 2021 2022 2023
250,000 241,486

59,620 Short-term liabilities Long-term liabilities


201,834
50,332
200,000

45,785

150,000
144,536 Taxes and payables to the State paid in 2023 were VND 739 Regarding the Equity and Total assets structure, as of
billion, decreasing by VND 564 billion compared to the amount December 31, 2023, the Equity-to-Total assets ratio stood
30,332
of VND 1,303 billion in 2022, of which the Value-added tax at 18.8%, an increase from the 17.4% recorded in 2022,
89,979 198,115
100,000 191,155 and Corporate income tax constituted 77% of the total paid primarily due to the partial decline of the Group’s debts and
18,784 156,049 amount in 2023. financial borrowings. The Net Debt-to-Equity ratio and the
114,204 Debt-to-Total assets ratio remained stable at 1.2 times and
50,000
Owners’ equity at the end of 2023 stood at VND 45,303
71,195 0.24 times, respectively.
billion, increasing by 1.1% from December 31, 2022 due to
0 Undistributed post-tax profits. Total undistributed post-tax
2019 2020 2021 2022 2023
profits were recorded at VND 13,494 billion, reflecting the
increase of 4.7% y-o-y.
Current assets Non-current assets

Total assets and Owners’ equity 2019-2023


(Unit: VND Billion)
(Source: Novaland Group)

300,000 35%
Current assets experienced a 3.5% decrease compared to the same period in 2022, driven by the rise in Short-
the end of 2022, primarily attributed to the withdrawal of term advances from customers in hospitality real estate 257,735
241,486 30%
receivables and a decline in balances of Cash and cash and satellite township, Short-term accrued expenses in 250,000
27%
equivalents due to expenditures on business operations hospitality real estate, and Other short-term payables. 201,834
25%
and debt repayment. Long-term liabilities decreased by 19.2% compared 200,000
22%
to December 31, 2022, reaching VND 108,901 billion, 20% 17% 19% 20%
As of December 31, 2023, Non-current assets reached
primarily due to the reduction in Other Long-term 150,000 144,536
VND 50,332 billion, marking a 15.6% decrease compared
payables related to project development and investment 15%
to December 31, 2022, primarily associated with project
cooperation activities and Long-term borrowings and 100,000 89,979
development and investment cooperation activities
financial lease liabilities. It is evident that both Short- 10%
recorded in the section of Other long-term receivables.
term and Long-term borrowings and financial lease 41,173 44,818 45,303
50,000 31,932 5%
As of December 31, 2023, Total liabilities amounted to VND liabilities have decreased, reflecting Novaland’s efforts 24,461

196,184 billion, decreasing by 7.9% compared to December in restructuring debts and bonds by exchanging them
0 0%
31, 2022. In particular, Short-term liabilities made up 44.5%, for real estate products or tranfering projects to to 2019 2020 2021 2022 2023
amounting to VND 87,283 billion, up 11.7% compared to restructure liabilities.
Total assets Owners’ equity Equity-to-Total assets

131 NOVALAND ANNUAL REPORT 2023 132


Asset analysis (continued) Improvements in organizational structure, policies and
management
Since late 2022, the Board of Management has been zone I and V of the Aqua City project (Dong Nai) have
Leverage ratios 2019-2023
(Unit: Times)
resolute and persistent in executing a comprehensive obtained permits to develop future real estate for low-
1.4
(Source: Novaland Group) restructuring, altering the operational model, and rise residential units, continue implementing construction
1.26 reshaping the organization to better suit and adapt to and sales of items according to the approved detailed
1.2
1.17 1.2 market changes. Amidst challenging cash flow and liquidity planning. Similarly, NovaWorld Phan Thiet (Binh Thuan)
1.15
1.05 scenarios, the emphasis on restructuring underscores has completed adjustments to the detailed planning at
1 the Company’s efforts in ensuring harmonized benefits 1/500 scale for all project components. Furthermore,
for stakeholders. Additionally, the Company has worked Novaland has prioritized the construction and delivery
0.8
closely with local authorities and relevant agencies to of real estate products by phases.
remove legal bottlenecks in various projects. For instance,
0.6

The Group’s corporate social responsibility


0.4 0.38 0.34
0.30
0.25 0.24
0.2

Despite facing changes and fluctuations in the economy as and the NovaWorld Festival 2023 in NovaWorld Phan
0 well as unfavorable factors in the real estate market, the Group Thiet - the Coastal Economic Tourism and Entertainment
2019 2020 2021 2022 2023 remains steadfast and consistent in comprehensive alignment Metropolis, etc., thereby contributing to increasing tourist
with corporate governance and ensuring the integration arrivals, extending their length of stay, boosting revenue,
Net Debt-to-Equity Debt-to-Total assets
of sustainable development requirements in each area of and creating new job opportunities for local residents.
operation. This aims to enhance adaptability in the new
In terms of environmental responsibility, the Group has been
context and contribute significantly to achieving sustainable
enhancing management efforts to control environmental
social development goals.
impacts, ensuring efficient use of resources, researching
Liquidity ratios 2019-2023 In terms of social responsibility, the year 2023 was still and deploying smart construction products, applying new
(Unit: Times) filled with many difficulties and challenges. However, technologies in construction activities tailored to each
(Source: Novaland Group)
with a focus on sustainable development orientation and project, and implementing effective energy-saving solutions
4 3.79
community engagement, Novaland continued to uphold to reduce greenhouse gas emissions, at the same time,
3.63 meaningful annual community activities, accompany positive continuing to optimize environmental and social solutions
3.5 contributions to the education sector and enhance social in projects currently being implemented in the coming time.
3.17
welfare in localities. Additionally, the Group organized and
3
2.53 supported various events aimed at promoting tourism in
(Refer to the detailed assessment of employees, corporate responsibilities
2.5 different regions, including the opening ceremony of the 2023 and environmental indicators reported in Chapter 04 - Sustainable
2.19
National Tourism Year “Binh Thuan - Green Convergence” Development)
2

1.5

1
0.74
0.87
0.93
0.81
0.6
Business plan in 2024
0.5
Towards 2024, Novaland will continue focusing on the results achieved in 2023, respectively. To achieve the
0
development of real estate products under stage 2 with the above targets, Novaland has prepared a plan in terms of
2019 2020 2021 2022 2023
main product lines including residential real estate in HCMC business plans, financial resources and human resources, in
and surrounding provinces, hospitality real estate in cities which the Group’s top priority is to remove remaining legal
Current ratio Quick ratio
with vast tourism potential. obstacles in projects. This will be an important premise for
the Group to continue to carry out construction activities
For the 2024 plan, Novaland plans to submit to the General
and hand over units by phases to customers, and at the
Meeting of Shareholders the targets with consolidated net
same time conduct the financial restructuring to ensure
revenue of VND 32,587 billion and profit after tax of VND
The Group’s liquidity ratios continued to experience Meanwhile, the quick ratio at the end of 2023 was 0.6 the interests of customers, lenders, bondholders, suppliers,
1,079 billion, 6.8 times and 2.2 times higher than the operating
a downward trend in 2023. Specifically, the current times, down from 0.81 times in 2022. and shareholders, etc.
ratio decreased to 2.19 times from 2.53 times in 2022.

133 NOVALAND ANNUAL REPORT 2023 134


PROJECTS UNDER DEVELOPMENT

Smart Ecology Satellite Township - Aqua City


• Officially launched to the market in June 2019, Aqua City with a scale of nearly 1,000
hectares, has been being developed under the smart ecology satellite township model in
Novaland’s satellite township projects.

• Aqua City is located in Long Hung Commune, Bien Hoa City, Dong Nai - a strategic location
that is accessible to inter-regional arterial roads, created a multi-dimensional transportation
network. After completing the infrastructure, it will only take 20 minutes to travel from the
project location to the center of HCMC or Long Thanh International Airport.

• With synchronized completed planning, nearly 70% of the project area is dedicated to green
landscapes, transport infrastructure and modern internal facilities to meet green quality
living needs of the residents.

• In 2023, Aqua City continuously handed over houses in Sun Harbor 2 (The Suite), Sun Harbor
3 (The Elite 1) and Ever Green 1 (The Grand Villas) phases, and at the same time, complet- The Smart Ecology Satellite Township Aqua City (Bien Hoa, Dong Nai)
ed various amenities including: Aqua Marina - Square Complex, multi-purpose Aqua Sport
Center, Aqua Security Center, riverside park, clubhouse, etc.

• In 2024, Aqua City continues completing and handing over houses in Sun Harbor 2 (The
Suite), Sun Harbor 3 (The Elite 1), Ever Green 1 (The Grand Villas) and River Park 2 (The Valencia)
phases. Besides, a series of entertainment - culinary amenities will be also implemented
and put into operation, expectedly making Aqua City to be the leading entertainment and
culinary riverside tourist destination in the region.

PROJECT INFORMATION

Location Product types


Long Hung Commune, Semi-detached Villas, Detached Villas, Townhouses,
Bien Hoa City, Dong Nai Shophouses

Scale Handover period


Nearly 1,000 ha From 2022, phase 1 has been put into operation

Aqua Marina - Square & International standard marina at Aqua City (Bien Hoa, Dong Nai)

135 NOVALAND ANNUAL REPORT 2023 136


PROJECTS UNDER DEVELOPMENT

The Coastal Economic Tourism And Entertainment


Metropolis - NovaWorld Phan Thiet
Located in Tien Thanh Commune (Phan Thiet City, Binh Thuan), NovaWorld Phan Thiet - the Coastal Economic
Tourism and Entertainment Metropolis with a scale of nearly 1,000 hectares, has been being well-planned with
an investment capital of up to USD 5 billion, which is expected to be a leading international destination of the
region, meeting the needs of tourism and entertainment for the residents, domestic and international tourists,
and becoming an ideal choice for large-scale events and festivals as well as team building, sports tourism, MICE
and Wellness tourism.

• Having a fast route from HCMC to Phan Thiet via HCMC - Dau Giay - Phan Thiet expressway within 1 hour 40
minutes.

• Well-planned with hundreds of world-class unities. NovaWorld Phan Thiet has put into operation a series of
facilities, such as: 36-hole PGA Ocean Golf Course, high-class Sport Complex; Miami Bikini Beach Marina Park
Square; Circus Land Amusement Park; Wonderland Water Park; Movenpick Resort Phan Thiet, Radisson Resort The Florida phase at NovaWorld Phan Thiet (Phan Thiet, Binh Thuan)
Phan Thiet, K-Town Resort Phan Thiet, Wonderland Resort Phan Thiet; Clubhouse chain; coastal restaurant
chains such as Dragon Hot Pot, Hai Cang Seafood Restaurant, Aloha Beach Club, K-House, etc.

• Festival Street has been attracting many domestic and foreign culinary - shopping - health care brands to
expand their business with over 50 brands, with an occupancy rate of nearly 90%.

• In 2023, NovaWorld Phan Thiet continuously handed over houses in Florida phase. Up to now, many handover
products have been completing interior construction for relaxation purposes combined with rental accommo-
dation and business operations to catch up with the strong growth wave of the Binh Thuan hospitality industry
in general and NovaWorld Phan Thiet in particular.

In the coming time, NovaWorld Phan Thiet will continue to hand over houses to the residents in parallel with completing
and putting into operation a series of new amenities, to meet the needs of accommodation, entertainment, team
building, etc. such as Wonder Hill - a unique, large-scale project expected to become a highlight of NovaWorld
Phan Thiet and Binh Thuan province; Dino Park with nearly 100 dinosaur models of all species, Safari Cafe and
Madagascar - semi-wild safari cafe model and Madagascar with a collection of life-size animal models, etc.

PROJECT INFORMATION

Location Product types


Lac Long Quan street, Resort Villas, Resort Townhouses, Shophouses,
Phan Thiet City, Binh Thuan Shop Villa, PGA Golf Villas, Boutique Shoptel

Scale Handover period


Entertainment - Sports - Teambuilding complex at NovaWorld Phan Thiet (Phan Thiet, Binh Thuan)
Nearly 1,000 ha From 2022, phase 1 has been put into
operation

137 NOVALAND ANNUAL REPORT 2023 138


PROJECTS UNDER DEVELOPMENT

Hospitality Real Estate - NovaWorld Ho Tram


Stretching along the 30km coastal road from Loc An to Binh Chau, NovaWorld Ho Tram - Hospitality
RE with a scale of nearly 1,000 hectares, launched 06 subdivisions to the market up to now: The
Tropicana, Wonderland, Morito, Habana Island, Long Island and Binh Chau Onsen with multi-color
architecture, planning based on the idea of bringing the world’s elite to Ho Tram. NovaWorld Ho
Tram attracts a diverse range of investment customers as well as domestic and foreign tourists by
the following advantages:

• Inheriting the pristine nature of Ho Tram, harmoniously combining the adjacent forest and sea
terrain, it is only 90 minutes away from HCMC and only 60 minutes to Long Thanh Airport.

• Diversified and classy internal and external amenities have been put into operation: Seava Ho Tram,
Ocean Pool; Tropicana Park; Lagoon canal, beach square, high-class clubhouses, shophouse blocks,
etc. The Lagoon Villas, The Tropicana subdivision at NovaWorld Ho Tram (Ba Ria - Vung Tau)

• In 2023, NovaWorld Ho Tram continuously welcomed hundreds of new residents to receive


home handover, completing interior construction for relaxation purposes combined with rental
accommodation and business operations in 02 subdivisions: The Tropicana and Wonderland.

• In 2024, NovaWorld Ho Tram will continue to hand over houses in the subdivisions in parallel with
completing and putting into operation a series of new entertainment amenities along the coastal
road, such as: Forest God Park, Sea God Park, Fortune Cat Park, Manga Museum, The Zoo Amusement
Park, etc.

NovaWorld Ho Tram is getting sharply day by day, when fully operational, it is expected that it will
become a high-class tourist, resort and entertainment destination of the whole Ho Tram region;
contributing to the strong development of local hospitality and economy.

PROJECT INFORMATION

Location Product types


Ho Tram Coastal Road, Resort Villas, Resort Townhouses, Townhouses,
Xuyen Moc District, Shophouses, Shop Villa
Ba Ria - Vung Tau

Scale Handover period


Nearly 1,000 ha From the 4th quarter of 2021, some items of
phase 1 have been put into operation
The seaside utility cluster at NovaWorld Ho Tram - The Tropicana (Ba Ria - Vung Tau)

139 NOVALAND ANNUAL REPORT 2023 140


PROJECTS UNDER DEVELOPMENT

The Grand Manhattan


• Belonging to the Residential RE, The Grand Manhattan is located in the center
of District 1, the connection point to famous places of HCMC, such as Ben Thanh
market, Nguyen Hue walking street, 23/9 park, 5-star hotel chain, Grade A office
buildings, etc.

• Owning a luxury, modern design and a series of international standard amenities,


The Grand Manhattan is expected to further contribute a symbolic work, adorning Perspective of The Grand Manhattan Project (District 1, HCMC)
to modern HCMC.

• In January 2024, tower B1 of The Grand Manhattan was topped off, towers A1 and
B2 of the one were constructed up to the 28th floor. It is expected to hand over
houses to the customers from the 4th quarter of 2024.

PROJECT INFORMATION

Location Product types


100 Co Giang, Apartment - commercial - service complex
Co Giang Ward, District 1

Scale Expected handover period

14,000 m2 4th quarter of 2024

The interior of The Grand Manhattan apartment (District 1, HCMC)

141 NOVALAND ANNUAL REPORT 2023 142


PROJECTS UNDER DEVELOPMENT
Victoria Village

Victoria Village is located in a prime location right in front of Dong Van Cong street,
adjacent to the administrative center of Thu Duc City, only about 3 km from District
1, Victoria Village - high-end residential complex is planned synchronously and
self-contained, meeting the maximum needs of the residents for quality settlement,
gradually forming a civilized and prosperous community. Among them:

• The low-rise housing area has been completed and handed over to the residents
from 2021.

• The high-rise area includes 04 towers with smartly designed apartments,


diverse areas, clear views in all 04 directions and a system of modern and classy
internal amenities.

• By the end of 2023, with construction work carried out synchronously and Perspective of Victoria Village project (Thanh My Loi Ward, Thu Duc City, HCMC)
urgently, 04 towers in Victoria Village are continuously upgraded and expected
to hand over houses to the customers from the 3rd quarter of 2024.

PROJECT INFORMATION

Location Product types


In front of Dong Van Cong High-end residential complex
street, Thanh My Loi Ward,
Thu Duc City
Expected handover period of the
Scale high-rise area

4.27 ha 3rd quarter of 2024

Perspective of the interior of Victoria Village apartment (Thanh My Loi Ward, Thu Duc City, HCMC)

143 NOVALAND ANNUAL REPORT 2023 144


LAND BANK DEVELOPMENT

M&A situation in 2023

Geopolitical tensions, coupled with the high-interest rate environment in the US, have resulted in a
decline in the global M&A market in 2023, with the total value of deals dropping to its lowest point in
a decade. This trend is not exclusive to the international stage; Vietnam, too, is affected. According
to statistical data, the total value of M&A deals in Vietnam is projected to reach approximately USD
4.7 billion in 2023, indicating a significant decrease compared to the same period in the previous
year. Notably, key sectors attracting investment amidst this scenario include finance, real estate, and
healthcare.

In 2023, Novaland has concentrated on engaging in restructuring initiatives, ensuring the legal
completion of ongoing projects, and divesting from projects that prove to be ineffective. As a result
of the dedicated support from the Government, ministries and departments, projects entangled in
legal complexities nationwide, and specifically those of the Group in locations including Dong Nai, Binh
Thuan, and Ba Ria - Vung Tau, have witnessed positive legal transformations. These efforts have played
a role in fortifying the overall legal standing and instilling greater trust among customers.

M&A orientation for 2024

With indications of a cooling inflation, central banks worldwide are anticipated to conclude the cycle
of interest rate hikes and transition gradually from a tightening monetary policy to one that supports
growth. This shift is generating positive signals for the global M&A market.

In the context of Vietnam’s M&A market, despite prevailing challenges, there is a discernible potential
for recovery and acceleration in the near future. This optimism is fueled by robust supportive factors,
including the Government’s policies aimed at enhancing the business environment, expediting
the public investment, and the ongoing transformation of global supply chains where Vietnam is
emerging as a promising destination.

Looking ahead to the M&A strategy in 2024, the Group plans to continue prioritizing the restructuring
of existing investments from 2023. Additionally, there is a focus on exploring investment collaborations
for projects with well-established legal frameworks, ready for deployment in alignment with the
evolving market needs and the financial well-being of Novaland.

Circus Land Park at NovaWorld Phan Thiet (Phan Thiet, Binh Thuan)

145 NOVALAND ANNUAL REPORT 2023 146


STOCK INFORMATION AND CAPITAL Share price as of December 29, 2023 (VND/share) 17,050

MARKETS ACTIVITIES Highest price in 52 weeks (VND/share) 22,000

Lowest price in 52 weeks (VND/share) 10,250

Average closing price in 52 weeks (VND/share) 15,128

Stock information Average trading volume 52 weeks (million shares) 27.8

Total number of outstanding shares (million shares) 1,950.1

Ticker: NVL Total number of floating shares (million shares) 1,950.1

EPS (VND/share) 311


Number of shares Closing price as of Highest price in 52 weeks Market capitalization as of
outstanding as of December 29, 2023 December 30, 2023 P/E (Times) 54.8
December 29, 2023
P/B 0.73

1,950.1 17,050 22,000


VND/SHARE
33,249
MILLION SHARES VND/SHARE VND BILLION (million shares)

120
(%)

180 100

NVL stock in 2023 160


80
140

120 60
Overall, the global economy in 2023 faces various earlier in the year. According to HOSE, the average trading
100
challenges, with recovery efforts being inconsistent. volume per session in 2023 was 736.7 million shares, 40
Furthermore, global geopolitical tensions persist, possibly equivalent to an average trading value of VND 15,120 billion 80
worsening in certain areas. The global real estate market per session. While there was a 12.6% increase in average 60 20
experienced a period of local recession, especially in China trading volume compared to 2022, there was an 11.1%
and Europe. decrease in average trading value. 40
0
20
In 2023, Vietnam sustained a steady growth rate compared Relative to the overall market, NVL stocks experienced

/ 2 02 3
/ 2 02 3

/ 2 02 3

2 02 3
/ 2 02 3

2 02 3
2 02 3
/ 2 02 3

2 02 3
/ 2 02 3
22

2 02 3
to the regional average, (GDP increase of 5.05%). Partly a rather dynamic year in 2023, exhibiting a higher price 0

2 / 20

3 1/ 10/

3 0/ 11/
3 1 /0 8 /
3 1 /0 5 /

3 1/07/
3 0/04

3 0/06

3 0/09
2 8 /0 2
3 0/01

3 1 /0 3
reflecting this recovery, the VNIndex reached 1,129.93 points increase than the market average. NVL stock prices

3 0/ 1
at the end of 2023, marking a 12.2% rise from the end of increased by 21.8% during 2023, outperforming the 9.6%
2022. However, this figure remained considerably below the increase of VNIndex. The average liquidity of NVL reached Trading volume NVL VNIndex
forecast range of 1,217-1,384 points of financial institutions 27.8 million shares per trading session. (million shares) (% change) (% change)
(Source: Vietstock)

147 NOVALAND ANNUAL REPORT 2023 148


Shareholder structure of Novaland Group Ownership ratio of major shareholders
(Pursuant to the Company’s List of Shareholders dated December 29, 2023 provided by the Vietnam Securities Depository)

Proportion
Shareholder structure No. Shareholders Addredd Number of shares Status
(%)
Ownership Number of
No. Objects Number of shares
ratio (%) shareholders Organiza- 65 Nguyen Du, Ben Nghe Ward, Major
Individuals 1 NovaGroup JSC 382,257,433 19.602%
tions District 1, HCMC Shareholder

1 State shareholders - 0.000% - - 0


Block I, Trade - Offices - Services,
Founding shareholders/ FDI 2nd Floor - Office Area, No. 2.01,
- 0.000% - - 0
shareholders Office - Trade and Service Building
Major
2 2 Diamond Properties JSC - The Prince Residence Apartment, 176,415,393 9.046%
- Domestic - 0.000% - - 0 Shareholder
No. 17-19-21 Nguyen Van Troi, Ward
- Foreign - 0.000% - - 0 11, Phu Nhuan District, HCMC,
Vietnam
Major shareholders (owning
5% or more of the share 558,672,826 28.648% 2 2 0 (Source: Novaland Group)
capital)
3
- Domestic 558,672,826 28.648% 2 2 0

- Foreign - 0.000% - - 0

Company’s Trade Union 3,943,008 0.202% 1 1 0

4 - Domestic - 0.000% 1 1 0

- Foreign - 0.000% - - 0

5 Treasury shares - 0.000% - - 0


Major shareholder
Other shareholders 1,387,488,704 71.149% 77,188 176 77,012 structure
19.60%
(Source: Novaland Group)
6 - Domestic 1,320.242,475 67.701% 76,446 127 76,319

- Foreign 67,246,229 3.448% 742 49 693 9.05%

TOTAL 1,950,104,538 100.000% 77,191 179 77,012 NovaGroup JSC

71.35% Diamond Properties JSC


In which: Domestic 1,882,858,309 96.552% 76,449 130 76,319
Other shareholders
Foreign 67,246,229 3.448% 742 49Novaland Group)
(Source: 693

(Source: Novaland Group)

3.45% 0.20%

Shareholder type-based structure


(Source: Novaland Group)
28.65%

Transactions of insiders and related persons for NVL stock


67.70%
Domestic major shareholders

Other domestic shareholders


for the period of January 01, 2023 and December 31, 2023
Foreign shareholders
Refer to the Report of the Board of Directors.
Company’s Trade Union

149 NOVALAND ANNUAL REPORT 2023 150


The increase in Charter Capital of the Company Capital markets activities
throughout the years
Novaland Group did not increase its Charter Capital throughout 2023. 2023 continued to be a year of challenges for the global The restructuring efforts have achieved certain outcomes.
capital market in general and for Vietnam in particular. Notably, on December 14, 2023, the Group reached an
The prime rate kept rising and remained high against agreement with the bondholders of the listed international
the backdrop of high inflation and the influence of socio- convertible bonds regarding the bond restructuring and
political factors. bond term extension. Prior to this, the Group finalized the
debt-to-equity swaps in a subdivision of the Aqua City
The increase in Charter Capital of the Company throughout the years In 2023, the capital market activities of Novaland focused
project in September 2023.
on efforts to restructure loans and global convertible bonds
(Unit: VND billion)
(Source: Novaland Group) with international lenders and bondholders, aiming to ensure The ongoing focus of capital market activities in 2024 will
stability for business operations and lay the groundwork for remain on restructuring efforts. The successful restructuring
19,304 19,497 19,498 19,498 19,501
the gradual recovery of the Group. serves as a solid foundation for the Group’s financial health
to swiftly recover, ensuring the Group’s performance of all
The restructuring forms Novaland Group has been
14,677 14,736 commitments to investors, financial institutions, and other
implementing with the investors include debt-to-equity
relevant stakeholders.
10,686 10,728 10,817 swaps/ share swaps in projects, selling collateral assets that
9,695 9,708 9,710 9,856 9,863 9,910
8,618 9,143 9,373 are not part of core activities, and loan term extensions.
6,497 6,595

01
7 18 18 18 8 9 0 0 0 0 21 21 21 21 21 21 1 22 22 2 2
/2 20 20 20 01 01 02 02 02 02 20 20 20 20 20 20 02 20 20 02 02
12
/ / / /2 /2 /2 /2 /2 /2 / / / / / / /2 / / /2 /2
02 03 05 12 12 10 10 10 12 03 03 04 05 06 06 12 04 05 07 11

Customers visiting and experiencing the NovaWorld Ho Tram project (Ba Ria - Vung Tau) NovaWorld Phan Thiet is an ideal destination for travelers (Phan Thiet, Binh Thuan)

151 NOVALAND ANNUAL REPORT 2023 152


PERFORMANCE REPORT
OF SUBSIDIARIES - AFFILITATES
By the end of 2023, Novaland Group’s system includes 86 subsidiaries and 07 affiliates.

The Group’s 86 Subsidiaries (*):


CTCP TẬP ĐOÀN
ĐẦU TƯ ĐỊA ỐC NO VA

Cuu Long Real Estate


No Va Land Investment JSC CQ89 Investment and Development and Investment
Nova Nam A Co., Ltd. Mega Tie Co., Ltd. Thu Minh Nguyen Investment JSC
Charter capital: VND 5,577.4 billion Development Real Estate Co., Ltd. Co., Ltd.
99.97% Charter capital: VND 292.0 billion 98.59% Charter capital: VND 191.4 billion 99.56% 96.14% Charter capital: VND 340.0 billion 99.99%
Sunrise City, Golf Park 92.71%
Charter capital: VND 4,902.7 billion Charter capital: VND 2,245.0 billion
Orchard Parkview Project in District 10, HCMC Project in Binh Thuan
Residence and projects in Bien Project in Thu Duc City, HCMC
Hoa City, Dong Nai

Gia Huy Investment and Van Phat Real Estate Lucky House Investment
Nova Sasco Co., Ltd. 51.00% Development Real Estate Co., Ltd. 99.98% Development Investment JSC 100.0% Service JSC
99.99%
No Va Thao Dien Co., Ltd. Bach Hop Real Estate Co., Ltd.
99.99% Charter capital: VND 430.0 billion 100.0% Charter capital: VND 569.0 billion Charter capital: VND 560.2 billion Charter capital: VND 300.0 billion
Charter capital: VND 7,822.1 billion Charter capital: VND 1,915.3 billion
Botanica Premier

Prosperity Real Estate JSC Tan Kim Yen Real Estate


The Forest City Co., Ltd.
Nova Festival JSC Gia Duc Real Estate Co., Ltd. Charter capital: VND 1,239.0 Investment Co., Ltd.
No Va My Dinh Real Estate JSC 99.98% 99.88% Charter capital: VND 661.3 billion 99.99%
94.02% Charter capital: VND 184.0 billion 99.99% 100.0% Charter capital: VND 3,740.0 billion billion Charter capital: VND 2.204.8
Charter capital: VND 7,551.2 billion NovaWorld Ho Tram
Gardengate Residence Project in Bien Hoa City, Dong Nai billion

Thai Binh Real Estate Trading JSC Ngoc Uyen Real Estate and Phuc Hoa Real Estate Co., Ltd.
Nova Saigon Royal Real Estate Nova An Phu Co., Ltd. Gia Phu Real Estate Co., Ltd. 99.95% Charter capital: VND 750.0 billion 99.99% Investment JSC 69.97% Charter capital: VND 4,300.0
100.0% Investment Co., Ltd. 100.0% Charter capital: 254.1 billion 99.98% Charter capital: VND 245.0 billion Victoria Village Charter capital: VND 1,135.9 billion billion
Charter capital: VND 3,527.4 billion The Palace Residence The Sun Avenue Residence

The Ky Hoang Kim Real Estate


Nova Phuc Nguyen Real Estate Co., Ltd.
Nova Riverside Real Estate Nova Hospitality JSC Bao Phuc Real Estate Co., Ltd.
Nova Lucky Palace Co., Ltd. Development and Investment 100.0% Charter capital: VND 1,844.0
Co., Ltd. Charter capital: VND 20,114.1 billion 99.99% Charter capital: VND 1,321.0 100.0%
100.0% Charter capital: VND 100.0 billion 99.97% Co., Ltd. 99.98% billion
Charter capital: VND 1,315.1 billion billion
Lucky Palace Charter capital: VND 790.2 billion Project in District 3, HCMC
Sunrise Riverside
The Tresor Residence
Truong Tay Real Estate Nova Lexington Real Estate JSC
Tuong Minh Investment and Real
The Prince Residence JSC Investment JSC Charter capital: VND 1,002.5 Nova Holiday JSC
Estate Co., Ltd. Ngoc Linh Hoa Investment JSC 99.97% 99.95% billion 99.98%
99.96% Charter capital: VND 2,991.4 billion 100.0% 99.82% Charter capital: VND 3,019.8 Charter capital: VND 20.0 billion
Charter capital: VND 1.899,7 billion Charter capital: VND 580.0 billion Lexington Residence
The Prince Residence billion
Project in Bien Hoa City, Dong Nai

The 21st Century International An Phat Real Estate


Dat Viet Development JSC KM Investment Group Co., Ltd.
Development Co., Ltd. Nova Property Management Development and Investment
Thanh Nhon Real Estate JSC Co., Ltd. 99.67% Charter capital: VND 4,780.3 billion 99.85% Charter capital: VND 1,370.0 100.0%
99.99% 98.97% Charter capital: VND 2,534.5 99.99% Co., Ltd.
Charter capital: VND 1,486.3 billion Grand Manhattan billion
billion (**) Charter capital: VND 139.0 billion Charter capital: VND 1,632.5 billion
Lakeview City, The Water Bay
An Phu Dong Real Estate Delta - Valley Binh Thuan Co., Ltd.
Nova Sagel Co., Ltd. Phuong Dong Building JSC Merufa-Nova Co., Ltd. Development Investment Charter capital: VND 1,850.0 Big Ben Holiday JSC
Charter capital: VND 367.0 billion 99.99% 99.85% 100.0%
74.00% 99.89% Charter capital: VND 166.0 billion 99.89% Charter capital: VND 125.0 billion Co., Ltd. billion Charter capital: VND 420.0 billion
Golden Mansion Wilton Tower Newton Residence Charter capital: VND 5.0 billion NovaWorld Phan Thiet

Aqua City Co., Ltd. An Huy Investment and


Nova Rivergate Co., Ltd. Truong Thanh Real Estate
Novaland Agent Co., Ltd. Nhat Hoa Real Estate JSC Development Real Estate Co.,
69.98% Charter capital: VND 845.2 billion 99.99% Investment JSC 99.99%
100.0% Charter capital: VND 20.0 billion 99.77% Charter capital: VND 801.1 billion 99.80% Charter capital: VND 510.0 billion Ltd.
Aqua City Charter capital: VND 105.0 billion
Rivergate Residence Sunrise Cityview Charter capital: VND 880.0 billion

Huynh Gia Huy JSC Long Hung Phat Consulting Ngan Hiep Real Estate JSC
Phuoc Long Investment and Nova Princess Residence JSC Era Urban Development JSC
99.98% Charter capital: VND 725.0 billion Co., Ltd. 99.98% Charter capital: VND 500.0 billion
99.99% Development Co., Ltd. 99.90% Charter capital: VND 300.0 billion 100.0% Charter capital: VND 9,097.3 79.98%
NovaHills Mui Ne Charter capital: VND 600.0 billion Project in Ba Ria - Vung Tau
Charter capital: VND 470.0 billion Kingston Residence billion

38 Real Estate Investment Long Hung Phat Real Estate


Nha Rong Investment and Investment Co., Ltd.
Nova Richstar JSC Dinh Phat Real Estate JSC 99.99% Trading Co., Ltd. Liberty Investment JSC
Commercial JSC 79.98% 99.98%
99.99% Charter capital: VND 724.0 billion 99.99% 99.95% Charter capital: VND 1,970.7 Charter capital: VND 1,625.0 Charter capital: VND 600.0 billion Charter capital: VND 800.0 billion
Charter capital: VND 1,577.4 billion Project in Bien Hoa City, Dong Nai
Richstar billion billion
Saigon Royal Residence

Hoa Thang Tourism Service JSC Thuan Phat Investment and


350 Investment and Development Charter capital: VND 500.0 Development Real Estate JSC Thanh My Loi JSC
Khai Hung Real Estate Co., Ltd. 95.79% 99.99% 69.75% Charter capital: VND 2,162.2 billion
Megahouse JSC Real Estate Co., Ltd. billion Charter capital: VND 2,516.0
100.0% 98.60% 99.97% Project in Thu Duc City, HCMC
Charter capital: VND 7,079.5 billion Charter capital: VND 215.0 billion Charter capital: VND 2,906.6 Project in Binh Thuan billion
billion

153 NOVALAND ANNUAL REPORT 2023 154


Cao Nguyen Xanh Real Estate Unity Real Estate Investment
The Group’s 07 Affiliates (*):
Novaland Dat Tam Land
Co., Ltd.
100.0% Investment Co., Ltd. 99.98%
Charter capital: VND 2,630.0
51.00% Investment Co., Ltd. NO VA LAND INVESTMENT
Charter capital: VND 10.0 billion Charter capital: VND 100.0 billion
billion GROUP CORPORATION

Binh An Tourism Co., Ltd. Trung Duong Tourism


Nova Final Solution JSC
Charter capital: VND 297.0 Investment JSC
99.98% Charter capital: VND 3,586.0 99.97% 99.36%
billion Charter capital: VND 2.0 billion
billion
Project in Ba Ria - Vung Tau Project in Binh Thuan 50.00% 48.98% 48.89% 49.00% 37.75% 25.00% 23.99%

Dang Khanh Real Estate


Da Lat Lake Real Estate Da Lat Valley Real Estate Co., Ltd.
Co., Ltd.
99.39% 99,98% Co., Ltd. 72.62% Charter capital: VND 2,754.0 billion
Charter capital: VND 3,370.0 Saigon Golf Phu Tri Land Amata Service Amata Service Saigon Ben Thanh Hung Ngu
Charter capital: VND 730.0 billion Project in Bien Hoa City, Dong Nai
billion Co., Ltd. Investment Trading City Long Thanh City Long Thanh Electronics Housing Security JSC
Charter capital: Corporation 1 Co., Ltd 2 Co., Ltd. and Industrial Development and Charter capital:
VND 200.0 billion (**) Charter capital: Charter capital: Charter capital: Servicer JSC Service JSC VND 2.0 billion
Mui Ne General Investment JSC Projects in Thu VND 363.0 billion VND 213.3 billion VND 318.1 billion Charter capital: Charter capital:
Hoan Vu JSC
Charter capital: VND 2,030.0 Truc Quynh Investment Co., Ltd. Duc City VND 15.0 billion VND 80.0 billion
99.38% 99.87% Charter capital: VND 271.0 billion 99.99%
billion Charter capital: VND 495.7 billion
Project in Ba Ria - Vung Tau
Project in Binh Thuan

Green Land Real Estate In 2023, the Group continued focusing on core business lines, therefore, its subsidiaries and affiliates are mainly
Development and Investment Duc Tan JSC operated in the real estate industry.
69.97% Co., Ltd. 99.85% Charter capital: VND 1.0 billion
Charter capital: VND 2,860.0 Project in Binh Thuan Those companies focus on project development, real estate trading, brokerage and investment in the property
billion
market. In 2023, the Group continued to hand over completed projects to customers, contributing to its revenue
recognition.

Major projects invested by Novaland Group’s subsidiaries continued to be handed over in 2023 and recorded in
revenue, including:

Net Revenue
No. Company Project Address 2023
(VND billion)

RESIDENTIAL REAL ESTATE - CENTRAL REGION

1 Nha Rong Investment and Commercial JSC Saigon Royal Residence District 4, HCMC 248

RESIDENTIAL REAL ESTATE - EAST REGION

2 Thai Binh Real Estate Trading JSC Victoria Village Thu Duc City, HCMC 33

Cuu Long Real Estate Development and


3 Palm City Thu Duc City, HCMC 607
Investment Co., Ltd.

The 21st Century International Development


4 Lakeview City Thu Duc City, HCMC 244
Co., Ltd.

RESIDENTIAL REAL ESTATE - SATELLITE TOWNSHIP

5 Aqua City Co., Ltd. Aqua City Bien Hoa City, Dong Nai 428

HOSPITALITY REAL ESTATE

6 Huynh Gia Huy JSC NovaHills Mui Ne Phan Thiet City, Binh Thuan 8

7 Delta - Valley Binh Thuan Co., Ltd. NovaWorld Phan Thiet Phan Thiet City, Binh Thuan 1,483

NovaWorld Ho Tram – Xuyen Moc District, Ba Ria -


8 The Forest City Co., Ltd. 442
The Tropicana Vung Tau

NovaWorld Ho Tram – Xuyen Moc District, Ba Ria -


9 Ngan Hiep Real Estate JSC 492
Wonderland Vung Tau

TỔNG CỘNG 3,985

(Source: Novaland Group)

In 2023, subsidiaries contributed VND 4,639 billion in net revenue, accounting for about 98% of the Group’s net revenue.

Note:
(*) Percentage figures show ownership rates for subsidiaries and affiliates.
(**) Charter capital of subsidiary/affiliate is based on actual contributed capital.
155 NOVALAND ANNUAL REPORT 2023 156
06
FINANCIAL
STATEMENTS

Wonderland Water Park at NovaWorld Phan Thiet


(Phan Thiet, Binh Thuan)

157 NOVALAND ANNUAL REPORT 2023 158


AUDITED CONSOLIDATED FINANCIAL
STATEMENTS IN 2023 (UNDER VAS)
Corporate information
Chairperson
Audit Committee Mr. Hoang Duc Hung
(from 25 August 2023)

Chairperson
Ms. Nguyen My Hanh
(to 25 August 2023)
No. 054350 dated 18 September 1992 was initially issued by the Department of
Enterprise registration
Planning and Investment of Ho Chi Minh City with the latest 69th amendment Member
certificate Ms. Nguyen My Hanh
No. 0301444753 dated 6 September 2023. (from 25 August 2023)

Chairperson
Board of Directors Mr. Bui Thanh Nhon Mr. Pham Tien Van Member
(from 3 February 2023)

Chairperson Chief Executive Officer


Mr. Bui Xuan Huy Board of Management Mr. Ng Teck Yow
(to 2 February 2023) (from 17 March 2023)

Member Chief Executive Officer


Mr. Ng Teck Yow Mr. Nguyen Ngoc Huyen
(from 22 June 2023) (to 16 March 2023)

Member Deputy Chief Executive Officer


Ms. Do Thi Phuong Lan Ms. Duong Thi Thu Thuy
(from 4 May 2023 to 22 June 2023) (to 2 February 2023)

Member Deputy Chief Executive Officer


Mr. Nguyen Tran Dang Phuoc Ms. Vo Thi Cao Ly
(from 4 May 2023 to 22 June 2023) (to 2 February 2023)

Member
Chairperson
Mr. Bui Xuan Huy (from 3 February 2023 to 23 March Legal representative Mr. Bui Thanh Nhon
(from 8 February 2023)
2023)

Member Chief Executive Officer


Ms. Hoang Thu Chau Mr. Ng Teck Yow
(to 23 March 2023) (from 25 August 2023)

Member
Chief Executive Officer
Mr. Bui Thanh Nhon (from 2 February 2023 to 3 Febuary Mr. Nguyen Ngoc Huyen
(to 7 February 2023)
2023)

Independent Member 313B - 315 Nam Ky Khoi Nghia Street, Vo Thi Sau Ward, District 3,
Mr. Hoang Duc Hung Registered office
(from 16 August 2023) Ho Chi Minh City, Vietnam

Mr. Pham Tien Van Independent Member Branch 65 Nguyen Du, Ben Nghe Ward, District 1, Ho Chi Minh City, Vietnam

Ms. Nguyen My Hanh Independent Member Auditor PwC (Vietnam) Limited

159 NOVALAND ANNUAL REPORT 2023 160


Statement of the Board Of Management Independent Auditor’s Report to the Shareholders of
No Va Land Investment Group Corporation
Statement of Responsibility of the Board of Management of the Company in We have audited the accompanying consolidated financial statements of No Va Land Investment Group Corporation
respect of the Consolidated Financial Statements (“the Company”) and its subsidiaries (together, “the Group”) which were prepared on 31 December 2023, and approved
by the Board of Management of the Company on 30 March 2024. The consolidated financial statements comprise the
The Board of Management of No Va Land Investment Group Corporation (“the Company”) is responsible for preparing consolidated balance sheet as at 31 December 2023, the consolidated income statement, the consolidated cash flow
consolidated financial statements of the Company and its subsidiaries (together, “the Group”) which give a true and fair statement for the year then ended, and explanatory notes to the consolidated financial statements including significant
view of the consolidated financial position of the Group as at 31 December 2023, and the results of its operations and its accounting policies, as set out on pages 6 to 93.
cash flows for the year then ended. In preparing these consolidated financial statements, the Board of Management is
required to: The Board of Management’s Responsibility Auditor’s Opinion
• select suitable accounting policies and then apply them consistently;
The Board of Management of the Company is responsible In our opinion, the consolidated financial statements present
• make judgments and estimates that are reasonable and prudent; and for the preparation and the true and fair presentation of fairly, in all material respects, the consolidated financial
these consolidated financial statements of the Group position of Group as at 31 December 2023, its consolidated
• prepare the consolidated financial statements on a going-concern basis unless it is inappropriate to presume that the in accordance with Vietnamese Accounting Standards, financial performance and consolidated cash flows for
Group will continue in business. the Vietnamese Corporate Accounting System and the year then ended in accordance with Vietnamese
The Board of Management of the Company is responsible for ensuring that proper accounting records are kept which applicable regulations on preparation and presentation Accounting Standards, the Vietnamese Corporate Accounting
disclose, with reasonable accuracy at any time, the financial position of the Group and enable consolidated financial of consolidated financial statements, and for such internal System and applicable regulations on the preparation and
statements to be prepared which comply with the basis of accounting set out in Note 2 to the consolidated financial control which the Board of Management determines is presentation of consolidated financial statements.
statements. The Board of Management is also responsible for safeguarding the assets of the Group and hence for taking necessary to enable the preparation and presentation of
reasonable steps for the prevention and detection of fraud or error. the consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
Emphasis of Matter
Without qualifying our opinion, we draw attention to Note
Auditor’s Responsibility 2.2 to the consolidated financial statements, which indicates
Approval of the Consolidated Financial Statements that the implications of real estates market developments
Our responsibility is to express an opinion on the and maturity of bonds have a significant impact on the
We hereby, approve the accompanying consolidated financial statements as set out on pages 6 to 93 which give a true consolidated financial statements based on our audit. Group’s operations. The Group’s ability to continue as a
and fair view of the consolidated financial position of the Group as at 31 December 2023 and of the results of its operations We conducted our audit in accordance with Vietnamese going concern depends on the Group’s ability to settle or
and its cash flows for the year then ended in accordance with Vietnamese Accounting Standards, Accounting System and Standards on Auditing. Those standards require that we restructure the maturity of borrowings and bonds, and to
applicable regulations on preparation and presentation of consolidated financial statements. comply with ethical standards and requirements and carry out other necessary measures to generate sufficient
plan and perform the audit in order to obtain reasonable cash inflows to finance the Group’s operations as presented
assurance as to whether the consolidated financial in Note 2.2. These conditions, along with other matters as
statements are free from material misstatement. set forth in Note 2.2, indicate the existence of a material
An audit involves performing procedures to obtain audit uncertainty which may cast significant doubt about the
evidence about the amounts and disclosures in the Group’s ability to continue as a going concern.
On behalf of the Board of Management consolidated financial statements. The procedures selected
depend on the auditor’s judgment, including an assessment Other Matter
of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In The independent auditor’s report is prepared in Vietnamese
making those risk assessments, the auditor considers and English. Should there be any conflict between the
internal control relevant to the Group’s preparation and Vietnamese and English versions, the Vietnamese version
true and fair presentation of the consolidated financial shall take precedence.
statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose For and on behalf of PwC (Vietnam) Limited
of expressing an opinion on the effectiveness of the
Group’s internal control. An audit also includes evaluating
the appropriateness of accounting policies used and the
Ng Teck Yow reasonableness of accounting estimates made by the
Chief Executive Officer Board of Management, as well as evaluating the overall
presentation of the consolidated financial statements.
Ho Chi Minh City, SR Vietnam
30 March 2024 We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion. Quach Thanh Chau Tran Vi Cuong
Audit Practising Licence No. Audit Practising Licence No.
0875-2023-006-1 4601-2023-006-1
Authorised signatory

Report reference number: HCM15388


Ho Chi Minh City, 31 March 2024

161 NOVALAND ANNUAL REPORT 2023 162


Form B 01 – DN/HN Form B 01 – DN/HN

Consolidated balance sheet Consolidated balance sheet


(continued)

As at 31 December As at 31 December
Code ASSETS Note Code ASSETS (continued) Note
2023 2022 2023 2022
VND VND VND VND

100 CURRENT ASSETS 191,154,819,021,853 198,114,675,000,040 200 LONG-TERM ASSETS 50,331,560,521,272 59,620,201,167,981

110 Cash and cash equivalents 4 3,412,524,436,724 8,600,170,523,502 210 Long-term receivables 34,560,075,860,276 44,081,959,918,122

111 Cash 1,713,759,213,836 2,995,981,999,775 211 Long-term trade accounts receivable 86,080,000,000 -

112 Cash equivalents 1,698,765,222,888 5,604,188,523,727 215 Long-term lendings 8(b) 176,200,000,000 98,000,000,000

120 Short-term investments 43,507,843,256 326,704,693,300 216 Other long-term receivables 9(b) 34,297,901,289,784 43,984,065,347,630

123 Investments held to maturity 5(a) 43,507,843,256 326,704,693,300 219 Provision for doubtful debts – long term 10(b) (105,429,508) (105,429,508)

130 Short-term receivables 47,011,035,493,822 52,345,590,760,029 220 Fixed assets 2,401,389,820,394 3,936,964,957,063

131 Short-term trade accounts receivable 6 2,837,441,207,038 2,939,651,051,997 221 Tangible fixed assets 13 2,331,565,433,184 3,853,811,931,218

132 Short-term prepayments to suppliers 7 7,457,550,110,086 8,050,596,939,825 222 Historical cost 2,684,512,946,723 4,161,585,870,808

135 Short-term lendings 8(a) 6,602,402,331,194 4,466,826,766,847 223 Accumulated depreciation (352,947,513,539) (307,773,939,590)

136 Other short-term receivables 9(a) 30,139,277,491,282 36,898,965,647,138 227 Intangible fixed assets 14 69,824,387,210 83,153,025,845

137 Provision for doubtful debts – short term 10(a) (25,635,645,778) (10,449,645,778) 228 Historical cost 170,305,186,522 166,361,764,022

140 Inventories 11(a) 138,935,271,807,965 134,955,711,974,239 229 Accumulated amortisation (100,480,799,312) (83,208,738,177)

141 Inventories 139,096,217,236,865 134,957,802,212,263 230 Investment properties 15 5,543,248,882,224 3,140,889,237,220

149 Provision for decline in value of inventories (160,945,428,900) (2,090,238,024) 231 Historical cost 6,114,620,064,517 3,539,298,440,844

150 Other current assets 1,752,479,440,086 1,886,497,048,970 232 Accumulated depreciation (571,371,182,293) (398,409,203,624)

151 Short-term prepaid expenses 12(a) 273,503,248,516 282,520,835,553 240 Long-term assets in progress 528,661,491,035 572,958,830,480

152 Value added tax ("VAT") to be reclaimed 20(a) 1,216,505,939,331 1,340,790,392,817 241 Long-term work in progress 11(b) 181,998,060,395 181,998,060,395

153 Tax and other receivables from the State 20(a) 262,470,252,239 263,185,820,600 242 Construction in progress 16 346,663,430,640 390,960,770,085

The notes on pages 12 to 93 are an integral part of these consolidated financial statements. 250 Long-term investments 1,728,050,951,949 1,615,915,212,089

252 Investments in associates and joint ventures 5(b) 1,423,136,037,351 1,582,075,462,089

253 Investments in other entities 5(c) 304,914,914,598 33,839,750,000

260 Other long-term assets 5,570,133,515,394 6,271,513,013,007

261 Long-term prepaid expenses 12(b) 1,689,485,786,703 1,575,118,212,493

262 Deferred income tax assets 38(a) 183,870,469,256 152,077,405,395

269 Goodwill 17 3,696,777,259,435 4,544,317,395,119

270 TOTAL ASSETS 241,486,379,543,125 257,734,876,168,021

The notes on pages 12 to 93 are an integral part of these consolidated financial statements.

163 NOVALAND ANNUAL REPORT 2023 164


Form B 01 – DN/HN Form B 01 – DN/HN

Consolidated balance sheet Consolidated balance sheet


(continued) (continued)

As at 31 December As at 31 December
Code RESOURCES Note Code RESOURCES (continued) Note
2023 2022 2023 2022
VND VND VND VND

300 LIABILITIES 196,183,529,500,722 212,917,145,787,856 400 OWNERS’ EQUITY 45,302,850,042,403 44,817,730,380,165

310 Short-term liabilities 87,282,658,320,119 78,174,120,549,026 410 Capital and reserves 45,302,850,042,403 44,817,730,380,165

311 Short-term trade accounts payable 18 9,876,727,746,646 10,541,134,728,752 411 Owners’ capital 27, 28 19,501,045,380,000 19,501,045,380,000

312 Short-term advances from customers 19 19,114,956,528,914 15,962,589,533,396 411a - Ordinary shares with voting rights 19,501,045,380,000 19,501,045,380,000

313 Tax and other payables to the State 20(b) 1,087,318,344,902 836,356,436,163 412 Share premium 28 5,051,601,924,626 5,051,601,924,626

314 Payable to employees 21 11,034,456,956 6,515,581,060 421 Undistributed earnings 28 13,494,207,570,271 12,888,775,711,396

315 Short-term accrued expenses 22(a) 9,991,089,269,430 8,300,430,613,154 421a - Undistributed post-tax profits of previous years 12,888,775,711,396 10,707,524,273,613

318 Short-term unearned revenue 23(a) 1,395,098,660 435,435,329 421b - Post-tax profits of current year 605,431,858,875 2,181,251,437,783

319 Other short-term payables 24(a) 16,238,721,209,989 13,315,137,416,630 429 Non-controlling interests 28 7,255,995,167,506 7,376,307,364,143

320 Short-term borrowings 25(a) 30,937,469,509,389 29,202,383,656,301 440 TOTAL RESOURCES 241,486,379,543,125 257,734,876,168,021

321 Provision for short-term liabilities 26 19,111,447,884 4,302,440,892

322 Bonus and welfare funds 4,834,707,349 4,834,707,349

330 Long-term liabilities 108,900,871,180,603 134,743,025,238,830

333 Long-term accrued expenses 22(b) 1,459,188,712,055 -

336 Long-term unearned revenue 23(b) 77,625,827,089 12,968,787,945

337 Other long-term payables 24(b) 66,619,950,911,962 86,214,819,255,246

338 Long-term borrowings 25(b) 26,774,936,365,837 35,666,512,929,989

341 Deferred income tax liabilities 38(a) 13,707,696,719,409 12,616,064,305,061


Danh Thuy Ngoc Huynh Minh Lam Ng Teck Yow
342 Provision for long-term liabilities 26 261,472,644,251 232,659,960,589 Preparer Chief Accountant Chief Executive Officer
30 March 2024
The notes on pages 12 to 93 are an integral part of these consolidated financial statements.

The notes on pages 12 to 93 are an integral part of these consolidated financial statements.

165 NOVALAND ANNUAL REPORT 2023 166


Form B 02 – DN/HN Form B 02 – DN/HN

Consolidated income statement Consolidated income statement


(continued)

Year ended 31 December Year ended 31 December


Code Note Code Note
2023 2022 2023 2022
VND VND VND VND

Revenue from sales of goods and rendering of


01 4,769,950,330,281 11,150,728,886,696 51 Corporate income tax (“CIT”) - current 38(b) (408,200,850,882) (778,709,166,202)
services

02 Less deductions (13,048,116,461) (16,498,408,971) 52 CIT - deferred 38(a) (1,104,816,315,770) (1,021,826,971,234)

Net revenue from sales of goods and rendering of


10 31 4,756,902,213,820 11,134,230,477,725 60 Net profit after tax 485,864,524,898 2,181,530,210,596
services

11 Cost of goods sold and services rendered 32 (3,434,694,564,513) (6,882,741,523,343) Attributable to:

Gross profit from sales of goods and rendering of


20 1,322,207,649,307 4,251,488,954,382 61 Owners of the Company 605,578,220,113 2,162,071,222,708
services

21 Financial income 33 5,128,130,127,876 5,004,795,281,883 62 Non-controlling interests (119,713,695,215) 19,458,987,888

22 Financial expenses 34 (3,244,008,255,570) (4,148,522,226,595) 70 Basic earnings per share 29(a) 311 1,112

23 - Including: Interest expense 34 (327,706,664,781) (844,309,872,037) 71 Diluted earnings per share 29(b) 311 1,112

24 (Loss)/profit sharing from associates 5(b) (151,539,424,738) 3,622,528,857

25 Selling expenses 35 (291,975,056,813) (960,131,278,956)

26 General and administration expenses 36 (1,490,226,089,162) (1,536,210,395,675)

30 Net operating profit 1,272,588,950,900 2,615,042,863,896

31 Other income 37 1,075,033,533,475 1,668,784,014,492

32 Other expenses 37 (348,740,792,825) (301,760,530,356) Danh Thuy Ngoc Huynh Minh Lam Ng Teck Yow
Preparer Chief Accountant Chief Executive Officer
30 March 2024
40 Net other income 726,292,740,650 1,367,023,484,136

50 Net accounting profit before tax 1,998,881,691,550 3,982,066,348,032


The notes on pages 12 to 93 are an integral part of these consolidated financial statements.

The notes on pages 12 to 93 are an integral part of these consolidated financial statements.

167 NOVALAND ANNUAL REPORT 2023 168


Form B 03 – DN/HN Form B 03 – DN/HN

Consolidated cash flow statement Consolidated cash flow statement


(Indirect method) (Indirect method) (continued)
Year ended 31 December Year ended 31 December
Code Note Code Note
2023 2022 2023 2022
VND VND VND VND

CASH FLOWS FROM OPERATING ACTIVITIES Proceeds from divestment of investment in


26 8,189,384,151,475 7,707,960,177,880
other entities

01 Net accounting profit before tax 1,998,881,691,550 3,982,066,348,032 27 Dividends and interest received 812,736,145,102 772,471,687,193

Adjustments for: Net cash inflows/(outflows) from investing


30 7,148,556,508,894 (7,965,336,312,285)
activities
Depreciation, amortisation and goodwill
02 1,106,459,385,516 (227,164,114,697)
allocation CASH FLOWS FROM FINANCING ACTIVITIES

03 Provisions 220,560,611,591 115,850,774,058 Proceeds from issuance of shares and


31 - 250,941,290,000
increase in capital of subsidiaries
04 Unrealised foreign exchange losses 552,276,871,342 492,288,608,560
32 Payments for share returns and repurchases (15,000,000) -

05 Profits from investing activities (1,258,547,070,258) (2,616,317,564,495)


33 Proceeds from borrowings 25 4,876,386,461,232 30,149,637,083,585

06 Interest expense and bond issuance costs 34 357,075,251,918 954,042,877,413


34 Repayments of borrowings (9,586,061,924,937) (28,037,455,868,769)
Operating profit before changes in working
08 2,976,706,741,660 2,700,766,928,871
capital 36 Dividends paid (25,239,053) (1,081,850)

09 Decrease/(increase) in receivables 11,750,687,223,303 (19,468,239,583,927) Net cash (outflows)/inflows from financing


40 (4,709,715,702,758) 2,363,121,422,966
activities
10 Increase in inventories (1,747,003,638,562) (10,443,588,459,744)
50 Net decrease in cash and cash equivalents (5,187,648,857,368) (8,648,941,459,312)

11 (Decrease)/increase in payables (15,994,763,032,194) 31,799,573,314,208 Cash and cash equivalents at beginning


60 4 8,600,170,523,502 17,249,156,145,556
of year
12 Increase in prepaid expenses (104,770,211,896) (768,503,964,840)
61 Effect of foreign exchange differences 2,770,590 (44,162,742)
14 Interest paid (4,091,267,220,638) (6,173,136,680,063)
70 Cash and cash equivalents at end of year 4 3,412,524,436,724 8,600,170,523,502
15 CIT paid 20 (416,079,525,176) (693,598,124,498)

20 Net cash outflows from operating activities (7,626,489,663,504) (3,046,726,569,993)


Additional information relating to the consolidated cash flow statement is presented in Note 41.

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of fixed assets and other long-term


21 (12,766,370,275) (293,935,317,230)
assets

Proceeds from disposals of fixed assets and


22 89,781,296,895 121,806,663,375
long-term assets

23 Loans granted (4,172,394,695,598) (10,297,351,483,906)

24 Collection of loans 2,241,815,981,295 14,069,334,968,793

25 Investments in other entities - (20,045,623,008,390) Danh Thuy Ngoc Huynh Minh Lam Ng Teck Yow
Preparer Chief Accountant Chief Executive Officer
30 March 2024
The notes on pages 12 to 93 are an integral part of these consolidated financial statements.
The notes on pages 12 to 93 are an integral part of these consolidated financial statements.

169 NOVALAND ANNUAL REPORT 2023 170


Form B 09 – DN/HN Form B 09 – DN/HN

Notes to the Consolidated Financial Statements


for the year ended 31 December 2023

1. General information

No Va Land Investment Group Corporation (“the Company”) is a joint stock company established in SR Vietnam pursuant The principal activities of the Company and its subsidiaries (“the Group”) are resident project development; real estate
to Business registration certificate No. 054350 which was issued by the Department of Planning and Development of trading; civil and industrial construction; providing design and management consultancy services; providing real estate
Ho Chi Minh City, dated 18 September 1992 and the 69th amended Enterprise registration certificate No. 0301444753 brokerage services.
dated 6 September 2023. The Company is formerly known as Thanh Nhon Trading Limited, which was established and
The normal business cycle of the Group’s projects is within 36 months.
operated under the Business registration certificate as above.
As at 31 December 2023, the Group had 1,091 employees (as at 31 December 2022: 1,404 employees).
Owners of the Company and details of the capital contribution are presented in note 27.
As at 31 December 2023, the Group had 86 subsidiaries and 7 associates (as at 31 December 2022: 87 subsidiaries and 7
The Company’s shares were officially listed on Ho Chi Minh City Stock Exchange (“HOSE”) on 28 December 2016
associates). The details are as follows:
under the ticker symbol “NVL” pursuant to Decision No 500/QD-SGDHCM issued by the General Director of HOSE on
19 December 2016.

31.12.2023 31.12.2022
No Name Location Principal activity
Percentage of Percentage of Percentage of Percentage of
ownership (%) voting rights (%) ownership (%) voting rights (%)

I - SUBSIDIARIES

1 No Va Land Investment Joint Stock Company Ho Chi Minh City Real estate trading 99.97 99.97 99.97 99.97

2 No Va Thao Dien Company Limited Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

3 Nova Festival Corporation Ho Chi Minh City Real estate trading 94.02 94.02 94.02 94.02

4 Nova Saigon Royal Investment Company Limited Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

5 Nova Lucky Palace Company Limited Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

6 The Prince Residence Joint Stock Company Ho Chi Minh City Real estate trading 99.96 99.96 99.96 99.96

7 Thanh Nhon Real Estate Joint Stock Company Ho Chi Minh City Real estate trading 99.99 100.00 99.98 100.00

8 Nova Sagel Company Limited Ho Chi Minh City Real estate trading 74.00 74.00 74.00 74.00

9 Novaland Agent Company Limited Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

10 Phuoc Long Investment and Development Company Limited Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

11 Nova Richstar Joint Stock Company Ho Chi Minh City Real estate trading, factory and warehouse lease 99.99 99.99 99.99 99.99

12 Khai Hung Real Estate Company Limited Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

13 Nova Nam A Company Limited Ho Chi Minh City Real estate trading 92.71 92.71 92.71 92.71

14 Nova Sasco Company Limited Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

15 No Va My Dinh Land Joint Stock Company Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

16 Nova An Phu Company Limited Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

Nova Phuc Nguyen Real Estate Development and Investment Company


17 Ho Chi Minh City Real estate trading 99.97 99.97 99.97 99.97
Limited

18 Tuong Minh Investment and Real Estate Company Limited Dong Nai Province Real estate trading 100.00 100.00 100.00 100.00

19 The 21st Century International Development Company Limited Ho Chi Minh City Real estate trading 98.97 98.97 98.97 98.97

20 Phuong Dong Building Joint Stock Company Ho Chi Minh City Real estate trading 99.89 99.89 99.89 99.89

171 NOVALAND ANNUAL REPORT 2023 172


Form B 09 – DN/HN Form B 09 – DN/HN

1. General information (continued)

31.12.2023 31.12.2022
No Name Location Principal activity
Percentage of Percentage of Percentage of Percentage of
ownership (%) voting rights (%) ownership (%) voting rights (%)

I - SUBSIDIARIES (continued)

21 Nova Rivergate Company Limited Ho Chi Minh City Real estate trading 99.77 99.77 99.77 99.77

22 Nova Princess Residence Joint Stock Company Ho Chi Minh City Real estate trading 99.90 99.90 99.90 99.90

23 Nha Rong Investment and Commercial Joint Stock Company Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

24 Mega Housing Joint Stock Company Ho Chi Minh City Real estate trading 98.60 98.60 98.60 98.60

25 Mega Tie Company Limited Ho Chi Minh City Real estate trading 98.59 99.99 98.59 99.99

26 Bach Hop Real Estate Company Limited Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

27 Gia Duc Real Estate Company Limited Dong Nai Province Real estate trading 100.00 100.00 100.00 100.00

28 Gia Phu Real Estate Company Limited Ho Chi Minh City Real estate trading 99.98 99.99 99.95 99.99

29 Nova Riverside Real Estate Company Limited Ho Chi Minh City Real estate trading 99.98 99.98 99.98 99.98

30 Ngoc Linh Hoa Joint Stock Company Ho Chi Minh City Real estate trading 99.82 99.83 99.82 99.83

31 Nova Property Management Company Limited Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

32 Merufa-Nova Company Limited Ho Chi Minh City Real estate trading 99.89 99.90 99.89 99.90

33 Nhat Hoa Real Estate Joint Stock Company Ho Chi Minh City Real estate trading 99.80 99.98 99.80 99.98

34 Ky Nguyen Urban Development Joint Stock Company Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

35 Dinh Phat Real Estate Joint Stock Company Ho Chi Minh City Real estate trading 99.95 99.96 99.95 99.96

36 350 Real Estate Investment & Development Company Limited Ho Chi Minh City Real estate trading 99.97 99.99 99.97 99.99

37 CQ89 Real Estate Investment & Development Company Limited Ho Chi Minh City Real estate trading 99.56 99.59 99.56 99.59

38 Gia Huy Real Estate Investment & Development Company Limited Ho Chi Minh City Real estate trading 51.00 51.00 51.00 51.00

39 Thinh Vuong Real Estate Joint Stock Company Ho Chi Minh City Real estate trading 99.98 99.98 99.98 99.98

40 Thai Binh Real Estate Trading Joint Stock Company Ho Chi Minh City Real estate trading 99.95 99.96 99.95 99.96

41 Nova Hospitality Joint Stock Company Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

42 Truong Tay Real Estate Investment Joint Stock Company Ho Chi Minh City Real estate trading 99.97 99.98 99.97 99.98

43 Dat Viet Development Joint Stock Company Ho Chi Minh City Real estate trading 99.67 99.69 99.67 99.69

44 An Phu Dong Real Estate Development Investment Company Limited Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

45 Aqua City Company Limited Dong Nai Province Real estate trading 69.98 70.00 69.98 70.00

46 Huynh Gia Huy Joint Stock Company Binh Thuan Province Short-term accommodation activities 99.98 99.98 99.98 99.98

47 38 Real Estate Investment and Trading Company Limited Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

48 Hoa Thang Tourism Service Joint Stock Company Binh Thuan Province Short-term accommodation activities 95.79 95.80 95.79 95.80

49 Thu Minh Nguyen Investment Joint Stock Company Binh Thuan Province Short-term accommodation activities 96.14 96.15 96.14 96.15

50 Van Phat Investment Development Real Estate Joint Stock Company Ho Chi Minh City Real estate trading 99.98 99.98 99.98 99.98

173 NOVALAND ANNUAL REPORT 2023 174


Form B 09 – DN/HN Form B 09 – DN/HN

1. General information (continued)

31.12.2023 31.12.2022
No Name Location Principal activity
Percentage of Percentage of Percentage of Percentage of
ownership (%) voting rights (%) ownership (%) voting rights (%)

I - SUBSIDIARIES (continued)

51 The Forest City Company Limited Ba Ria - Vung Tau Province Real estate trading 99.88 99.90 99.88 99.90

52 Ngoc Uyen Investment and Real Estate Joint Stock Company Ho Chi Minh City Real estate trading 99.99 100.00 99.99 100.00

53 Bao Phuc Real Estate Company Limited Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

54 Nova Lexington Real Estate Joint Stock Company Ho Chi Minh City Real estate trading 99.95 99.97 99.95 99.97

55 KM Investment Group Company Limited Ho Chi Minh City Investment consulting 99.85 99.90 99.85 99.90

56 Delta - Valley Binh Thuan Company Limited Binh Thuan Province Real estate trading 99.85 100.00 99.85 100.00

57 Truong Thanh Real Estate Investment Joint Stock Company Ho Chi Minh City Real estate trading 99.99 100.00 99.99 100.00

58 Long Hung Phat Consulting Company Limited Ho Chi Minh City Management consulting activities 79.98 80.00 79.98 80.00

59 Long Hung Phat Real Estate Investment Company Limited Dong Nai Province Real estate trading 79.98 100.00 79.98 100.00

60 Thuan Phat Investment and Development Real Estate Joint Stock Company Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

61 Cuu Long Real Estate Development and Investment Company Limited Ho Chi Minh City Real estate trading 99.99 100.00 99.99 100.00

62 Lucky House Investment Services Joint Stock Company Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

63 Tan Kim Yen Real Estate Investment Company Limited Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

64 Phuc Hoa Real Estate Company Limited Ho Chi Minh City Real estate trading 69.97 99.99 69.97 99.99

65 The Ky Hoang Kim Real Estate Company Limited Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

66 Nova Holiday Joint Stock Company Ho Chi Minh City Short-term accommodation activities 99.98 99.98 99.98 99.98

67 An Phat Real Estate Development and Investment Company Limited Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

Global Membership Joint Stock Company (formerly known as


68 Ho Chi Minh City Short-term accommodation activities 100.00 100.00 100.00 100.00
Big Ben Holiday Joint Stock Company)

69 An Huy Investment and Development Real Estate Co., Ltd Ho Chi Minh City Real estate trading 99.99 99.99 99.99 99.99

70 Ngan Hiep Real Estate Joint Stock Company Ba Ria - Vung Tau Province Real estate trading 99.98 99.99 99.98 99.99

Real estate consulting, brokerage, auction,


71 Liberty Investment Joint Stock Company Ho Chi Minh City 99.98 99.98 99.98 99.98
land use right auction

72 Thanh My Loi Joint Stock Company Ho Chi Minh City Real estate trading 69.75 70.00 69.75 70.00

73 Cao Nguyen Xanh Real Estate Investment Company Limited Ho Chi Minh City Real estate trading 100.00 100.00 100.00 100.00

74 Nova Final Solution Joint Stock Company Ho Chi Minh City Real estate trading 99.98 99.98 99.98 99.98

75 Dang Khanh Real Estate Company Limited Ho Chi Minh City Real estate trading 99.39 99.41 99.39 99.41

76 Mui Ne General Investment Joint Stock Company Binh Thuan Province Building picnic resort 99.38 99.99 99.38 99.99

175 NOVALAND ANNUAL REPORT 2023 176


Form B 09 – DN/HN Form B 09 – DN/HN

1. General information (continued)

31.12.2023 31.12.2022
No Name Location Principal activity
Percentage of Percentage of Percentage of Percentage of
ownership (%) voting rights (%) ownership (%) voting rights (%)

I - SUBSIDIARIES (continued)

77 Green Land Real Estate Development and Investment Co., Ltd Ho Chi Minh City Real estate trading 69.97 100.00 69.97 100.00

78 Unity Real Estate Investment Company Limited Ho Chi Minh City Real estate trading 99.98 99.98 99.98 99.98

79 Binh An Ecoland Limited Company Ba Ria - Vung Tau Province Short-term accommodation activities 99.97 99.99 99.97 99.99

80 Da Lat Lake Real Estate Company Limited Ho Chi Minh City Real estate trading 99.98 100.00 99.98 100.00

81 Hoan Vu Joint Stock Company Ba Ria - Vung Tau Province Real estate trading 99.87 99.89 99.87 99.89

82 Duc Tan Joint Stock Company Binh Thuan Province Short-term accommodation activities 99.85 100.00 99.85 100.00

83 Novaland Dat Tam Land Investment Company Limited Ho Chi Minh City Real estate trading 51.00 51.00 51.00 51.00

84 Trung Duong Tourism Investment Joint Stock Company Binh Thuan Province Short-term accommodation activities 99.36 99.50 99.36 99.50

85 Da Lat Valley Real Estate Company Limited Dong Nai Province Real estate trading 72.62 72.62 72.62 72.62

86 Truc Quynh Investment Company Limited Ho Chi Minh City Real estate trading 99.99 100.00 99.99 100.00

87 Thanh Nhon Investment Company Limited (Note 3) Ho Chi Minh City Real estate trading 10.00 10.00 99.96 100.00

II - ASSOCIATES

Trading in electronic, telecommunications equipment


1 Sai Gon Electronics and Industrial Servicer Joint Stock Company Ho Chi Minh City 37.75 37.75 37.75 37.75
and components

2 Ben Thanh Housing Development and Service Joint Stock Company Ho Chi Minh City Real estate trading 25.00 25.00 25.00 25.00

3 Saigon Golf Company Limited Ho Chi Minh City Real estate trading 50.00 50.00 50.00 50.00

4 Hung Ngu Security Joint Stock Company Ho Chi Minh City Personal protection activities 23.99 24.00 23.99 24.00

5 Phu Tri Real Estate Investment Commercial Joint Stock Company Ho Chi Minh City Real estate trading 48.98 48.98 48.98 48.98

6 Amata Service City Long Thanh 1 Company Limited Dong Nai Province Real estate trading 48.89 49.00 48.89 49.00

7 Amata Service City Long Thanh 2 Company Limited Dong Nai Province Real estate trading 49.00 49.00 49.00 49.00

177 NOVALAND ANNUAL REPORT 2023 178


Form B 09 – DN/HN Form B 09 – DN/HN

2. Summary of significant accounting policies 2. Summary of significant accounting policies (continued)

2.1 Basis of preparation of consolidated financial statements 2.2 Going concern assumptions (continued)

The consolidated financial statements have been prepared in accordance with Vietnamese Accounting Standards, the (ii) Restructuring borrowings and corporate bonds (continued)
Vietnamese Corporate Accounting System and applicable regulations on preparation and presentation of consolidated
financial statements. The consolidated financial statements have been prepared under the historical cost convention - International lenders: enter into restructuring discussions with various international creditors to maintain stability.
except for investments in associates and joint ventures, and business combinations as presented in Note 2.6. The servicing of debt using proceeds from asset sales and the servicing of project/project guaranteed debt using
cash available from the underlying project, converted to equity.
The accompanying consolidated financial statements are not intended to present the financial position and results of
operations and cash flows in accordance with accounting principles and practices generally accepted in countries and (iii) Successfully executing the restructuring agreements
jurisdictions other than Vietnam’s. The accounting principles and practices utilised in Vietnam may differ from those The Group has agreed a number of initial restructuring agreements with lenders and is in the process of implementing
generally accepted in countries and jurisdictions other than Vietnam. related condition precedents for the restructuring plan to take effect as stated in Note 25. Lenders still present a
The consolidated financial statements in the Vietnamese language are the official statutory consolidated financial willingness on extension negotiation approval and allow the Group a certain period for remedial actions. The Board of
statements of the Group. The consolidated financial statements in the English language have been translated from the Management believes that the possibility of meeting the condition precedents is probable, therefore the lenders will
Vietnamese version. not exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the
terms of the contract.

(iv) The other current liabilities will be extended


2.2 Going concern assumptions
The Group has signed agreements at the amount of VND3,809 billion with the parties on the proposal to continue to extend
The combined impact of the lack of cash flows, the maturity of short-term obligations, and the limitations of capital raising the contract period by one year or more from the due date for current liabilities balances. The remaining balances are in
ability in the financial market have stepped up the pressure on the short-term liquidity of the Group. In addition, as of that progress of negotiation with parties for waiver and extension or partly being settled by swapping with real estates.
date, the Group violated a number of commitments under the loans and corporate bonds through public declaration.
(v) Banks will continue to provide credit to the Group to continue project development
These conditions indicate the existence of material uncertainties that may cast significant doubt on the Group’s ability to
continue as a going concern. A number of banks have agreed to continue to provide credit to the Group to continue development of projects to
ensure the progress of handover in stages to home buyers. During the year, a total amount of VND2,785 billion (Note
The consolidated financial statements have been prepared by the Board of Management on a going concern basis on the
25) of new facilities were drawn down to the Group by various banks. The Board of Management believes that the
assumption that the Group will be able to pay or restructure its liabilities and generate sufficient cash inflows to finance
Group will continue to attain additional facilities with a total amount of VND15,816 billion in the next 12 months to fund
the normal operations of the Group for at least 12 months from the date of the consolidated financial statements.
its developing projects.
Key going concern assumptions include:
(vi) Sales of assets
(i) Restricted cash generated from sales of properties will be released by the banks
The Group will sell assets for an expected total amount of VND2,870 billion to fulfil their obligation within the timeframe
As presented in Note 4, as at 31 December 2023, the Group had cash at bank with an amount of VND853 billion (as provided. In addition, the Group received offer letters from buyers that were not yet binding to sell assets with an
at 31 December 2022: VND5,537 billion) which are restricted by the banks. These amounts would be released if they expected sale proceeds amount of VND8,917 billion. The Board of Management believes that the Group will complete
are used for the proper purpose of the projects managed by the banks. As at the approval date of the consolidated the sale in the next 12 months.
financial statements, the Group had reached an agreement with banks to release the amount of VND419 billion. The
(vii) Specific measures from the Government to help recover the real estate market
Board of Management believes that the Group will reach similar agreements with the banks to release the remaining
amount for their projects. The Government has issued specific policies to support the real estate sector to overcome the difficulties and recover
the market. Especially, Decree No. 08/2023/NĐ-CP dated 5 March 2023 and Circular No. 02/2023/TT-NHNN dated
(ii) Restructuring borrowings and corporate bonds
23 April 2023 provided the Company with the framework for negotiating with lenders and bondholders to reduce the
As at 31 December 2023, the amount of outstanding borrowings and corporate bonds of the Company was pressure on the short-term liquidity. Details are as follows:
VND57,712,405,875,226 (as at 31 December 2022: VND64,868,896,586,290) (Note 25). As of the date of approval of the
• Decree No. 08/2023/ND-CP dated 5 March 2023 removes obstacles related to Corporate bonds which mature in 2023
consolidated financial statements, the Group settled an amount of VND644,786,841,801 of outstanding borrowings.
and 2024 to give businesses more time to restructure debts;
Some borrowing balances are in progress of negotiation as follows:
• Circular No. 02/2023/TT-NHNN dated 23 April 2023 allows rescheduling of principal by up to 12 months and maintaining
- Local banks: rescheduling interest and principal payments or extending term of debts from local banks up to 12
current liabilities’ classification;
months as permitted under the new Circular No. 02/2023/TT-NHNN issued by the State Bank; rollover/refinancing
of the local bank debt and/or implementation of asset sale/ deleveraging initiatives that will involve the disposal • Circular No. 03/2023/TT-NHNN dated 23 April 2023 allows for the repurchase of unlisted corporate bonds sold by the
of ineffective assets; and provision of additional financing for project development and mortgage financing for the credit institutions which is expected to address the liquidity bottleneck of the market;
Group’s buyers.
• Resolution No. 33/NQ-CP issued on 11 March 2023 in order to complete the legal processes and remove obstacles in the
- Local retail and public bondholders: proposed retail and public bond restructuring terms in line with Decree No. real estate market, develop social housing;
08/2023/ND-CP issued by the Vietnamese Government in March 2023 include: extension of maturity by two (2)
years from the original maturity date and interest rate applied 11.5% per annum (20% paid periodically on interest
payment dates and 80% paid on maturity) to stabilise the situation and restructure the bonds. The Group is also
offering bondholders a product swap option as an alternative to the restructuring.

179 NOVALAND ANNUAL REPORT 2023 180


Form B 09 – DN/HN Form B 09 – DN/HN

2. Summary of significant accounting policies (continued) 2. Summary of significant accounting policies (continued)

2.2 Going concern assumptions (continued) 2.6 Basis of consolidation

(vii) Specific measures from the Government to help recover the real estate market (continued) Subsidiaries

• Decision No 950/QĐ-NHNN and 951/QĐ-NHNN issued by the State Bank of Vietnam to lower the interest ceiling rate Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies in order
of 0.5% for one year from 23 May 2023; to gain future benefits from their activities generally accompanying a shareholding of more than one half of the voting
rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when
• On 27 March 2023, the State Bank of Vietnam consulted on a draft amendment to Circular No. 16/2021/TT-NHNN, assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is
which is expected to help support liquidity and help businesses have operating capital; transferred to the Group. They are de-consolidated from the date that control ceases.
• On 11 April 2023, the Government Office issued Letter No. 2427/VPCP-CN to guide the Ministry of Construction and The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an
the Ministry of Natural Resources and Environment to establish task force to work with the People’s Committee of acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed
Dong Nai and Binh Thuan Province to solve the difficulties for the projects of the Company in areas; at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities
• Other projects with legal problems are being urgently considered and resolved by the Government and local authorities; and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition
date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of
• Land Law No. 31/2024/QH15 dated 18 January 2024 effective from 1 January 2025 would support removal of legal the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the
obstacles and shorten the recovery momentum of the real estate market. fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the consolidated income
statement.
(viii) Financial support from the major shareholder
In a multi-phase acquisition, when determining goodwill or bargain purchase, the consideration is the sum of the total
NovaGroup Joint Stock Company, the majority shareholder of the Group has confirmed its commitment to provide
consideration on the date of acquiring control and previous considerations remeasured to fair value on the date of control
sufficient financial support to enable the Group to meet its liabilities as it falls due and to carry out its business in at
acquisition.
least 12 months from the date of these consolidated financial statements.
Inter-company transactions, balances and unrealised gains and losses on transactions between group companies are
(ix) Major projects have been restarted
eliminated.
The Group is working closely with the Government and local authorities to resolve the legal status of some of the
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted
projects. The Group expects to attain certain legal milestones in 2024 for them to meet their sales target in the next 12
by the Group.
months to ensure continuous cash collection from signed agreements with customers to continue generating sufficient
cash flows for funding of ongoing projects and normal business activities in the next 12 months. The financial statements of the subsidiaries are prepared for the same accounting period of the Group for the consolidation
purpose. If there are differences in end dates, the gap must not exceed 3 months. Adjustments are made to reflect impacts
Considering the aforementioned factors, the Board of Management is of the conclusion that the Group will be able to
of significant transactions and events occurring between the end dates of the subsidiaries’ accounting period and that of
generate sufficient working capital to finance its operations and to meet its obligations as and when they fall due in
the Group’s. The length of the reporting period and differences in reporting date must be consistent between years.
the following 12 months from the date of the consolidated financial statements. Accordingly, the Board of Management
assesses that it is appropriate for the consolidated financial statements for the year ended 31 December 2023 to be
prepared on a going concern basis. Non-controlling transactions and interests

The Group applies a policy for transactions with non-controlling interests as transactions with parties external to the
2.3 Fiscal year Group.
The Group’s fiscal year is from 1 January to 31 December. Non-controlling interests (“NCI”) are measured at their proportionate share of the acquiree’s identifiable net assets at date
of acquisition.

2.4 Currency Transactions leading to the change in the Group’s ownership interest in a subsidiary that does not result in loss of control
is accounted for as a transaction with owners. The difference between the change in the Group’s share of net assets of
The consolidated financial statements are measured and presented in the Vietnamese Dong (“VND”), which is the Group’s the subsidiary and any consideration paid or received from divestment of the Group’s interest in subsidiaries is recorded
accounting currency. directly in the undistributed earnings under equity.

Transactions leading to the change in the Group’s ownership interest in a subsidiary that results in a loss of control, the
difference between the Group’s share in the net assets of the subsidiary and the net proceeds from the divestment is
2.5 Exchange rates
recognised in the consolidated income statement. The retained interest in the entity will be accounted for as either an
Transactions arising in foreign currencies are translated at exchange rates prevailing at the transaction dates. Foreign investment in another entity or an investment to be accounted for as equity since the divestment date.
exchange differences arising from these transactions are recognised in the consolidated income statement.

Monetary assets and liabilities denominated in foreign currencies at the consolidated balance sheet date are respectively
translated at the buying and selling exchange rates at the consolidated balance sheet date of the commercial bank with
which the Group regularly transacts. Foreign currencies deposited in banks at the consolidated balance sheet date are
translated at the buying exchange rate of the commercial bank where the Group opens its foreign currency accounts.
Foreign exchange differences arising from these translations are recognised in the consolidated income statement.

181 NOVALAND ANNUAL REPORT 2023 182


Form B 09 – DN/HN Form B 09 – DN/HN

2. Summary of significant accounting policies (continued) 2. Summary of significant accounting policies (continued)

2.6 Basis of consolidation (continued) 2.9 Receivables

Joint ventures and associates Receivables represent trade receivables from customers arising from sales of goods and rendering of services or non-
trade receivables from others and are stated at cost. Provision for doubtful debts is made for each outstanding amount
A joint venture is a contractual agreement by two or more parties to jointly conduct an economic activity, which is jointly
based on overdue days in payment according to the initial payment commitment (exclusive of the payment rescheduling
controlled by the joint venture capital partners. Associates are investments that the Group has significant influence but
between parties), or based on the estimated loss that may arise. Bad debts are written off when identified as uncollectible.
not control over and the Group would generally have from 20% to less than 50% of the voting rights of the investee.
Investments in joint ventures and associates are accounted for using the equity method of accounting and are initially Receivables are classified into short-term and long-term receivables on the consolidated balance sheet based on the
recognised at cost. The Group’s investment in joint ventures and associates includes goodwill identified on acquisition, net remaining period from the consolidated balance sheet date to the maturity date.
of any accumulated impairment loss.

The Group’s share of the post-acquisition profits or losses of its joint ventures and those of its associates is recognised
in the consolidated income statement. The cumulative post-acquisition movements are adjusted against the carrying 2.10 Inventories
amount of the investment. When the Group’s share of losses in a joint venture or associate equals or exceeds its interest
in the joint venture or associate, the Group does not recognise further losses, unless it has incurred obligations or made Properties acquired or being constructed for sale in the ordinary course of business, rather than to be held for rental or
payments on behalf of the joint venture or associate. capital appreciation are recognised as inventories. Inventories are stated at the lower of cost and net realisable value. The
Accounting policies of joint ventures and associates have been changed where necessary to ensure consistency with the cost of inventories includes cost of land and construction costs of infrastructure and apartments, direct expenditures and
policies adopted by the Group. other overhead expenses incurred in bringing the inventories to their present location and condition. Net realisable value
is the estimated selling price in normal course of business less the estimated costs of completion and selling expenses.
Unrealised gains and losses on transactions between the Group and its joint ventures and associates are eliminated to the
extent of the Group’s interest in the joint ventures and associates. Provision is made, when necessary, for obsolete, slow-moving and defective inventory items and where cost is higher than
net realisable values. The difference between the provision of this year and the provision of the previous year is recognised
as an increase or decrease of cost of goods sold in the year.

2.7 Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable 2.11 Investments
assets of the acquired subsidiary or associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is
recognised as an asset and is amortised on a straight-line basis over its estimated period of benefit but not exceeding a (a) Investments held-to-maturity
period of 10 years. Gain on bargain purchase is the excess of the Group’s share of the fair value of identifiable net asset
over the cost of investment and is recognised as other income. Investments held-to-maturity are investments which the Group has a positive intention and ability to hold until
maturity.
Goodwill on acquisitions of associates is included in the carrying amount of the investment at the date of acquisition. The
Group does not amortise this goodwill. Investments held to maturity include term deposits, bonds, preference shares which the issuer is required to buy
back in the future, and other investments held to maturity. Those investments are initially accounted for at cost.
On disposal of the investment in subsidiaries or associates, the attributable amount of unamortised goodwill is included in Subsequently, the Board of Management reviews all outstanding investments to determine the amount of provision
the determination of the profit or loss on disposal. to be recognised at the year end.
Goodwill is carried at cost less accumulated amortisation and is tested annually for impairment. If there is evidence that Provision for diminution in value of investments held to maturity is made when there is evidence that the investment
the impairment during the year is higher than the annual goodwill charge, the Group records the impairment immediately is uncollectible in whole or in part. Changes in the provision balance during the fiscal year are recorded as an
in the accounting period. increase or decrease in financial expenses. A reversal, if any, is made only to the extent the investment is restored to
its original cost.

Investments held to maturity are classified into short-term and long-term investments held to maturity on the
2.8 Cash and cash equivalents consolidated balance sheet based on the remaining period from the consolidated balance sheet date to the
maturity date.
Cash and cash equivalents comprise cash on hand, cash at banks, cash in transit and other short-term investments with
an original maturity of three months or less.

183 NOVALAND ANNUAL REPORT 2023 184


Form B 09 – DN/HN Form B 09 – DN/HN

2. Summary of significant accounting policies (continued) 2. Summary of significant accounting policies (continued)

2.11 Investments (continued) 2.14 Fixed assets

(b) Investments in associates and joint ventures Tangible and intangible fixed assets

Investments in associates and joint ventures are accounted for using the equity method when preparing the consolidated Fixed assets are stated at historical cost less accumulated depreciation or amortisation. Historical cost includes any
financial statements (Note 2.6). expenditure that is directly attributable to the acquisition of the fixed assets bringing them to suitable conditions for their
intended use. Expenditure which is incurred subsequently and has resulted in an increase in the future economic benefits
expected to be obtained from the use of fixed assets, can be capitalised as an additional historical cost. Otherwise, such
(c) Investments in other entities
expenditure is charged to the consolidated income statement when incurred in the year.
Investments in other entities are investments in equity instruments of other entities without controlling rights or
co-controlling rights, or without significant influence over the investee. These investments are accounted for initially Depreciation and amortisation
at cost. Subsequently, the Board of Management reviews all outstanding investments to determine the amount of Fixed assets are depreciated and amortised using the straight-line basis so as to write off the depreciable amount of the
provision to recognise at the year end. fixed assets over their estimated useful lives. Depreciable amount equals to the historical cost of fixed assets recorded in
Provision for investments in other entities is made when there is a diminution in value of the investments at the year the financial statement minus (-) the estimated disposal value of such assets. The estimated useful lives of each asset class
end. It is calculated based on market value if market value can be determined reliably. If market value cannot be are as follows:
determined reliably, the provision for investments in other entities is calculated based on the loss of investees.
Buildings 5 – 50 years
Changes in the provision balance during the fiscal year are recorded as an increase or decrease in financial expenses.
A reversal, if any, is made only to the extent the investment is restored to its original cost. Plants and machinery 3 – 20 years

Motor vehicles 4 – 10 years

2.12 Lendings
Office equipment 2 – 8 years

Lendings are lendings granted for the earning of interest under agreements among parties but not for being traded as
Software and License 2 – 10 years
securities.

Lendings are initially recognised at cost. Subsequently, the Board of Management reviews all outstanding amounts to Brand name and Trademark 3 years
determine the amount of provision to be recognised at the year end. Provision for doubtful lending is made for each
lending based on overdue days in payment of principals according to the initial payment commitment (exclusive of the Others 2 – 5 years
payment rescheduling between parties) or based on the estimated loss that may arise. Changes in the provision balance
during the fiscal year are recorded as an increase or decrease in financial expenses. A reversal, if any, is made only to the
extent the investment is restored to its original cost. Definite land use rights are stated at costs less accumulated amortisation. Costs of land use rights consists of its purchased
prices and any directly attributable costs in obtaining the land use rights. Land use rights are amortised using the straight-
Lendings are classified into short-term and long-term lendings on the consolidated balance sheet based on the remaining line basis over the terms of the land use right certificates.
term of the lendings as at the consolidated balance sheet date.
Indefinite land use rights are stated at costs and not amortised.

Disposals
2.13 Business cooperation contracts Gains or losses on disposals are determined by comparing net disposal proceeds with the carrying amount of the fixed
assets and are recognised as income or expense in the consolidated income statement.
A business cooperation contract (“BCC”) is a contract between the Group and other parties to carry out specific business
activities without establishing a new legal entity. These activities are controlled by one of the parties. The BCC states that Construction in progress
each party is entitled to profits when the BCC is profitable and is required to bear losses when the BCC is loss making, in
substance, the BCC parties share revenues and expense because each party can jointly control the operation and cash Construction in progress represents the cost of assets in the course of installation or construction for production, rental
flows of the BCC. or administrative purposes, or for purposes not yet determined, which are recorded at cost and are comprised of such
necessary costs to construct, repair and maintain, renew or equip the projects with technologies as construction costs; costs
(i) When the Group is in charge of accounting and tax finalisation, the Group is required to recognise the entire revenue of equipments; compensation, assistance and resettlement expenses; project management expenditures; construction
and expenses arising from the BCC, and then allocate the proportionate shares of revenue and expenses to the other consulting expenditures; and capitalised borrowing costs for qualifying assets in accordance with the Group’s accounting
parties in the year. policy. Depreciation of these assets, on the same basis as other fixed assets, commences when the assets are ready for
(ii) When the Group is not in charge of accounting and tax finalisation, the Group accounts for its proportionate share of their intended use.
revenue and expenses from the BCC.
2.15 Operating leases
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as
operating leases. Payments made under operating leases are charged to the consolidated income statement on a straight-
line basis over the term of the lease.

185 NOVALAND ANNUAL REPORT 2023 186


Form B 09 – DN/HN Form B 09 – DN/HN

2. Summary of significant accounting policies (continued) 2. Summary of significant accounting policies (continued)

2.16 Investment properties held for lease


2.19 Borrowings
The historical cost of an investment property represents the amount of cash or cash equivalents paid or the fair value of Borrowings include borrowings from banks, financial institutions and other entities.
another consideration given to acquire the investment property at the time of its acquisition or completion of construction.
Expenditure incurred subsequently which has resulted in an increase in the expected future economic benefits from the use Borrowings are classified into short-term and long-term borrowings on the consolidated balance sheet based on remaining
of investment properties can be capitalised as an additional historical cost. Otherwise, such expenditure is charged to the period from the consolidated balance sheet date to the maturity date.
consolidated income statement when incurred in the period.
Borrowing costs that are directly attributable to the construction or production of any qualifying assets are capitalised
during the period of time that is required to complete and prepare the asset for its intended use. In respect of general-
Depreciation purpose borrowings a portion of which is used for the purpose of construction or production of any qualifying assets,
Investment properties held for lease are depreciated on a straight-line basis to write off the depreciable amount of the the Group determines the amount of borrowing costs eligible for capitalisation by applying a capitalisation rate to the
assets over their estimated useful lives. The estimated useful lives of each asset class are as follows: weighted average expenditure on the assets. The capitalisation rate is the weighted average of the interest rates applicable
to the Group’s borrowings that are outstanding during the year, other than borrowings made specifically for the purpose of
obtaining a qualifying asset. Other borrowing costs are recognised in the consolidated income statement when incurred.
Buildings and structures 6 – 50 years

Others 5 years 2.20 Accrued expenses

Accrued expenses include liabilities for goods and services received in the fiscal year but not yet paid for, due to pending
Land use rights with indefinite useful lives are recorded at historical cost and are not amortised. invoices or insufficient records and documents. Accrued expenses are recorded as an expense in the reporting year.

Disposals
2.21 Provisions
Gains or losses on disposals are determined by comparing net disposal proceeds with the carrying amount of investment
properties and are recognised as income or expense in the consolidated income statement.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated.
Provision is not recognised for future operating losses.
2.17 Prepaid expenses
Provisions are measured at the level of the expenditures expected to be required to settle the obligation. If the time value
Prepaid expenses include short-term and long-term prepayments on the consolidated balance sheet. Short-term prepaid of money is material, provision will be measured at the present value using a pre-tax rate that reflects current market
expenses reflect prepayments for services, or tools that do not meet the recognition criteria for fixed assets for a period not assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to
exceeding 12 months or a business cycle from the date of prepayments. Long-term prepaid expenses reflect prepayments passage of time is recognised as a financial expense. Changes in the provision balance during the fiscal year are recorded
for services or tools that do not meet the recognition criteria for fixed assets for a period exceeding 12 months or more as an increase or decrease in operating expenses.
than one business cycle from the date of prepayments. Prepaid expenses are recorded at historical cost and allocated
to expenses on the straight-line basis over estimated useful lives, except for sales commissions which are allocated to
expenses on the basis of matching with revenue recorded when the Group has handed over significant risks and rewards
2.22 Provision for severance allowances
of ownership to the buyers.

Prepayments for land rental contracts which are not recorded as intangible assets as described in Note 2.14 are recorded In accordance with Vietnamese labour laws, employees of the Group who have worked regularly for full 12 months or
as prepaid expenses and allocated using the straight-line basis over the prepaid lease term. longer are entitled to a severance allowance. The working period used for the calculation of severance allowance is the
period during which the employee actually works for the Group less the period during which the employee participates
in the unemployment insurance scheme in accordance with the labour regulations and the working period for which the
employee has received severance allowance from the Group.
2.18 Payables
The severance allowance is accrued at the end of the reporting year on the basis that each employee is entitled to a
Classifications of payables are based on their nature as follows: half of an average monthly salary for each working year. The average monthly salary used for calculating the severance
allowance is the employee contract’s average salary for the fiscal year prior to the consolidated balance sheet date.
• Trade accounts payable are trade payables arising from purchase of goods and services; and
This allowance will be paid as a lump sum when employees terminate their labour contracts in accordance with current
• Other payables are non-trade payables and payables not relating to purchases of goods and services. regulations.
Payables are classified into short-term and long-term payables on the consolidated balance sheet based on remaining
period from the consolidated balance sheet date to the maturity date.

187 NOVALAND ANNUAL REPORT 2023 188


Form B 09 – DN/HN Form B 09 – DN/HN

2. Summary of significant accounting policies (continued) 2. Summary of significant accounting policies (continued)

2.23 Unearned revenue 2.27 Revenue recognition

Unearned revenue mainly comprises the amounts that customers have paid in advance for one or many accounting (a) Revenue from real estate sales
periods for asset leasing activities. The Group records unearned revenue for the future obligations that the Group has to
fulfill. Unearned revenue is recognised as revenue in the consolidated income statement during the year to the extent that Revenue from real estate sale is recognised in the consolidated income statement when all five (5) of the following
revenues recognition criteria have been met. conditions are satisfied:

• The real estate asset has been completed, and the Group has transferred to the buyer the significant risks and rewards
of ownership of the real estate asset;
2.24 Convertible bonds
• The Group no longer holds the right to manage the real estate asset as the real estate’s owner nor the right to control
the real estate asset;
Convertible bonds are bonds that may be converted into common shares of the Group under the conditions identified in
the bond issuance scheme. • The amount of revenue can be measured reliably;

Upon initial recognition, the Group calculates and determines separately the value of the debt component and equity • The Group has received or entitled to receive economic benefits from the sale of the real estate asset; and
component of convertible bonds using the effective interest rate method. The debt component of convertible bonds is
recorded as a liability; the equity component (share options) of convertible bonds is recorded as an owners’ equity item. • The costs incurred or to be incurred in respect of the real estate asset can be measured reliably.
Subsequently, the Group periodically records bond interest using the effective interest rate. The costs of issuing convertible
bonds are deducted to the bond’s liability component and allocated to financial expenses or capitalised on the straight (b) Revenue from rendering of services
line basis.
Revenue from rendering of services is recognised in the consolidated income statement when the services are rendered,
At maturity, the equity components which are share options are transferred to the share premium account regardless of by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion
whether the bond holder exercised the option or not. of the total services to be provided.

Revenue from rendering of services is only recognised when all four (4) of the following conditions are satisfied:

2.25 Capital and reserves • The amount of revenue can be measured reliably;

• It is probable that the economic benefits associated with the transaction will flow to the Group;
Owners’ capital is recorded according to the actual amounts contributed at the par value of the shares.
• The percentage of completion of the transaction at the consolidated balance sheet date can be measured reliably; and
Share premium is the difference between the par value and the issue price of shares.
• The costs incurred for the transaction and the costs to complete the transaction can be measured reliably.
Conversion options on bonds represent the value of the equity component of the convertible bonds at the reporting date.
The accounting for equity component of the convertible bonds are in accordance with policy Note 2.24.
(c) Interest income
Undistributed earnings record the Group’s results (profit or loss) after CIT at the reporting date.
Interest income is recognised on the basis of the actual time and interest rates for each period when both conditions are
simultaneously satisfied:

(a) It is probable that economic benefits will be generated;

(b) Income can be measured reliably.


2.26 Appropriation of profit

The Group’s dividends are recognised as a liability in the consolidated financial statements in the year in which the (d) Dividends income
dividends are approved by the General Meeting of shareholders.
Income from dividends is recognised when the Group has established receiving rights from investees.
Net profit after CIT could be distributed to shareholders after approval at a General Meeting of shareholders, and after
appropriation to other funds in accordance with the Group’s charter and Vietnamese regulations.

The Group’s fund is as below:


2.28 Sales deductions

Bonus and welfare fund Sales deductions include trade discounts, sales returns and allowances. Sales deductions incurred in the same year of the
The bonus and welfare fund is appropriated from the Group’s profit after CIT as proposed and subject to the shareholders’ related revenue from sales of products, goods and rendering of services are recorded as deduction from the revenue of
approval at the General Meeting of shareholders. This fund is presented as a liability on the consolidated balance sheet. that year.
This fund is used for rewarding, increasing general benefits and improving the welfare of officers and employees. Sales deductions for sales of products, goods or rendering of services which are sold in the year but are incurred after
the consolidated balance sheet date but before the issuance of the consolidated financial statements are recorded as
deduction from the revenue of the year.

189 NOVALAND ANNUAL REPORT 2023 190


Form B 09 – DN/HN Form B 09 – DN/HN

2. Summary of significant accounting policies (continued) 2. Summary of significant accounting policies (continued)

2.29 Cost of goods sold and services rendered 2.34 Related parties

Cost of goods sold and services rendered are the cost of finished goods, merchandises, materials sold or services rendered Enterprises and individuals that directly, or indirectly through one or more intermediaries, control, or are controlled by, or
during the year, and recorded on the basis of matching with revenue and on a prudent basis. are under common control with the Group, including associates and individuals owning, directly or indirectly, an interest in
the voting power of the Group that gives them significant influence over the Group, key management personnel, including
the Board of Directors, the Board of Management of the Group and close members of the family of these individuals and
2.30 Financial expenses companies associated with these individuals also constitute related parties.

In considering its relationships with each related party, the Group considers the substance of the relationships not merely
Finance expenses are expenses incurred in the year for financial activities including expenses or losses relating to financial the legal form.
investment activities and bond issuance; losses incurred on selling foreign currencies; losses from foreign exchange
differences; and payment discounts.

2.35 Segment reporting


2.31 Selling expenses
A segment is a component which can be separated by the Group engaged in sales of goods or rendering of services
Selling expenses represent expenses that are incurred in the process of selling products, goods, and providing services. (“business segment”), or sales of goods or rendering of services within a particular economic environment (“geographical
segment”). Each segment is subject to risks and returns that are different from those of other segments. A reportable
segment is the Group’s business segment or the Group’s geographical segment.

2.32 General and administration expenses

General and administration expenses represent expenses that are incurred for administrative purposes. 2.36 Critical accounting estimates

The preparation of the consolidated financial statements in accordance with Vietnamese Accounting Standards, the
Vietnamese Corporate Accounting System and applicable regulations on preparation and presentation of consolidated
2.33 Current and deferred income tax
financial statements requires the Board of Management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial
Income tax includes all income tax which is based on taxable profits. Income tax expense comprises current income tax
statements and the reported amounts of revenues and expenses during the financial year.
expense and deferred income tax expense.
Such estimates and assumptions are continually evaluated. They are based on historical experiences and other factors,
Current income tax is the amount of income taxes payable or recoverable in respect of the current year taxable profits and
including expectations of future events that may have a financial impact on the Group and that are assessed by the Board
at the current year tax rates. Current and deferred income tax are recognised as an income or an expense and included in
of Management to be reasonable under the circumstances.
the profit or loss of the year, except to the extent that the income tax arises from a transaction or event which is recognised,
in the same or a different year, directly in equity.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax 3. Disposal of a subsidiary
is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of occurrence affects neither the accounting nor the taxable profit or loss. Deferred income Disposal of Thanh Nhon Investment Real Estate Company Limited
tax is determined at the tax rates that are expected to apply to the financial year when the asset is realised or the liability
is settled, based on tax rates that have been enacted or substantively enacted by the consolidated balance sheet date. In 2023, the Group disposed a part of equity interest in Thanh Nhon Investment Real Estate Company Limited with a total
consideration of VND3,043,621,201,442. The gain of VND566,483,414,624 is the difference between the total consideration
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available and the carrying value of net assets transferred, was recognised in the consolidated income statement (Note 33).
against which the temporary differences can be utilised.
From 22 September 2023, Thanh Nhon Investment Real Estate Company Limited has become a Group’ investment in other
entity (Note 5(c)).

191 NOVALAND ANNUAL REPORT 2023 192


Form B 09 – DN/HN Form B 09 – DN/HN

4. Cash and cash equivalents 5. Investments (continued)

(b) Investments in associates

31.12.2023 31.12.2022
31.12.2023 31.12.2022
VND VND

Cash on hand 18,146,012,066 2,791,554,990 Cost Fair value Provision Cost Fair value Provision
VND VND VND VND VND VND

Cash at bank 1,695,613,201,770 2,993,190,444,785 Investments in


1,423,136,037,351 (*) - 1,582,075,462,089 (*) -
associates
Cash equivalents (*) 1,698,765,222,888 5,604,188,523,727

3,412,524,436,724 8,600,170,523,502 Details of investment in associates are as below:

31.12.2023 31.12.2022
(*) Cash equivalents are term deposits in Vietnamese Dong at commercial banks with original term of less than 3 months Name
Principal
activity Fair Fair
and earning interest at rate range from 1.9% per annum to 4.75% per annum (as at 31 December 2022: from 2.5% per Cost
value
Provsion Cost
value
Provsion
annum to 6.0% per annum). VND VND VND VND
VND VND

As at 31 December 2023, cash and cash equivalents of VND63 billion (as at 31 December 2022: VND577 billion) were Phu Tri Real Estate
pledged as collateral assets for the bank loans and VND853 billion (as at 31 December 2022: VND5,537 billion) were Investment Real estate
581,990,289,067 (*) - 584,441,406,028 (*) -
Commercial Joint trading
managed by bank under purpose of borrowings for each project. Stock Company

Amata Service City


Real estate
Long Thanh 2 387,134,653,122 (*) - 387,289,004,199 (*) -
5. Investments Company Limited
trading

Amata Service City


Real estate
(a) Short-term investments held-to-maturity Long Thanh 1
trading
369,153,308,551 (*) - 369,353,342,576 (*) -
Company Limited

Saigon Golf Real estate


- (*) - 156,571,163,438 (*) -
Company Limited trading
31.12.2023 31.12.2022
Ben Thanh Housing
Cost Book value Cost Book value Service and Real estate
81,716,150,623 (*) - 81,177,119,871 (*) -
VND VND VND VND Development Joint trading
Stock Company
Term deposits (*) 40,346,843,256 40,346,843,256 322,865,380,550 322,865,380,550
Hung Ngu Security Personal
Joint Stock protection 2,340,154,249 (*) - 2,418,532,876 (*) -
Bonds (**) 3,161,000,000 3,161,000,000 3,839,312,750 3,839,312,750 Company activities

Electronic
43,507,843,256 43,507,843,256 326,704,693,300 326,704,693,300 Sai Gon
components
Electronics and
and telecom-
Industrial Service 801,481,739 (*) - 824,893,101 (*) -
munications
Joint Stock
trading
Company
(*) Short-term deposits represent bank deposits in VND with original maturity of more than three months and the remaining
term not exceed twelve months at the commercial banks and earn interest at rate range from 4.2% per annum to 7.3% per
annum (as at 31 December 2022: from 3.6% per annum to 9.5% per annum). 1,423,136,037,351 - 1,582,075,462,089 -

(**) These are bond investments earning interest rates at 10.5% per annum (as at 31 December 2022: from 10.3% per
annum to 10.5% per annum)

As at 31 December 2023, short-term deposits of VND14 billion (as at 31 December 2022: VND144 billion) were pledged as
collateral assets and short-term deposits of VND 4 billiion (as at 31 December 2022: VND 42.5 billion) were managed by
bank under purpose of borrowings for each project.

193 NOVALAND ANNUAL REPORT 2023 194


Form B 09 – DN/HN Form B 09 – DN/HN

5. Investments (continued)

(b) Investments in associates (continued)

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

31.12.2023 31.12.2022
VND VND

Beginning of the year 1,582,075,462,089 1,584,535,735,532

(Loss)/profit sharing from investments in associates (151,539,424,738) 3,622,528,857

Dividend received (7,400,000,000) (2,400,000,000)

Additional investments in the year - 4,606,000,000

Disposals of investments in associates in the year - (8,288,802,300)

End of the year 1,423,136,037,351 1,582,075,462,089

(*) As at 31 December 2023 and 31 December 2022, the Group had not determined the fair value of these investments
for disclosure in the consolidated financial statements because they do not have listed prices. The fair value of such
investments may be different from their book value.

(c) Investments in other entities

31.12.2023 31.12.2022

Cost Fair value Provision Cost Fair value Provision


VND VND VND VND VND VND

Investments in other entities 304,914,914,598 (*) - 33,839,750,000 (*) -

Details of investments in other entities are as follows:

31.12.2023 31.12.2022

Name Principal activity


Ownership Cost Fair value Provision Ownership Cost Fair value Provision
% VND VND VND % VND VND VND

Thanh Nhon Investment Real Estate


Real estate trading 10.00 271,075,164,598 (*) - - - (*) -
Company Limited

Hong Ngu City Joint Stock Company Real estate trading 15.00 15,000,000,000 (*) - 15.00 15,000,000,000 (*) -

Mekong Smart City Joint Stock Company Manufacture of electronic 15.00 9,000,000,000 (*) - 15.00 9,000,000,000 (*) -

195 NOVALAND ANNUAL REPORT 2023 196


Form B 09 – DN/HN Form B 09 – DN/HN

5. Investments (continued)

(c) Investments in other entities (continued)

Details of investments in other entities are as follows (continued):

31.12.2023 31.12.2022

Name Principal activity


Ownership Cost Fair value Provision Ownership Cost Fair value Provision
% VND VND VND % VND VND VND

Hue Travel Corporation Tourism services 11.32 7,939,750,000 (*) - 11.32 7,939,750,000 (*) -

Novareal Joint Stock Company Real estate trading 5.00 1,000,000,000 (*) - 5.00 1,000,000,000 (*) -

PTN Education Joint Stock Company Education 9.00 450,000,000 (*) - 9.00 450,000,000 (*) -

Nova Education Group Joint Stock


Education 9.00 450,000,000 (*) - 9.00 450,000,000 (*) -
Company

304,914,914,598 - 33,839,750,000 -

(*) As at 31 December 2023 and 31 December 2022, the Group had not determined the fair value of these investments
for disclosure in the consolidated financial statements because they do not have listed prices. The fair value of such
investments may be different from their book value.

6. Short-term trade accounts receivable 6. Short-term trade accounts receivable (continued)

(*) Trade receivables from sales of real estate mainly include receivables retained by customers and not yet paid until these
31.12.2023 31.12.2022
VND VND customers are transferred the ownership certificate.

As at 31 December 2023 and 31 December 2022, the balance of short-term trade accounts receivable which was past due
Trade receivable from sales of real estate
amounting to VND10,635,645,778 and VND10,449,645,778 respectively are presented in Note 10(a).

Third parties (*) 2,366,277,401,080 2,405,974,086,586 As at 31 December 2023 and 31 December 2022, there were no customers accounting for 10% or more of total the short-
term trade accounts receivable.
Related parties (Note 42(b)) 27,963,735,174 27,963,735,174

Trade receivable from rendering of services

Third parties 443,200,070,784 505,713,230,237

2,837,441,207,038 2,939,651,051,997

197 NOVALAND ANNUAL REPORT 2023 198


Form B 09 – DN/HN Form B 09 – DN/HN

7. Short-term prepayments to suppliers 9. Other receivables

(a) Short-term
31.12.2023 31.12.2022
VND VND
31.12.2023 31.12.2022
Third parties
Book value Provision Book value Provision
VND VND VND VND
Green Mark Construction Joint Stock Company 3,652,160,940,651 3,595,277,072,573
Deposits for the acquisition of shares (*) 13,342,821,629,468 - 20,118,808,383,177 -

Nova E&C Joint Stock Company 845,089,324,393 979,372,955,801 Project development and investment
5,279,035,000,000 - 2,938,110,000,000 -
co-operation

Nova Evergreen Joint Stock Company 530,449,591,100 634,417,767,363 Deposits for the acquisition of land use
3,308,265,285,727 - 3,384,168,485,727 -
rights and projects
Saigon General Services Joint Stock Company (*) 323,182,845,867 323,182,845,867
Interest receivable from deposits, lending
2,370,009,440,286 - 1,995,941,752,037 -
and investment co-operation
Others 2,106,667,408,075 2,518,346,298,221
Receivable from contract termination 1,045,315,901,122 - 1,528,477,446,575 -

7,457,550,110,086 8,050,596,939,825 VAT advance payment 1,053,540,648,471 - 1,046,782,316,586 -

Deposit for investment consulting service


1,027,397,339,178 - 1,108,845,739,178 -
contract
(*) As at 31 December 2023, the balance represents land costs and other related fees to execute the project transfer
procedures. Advance for interest on investment co-oper-
886,081,827,359 - 783,180,704,076 -
ation
As at 31 December 2023 and 31 December 2022, there was no balance of short-term prepayments to suppliers which was
past due or not past due but doubtful. Receivables relating to Saigon Golf (**) 392,380,000,000 - 388,560,000,000 -

Receivable from real estate swap 248,601,202,997 - - -

8. Lendings Advances for projects 347,010,468,313 - 348,009,504,593 -

Security for Deposit contract (***) 329,400,000,000 - 329,400,000,000 -


(a) Short-term
Other deposits for projects 163,511,243,842 - 298,287,239,842 -

31.12.2023 31.12.2022 Deposits for projects to Department of


VND VND 61,016,759,192 - 61,016,759,192 -
Planning and Investment

Third parties 6,584,830,331,194 4,466,526,766,847 Receivables relating to transfers of subsid-


- - 2,308,212,550,000 -
iaries

Related parties (Note 42(b)) 17,572,000,000 300,000,000 Others 284,890,745,327 (15,000,000,000) 261,164,766,155 -

6,602,402,331,194 4,466,826,766,847 30,139,277,491,282 (15,000,000,000) 36,898,965,647,138 -

In which, the balances with related parties and third parties were as follows:
These are the short-term and unsecured lendings for working capital financing purposes, with maturity under 12 months
and earn interest at a rate range from 3.6% per annum to 18% per annum (as at 31 December 2022: from 4% per annum
to 18% per annum). 31.12.2023 31.12.2022

Book value Provision Book value Provision


(b) Long-term VND VND VND VND

31.12.2023 31.12.2022 Third parties 29,555,083,588,760 - 36,317,397,918,874 -


VND VND
Related parties (Note 42(b)) 584,193,902,522 (15,000,000,000) 581,567,728,264 -
Third parties 176,200,000,000 98,000,000,000

30,139,277,491,282 (15,000,000,000) 36,898,965,647,138 -


These are the long-term and unsecured lendings for working capital financing purposes, with maturity of 24 months and
earn interest at a rate of 4.3% per annum (as at 31 December 2022: from 13% per annum to 13.2% per annum).
(*) These deposits for share acquisition of companies which the Group is investing, these deposits will be recognised as
investments in subsidiaries or associates when the Group completes share transfers.

199 NOVALAND ANNUAL REPORT 2023 200


Form B 09 – DN/HN Form B 09 – DN/HN

9. Other receivables (Continued) 9. Other receivables (Continued)

(a) Short-term (Continued) (b) Long-term (Continued)

(**) These are receivables according to Cancellation Agreement of the Capital transfer contract for an amount of In which, the balances with related parties and third parties were as follows:
VND645,444,132,075 and the return of the additional capital contributed to Saigon Golf amounting to the principal
amounted to VND388,560,000,000 and an amount of late interest payment. As at the date of issuance of the consolidated
31.12.2023 31.12.2022
financial statements, the Group has fully collected these balances.
Book value Provision Book value Provision
(***) The balance represents the guarantee for the Deposit Contract with Ngoc Minh Real Estate Development Investment VND VND VND VND
Company Limited for investment cooperation in the project of Residential area of 4.2777ha in Thanh My Loi Ward, Thu Duc
City, Ho Chi Minh City (commercial name: Victoria Village). Third parties 34,146,501,289,784 (105,429,508) 43,908,065,347,630 (105,429,508)

Related parties (Note 42(b)) 151,400,000,000 - 76,000,000,000 -


(b) Long-term
34,297,901,289,784 (105,429,508) 43,984,065,347,630 (105,429,508)

31.12.2023 31.12.2022

Book value Provision Book value Provision


As at 31 December 2023 and 31 December 2022, the balance of other long-term receivables which was past due, amounted
VND VND VND VND
to VND105,429,508 are presented in Note 10(b).
Project development and investment
29,046,303,980,759 - 39,613,376,000,000 -
co-operation (*)

Deposits for the acquisitions of real estates 3,270,265,264,000 - 3,270,265,264,000 -

Interest receivable from investment


1,010,255,520,558 - 638,843,220,549 -
co-operation

Receivable from real estate swap 545,269,234,937 - - -

Deposits for projects to Department of


199,301,850,093 - 198,550,852,242 -
Planning and Investment

Deposits for other projects 51,015,029,508 (105,429,508) 168,815,029,508 (105,429,508)

Deposit for investment consulting service


81,448,400,000 - - -
contract

Deposits for the acquisition of land use


76,000,000,000 - 76,000,000,000 -
rights

Others 18,042,009,929 - 18,214,981,331 -

34,297,901,289,784 (105,429,508) 43,984,065,347,630 (105,429,508)

(*) This balance represents project development and business cooperation with partners. These amounts will be repaid
in full to the Group at the end of the projects. The Group will receive profits at the end of the projects in accordance with
agreed sharing ratios in the agreements.

201 NOVALAND ANNUAL REPORT 2023 202


Form B 09 – DN/HN Form B 09 – DN/HN

10. Doubtful debts

(a) Short-term receivables

31.12.2023 31.12.2022

Recoverable Recoverable
Cost Provision Cost Provision
amount amount
VND VND VND VND
VND VND

(i) Short-term trade receivables which were past due

Hoang Phuc House Construction Development Investment Company Limited 10,263,645,778 - 10,263,645,778 10,263,645,778 - 10,263,645,778

Thinh Vuong Decor Company Limited 372,000,000 - 372,000,000 372,000,000 186,000,000 186,000,000

10,635,645,778 - 10,635,645,778 10,635,645,778 186,000,000 10,449,645,778

(ii) Other short-term receivables which were past due

Saigon Electronics and Industrial Service Joint Stock Company 15,000,000,000 - 15,000,000,000 15,000,000,000 15,000,000,000 -

(b) Long-term receivables

31.12.2023 31.12.2022

Recoverable Recoverable
Cost Provision Cost Provision
amount amount
VND VND VND VND
VND VND

Other long-term trade receivables which were past due

Hung Hiep Phat Investment Trading Joint Stock Company 105,429,508 - 105,429,508 105,429,508 - 105,429,508

203 NOVALAND ANNUAL REPORT 2023 204


Form B 09 – DN/HN Form B 09 – DN/HN

11. Inventories 11. Inventories (continued)


(b) Long-term work in progress
(a) Inventories
The balance represents the value of properties in construction of projects located in Thao Dien Ward and Phu Huu
31.12.2023 31.12.2022 Ward, Thu Duc City, Ho Chi Minh City. These projects are in progress of completing the legal documents for future
Cost Provision Cost Provision developments.
VND VND VND VND

Properties under construction (i) 129,732,731,714,808 (158,855,190,876) 123,025,421,807,514 - 12. Prepaid expenses

Completed properties 9,238,045,841,836 (2,090,238,024) 11,810,902,186,085 (2,090,238,024) (a) Short-term

31.12.2023 31.12.2022
Property merchandises 110,945,172,833 - 104,743,200,000 -
VND VND

Deferred expenses in accordance with revenue 249,438,077,594 230,980,338,722


Other goods 14,494,507,388 - 16,735,018,664 -
Tools and equipment 1,236,736,165 2,490,734,316
139,096,217,236,865 (160,945,428,900) 134,957,802,212,263 (2,090,238,024)
Others 22,828,434,757 49,049,762,515

273,503,248,516 282,520,835,553
Movements in the provision for decline in value of inventories during the year were as follows:

2023 2022 (b) Long-term


VND VND

Beginning of year (2,090,238,024) (2,090,238,024) 31.12.2023 31.12.2022


VND VND
Addition (158,855,190,876) -
Deferred expenses in accordance with revenue 1,621,037,487,064 1,474,935,456,457

End of year (160,945,428,900) (2,090,238,024)


Tools and equipment 5,558,761,793 9,230,881,381

Prepayment expense for office and rental property


32,016,854,383 39,280,826,524
renovation

Others 30,872,683,463 51,671,048,131


(i) As at 31 December 2023, the properties for sale under construction progress mainly include land costs, consulting and
designing fees, construction costs and other costs relating to the projects. As at 31 December 2023, the projects were
1,689,485,786,703 1,575,118,212,493
in construction in progress.

As at 31 December 2023, the inventories balance included the development costs for the Botanica project amounted
to VND621,470,267,544. According to Cooperation Agreement No.19/NVLG-SVC/2014/TTHT dated 10 July 2014, the Movements of long-term prepaid expenses during the year were as follows:
Group and Saigon General Services Corporation signed an agreement to transfer the Botanica project, which is
2023 2022
located at 104 Pho Quang, Ward 2, Tan Binh District, Ho Chi Minh City. However, as at the date of these consolidated VND VND
financial statements, the project transfer has not yet been approved by the Ho Chi Minh City People’s Committee and
competent authorities. The Group is still in discussion with Saigon General Services Corporation to complete all the Beginning of year 1,575,118,212,493 828,185,441,183
remaining procedures regarding the project transfer.
Purchase 324,498,448,641 1,302,488,932,092
As at 31 December 2023, the Group’s inventories of VND57,199 billion (as at 31 December 2022: VND57,675 billion) were
Allocation during the year (213,970,932,888) (623,085,753,510)
pledged as collateral assets for loans.

Total amount of interest expenses capitalised into value of inventories during the period ended 31 December 2023 was Transfers from short-term prepaid expenses 4,356,539,821 5,403,977,237
VND6,368 billion (31 December 2022: VND6,106 billion). The interest rate used for determining the interest expense
Disposals (514,856,364) -
capitalised is range from 3.5% per annum to 16.5% per annum (2022: from 3.7% per annum to 15.5% per annum).
Decrease due to disposal of subsidiaries (1,625,000) (13,522,691,542)

Transfers from construction in progress (Note 16) - 55,703,763,249

Increase from acquisition of subsidiaries - 19,944,543,784

End of year 1,689,485,786,703 1,575,118,212,493

205 NOVALAND ANNUAL REPORT 2023 206


Form B 09 – DN/HN Form B 09 – DN/HN

13. Tangible fixed assets

Buildings and
Machinery Motor vehicles Office equipment Others Total
structure
VND VND VND VND VND
VND

Historical cost

As at 1 January 2023 3,545,828,608,217 218,066,210,078 318,296,120,976 77,157,661,408 2,237,270,129 4,161,585,870,808

New purchases - 5,241,192,000 21,130,541,856 3,847,184,697 - 30,218,918,553

Transfers from inventory - - 13,116,907,753 - - 13,116,907,753

Transfers from construction in progress (Note 16) 4,996,405,960 - 15,205,200,000 - - 20,201,605,960

Transfers to investment property (Note 15) (*) (1,334,781,574,700) (172,766,601,800) - - - (1,507,548,176,500)

Disposals - - (32,180,864,602) (624,172,392) (257,142,857) (33,062,179,851)

Reclassification - - 6,026,976,000 (6,026,976,000) - -

As at 31 December 2023 2,216,043,439,477 50,540,800,278 341,594,881,983 74,353,697,713 1,980,127,272 2,684,512,946,723

Accumulated depreciation

As at 1 January 2023 (124,612,557,746) (23,424,558,546) (106,106,904,131) (53,060,564,295) (569,354,872) (307,773,939,590)

Charge for the year (100,363,786,476) (11,822,268,811) (29,255,984,659) (7,431,245,093) (361,348,484) (149,234,633,523)

Disposals - - 15,823,886,220 286,290,726 42,857,143 16,153,034,089

Transfers to investment property (Note 15) (*) 77,964,042,956 9,943,982,529 - - - 87,908,025,485

Reclassification - - (317,344,966) 317,344,966 - -

As at 31 December 2023 (147,012,301,266) (25,302,844,828) (119,856,347,536) (59,888,173,696) (887,846,213) (352,947,513,539)

Net book value

As at 1 January 2023 3,421,216,050,471 194,641,651,532 212,189,216,845 24,097,097,113 1,667,915,257 3,853,811,931,218

As at 31 December 2023 2,069,031,138,211 25,237,955,450 221,738,534,447 14,465,524,017 1,092,281,059 2,331,565,433,184

(*) During the year, the Group changed the purpose of using some assets to rental.

The historical cost of tangible fixed assets that were fully depreciated but still in use as at 31 December 2023 was VND88
billion (as at 31 December 2022: VND86 billion).

As at 31 December 2023, tangible fixed assets of the Group with a carrying value of VND423 billion (as at 31 December
2022: VND431 billion) were pledged with banks as mortgaged assets for short-term and long-term borrowings granted to
the Group (Note 25).

207 NOVALAND ANNUAL REPORT 2023 208


Form B 09 – DN/HN Form B 09 – DN/HN

14. Intangible fixed assets

Brand name and


Land use rights Software Total
Trademark
VND VND VND
VND

Historical cost

As at 1 January 2023 57,754,517,947 30,000,000 108,577,246,075 166,361,764,022

Transfers from construction in progress (Note 16) - - 3,943,422,500 3,943,422,500

As at 31 December 2023 57,754,517,947 30,000,000 112,520,668,575 170,305,186,522

Accumulated amortisation

As at 1 January 2023 - (30,000,000) (83,178,738,177) (83,208,738,177)

Charge for the year - - (17,272,061,135) (17,272,061,135)

As at 31 December 2023 - (30,000,000) (100,450,799,312) (100,480,799,312)

Net book value

As at 1 January 2023 57,754,517,947 - 25,398,507,898 83,153,025,845

As at 31 December 2023 57,754,517,947 - 12,069,869,263 69,824,387,210

The historical cost of intangible fixed assets that were fully amortised but still in use as at 31 December 2023 was
VND25 billion (as at 31 December 2022: VND20 billion).

As at 31 December 2023, land use rights of the Group with net book value of VND56 billion (as at 31 December 2022:
VND56 billion) were pledged with Deutsche Investitions- und Entwicklungsgesellschaft mbH and Ho Chi Minh City Housing
Development Joint Stock Commercial Bank as mortgaged assets for borrowings granted to the Group (Note 25).

209 NOVALAND ANNUAL REPORT 2023 210


Form B 09 – DN/HN Form B 09 – DN/HN

15. Investment properties

Land use rights Buildings Others Total


VND VND VND VND

Historical cost

As at 1 January 2023 75,092,806,364 3,429,670,732,583 34,534,901,897 3,539,298,440,844

Additions - 1,070,539,617 - 1,070,539,617

Transfers from inventories - 1,108,171,209,634 - 1,108,171,209,634

Transfers from tangible fixed assets (Note 13) - 1,507,548,176,500 - 1,507,548,176,500

Disposals - (41,468,302,078) - (41,468,302,078)

As at 31 December 2023 75,092,806,364 6,004,992,356,256 34,534,901,897 6,114,620,064,517

Accumulated depreciation

As at 1 January 2023 - (397,833,621,926) (575,581,698) (398,409,203,624)

Charge for the year - (90,685,810,079) (1,726,745,096) (92,412,555,175)

Transfers from tangible fixed assets (Note 13) - (87,908,025,485) - (87,908,025,485)

Disposals - 7,358,601,991 - 7,358,601,991

As at 31 December 2023 - (569,068,855,499) (2,302,326,794) (571,371,182,293)

Net book value

As at 1 January 2023 75,092,806,364 3,031,837,110,657 33,959,320,199 3,140,889,237,220

As at 31 December 2023 75,092,806,364 5,435,923,500,757 32,232,575,103 5,543,248,882,224

211 NOVALAND ANNUAL REPORT 2023 212


Form B 09 – DN/HN Form B 09 – DN/HN

15. Investment properties (continued) 17. Goodwill


Investment properties are mainly held for leases. As at 31 December 2023, investment properties with net book value of
VND1,218 billion (as at 31 December 2022: VND1,263 billion) were pledged with banks as mortgaged assets for short-term Movements of goodwill during the year are as follows:
and long-term borrowings granted to the Group (Note 25).
2023 2022
In the year ended 31 December 2023 and 31 December 2022, the rental income from leasing and direct expenses from VND VND
investment properties are presented in Note 40.
Beginning of year 4,544,317,395,119 5,104,024,245,116
As at 31 December 2023 and 31 December 2022, the fair value of investment properties of the Group was not determined
as there was no recent transaction in the market for an identical property in the same location area and the Group also Increase in the year - 283,408,523,974
did not determine the fair value by using the valuation experts. The fair value of the investment properties may be different
Allocation (Note 36) (847,540,135,684) (843,115,373,971)
from their book value.
End of year 3,696,777,259,435 4,544,317,395,119

16. Construction in progress


Details of construction in progress by projects are as follows:
18. Short-term trade accounts payable
31.12.2023 31.12.2022
VND VND
31.12.2023 31.12.2022
Purchase of assets 276,526,255,767 327,246,966,665
VND VND
Showhouses 54,070,601,745 43,765,719,100
Third parties

Office repairs and maintenance 6,451,621,122 6,960,125,801 Green Mark Construction Joint Stock Company 1,305,177,583,908 1,057,848,532,678

Henry Enterprise Group Ltd. 619,680,395,588 619,680,395,588


Others 9,614,952,006 12,987,958,519

Others 7,950,991,467,950 8,862,399,051,686


346,663,430,640 390,960,770,085
Related party (Note 42(b)) 878,299,200 1,206,748,800

9,876,727,746,646 10,541,134,728,752
Movements in the construction in progress during the year were as follows:

2023 2022
VND VND

Beginning of year 390,960,770,085 110,892,143,318


19. Short-term advances from customers
The short-term advances from customers mainly include advances from customers according to the property transfer
Increase in the year 22,562,718,647 424,774,695,656 agreements of the Group’s projects. The amount is recognized as revenue when the Group completes and hands over the
apartments to customers.
Transfer to tangible fixed assets (Note 13) (20,201,605,960) (56,593,915,622)
As at 31 December 2023 and 31 December 2022, there were no customers accounting from 10% or more of the total
balance.
Transfer to intangible fixed assets (Note 14) (3,943,422,500) (447,000,000)

Transfer to inventory (37,380,148,759) (15,295,693,900)

Transfer to short-term prepaid expenses (581,400,278) (6,842,965,000)

Transfer to long-term prepaid expenses (Note 12(b)) - (55,703,763,249)

Others (4,753,480,595) (9,822,731,118)

End of year 346,663,430,640 390,960,770,085

213 NOVALAND ANNUAL REPORT 2023 214


Form B 09 – DN/HN Form B 09 – DN/HN

20. Tax and other (receivables from)/payables to the State 22. Accrued expenses
Movements of tax and other (receivables from)/payables to the State were as below:
(a) Short-term

(a) Tax receivables 31.12.2023 31.12.2022


VND VND

(Receivable)/ Decrease due


As at Net-off in Payment during As at Construction costs 3,542,318,059,656 3,817,192,873,315
Payable during to disposal of
1.1.2023 the year the year 31.12.2023
the year subsidiary
VND VND VND VND
VND VND Interest expense from borrowings and from investment
5,901,620,157,983 3,196,206,752,705
co-operation contracts
VAT to be
(1,340,790,392,817) (433,602,380,036) 510,979,201,311 - 46,907,632,211 (1,216,505,939,331)
reclaimed
Rental commitment costs 347,751,677,408 853,603,740,937
CIT
temporarily (255,069,586,092) (6,954,874,951) 12,640,161,526 (7,621,736,965) - (257,006,036,482)
paid 1% Others 199,399,374,383 433,427,246,197

Overpaid CIT (5,157,696,736) (1,431,581,329) 1,421,970,947 - - (5,167,307,118) 9,991,089,269,430 8,300,430,613,154

Others (2,958,537,772) (11,472,146) 2,713,736,080 (40,634,801) - (296,908,639)

(b) Long-term
(1,603,976,213,417) (442,000,308,462) 527,755,069,864 (7,662,371,766) 46,907,632,211 (1,478,976,191,570)
31.12.2023 31.12.2022
VND VND

(b) Tax payables


Rental commitment costs 498,530,049,586 -

(Receivable)/ Decrease due


As at Net-off in Payment during As at Interest expense 325,492,695,891 -
Payable during to disposal of
1.1.2023 the year the year 31.12.2023
the year subsidiary
VND VND VND VND
VND VND
Investment cooperation interest expenses 635,165,966,578 -
CIT 668,676,910,192 438,354,233,319 (14,062,132,473) (408,457,788,211) (3,951,860,552) 680,559,362,275
1,459,188,712,055 -
VAT on
136,156,768,605 853,177,360,301 (513,692,937,391) (159,891,200,274) - 315,749,991,241
domestic sales

Land use tax 1,224,244,063 41,812,387,525 - (9,365,697,195) - 33,670,934,393


23. Unearned revenue
Foreign
23,899,549,860 69,278,225,591 - (84,665,702,896) - 8,512,072,555
Contractor Tax (a) Short-term
Personal
5,976,933,674 70,751,467,139 - (70,815,506,906) - 5,912,893,907 31.12.2023 31.12.2022
income tax
VND VND
Others 422,029,769 47,978,595,145 - (5,487,534,383) - 42,913,090,531
Unearned revenue from real estate rental services 311,227,692 315,435,329

836,356,436,163 1,521,352,269,020 (527,755,069,864) (738,683,429,865) (3,951,860,552) 1,087,318,344,902


Others 1,083,870,968 120,000,000

1,395,098,660 435,435,329

21. Payables to employees


(b) Long-term
The balance represents wages payable to employees as at 31 December 2023 and 31 December 2022.

31.12.2023 31.12.2022
VND VND

Unearned revenue from real estate rental services 77,625,827,089 12,968,787,945

215 NOVALAND ANNUAL REPORT 2023 216


Form B 09 – DN/HN Form B 09 – DN/HN

24. Other payables 24. Other payables (continued)

(a) Short-term (b) Long-term

31.12.2023 31.12.2022 31.12.2023 31.12.2022


VND VND VND VND

Project development and investment co-operation (*) 7,287,939,000,000 6,857,493,336,000 Project development and investment co-operation (*) 65,275,371,682,702 85,161,037,788,849

Deposit received (i) 2,601,792,545,705 2,028,758,385,946 Deposits received (**) 969,352,500,000 1,050,000,000,000

Financial support received (Note 42(b)) 2,040,700,124,290 995,467,405,733 Payables from real estate swap 258,758,303,648 -

Payables relating to acquisition of subsidiaries and associates 1,841,015,124,858 2,424,162,624,858 Others 116,468,425,612 3,781,466,397

Deposits for purchases of properties 1,042,042,457,286 661,328,564,302 66,619,950,911,962 86,214,819,255,246

Maintenance fund payables (ii) 2,112,381,123 48,329,591,239

(*) The balance represents the amount payable for project investment cooperation with third parties as at 31 December
Others 1,423,119,576,727 299,597,508,552 2023, including hospitality real estate projects and residental real estate projects amounting to VND32,916 billion and
VND39,647 billion, respectively. The Group is obliged to refund this amount in full to counter parties at the end of the
16,238,721,209,989 13,315,137,416,630 projects. The Group will share profits at the end of the projects based on the agreed sharing ratios in the agreements.

(**) The balance represents the deposit received from asset leasing contracts of a project located in Phan Thiet and
Ho Tram.
(i) These are deposits from customers for the purchase; deposit for decoration of apartments and commercial areas.

(ii) The maintenance fund payables represent 2% of the total net value of the Contracts which the Group collected from
the residents. This amount will be transferred to the relevant Residence Committees when they have been established.

In which, the balances with related parties and third parties were as follows:

31.12.2023 31.12.2022
VND VND

Third parties 14,198,021,085,699 12,319,670,010,897

Related parties (Note 42(b)) 2,040,700,124,290 995,467,405,733

16,238,721,209,989 13,315,137,416,630

217 NOVALAND ANNUAL REPORT 2023 218


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings

Payment/ Bond issuance cost


As at allocation during the year/ Foreign exchange Current portion of As at
Drawdown Able-to-pay amount
1.1.2023 Decrease due to disposal of a differences long-term borrowings 31.12.2023
VND VND
VND subsidiary VND VND VND
VND

Short-term

- Bonds issuance (*) 20,640,137,600,000 - (3,319,831,804,707) - 2,327,767,933,030 19,648,073,728,323 19,648,073,728,323

- Borrowings from third parties (**) 5,229,568,871,018 2,090,402,707,103 (2,605,406,345,822) 127,436,600,000 3,396,732,364,170 8,238,734,196,469 8,238,734,196,469

- Bank loans (***) 3,388,381,489,218 - (1,996,914,889,250) 90,860,774,889 1,646,520,459,094 3,128,847,833,951 3,128,847,833,951

- Borrowings from related parties


57,386,546,869 253,724,700 - - - 57,640,271,569 57,640,271,569
(Note 42(b))

- Bond issuance cost (113,090,850,804) - 99,821,083,206 - (122,556,753,325) (135,826,520,923) (135,826,520,923)

29,202,383,656,301 2,090,656,431,803 (7,822,331,956,573) 218,297,374,889 7,248,464,002,969 30,937,469,509,389 30,937,469,509,389

Long-term

- Bonds issuance (*) 23,529,978,000,000 - (2,429,954,707,851) 206,034,000,000 (2,327,767,933,030) 18,978,289,359,119 18,978,289,359,119

- Bank loans (***) 7,631,487,285,346 2,785,730,029,429 (2,514,346,820,150) 21,488,571,606 (1,646,520,459,094) 6,277,838,607,137 6,277,838,607,137

- Borrowings from third parties (**) 5,086,317,364,170 - - 68,655,000,000 (3,396,732,364,170) 1,758,240,000,000 1,758,240,000,000

- Bond issuance cost (581,269,719,527) - 219,281,365,783 - 122,556,753,325 (239,431,600,419) (239,431,600,419)

35,666,512,929,989 2,785,730,029,429 (4,725,020,162,218) 296,177,571,606 (7,248,464,002,969) 26,774,936,365,837 26,774,936,365,837

219 NOVALAND ANNUAL REPORT 2023 220


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued)


(*) Details of issued bonds as at the end of year are as follows:

31.12.2023 31.12.2022
VND VND

Short-term bonds

Bonds issued at par value

Bonds with issuing agents/advising organisations are:

VPS Securities Joint Stock Company (i) 7,000,000,000,000 7,000,000,000,000

SSI Securities Corporation (xxviii) 2,274,000,000,000 -

Tan Viet Securities Joint Stock Company (ii) 2,021,134,200,000 2,194,814,200,000

SSI Securities Corporation (xxviii) 1,154,000,000,000 -

Vietnam Bank for Industry and Trade Security Company (iv) 975,080,186,059 1,000,000,000,000

BIDV Securities Joint Stock Company (v) 901,566,355,219 1,000,000,000,000

Petrovietnam Securities Incorporated (vi) 774,657,418,449 1,000,000,000,000

Petrovietnam Securities Incorporated (vii) 732,142,600,832 1,000,000,000,000

MB Securities Joint Stock Company (viii) 610,000,000,000 245,000,000,000

MB Securities Joint Stock Company (iii) 600,000,000,000 600,000,000,000

MB Securities Joint Stock Company (xxxii) 500,000,000,000 -

BIDV Securities Joint Stock Company (ix) 483,936,338,279 -

MB Securities Joint Stock Company (x) 390,000,000,000 -

BIDV Securities Joint Stock Company (xi) 286,595,420,014 300,000,000,000

BIDV Securities Joint Stock Company (xii) 282,503,939,839 625,700,000,000

BIDV Securities Joint Stock Company (xiii) 155,754,236,602 157,300,000,000

221 NOVALAND ANNUAL REPORT 2023 222


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued)

31.12.2023 31.12.2022
VND VND

Petrovietnam Securities Incorporated (xiv) 150,610,133,030 -

Mirae Asset Securities (Vietnam) Joint Stock Company (xv) 130,700,000,000 137,600,000,000

MB Securities Joint Stock Company (xvi) 120,000,000,000 -

BIDV Securities Joint Stock Company (xvii) 104,192,900,000 220,000,000,000

MB Securities Joint Stock Company (xviii) 1,200,000,000 2,300,000,000

Techcombank Securities Joint Stock Company (xix) - 1,300,000,000,000

VPS Securities Joint Stock Company - 1,100,000,000,000

MB Securities Joint Stock Company (xx) - 864,003,400,000

Petrovietnam Securities Incorporated (xxi) - 650,000,000,000

Petrovietnam Securities Incorporated (xxii) - 450,000,000,000

Yuanta Securities Vietnam Limited Company (xxiii) - 258,420,000,000

Petrovietnam Securities Incorporated (xxiv) - 250,000,000,000

Tien Phong Securities Corporation (xxv) - 160,000,000,000

Thanh Cong Securities Company (xxvi) - 125,000,000,000

19,648,073,728,323 20,640,137,600,000

223 NOVALAND ANNUAL REPORT 2023 224


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued)


(*) Details of issued bonds as at the end of year are as follows: (continued)

31.12.2023 31.12.2022
VND VND

Long-term bonds

Bonds issued at par value

Bonds with issuing agents/advising organisations are:

Credit Suisse AG, Singapore Branch (xxvii) 7,291,812,000,000 7,085,778,000,000

SSI Securities Corporation (xxviii) - 4,620,000,000,000

Tien Phong Securities Corporation (xxv) 1,440,000,000,000 1,440,000,000,000

Techcombank Securities Joint Stock Company (xix) 1,300,000,000,000 -

Petrovietnam Securities Incorporated (xiv) 1,290,635,159,119 1,500,000,000,000

SSI Securities Corporation (xxviii) - 1,154,000,000,000

Petrovietnam Securities Incorporated (xxii) 1,099,900,000,000 650,000,000,000

MB Securities Joint Stock Company (viii) 1,040,000,000,000 1,405,000,000,000

Petrovietnam Securities Incorporated (xxix) 999,800,000,000 1,000,000,000,000

MB Securities Joint Stock Company (x) 910,000,000,000 1,300,000,000,000

MB Securities Joint Stock Company (xx) 864,003,400,000 -

MB Securities Joint Stock Company (iii) 800,000,000,000 1,400,000,000,000

Petrovietnam Securities Incorporated (xxi) 649,900,000,000 -

MB Securities Joint Stock Company (xxxii) 500,000,000,000 1,000,000,000,000

Petrovietnam Securities Incorporated (xxiv) 249,900,000,000 -

BIDV Securities Joint Stock Company (xxx) 225,000,000,000 250,000,000,000

Thanh Cong Securities Company (xxvi) 125,000,000,000 -

Yuanta Securities Vietnam Limited Company (xxiii) 88,338,800,000 -

MB Securities Joint Stock Company (xvi) 80,000,000,000 200,000,000,000

MB Securities Joint Stock Company (xxxi) 23,000,000,000 23,000,000,000

MB Securities Joint Stock Company (xviii) 1,000,000,000 2,200,000,000

BIDV Securities Joint Stock Company (ix) - 500,000,000,000

18,978,289,359,119 23,529,978,000,000

225 NOVALAND ANNUAL REPORT 2023 226


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued) 25. Borrowings (continued)


(*) Details of issued bonds as at the end of year are as follows: (continued) (*) Details of issued bonds as at the end of year are as follows: (continued)

(i) Bonds issued at par value in Vietnamese Dong and VPS Securities Joint Stock Company acting as agent and (iv) Bonds issued at par value in Vietnamese Dong and Vietnam Bank for Industry and Trade Securities Company
Bondholders’ Representative including twenty-one (21) bonds with total par value of VND7,000,000,000,000, with acting as agent on 17 March 2022, with total successfully issued par value of VND1,000,000,000,000, matured on 17
the term of 36 months and maturity in 2023. September 2023. The interest rate is fixed at 10.5% per annum. Bond purposes are to increase the working capital
of the issuer. These bonds are secured against shares of the Company owned by shareholders (Note 27). The Group
The interest rate of these bonds is 11% per annum for the first interest period. After that, the interest rate will be
continues to execute the restructuring of corporate bonds. After the preparation date of the consolidated financial
adjusted every three (3) months at a reference interest rate plus a margin of 3.9% per annum. The reference interest
statements, the bond principle has been settled in total of VND14,362,586,102.
rate is defined as the highest interest rate of normal saving deposits in Vietnamese Dong from individuals (paid
in arrears) for the term of twelve months (or equivalent term) announced at the reference bank at the interest (v) Bonds issued at par value in Vietnamese Dong and BIDV Securities Company acting as agent, with a total
rate determination date. Bonds purposes are to increase the working capital of the issuer and finance the Group’s successfully issued par value of VND1,000,000,000,000, matured on 1 September 2023. The interest rate is fixed at
projects. These bonds are non-convertible, without warrants, and are secured against assets including property 10.5% per annum. Bonds purposes are to finance the Group’s projects. These bonds are secured against shares of
rights related to a project in District 2, Ho Chi Minh City. the Group owned by shareholders (Note 27). The Group continues to execute the restructuring of corporate bonds.
After the preparation date of the consolidated financial statements, the bond principle has been settled in total of
Pursuant to Resolution No.460/2023/NG-VPBANKS dated 27 June 2023, Resolution No.02/2023/NQ-NSHTP-VPS
VND17,182,313,558.
dated 22 June 2023, Resolution No.01/2023/NQ-NSHTP-VPS dated 22 June 2023, Resolution No.02A/2023/NQ-
NSHTP-VPS dated 27 June 2023 and Resolution No.02B/2023/NQ-NSHTP-VPS dated 27 June 2023, bondholders (vi) Bonds issued at par value with the total successfully issued par value of VND1,000,000,000,000 in Vietnamese Dong
agreed to change the bond terms from 36 months to 48 months. Accordingly, the new maturity is from June to and Petrovietnam Securities Incorporated (“PSI”) acting as agent, matured on 12 February 2023, bearing a fixed
August 2024. The Group had declared an extraordinary notice on the delayed payment interest of these bonds due interest rate of 10.5% per annum. Bond purposes are to increase the working capital of the issuer and/or finance to
to insufficient payment resources on 23 January 2024. programmes, projects that meet the bonds funding purposes. These bonds are secured against shares of the Group
owned by shareholders (Note 27). According to Notice No.807/TB-CKDK dated 29 May 2023, PSI has declared the
(ii) Bonds issued at par value in Vietnamese Dong and Tan Viet Securities Joint Stock Company acting as agent. These
event of default occurrence due to non-payment and enforcing the security assets. The Group continues to execute
bonds are non-convertible, without warrants, with the par value of VND100,000/bond. The total par value which was
the restructuring of corporate bonds, after the preparation date of the consolidated financial statements, the bond
successfully issued is VND2,300,000,000,000, having initial maturity on 5 September 2027, bearing an interest rate of
principle has been settled in total of VND8,604,287,525.
10.5% per annum for the first interest period. Bonds purposes are to increase the working capital of the issuer and to
finance projects that meet the bonds funding purposes. These bonds are secured against assets including the land (vii) Bonds issued at par value and PSI acting as Agent and Bondholders’ Representative with the total successfully issued
use right of the Company (Note 11) and term deposits contracts (Note 4). Event of Cross-default has occurred and par value of VND1,000,000,000,000 in Vietnamese Dong, matured on 18 May 2023, bearing a fixed interest rate of
these bonds have been reclassified to short-term as a result of an event of default. The Group continues to execute 10.5% per annum. Bond purposes are to increase the working capital of the issuer and/or finance to programmes,
the restructuring of corporate bonds, after the preparation date of the consolidated financial statements, the bond projects that meet the bonds funding purposes. These bonds are secured against shares of the Company owned
principle has been settled in total of VND20,466,200,000. by shareholders (Note 27). PSI has declared the event of cross-default and enforcing the security assets. The Group
continues to execute the restructuring of corporate bonds. After the preparation date of the consolidated financial
(iii) Bonds issued at par value in Vietnamese Dong and MB Securities Joint Stock Company acting as an agent including
statements, the bond principle has been settled in total of VND19,073,371,690.
four (4) bonds with total par value of VND2,600,000,000,000. The details are as follows:

- Bond 1: total par value of VND600,000,000,000 with a term of 24 months, matured in 2022 - settled.

- Bond 2: total par value of VND600,000,000,000 with a term of 36 months, matured on 22 June 2023 - settled.

- Bond 3: total par value of VND600,000,000,000 with a term of 48 months, maturing on 22 June 2024.

- Bond 4: total par value of VND800,000,000,000 with a term of 60 months, maturing on 22 June 2025.

The interest rate of these bonds is 10% per annum for the first year. After that, the interest rate will be defined at a
rate of the twelve-month normal saving deposits in Vietnamese Dong (paid in arrears) of Military Commercial Joint
Stock Bank plus a margin of 3.5% per annum. These bonds are secured against assets including the land use rights
and the property rights arising in relation to the project at Bien Hoa City, Dong Nai Province (Note 11), all the capital
contribution of shareholders to the project’s Developer.

227 NOVALAND ANNUAL REPORT 2023 228


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued) 25. Borrowings (continued)


(*) Details of issued bonds as at the end of year are as follows: (continued) (*) Details of issued bonds as at the end of year are as follows: (continued)

(viii) Bonds issued at par value in Vietnamese Dong and MB Securities Joint Stock Company acting as agent, including (xii) Bonds issued at par value in Vietnamese Dong and BIDV Securities Company acting as agent. These bonds are non-
five (5) bonds with total par value of VND1,950,000,000,000, including: convertible, without warrants, with the par value of VND100million/bond. The total par value which was successfully
issued is VND625,700,000,000, having a term of twelve (12) months, maturing on 31 March 2023, bearing a fixed
- Bond 1: Total par value of VND150,000,000,000 with a term of 24 months, matured in 2022 - settled.
interest rate of 9.5% per annum. Bond purposes are to increase the working capital of the issuer. These bonds are
- Bond 2: Total par value of VND245,000,000,000 with a term of 36 months, maturing on 28 August 2023 - extended secured against shares of the Company owned by shareholders (Note 27) and land use rights in Phan Thiet (Note 11).
to 28 August 2025 according to Resolution bondholders’ opinion No.01/2023 dated 28 August 2023. The Group issued a notice to postpone the payment of principal and interest of this bond package due to insufficient
payment sources. After the preparation date of the consolidated financial statements, the bond principle has been
- Bond 3: Total par value of VND610,000,000,000 with a term of 48 months, maturing on 28 August 2024. settled in total of VND2,619,140,271.
- Bond 4: Total par value of VND610,000,000,000 with a term of 60 months, maturing on 28 August 2025. (xiii) Bonds issued at par value in Vietnamese Dong and BIDV Securities Company acting as agent. These bonds are
- Bond 5: Total par value of VND335,000,000,000 with a term of 72 months, maturing on 28 August 2026. non-convertible, without warrants, with the par value of VND100million/bond. The total par value which was
successfully issued is VND157,300,000,000, having a term of eighteen (18) months, matured in September 2023,
The interest rate of these bonds is 10% per annum for the first year. After that, the interest rate then will be defined at bearing a fixed interest rate of 9.8% per annum. Bond purposes are to increase the working capital of the issuer.
a rate of the twelve-month normal saving deposits in Vietnamese Dong from individuals (paid in arrears) of Military These bonds are secured against shares of the Company owned by shareholders (Note 27) and land use rights in
Commercial Joint Stock Bank plus a margin of 3.5% per annum. Bond purposes are to finance the Group’s projects. Phan Thiet (Note 11). The Group had declared an extraordinary notice on the delayed principal and interest of these
These bonds are secured against assets including land use rights and property rights arising in relation to the project bonds due to insufficient payment resources. The Group continues to execute the restructuring of corporate bonds.
at Bien Hoa City, Dong Nai Province (Note 11) and contributed capital to the project’s Developer. After the preparation date of the consolidated financial statements, the bond principle has been settled in total of
VND118,878,885,065.
(ix) Bonds issued at par value in Vietnamese Dong advised by BIDV Securities Company, with total successfully issued
par value of VND500,000,000,000, maturing on 16 February 2024. The interest rate is fixed at 10.5% per annum. (xiv) Bonds issued at par value in Vietnamese Dong with the total successfully issued par value of VND1,500,000,000,000
Bond purposes are to increase the working capital of the issuer. These bonds are secured against shares of the advised by PSI, maturing on 15 March 2024, bearing a fixed interest rate of 10.5% per annum. Bond purposes are
Company owned by shareholders (Note 27). The Group issued a notice to postpone the payment of principal and to increase the working capital of the issuer. These bonds are secured against shares of the Company owned by
interest of this bond package due to insufficient payment sources. The Group continues to execute the restructuring shareholders (Note 27). According to Bondholders’ opinion No.1772A/CKDK-TV2 dated 26 October 2023, 89.55% of
of corporate bonds. After the preparation date of the consolidated financial statements, the bond principle has been bondholders agreed to extend the bond term to 15 March 2026 with a fixed renewal interest rate of 11.5% per annum.
settled in total of VND5,144,143,454. The short-term balance presents 10.45% of Bondholders who have not yet agreed with the extension plans of the
issuer. After the preparation date of the consolidated financial statements, the bond principle has been settled in
(x) Bonds issued at par value in Vietnamese Dong and MB Securities Joint Stock Company acting as issuing agent
total of VND1,576,860,767.
with total maximum par value of VND1,300,000,000,000, maturing on 30 December 2031. The interest rate is fixed
at 10% per annum for the first four (4) interest periods. After that, the loan interest rate is adjusted every three (3) (xv) Bonds issued at par value in Vietnamese Dong arranged by Vietnam Maritime Commercial Joint Stock Bank - Ho Chi
months at a reference interest rate at the time of adjustment plus a margin of 3.5% per annum. The reference rate is Minh Branch and Mirae Asset Securities Company (Vietnam) acting as issuing agent, with total maximum par value
defined as the highest interest rate of saving deposits in Vietnamese Dong from individuals (paid in arrears) for the of VND1,000,000,000,000, matured on 23 July 2023. The interest rate is fixed at 11% per annum. Bond purposes are
term of twelve months announced on the official website of Military Commercial Joint Stock Bank at 11:00 a.m on to increase the working capital of the issuer and/or finance to programmes, projects that meet the bonds funding
the interest rate determination date. Bond purposes are to finance the Group’s projects. These bonds are secured purposes. These bonds are unsecured. The total value which was successfully issued as at 31 December 2023 is
against assets including the land use right and the property rights from a project in Tam Phuoc Ward, Bien Hoa City, VND137,600,000,000. The Group had declared an extraordinary notice on the delayed principal and interest of
Dong Nai Province and the contributed capital at the project’s Developer. these bonds due to insufficient payment resources. The Group continues to execute the restructuring of corporate
bonds. After the preparation date of the consolidated financial statements, the bond principle has been settled in
(xi) Bonds issued at par value in Vietnamese Dong and BIDV Securities Company acting as agent, with a total successfully
total of VND13,453,779,726.
issued par value of VND300,000,000,000, matured on 29 June 2023. The interest rate is fixed at 10.5% per annum.
Bond purposes are to increase the working capital of the issuer. These bonds are secured against shares of the (xvi) Bonds issued at par value in Vietnamese Dong and MB Securities Joint Stock Company acting as issuing agent. The
Company owned by shareholders (Note 27). The Group issued a notice to postpone the payment of principal and balance includes two (2) bonds, including:
interest of this bond package due to insufficient payment sources. The Group continues to execute the restructuring
of corporate bonds. After the preparation date of the consolidated financial statements, the bond principle has been - Bond 2: total par value of VND200,000,000,000 with a term of 48 months, maturing on 28 August 2024. The remaining
settled in total of VND3,670,414,243. balance is VND120,000,000,000.

- Bond 3: total par value of VND200,000,000,000 with a term of 60 months, maturing on 28 August 2025. The remaining
balance is VND80,000,000,000.

The interest rate of these bonds is 10% per annum for the first year. After that, the interest rate is floating and adjusted
every three (3) months. The interest rate then will be defined at a rate of the twelve-month normal saving deposits in
Vietnamese Dong from individuals (paid in arrears) of Military Commercial Joint Stock Bank plus a margin of 3.5% per
annum. Bond purposes are to increase the working capital of the issuer and finance the Group’s projects. These bonds
are secured against assets including the land use rights and the property rights related to a project in Phuoc Thuan
commune, Xuyen Moc District, Ba Ria Vung Tau province; capital contribution in the project’s Developer and all capital
contribution in the parent company of the project’s Developer.

229 NOVALAND ANNUAL REPORT 2023 230


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued) 25. Borrowings (continued)


(*) Details of issued bonds as at the end of year are as follows: (continued) (*) Details of issued bonds as at the end of year are as follows: (continued)

(xvii) Bonds issued at par value in Vietnamese Dong with BIDV Securities Company as agent, with a total successfully issued (xxii) Bonds issued at par value in Vietnamese Dong and PSI acting as agent. Bond package has a total value of
par value of VND220,000,000,000, matured on 20 April 2023. The interest rate is fixed at 10.5% per annum. Bond VND1,350,000,000,000 and the initial maturity date is 13 March 2024. The interest rate for the first interest period is
purposes are to increase the working capital of the issuer. These bonds are secured against shares of the Company 12.5% per annum. The interest rate for remaining periods is adjusted every three (3) months and is defined as base
owned by shareholders (Note 27). The Group has disposed of 7,388,993 security shares to pay to bondholders. The rate at the time of adjustment plus 5.0% per annum. Base rate is the highest interest rate of “Public Bank Deposit”
Group continues to execute the restructuring of corporate bonds. After the preparation date of the consolidated twelve-month saving deposits (paid in arrears), with the currency corresponding to that of these bonds, according to
financial statements, the bond principle has been settled in total of VND1,752,868,642. the deposit interest rate schedule of Vietnam Public Joint Stock Commercial Bank published from time to time. These
bonds are secured against shares of the Company owned by the shareholders (Note 27); capital contribution of the
(xviii) Bonds issued at par value in Vietnamese Dong and MB Securities Joint Stock Company acting as issuing agent. The
Group in the project’s Developer; developing and trading rights and the future land use rights arised related to the
balance includes: project at Phan Thiet City, Binh Thuan Province. The Group has reached an agreement to extend the term of these
- Bond 3: total par value of VND214,000,000,000 with a term of 36 months, matured on 23 June 2023 - settled. bonds for 24 months from the initial term to 13 June 2026.

- Bond 4: total par value of VND214,000,000,000 with a term of 48 months, maturing on 23 June 2024. This bond has (xxiii) Bonds issued at par value in Vietnamese Dong and Yuanta Securities Vietnam Limited Company acting as agent and
been early redempted in 2022. The remaining balance is VND1,200,000,000. matured on 28 March 2023. The interest rate is fixed at 10.5% per annum. Bond purposes are to increase the working
capital of the issuer and/or finance to programmes, projects that meet the bonds funding purposes. These bonds
- Bond 5: total par value of VND107,700,000,000 with a term of 60 months, maturing on 23 June 2025. This bond has are secured against shares of the Company owned by shareholders (Note 27). The total value which was successfully
been early redempted in 2022. The remaining balances is VND1,000,000,000. issued as at 31 December 2023 is VND430,700,000,000. As at 31 December 2023, the remaining outstanding balance
is VND88,338,800,000. The Group has reached an agreement to extend the term of these bonds to 16 March 2025
The interest rate of these bonds is 10% per annum for the first year. After that, the interest rate is floating and
with a fixed renewal interest rate at 11.5% per annum.
adjusted every three (3) months. The interest rate then will be defined at a rate of the twelve-month normal saving
deposits in Vietnamese Dong from individuals (paid in arrears) of Military Commercial Joint Stock Bank plus a margin (xxiv) Bonds issued at par value in Vietnamese Dong and PSI acting as issuing agent with a total par value of
of 3.5% per annum. Bond purposes are to finance the Group’s projects. These bonds are secured against the land VND500,000,000,000, matured on 26 December 2023. Bond purposes are to increase the working capital of the
use rights and the property rights related to the project at Bien Hoa City, Dong Nai Province (Note 11), contributed issuer and finance the Group’s projects. The interest rate for the first interest period is 12.5% per annum. The interest
capital at the project’s Developer and a part of contributed capital at the parent company of the project’s Developer. rate for remaining periods is adjusted on a three-month basis and is defined as base rate at the time of adjustment
plus 5% per annum. Base rate is the highest interest rate of “Public Bank Deposit” twelve-month saving deposits from
(xix) Bonds issued at par value in Vietnamese Dong arranged by Techcom Securities Joint Stock Company. These
individuals (paid in arrears), with the currency corresponding to that of these bonds, according to the deposit interest
bonds are non-convertible, without warrants, with the par value of VND100,000/bond. The total value which was
rate schedule of Vietnam Public Joint Stock Commercial Bank published from time to time. These bonds are secured
successfully issued is VND1,300,000,000,000 with original maturity date on 20 July 2023. Bond purposes are to
against shares of the Company owned by the shareholders (Note 27); capital contribution of the Group in the two
restructure corporate finance and increase the working capital of the Group. The interest rate of these bonds is 9.5%
project’s Developers; developing and trading rights and the future land use rights arised related to the two projects
per annum for the first four (4) interest periods. After that, the interest rate will be adjusted at a reference interest rate
at Phan Thiet City, Binh Thuan Province and payment guarantee from the Company. The Group has reached an
plus a margin of 3.28% per annum. These bonds are secured against shares of the Company owned by shareholders
agreement to extend the term of these bonds for 24 months from the initial term to 26 December 2025.
(Note 27) and property rights related to a sector of a project in Phan Thiet City (Note 11). The Group has reached
an agreement to extend the term of these bonds for two (2) years from the initial term to 20 July 2025 with a fixed (xxv) Bonds issued at par value in Vietnamese Dong and Tien Phong Securities Corporation acting as issuing agent with
renewal interest rate at 11.5% per annum. the total successfully issued par value of VND1,600,000,000,000, with a term of thirty-six (36) months, maturing in
January 2025. Bond purposes are to increase the working capital of the issuer and finance the Group’s projects. The
(xx) Bonds issued at par value in Vietnamese Dong and MB Securities Joint Stock Company acting as agent, with a
interest rate is 10% per annum for the first year and then will be defined at a rate of the twelve-month normal saving
total successfully issued par value of VND1,000,000,000,000, initially matured on 17 March 2023. The interest rate is
deposits in Vietnamese Dong from individuals (paid in arrears) and no early withdrawal announced by Tien Phong
fixed at 10.5% per annum. Bond purposes are to increase the working capital of the issuer. These bonds are secured
Commercial Joint Stock Bank plus a margin of 2% per annum. These bonds are secured against the development
against shares of the Company owned by shareholders (Note 27). The Group has reached an agreement to extend
rights of a project in District 1, Ho Chi Minh City (Note 11), capital contribution in the project’s Developer owned by
the term of these bonds for two (2) years from the initial term to 17 March 2025 with a fixed renewal interest rate at
shareholders and asset rights arising from a business cooperation contract at a project in Dong Nai.
11.5% per annum.
(xxvi) Bonds issued at par value in Vietnamese Dong and Thanh Cong Securities Company acting as agent, with a total
(xxi) Bonds issued at par value in Vietnamese Dong and PSI acting as issuing agent. Bond package has a total value of
successfully issued par value of VND250,000,000,000. The original maturity date is 13 August 2023 and these bonds
VND1,300,000,000,000 and the initial maturity date is 28 June 2023. Bond purposes are to increase the working
have been early redempted in 2022 at an amount of VND125,000,000,000. The interest rate is fixed at 10.5% per
capital of the issuer. The interest rate for the first interest period is 11.75% per annum. The interest rate for remaining
annum. Bond purposes are to increase the working capital of the issuer. These bonds are secured against shares of
periods is adjusted on a three-month basis and is defined as base rate at the time of adjustment plus 4.25% per
the Company owned by shareholders (Note 27). The Group has reached an agreement to extend the term of these
annum. Base rate is the highest interest rate of “Public Bank Deposit” twelve-month saving deposits (paid in arrears),
bonds for 23 months from the initial term to 13 August 2025 with a fixed renewal interest rate at 11.5% per annum.
with the currency corresponding to that of these bonds, according to the deposit interest rate schedule of Vietnam
Public Joint Stock Commercial Bank published from time to time. These bonds are secured against shares of the
Company owned by the shareholders (Note 27). The Group has reached an agreement to extend the term of these
bonds for 24 months from the initial term to 28 June 2025.

231 NOVALAND ANNUAL REPORT 2023 232


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued) 25. Borrowings (continued)


(*) Details of issued bonds as at the end of year are as follows: (continued) (*) Details of issued bonds as at the end of year are as follows: (continued)

(xxvii) These are 1,500 convertible bonds issued on 16 July 2021 (“Issue Date”) at par value in USD to international investors (xxx) Bonds issued at par value in Vietnamese Dong and BIDV Securities Joint Stock Company acting as agent, with total
which The Bank of New York Mellon - London Branch is trustee, Credit Suisse - Singapore Branch is arranger and successfully issued par value of VND250,000,000,000, maturing in April 2024. The interest rate is fixed at 10.5% per
issuance agent. The package of convertible bonds amount of USD300,000,000 with a par value of USD200,000 annum. Bond purposes are to increase the working capital of the issuer and/or finance to programmes, projects that
per bond will mature on 16 July 2026 (“Maturity Date”), subject to a bond coupon interest of 5.25% per annum which meet the bonds funding purposes. The repayment term is extended to 10 March 2025, the interest rate increases
will be repaid every 6 months and a redemption yield of 6% per annum which is calculated on a 6 month basis. from 10.5% per annum to 11.5% per annum and will be paid at maturity date. As at 31 December 2023, the remaining
These bonds are unsecured and could be converted into shares of No Va Land Investment Group Corporation (NVL) balance of bonds is VND225,000,000,000.
since the 41st day from the Issue Date until the 10th day before the Maturity Date. The Initial Conversion Price was
(xxxi) Bonds issued at par value in Vietnamese Dong and MB Securities Joint Stock Company acting as issuing agent, with
determined at VND135,700 per share, corresponding to the conversion rate of 33,915.9912 shares per convertible
a total par value of VND657,000,000,000, maturing in June 2025. The interest rate for the first interest period is 10%
bond and was adjusted to VND77,000 per share on 17 January 2024, corresponding to the conversion rate of 59,771
per annum, after that the interest rate is floating and adjusted every three (3) months and defined at the rate of the
shares per convertible bond and may be adjusted in the following cases: Business events resulting in a change in
twelve-month normal saving deposits from individuals in Vietnamese Dong (paid in arrears) by Military Commercial
the share value, and/or adjustment corresponding to the decrease in NVL share price. Bond purposes are to fund
Joint Stock Bank plus a margin of 3.5% per annum. Bond purposes are to increase the working capital of the issuer
additional resources for Group’s project investment and development and to pay for related fees and expenses of
and finance the Group’s projects. These bonds are secured against the land use rights and the property rights
issuance of bonds. On 16 July 2023, the Group had declared a notice to delay the settlement of interest of these
related to the project at Bien Hoa City, Dong Nai Province, and all contributed capital of a Group’s subsidiary. As at
bonds. Currently, the Group has reached a number of initial restructuring agreements with bondholders and is in the
31 December 2023, the remaining balance of these bonds is VND23,000,000,000.
process of implementing related documents and approvals before 20 May 2024 for the restructuring plan to take
effect. (xxxii) Bonds issued at par value in Vietnamese Dong and MB Securities Joint Stock Company acting as an agent and
(xxviii) These are 5,543 convertible bonds and 231 warrant-linked bonds issued on 19 May 2022 (“Issue Date”) at par value including four (4) bonds with total par value of VND2,000,000,000,000. The details are as follows:
in VND and SSI Securities Corporation acting as the advisor, Issuance Agent, Custody Agent and Bond Transfer - Bond 1: total par value of VND500,000,000,000 with a term of 48 months, maturing in 17 September 2025.
Manager. The package of convertible bonds amounted of VND5,543 billion with a par value of VND1 billion per bond,
having a term of ten (10) years with Maturity Date on 19 May 2032, bearing a fixed interest rate of 10% per annum. - Bond 2: total par value of VND500,000,000,000 with a term of 36 months, maturing in 17 September 2024.
These bonds are unsecured and could be converted into shares of No Va Land Investment Group Corporation (NVL) - Bond 3: total par value of VND500,000,000,000 with a term of 24 months, matured in 2023 - settled.
since the 41st day from the Issue Date until the 10th day before the Maturity Date. The Initial Conversion Price was
determined at VND93,960 per share, corresponding to the conversion rate of 10,643 shares per convertible bond. The - Bond 4: total par value of VND500,000,000,000 with a term of 12 months, matured in 2022 - settled.
package of warrant-linked bonds amounted of VND231 billion with a par value of VND1 billion per bond, having a term
The interest rate of these bonds is 10% per annum for the first year. After that, the interest rate is floating and
of ten (10) years, bearing a fixed interest rate of 8% per annum. These bonds are secondary secured by shares and
adjusted every three (3) months. The interest rate then will be defined at a rate of the twelve-month normal saving
contributed capital in two projects. Bond purposes are to increase the working capital, develop and invest in projects,
deposits in Vietnamese Dong from individuals (paid in arrears) of Military Commercial Joint Stock Bank plus a margin
restructure borrowings and shareholders equity of the Group and pay for related fees and expenses of issuance of
of 3.5% per annum. These bonds are secured against assets including the land use rights and the property rights
bonds. The initial stock price to exercise the warrant was determined at VND76,984 per share, corresponding to the
related to the project at Bien Hoa City, Dong Nai Province (Note 11), all the capital contribution of shareholders to the
rate of 1.31 shares per warrant-linked bond. The stock price and the rate to exercise the warrant may be adjusted upon
project’s Developer.
occurrence of certain events in accordance with market practice and agreement with investors. Bondholders of these
bonds and the Group has reach an agreement in which all warrants were cancelled and bonds will be exchanged
from the equity interests in subsidiaries of the Group. On 22 September 2023, the Issuer and Bondholders approved
and completed the early redemption of 2,252 convertible bonds and 94 warrant-linked bonds, this transaction was
redeemed by the disposal of a subsidiary as stated in Note 3. As at 31 December 2023, the number of outstanding
bonds is 3,291 convertible bonds and 137 warrant-linked bonds.

(xxix) Bonds issued at par value in Vietnamese Dong and PSI acting as issuing agent. Bond package has a total value
of VND1,000,000,000,000 and the final maturity date on 4 November 2024. The interest rate for the first interest
period is fixed at 12.5% per annum. The interest rate for remaining periods is adjusted every three (3) months and is
defined as the base interest rate at the time of adjustment plus 4.5% per annum. The base interest rate is announced
by the Vietnam Public Joint Stock Bank from time to time. Bonds purposes are to increase the working capital of
the issuer and finance the Group’s projects. These bonds are secured against the land use right and the properties
associated with the land belonging to two projects in Xuyen Moc District, Ba Ria Vung Tau Province (Note 11). The
Group approved the use of assets in necessary cases to secure the obligations related to this bond package in
accordance with Resolution No.27/2023-NQ.HĐQT-NVLG dated 15 April 2023 and reached an agreement to extend
the term of these bonds for 24 months since the initial term, in which the earliest and the final maturity date is on 14
October 2026 and 4 November 2026, respectively.

233 NOVALAND ANNUAL REPORT 2023 234


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued) 25. Borrowings (continued)

(**) Details for the balances of third parties as at the end of year were as follows: (**) Details for the balances of third parties as at the end of year were as follows (continued):

31.12.2023 31.12.2022 (i) These are borrowings according to the loan agreement and appendices with a credit facility of USD110,000,000
VND VND from Seatown Private Credit Master Fund and/or other lender/lenders, maturing in May 2024. Interest rate is 6.0%
per annum and repayable every six (6) months. The Group would pay an additional amount to ensure that the lender
Short-term borrowings
receives a target IRR of 14% per annum when these borrowings mature. Borrowing purposes are to increase the
Seatown Private Credit Master Fund (i) 2,143,099,200,000 769,445,250,000 working capital of the Group. These borrowings are secured against the property rights, the account and contributed
capital related to a project at Dong Nai Province and remaining proceeds after fulfilling all secured obligations on a
Stark1st Co. Ltd (ii) 1,221,000,000,000 - domestic loan in relation to a project in Dong Nai Province.
Credit Suisse AG, Singapore Branch (iii) 1,343,100,000,000 130,515,000,000 (ii) These are borrowings according to the loan agreement and appendices with a credit limit of USD50,000,000, which
is arranged by Stark1st Co. Ltd. The initial interest rate is 6.0% per annum, adjusted to 3% per annum, paid in cash,
Credit Opportunities III Pte. Limited (iv) 586,080,000,000 1,221,235,285,830
applied from June 2023 and repayable every six (6) months. The maturity date is on 15 July 2024. The Group would
Nova Homes Trading Joint Stock Company (v) 163,398,377,712 214,762,630,534 pay an additional amount to ensure that the lender receives a target IRR of 11.5% per annum. Borrowing purposes
are to fund the working capital and finance the Group’s projects. These borrowings are secured against shares
Others (v) 2,782,056,618,757 2,893,610,704,654 owned by the Company’s shareholders (Note 27) and shares owned by the guarantors. Currently, the Group has
reached a conditional waiver letter for events of default acceleration during standstill period from agreement date
8,238,734,196,469 5,229,568,871,018
to final maturity date and is in the process of implementing related sales of shares and assets for the standstill period
Long-term borrowings to remain effective. After the preparation date of the consolidated financial statements, the borrowings has been
settled in total of VND93,651,000,000.
Credit Opportunities III Pte. Limited (iv) 1,758,240,000,000 1,151,764,714,170
(iii) These are borrowings according to the loan agreement and appendices with a credit facility of USD100,000,000,
Credit Suisse AG, Chi nhánh Singapore (iii) - 1,174,635,000,000 which is arranged by Credit Suisse AG, Singapore Branch. The interest rate is defined as SOFR plus a margin of
5.76% per annum and repayable every three (3) months. The Group would pay an additional amount to ensure that
Seatown Private Credit Master Fund (i) - 1,573,417,650,000
the lender receives a target IRR of 11.5% per annum. Borrowing purposes are to increase capital contribution to a
Stark1st Co. Ltd. (ii) - 1,186,500,000,000 subsidiary to support the working capital. These borrowings are secured against shares owned by the Company’s
shareholders (Note 27).
1,758,240,000,000 5,086,317,364,170
(iv) These are borrowings according to the loan agreement and appendices with a credit limit of USD100,000,000,
which is arranged by Credit Opportunities III Pte. Limited. Interest rate is 6.0% per annum and repayable every
three (3) months. The maturity date is on 18 August 2025. The Group would pay an additional amount to ensure
that the lender receives a target IRR of 11.5% per annum when these borrowings mature. Borrowing purposes are
to pay for borrowings related fees, increase the working capital and finance the Group’s projects. These borrowings
are secured against shares owned by the Company’s shareholders (Note 27); receivables and guarantee relating to
a project in Bien Hoa City, Dong Nai Province; receivables and account relating to a project in Phan Thiet City, Binh
Thuan Province. On 27 September 2023, the Lender and the Company entered into a Term-sheet agreeing to certain
terms to extend the payment term of principal and interest. Accordingly, when the amended agreement is signed, the
Lender will agree to extend the principal payment term for an additional twelve (12) months since the initial principal
payment schedule, the first principal payment period is expected to be in November 2025.

(v) These are borrowings in Vietnamese Dong, having terms ranging from 5 to 12 months, bearing interest at the rate from
3.6% to 13.5% per annum and are unsecured. After the preparation date of the consolidated financial statements,
the Group has settled in total of VND59,495,090,758 of these borrowings.

235 NOVALAND ANNUAL REPORT 2023 236


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued) 25. Borrowings (continued)


(***) Details of bank loans as at the end of year were as follows: (***) Details of bank loans as at the end of year were as follows: (continued)

31.12.2023 31.12.2022 31.12.2023 31.12.2022


VND VND VND VND

Short-term borrowings Long-term borrowings

Credit Suisse AG - Singapore Branch (i) 1,777,908,179,599 1,905,280,000,000 Vietnam Prosperity Joint Stock Commercial Bank -
1,212,131,840,089 -
Ho Chi Minh Branch (viii)
Vietnam Joint Stock Commercial Bank for Industry and Trade (ii) 542,800,000,000 64,600,000,000
Vietnam Joint Stock Commercial Bank for Industry and Trade (ii) 957,200,000,000 1,435,400,000,000
Vietnam Joint Stock Commercial Bank for Industry and Trade Filiale
195,360,000,000 -
Deutschland (iii) Military Commercial Joint Stock Bank - North Sai Gon Branch (ix) 935,300,000,000 1,500,000,000,000

Maybank International Labuan Branch (iii) 195,360,000,000 - Military Commercial Joint Stock Bank - North Sai Gon Branch (vii) 825,000,000,000 975,000,000,000

Deutsche Investitions-und Entwicklungsgesellschaft mbH (iv) 139,542,854,352 67,799,998,644 Tien Phong Securities Corporation (x) 770,000,000,000 -

The Hongkong and Shanghai Banking Corporation Limited - Vietnam Prosperity Joint Stock Commercial Bank (xi) 600,000,000,000 -
138,339,300,000 189,840,000,000
Singapore Branch (v)
Vietnam Joint Stock Commercial Bank for Industry and Trade
293,040,000,000 474,600,000,000
HSBC Bank (Viet Nam) Ltd. (vi) 122,600,000,000 - Filiale Deutschland (iii)

Vietnam Joint Stock Commercial Bank for Industry and Maybank International Labuan Branch (iii) 293,040,000,000 474,600,000,000
9,200,000,000 -
Trade - Branch 1 (iii)
Deutsche Investitions-und Entwicklungsgesellschaft mbH (iv) 174,428,577,708 237,300,004,746
Joint Stock Commercial Bank for Foreign Trade of Vietnam -
7,637,500,000 13,512,500,000
Ho Chi Minh Branch (i) Tien Phong Securities Corporation (xii) 154,061,002,354 -

Ho Chi Minh City Housing Development Joint Stock Military Commercial Joint Stock Bank - North Sai Gon Branch (xiii) 49,537,186,986 -
100,000,000 100,000,000
Commercial Bank - Headquarter (iv)
Vietnam Joint Stock Commercial Bank for Industry
Vietnam Maritime Commercial Joint Stock Bank - 13,800,000,000 23,000,000,000
- 500,080,000,000 and Trade - Branch 1 (iii)
Ho Chi Minh Branch
Ho Chi Minh City Housing Development Joint Stock Commercial
Vietnam Prosperity Joint Stock Commercial Bank - 300,000,000 400,000,000
- 205,500,000,000 Bank - Headquarter (iv)
Ho Chi Minh Branch
Vietnam Maritime Commercial Joint Stock Bank -
Military Commercial Joint Stock Bank - North Sai Gon Branch (vii) - 150,000,000,000 - 1,050,000,000,000
Ho Chi Minh Branch

Vietnam Joint Stock Commercial Bank for Industry and Trade - Military Commercial Joint Stock Bank - North Sai Gon Branch - 625,000,000,000
- 147,880,920,900
Ho Chi Minh Branch
Vietnam Joint Stock Commercial Bank for Industry and Trade -
Joint Stock Commercial Bank for Foreign Trade of Vietnam - - 498,587,280,600
- 137,206,819,674 Ho Chi Minh Branch
South Saigon Branch
HSBC Bank (Viet Nam) Ltd. (vi) - 337,600,000,000
Joint Stock Commercial Bank for Foreign Trade of Vietnam -
- 6,581,250,000
South Sai Gon Branch
6,277,838,607,137 7,631,487,285,346
3,128,847,833,951 3,388,381,489,218

237 NOVALAND ANNUAL REPORT 2023 238


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued) 25. Borrowings (continued)


(***) Details of bank loans as at the end of year were as follows: (continued) (***) Details of bank loans as at the end of year were as follows: (continued)

(i) These are borrowings with a credit facility of USD251,000,000 to Nova Hospitality Joint Stock Company, including 2 (iv) These are borrowings with a credit facility of USD20,000,000 and VND700,000,000 to No Va Land Investment
loans as follow: Group Corporation, including 2 loans as follow:

- The borrowings in USD arranged by Credit Suisse AG, Singapore Branch; Industrial and Commercial Bank of China - The borrowings in USD with a credit limit of USD20,000,000 from Deutsche Investitions-und Entwicklungsgesellschaft
Limited, Hanoi City Branch; Taichung Commercial Bank Co, Ltd., Offshore Banking Branch; Taiwan Business Bank, mbH. The loan duration is ninety-six (96) months and does not exceed 15 June 2027. The interest rate is 5.1% per
Offshore Banking Branch; Taiwan Cooperative Bank, Offshore Banking Branch and other syndicated lenders. The annum. Interest is paid every six (6) months.
loan duration is forty-two (42) months from the first date of drawdown. Interest rate is defined as LIBOR rate plus
- The borrowings in Vietnamese Dong with a credit limit of VND700,000,000 from Ho Chi Minh City Housing
a margin of 4.25% per annum and repayable every six (6) months. Until 31 December 2023, these borrowings was
Development Joint Stock Commercial Bank - Headquarter for a term of ninety-six (96) months since the date
disbursed fully by USD250,000,000. Borrowing purposes are to increase the working capital and finance the Group’s
following the date of drawdown and does not exceed 15 June 2027. The principal is paid on a six-month basis and
projects. These borrowings are secured against a project in Xuyen Moc District, Ba Ria Vung Tau Province. As at 31
the grace period is twelve (12) months since the drawdown date. Interest rate is 12% per annum for the first three
December 2023, the Group had the outstanding balance of USD72,805,413.
months and since the fourth month, the interest is defined at a rate of the twelve-month saving deposits from
- The borrowings in Vietnamese Dong from Joint Stock Commercial Bank for Foreign Trade of Vietnam - Ho Chi Minh individuals in Vietnamese Dong (paid in arrears) in Ho Chi Minh City Housing Development Joint Stock Commercial
Branch with a credit limit of VND23,500,000,000 (equivalent to USD1,000,000) for a term of forty-eight (48) months Bank – Headquarter plus the margin of 4.7% per annum.
and ten (10) days since the drawdown date. Interest rates are adjusted every 6 months at a rate of twelve-month saving
Borrowing purposes are to finance the Group’s projects. These borrowings are secured against the land use right
deposits from individuals plus a margin of 3.5% per annum. Borrowing purposes are to increase the working capital and
and the properties associated with the land arising in relation to a project in Can Tho Province (Note 13 and Note 14).
finance the Group’s projects. These borrowings are secured against deposit contracts at the bank (Note 4).
(v) These are borrowings in USD with a credit limit of USD10,000,000 from The Hongkong and Shanghai Banking
(ii) These are borrowings in Vietnamese Dong with the amount of VND2,870,000,000,000 for a term of forty-eight
Corporation Limited - Singapore Branch for a term of three hundred sixty (360) days since the first disbursement
(48) months since the first drawdown date. The interest rate for the first interest period is 11.0% per annum and the
date. The interest is defined as a compound interest rate reference (CFR) plus the margin of 2.6% per annum. Interest
interest rate is adjusted every three (3) months at a highest rate of saving deposits from individuals in Vietnamese
is paid on a three-month basis. Borrowing purposes are to increase the Group’s working capital. These loans are
Dong (paid in arrears) for the equivalent term at Vietnam Joint Stock Commercial Bank for Industry and Trade
secured against shares of the Group owned by the shareholders (Note 27). The term of these borrowings has been
plus a margin of 4.5% per annum or equal to the corresponding term lending interest rate floor of Vietnam Joint
extended to 31 January 2024. After the preparation date of the consolidated financial statements, the Group has
Stock Commercial Bank for Industry and Trade, whichever is higher. Borrowing purposes are to finance the Group’s
settled all of these borrowings.
projects. The loan is secured against all of the Group’s contributed capital in the subsidiary, the land use rights and
assets formed on the land and the property rights arising in connection with the project in Bien Hoa City, Dong (vi) These are borrowings in Vietnamese Dong with a credit limit of VND350,000,000,000 from HSBC Bank (Viet Nam)
Nai Province (Note 11), the rights and benefits arising from developing the project. The remaining balance as at 31 Ltd. for a term of eighteen (18) months since the first disbursement date. The interest rate is the following base rate
December 2023 is VND1,500,000,000,000. which is identified by reference interest rate quoted by HSBC Bank (Vietnam) Ltd. plus the margin of 2.3% per annum.
Interest is paid every three (3) months. Borrowing purpose is to finance the Group’s projects. These loans are secured
(iii) These are syndicated loans which Vietnam Joint Stock Commercial Bank for Industry and Trade - Branch 1 is the
against shares of the Group owned by the shareholders (Note 27). After the preparation date of the consolidated
facility agent and the arranger agent. These are borrowings with a credit facility of USD41,000,000 including 2 loans
financial statements, the Group has settled all of this borrowing principles.
as follows:
(vii) These are borrowings in Vietnamese Dong with the amount of VND1,500,000,000,000 for a term of a hundred
- The borrowings in USD with amount of USD40,000,000, which are arranged by Vietnam Joint Stock Commercial
and eight (108) months since the first drawdown date. The loan bears an interest at 10.0% per annum for the first
Bank for Industry and Trade Filiale Deutschland (USD20,000,000) and Maybank International Labuan Branch
year and the loan interest rate is adjusted every three (3) months at a rate of twelve-month saving deposits from
(USD20,000,000), for a term of thirty (30) months. The borrowings in USD bear an interest of SOFR plus a margin of
individuals in Vietnamese Dong (paid in arrears) at Military Commercial Joint Stock Bank plus a margin of 3.5%
5.5% per annum.
per annum. Borrowing purpose is to finance the Group’s projects. The loans are secured against all of the Group’s
- The borrowings in Vietnamese Dong with the amount under the Debt Receipt of VND23,000,000,000 (equivalent contributed capital in the subsidiary and the land use rights under the project at Xuyen Moc District, Ba Ria - Vung
to USD1 billion) from Vietnam Joint Stock Commercial Bank for Industry and Trade - Branch 1 for a term of thirty Tau Province (Note 11).
(30) months. Loan interest rate is following the interest rate of twelve-month (12) saving deposits from individuals in
(viii) These are borrowings in Vietnamese Dong with a credit limit of VND3,600,000,000,000 from Vietnam Prosperity
Vietnamese Dong plus a margin of 4.5% per annum.
Joint Stock Commercial Bank - Ho Chi Minh Branch. The total value which were successfully disbursed as at 31
Borrowing purposes are to increase the Group’s working capital. These borrowings are secured against a part of December 2023 is VND1,212,131,840,089, including:
assets belonging to a project in Ho Chi Minh City (Note 13). On 18 October 2023, the Lender and the Company
- The first loan is VND1,200,000,000,000 for a term of fifty-four (54) months since the first drawdown;
entered into an initial agreement agreeing to extend the interest payment for the October 2023 period to January
2024, and also extend the principal arrears for an additional fourteen (14) months from the original term. Accordingly, - The second loan is VND12,131,840,089 for a term of fifty-four (54) months since the first drawdown.
when the amended loan contract is signed, the first principal payment period is on 30 September 2025. After the
The principal is paid on a three-month basis and the grace period is eighteen (18) months. The first principal payment
preparation date of the consolidated financial statements, the Group has settled in total of VND1,150,000,000 of
is in June 2025. Interest rate is 11.5% per annum and is adjusted every month at the highest interest rate of twelve-
these borrowings.
month normal saving deposits from individuals in Vietnamese Dong (paid in arrears) at Vietnam Prosperity Joint
Stock Commercial Bank (Transaction Center) at the interest determination date plus a margin of 4% per annum
but not lower than 11.5% per annum. Borrowing purpose is to finance the Group’s projects. The loans are secured
against the land use rights and the property rights under a part of the project in Long Hung Commune, Bien Hoa
City, Dong Nai Province; the receivables arising from the project and the contributed capital owned by all members
at the project’s Developer.

239 NOVALAND ANNUAL REPORT 2023 240


Form B 09 – DN/HN Form B 09 – DN/HN

25. Borrowings (continued) 27. Owners’ capital


(***) Details of bank loans as at the end of year were as follows: (continued)
(a) Number of shares

(ix) These are borrowings in Vietnamese Dong with the amount under a loan contract of VND 1,500,000,000,000 for 31.12.2023 31.12.2022
a term of thirty-six (36) months from the first disbursement date. The interest rate is 11.5% per annum for the first
interest period and then is adjusted every three (3) months at a reference interest rate plus a margin of 3.5% per
Ordinary Preference Ordinary Preference
annum. The reference interest rate is defined as an interest rate in Vietnamese Dong for corporate clients with a loan shares shares shares shares
term of more than 12 months announced by Military Commercial Joint Stock Bank - North Sai Gon Branch. Borrowing
purposes are to fund the working capital and finance the Group’s projects. These loans are secured against all of the Number of shares registered 1,950,104,538 - 1,950,104,538 -
Group’s contributed capital in a subsidiary and land use rights of the project in Tam Phuoc Ward, Bien Hoa City, Dong
Nai Province (Note 13); the entire project, assets belonging to the project, assets attached to land that are being
Number of shares issued 1,950,104,538 - 1,950,104,538 -
formed, will be formed in the future of the project in Tien Thanh Commune, Phan Thiet City, Binh Thuan Province and
the entire capital contributions of members of the project’s Developer. Number of existing shares
1,950,104,538 - 1,950,104,538 -
in circulation
(x) These are borrowings in Vietnamese Dong with a credit limit of VND770,000,000,000 from Tien Phong Commercial
Joint Stock Bank for a term of forty-two (42) months. Interest rates are being specified in each drawdown. The
interest rate is adjusted every three (3) months and defined as the medium-term base interest rate for a term of three
(3) months from corporate clients at Tien Phong Commercial Joint Stock Bank plus a margin of 4.0% per annum. (b) Movement of share capital
Borrowing purpose is to finance the Group’s projects. These borrowings are secured against the development
rights of a project in District 1, Ho Chi Minh City and capital contribution in the project’s Developer and shares of
the Company owned by shareholders. As at 31 December 2023, the Company had the outstanding balance of Cổ phiếu
phổ thông
VND770,000,000,000.

(xi) These are borrowings in Vietnamese Dong with the amount under a maximum loan contract of VND 1,200,000,000,000 As at 1 January 2022 1,930,421,319
for a term of eighty-four (84) months from the first disbursement date. The principal is paid on a three-month basis
and the grace period is thirty-six (36) months. The first principal payment is in December 2026. The interest rate is
Insuance of shares for Employee Stock Ownership Plan ("ESOP") 19,304,200
11.5% per annum for the first interest period and then is adjusted every three (3) months at the highest interest rate
of twelve-month normal saving deposits from individuals in Vietnamese Dong (paid in arrears) at Vietnam Prosperity
Joint Stock Commercial Bank (Transaction Center) at the interest determination date plus a margin of 4% per annum Converting bonds into ordinary shares 379,019
but not lower than 11.5% per annum. Borrowing purpose is to finance the Group’s projects. These borrowings are
secured against all of the Group’s contributed capital in the subsidiary; the land use rights and the property rights
As at 31 December 2022 and as at 31 December 2023 1,950,104,538
arising in connection with the project in Ho Chi Minh City; the receivables and the assets arising in the future in
connection with the security project.

(xii) These are borrowings in Vietnamese Dong with a credit limit of VND1,850,000,000,000 from Tien Phong Commercial Par value per share: VND10,000.
Joint Stock Bank for a term of forty-two (42) months. Interest rates are being specified in each drawdown. The
interest rate is adjusted every three (3) months and defined as the medium-term base interest rate for a term of three As at 31 December 2023 and 31 December 2022, a portion of the ordinary shares was used as collateral for some of the
(3) months from corporate clients at Tien Phong Commercial Joint Stock Bank plus a margin of 2.0% per annum. Group’s borrowings (Note 25).
Borrowing purpose is to finance the Group’s projects. These borrowings are secured against the development rights
of a project in District 1, Ho Chi Minh City and capital contribution in the project’s Developer owned by shareholders.
As at 31 December 2023, the Company had the outstanding balance of VND154,061,002,354. (c) Details of owners’ shareholdings

(xiii) These are borrowings in Vietnamese Dong with a maximum credit limit of VND600,000,000,000 for a term of
Details for the share capital as at 31 December 2023 are as below:
sixty (60) months since the first drawdown date. The loan bears an interest at 11.5% per annum for the first three
months and the loan interest rate is adjusted every three (3) months at a rate of twelve-month saving deposits from
individuals in Vietnamese Dong (paid in arrears) at Military Commercial Joint Stock Bank plus a margin of 3.5% per Share at par value Ratio
Shareholders Ordinary shares
annum. Borrowing purpose is to finance the Group’s projects. These borrowings are secured against the receivables VND %
and assets arising in the future in connection with the security project at Xuyen Moc District, Ba Ria - Vung Tau
Province and all of the Group’s contributed capital in the subsidiary. Until 31 December 2023, these borrowings were NovaGroup Joint Stock Company 3,822,574,330,000 382,257,433 19.60
successfully disbursed of VND49,537,186,986.
Diamond Properties Joint Stock
1,764,153,930,000 176,415,393 9.05
Company

Others 13,914,317,120,000 1,391,431,712 71.35


26. Long-term provision for liabilities
19,501,045,380,000 1,950,104,538 100.00
This balance represents the provision for warranty of properties that have been completed and handed over at the
reporting date.

241 NOVALAND ANNUAL REPORT 2023 242


Form B 09 – DN/HN Form B 09 – DN/HN

28. Movements in owners’ equity

Ordinary shares Share premium Post-tax undistributed earnings Non controlling interest Total
VND VND VND VND VND

As at 1 January 2022 19,304,213,190,000 5,023,225,314,626 10,707,524,273,613 6,138,150,553,730 41,173,113,331,969

Net profit for the year - - 2,162,071,222,708 19,458,987,888 2,181,530,210,596

Issuance of ordinary shares for ESOP 193,042,000,000 (50,000,000) - - 192,992,000,000

Converting bonds into ordinary shares phase 1 on


541,450,000 4,060,950,000 - - 4,602,400,000
23 May 2022

Converting bonds into ordinary shares phase 2 on


541,450,000 4,060,950,000 - - 4,602,400,000
30 June 2022

Converting bonds into ordinary shares phase 3 on


2,707,290,000 20,304,710,000 - - 23,012,000,000
22 November 2022

Acquisition of new subsidiaries - - - 1,233,005,169,641 1,233,005,169,641

Dividend receipt - - - (465,140,008) (465,140,008)

Increase in capital of subsidiaries - - - 57,899,290,000 57,899,290,000

Divestment of subsidiary - - - (41,414,282,033) (41,414,282,033)

Change in ownership of subsidiaries - - 19,180,215,075 (30,327,215,075) (11,147,000,000)

As at 31 December 2022 19,501,045,380,000 5,051,601,924,626 12,888,775,711,396 7,376,307,364,143 44,817,730,380,165

Net profit for the year - - 605,578,220,113 (119,713,695,215) 485,864,524,898

Dividend receipt - - - (31,383,642) (31,383,642)

Decrease in capital of subsidiaries - - - (15,000,000) (15,000,000)

Decrease due to disposal of a subsidiary - - - (698,479,018) (698,479,018)

Change in ownership of subsidiaries - - (146,361,238) 146,361,238 -

As at 31 December 2023 19,501,045,380,000 5,051,601,924,626 13,494,207,570,271 7,255,995,167,506 45,302,850,042,403

243 NOVALAND ANNUAL REPORT 2023 244


Form B 09 – DN/HN Form B 09 – DN/HN

29. Earnings per share 29. Earnings per share (continued)

(a) Basic earnings per share (b) Diluted earnings per share

Basic earnings per share is calculated by dividing the net profit attributable to shareholders after deducting the bonus and Diluted earnings per share is calculated by dividing the net profit attributable to shareholders, from which the bonus and
welfare funds by the weighted average number of ordinary shares outstanding during the year, excluding ordinary shares welfare fund has been subtracted, by the weighted average number of ordinary shares outstanding during the period and
repurchased by the Group and held as treasury shares. Details are as follows: the ordinary shares expected to be issued via conversion of other financial instruments into ordinary shares. Details are
as follows:

For the year ended


For the year ended
31.12.2023 31.12.2022
31.12.2023 31.12.2022
Net profit attributable to shareholders (VND) 605,578,220,113 2,162,071,222,708
Net profit attributable to shareholders (VND) 605,578,220,113 2,162,071,222,708
Dividend on preference shares (VND) - -
Dividend on preference shares (VND) - -
Profit calculation of basic earnings per share (VND) 605,578,220,113 2,162,071,222,708
Profit calculation of diluted earnings per share
605,578,220,113 2,162,071,222,708
Weighted average number of ordinary shares in (VND)
1,950,104,538 1,944,807,389
issue (shares)
Weighted average number of ordinary shares
1,950,104,538 1,944,807,389
Mandatorily convertible shares (shares) - - including potential shares (shares)

Weighted average number of ordinary shares including Mandatorily convertible shares (shares) - -
1,950,104,538 1,944,807,389
mandatorily convertible shares (shares)
Potential shares (shares) (*) - -
Basic earnings per share (VND) 311 1,112
Weighted average number of ordinary shares including
1,950,104,538 1,944,807,389
potential shares (shares)

Diluted earnings per share (VND) 311 1,112

(*) The Company considered each issue or series of potential ordinary shares in determining whether potential ordinary
shares are dilutive. Potential ordinary shares shall be treated as dilutive when, and only when, their conversion to ordinary
shares would decrease earnings per share or increase loss per share.

Convertible bonds (Note 25) that could potentially dilute earnings per share in the future, but were not included in the
calculation of diluted earnings per share because they are antidilutive for the period presented.

In the year ended 31 December 2023 and 31 December 2022, there were potential ordinary shares but they are not dilutive.

30. Off consolidated balance sheet items

Foreign currencies

As at 31 December 2023, included in cash and cash equivalents were balances held in foreign currencies of US$6,247
(as at 31 December 2022: US$346,342).

245 NOVALAND ANNUAL REPORT 2023 246


Form B 09 – DN/HN Form B 09 – DN/HN

31. Net revenue from sales of goods and rendering of services 33. Financial income

2023 2022
2023 2022
VND VND
VND VND
Interest income from investment co-operation contracts 3,225,835,034,637 2,319,581,387,396
Revenue from sales of goods and rendering of services
Gain from divestment of subsidiaries and associate 566,483,414,624 1,524,669,195,339
Revenue from sale of real estate 4,102,993,406,949 9,222,556,020,675
Interest income from lending 659,824,369,810 726,549,879,658
Rendering of corporate management, project development
505,530,057,448 1,759,567,399,232
consultancy, sale consultancy services and other services
Interest income from trading securities 414,841,460,000 -
Revenue from leasing properties 161,426,865,884 168,605,466,789
Interest income from deposits at banks 175,577,973,412 361,453,442,261
4,769,950,330,281 11,150,728,886,696
Foreign exchange gains 7,077,514,041 36,317,344,319
Sales deductions
Others 78,490,361,352 36,224,032,910
Sales returns (8,157,100,000) (14,739,992,585)
5,128,130,127,876 5,004,795,281,883
Trade discount (4,891,016,461) (1,671,012,601)

Sales rebates - (87,403,785)


34. Financial expenses
(13,048,116,461) (16,498,408,971)

Net revenue from sales of goods and rendering of services 2023 2022
VND VND
Net revenue from sale of real estate 4,089,945,290,488 9,206,145,015,489
Interest expense from investment co-operation contracts 2,250,770,352,609 2,467,928,757,006
Net revenue from rendering of corporate management, pro-
ject development consultancy, sale consultancy services and 505,530,057,448 1,759,567,399,232 Foreign exchange losses 559,354,385,383 528,605,952,879
other services
Interest expense 327,706,664,781 844,309,872,037
Net revenue from leasing properties 161,426,865,884 168,518,063,004
Cost of issuing bonds 29,368,587,137 109,733,005,376
4,756,902,213,820 11,134,230,477,725
Borrowings related costs (*) 26,222,372,905 72,844,609,154

Payment discount for customers 2,894,029,937 37,246,029,852

32. Cost of goods sold and services rendered (Reversal)/expenses on cross currency swap contracts (2,626,472,657) 52,737,772,247

Others 50,318,335,475 35,116,228,044

2023 2022 3,244,008,255,570 4,148,522,226,595


VND VND

Cost of real estates sold 2,886,302,716,552 5,224,442,081,259 (*) Borrowings related costs included mostly the costs related to borrowing arrangement fee and bond settlement costs.
Cost of corporate management, project development and sales
385,617,657,794 1,523,553,534,915
consultancy services and other services rendered
35. Selling expenses
Cost of leasing properties 162,774,190,167 134,745,907,169

3,434,694,564,513 6,882,741,523,343 2023 2022


VND VND

Outside services expenses 184,333,698,786 537,768,868,402

Staff costs 49,493,241,472 5,337,266,824

Expenses for selling campaigns 23,292,359,052 370,964,919,985

Depreciation 2,743,229,538 3,821,578,157

Tool and supplies 2,064,314,048 26,362,098

Others 30,048,213,917 42,212,283,490

291,975,056,813 960,131,278,956

247 NOVALAND ANNUAL REPORT 2023 248


Form B 09 – DN/HN Form B 09 – DN/HN

36. General and administration expenses 38. Corporate income tax (“CIT”)

2023 2022
(a) Deferred income tax
VND VND
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
Goodwill allocation (Note 17) 847,540,135,684 843,115,373,971
assets against current tax liabilities and when the deferred income tax relate to the same taxation authority and
Staff costs 247,977,675,639 47,640,463,453 same taxable unit.

Outside services expenses 207,052,534,873 538,327,123,387 The deferred income tax assets and liabilities mainly arise from the temporary differences relating to unrealised profits
from business combination.
Depreciation 21,585,509,100 9,209,892,949
The Group uses tax rate of 20% in year 2023 and 2022 for determining deferred tax assets and deferred tax liabilities.
Provision for doubful debts 15,186,000,000 -
Deferred CIT assets are recognised to the extent that it is probable that future taxable profit will be available against
Tax and other fees 3,262,844,008 2,992,499,817 which the temporary differences can be utilised.
Stationery expenses 1,186,530,982 6,290,179,963 Movement in deffered CIT are as follows:
Cost of management materials 601,252,366 2,481,290,170

Others 145,833,606,510 86,153,571,965


2023 2022
1,490,226,089,162 1,536,210,395,675 VND VND

Deferred CIT assets 152,077,405,395 157,628,010,757

Deferred CIT liabilities (12,616,064,305,061) (11,335,537,857,006)

37. Other income and other expenses Beginning of year (12,463,986,899,666) (11,177,909,846,249)

Income statement charged (Note 38(b)) (1,104,816,315,770) (1,021,826,971,234)


2023 2022
VND VND Disposal of subsidiaries 44,976,965,283 208,121,832,027

Other income Impact of business combination during the year - (472,371,914,210)

Fines received on contract violation (*) 1,035,902,481,477 383,319,203,653 End of year (13,523,826,250,153) (12,463,986,899,666)

Gain on disposals of fixed assets 16,517,287,644 9,244,955,796 In which:

Gain on bargain purchase - 1,269,807,885,843 Deferred CIT assets 183,870,469,256 152,077,405,395

Others 22,613,764,354 6,411,969,200 Deferred CIT liabilities (13,707,696,719,409) (12,616,064,305,061)

1,075,033,533,475 1,668,784,014,492

Other expenses

Fines paid on contract violation 275,554,924,889 255,902,548,420

Tax penalties 45,817,664,303 8,810,229,242

Others 27,368,203,633 37,047,752,694

348,740,792,825 301,760,530,356

(*) Fines received on contract violations mainly includes fines due to liquidation of investment co-operation contracts.

249 NOVALAND ANNUAL REPORT 2023 250


Form B 09 – DN/HN Form B 09 – DN/HN

38. Corporate income tax (“CIT”) (continued) 40. Segment reporting


(b) CIT Business activity segments:

The CIT on the Group’s accounting profit before tax differs from the theoretical amount that would arise using the As the Group’s revenue and profit are mainly derived from the business activities of the real estate while other sources
applicable tax rate of 20% as follows: of revenue are not material as a whole, the Board of Management accordingly believes that the Group’s real estate and
supporting activities for real estate are in a sole business segment only.

2023 2022 Information of segment revenue and cost of sales based on the activities of the Group are as follows:
VND VND

Net accounting profit before tax 1,998,881,691,550 3,982,066,348,032

Tax calculated at a rate of 20% 399,776,338,310 796,413,269,606 YEAR ENDED 31.12.2023

Effect of:
Rendering of services for corporate
Allocation of goodwill 169,508,027,137 168,623,074,794 Transfer of real estate management, project development Leasing properties Total
VND consultancy, sale consultancy and others VND VND
Expenses not deductible for tax purposes 25,080,032,299 3,298,767,395 VND

Interest expense not deductible under Decree No. 132/2020/ND-CP 891,343,178,110 630,975,850,172 Net revenue 4,089,945,290,488 505,530,057,448 161,426,865,884 4,756,902,213,820

Tax loss utilisation (241,536,864,355) (162,368,876,103) Cost of


(2,886,302,716,552) (385,617,657,794) (162,774,190,167) (3,434,694,564,513)
goods sold
Tax loss for which no deferred tax asset was recognised 349,930,171,694 426,390,596,465
Gross profit 1,203,642,573,936 119,912,399,654 (1,347,324,283) 1,322,207,649,307
Difference on (loss)/gain from share transfers of subsidiaries (114,881,878,263) 197,599,074,297

Share of loss/(gain) from associates 30,307,884,948 (724,505,771)

Gain on bargain purchase from subsidiaries acquisitions - (253,961,577,169)


YEAR ENDED 31.12.2022
Tax exemption or reduction - (17,096,231)

Under-provision/(over-provision) in previous years 3,490,276,772 (5,692,440,019) Rendering of services for corporate


Transfer of real estate management, project development Leasing properties Total
CIT charge (*) 1,513,017,166,652 1,800,536,137,436 VND consultancy, sale consultancy and others VND VND
VND
Charged to consolidated income statement:
Net revenue 9,206,145,015,489 1,759,567,399,232 168,518,063,004 11,134,230,477,725
CIT – current 408,200,850,882 778,709,166,202
Cost of
(5,224,442,081,259) (1,523,553,534,915) (134,745,907,169) (6,882,741,523,343)
CIT – deferred (Note 38(a)) 1,104,816,315,770 1,021,826,971,234 goods sold

1,513,017,166,652 1,800,536,137,436 Gross profit 3,981,702,934,230 236,013,864,317 33,772,155,835 4,251,488,954,382

(*) The CIT charge for the year is based on estimated taxable profit and is subject to review and possible ad-
justments by the tax authorities. Geographical segments:

The Group’s activities are mainly segmented by domestic activities. The Group does not monitor its operation results, fixed
assets, other non-current assets or non-cash major expenses by the geographical areas of customers.
39. Costs of operations by factor
Costs of operation by factor represent all costs incurred during the year from the Group’s operating activities, excluding
cost of merchandise for trading activities. The details are as follows: 41. Additional information on certain items of the consolidated cash flow statement
Significant non-cash transactions effect of cash flow statement
2023 2022
VND VND
2023 2022
Real estate development costs 11,477,657,923,572 36,377,685,080,328 VND VND

Outside services expenses 344,294,171,742 1,356,250,490,268 Principal payment by transferring bonds 2,346,000,000,000 -

Depreciation, amortization and goodwill allocation 1,106,459,385,516 1,042,643,771,146 Principal payment by swapping real estate products 311,158,542,093 -

Staff costs 555,037,713,221 769,889,529,143 Interest payment by swapping real estate products 46,061,999,949 -

Others 182,996,761,831 213,124,268,480 Purchasing subsidiaries with payables - 10,000,000,000

13,666,445,955,882 39,759,593,139,365 Issuance of ordinary shares for converting debts - 32,216,800,000

251 NOVALAND ANNUAL REPORT 2023 252


Form B 09 – DN/HN Form B 09 – DN/HN

42. Related party disclosures 42. Related party disclosures (cotinued)

During the year, the Group had transactions and balances with the following related parties: (a) Related party transactions (continued)

iv) Compensation of the Board of Directors and salaries of the Board of Management and other managers

Name Relationship

NovaGroup Joint Stock Company Major shareholder 2023

Diamond Properties Joint Stock Company Major shareholder Salary Compensation


Name Position
VND VND
Sai Gon Electronics and Industrial Service Joint Stock Company Associate
Bui Thanh Nhon Chairperson - 1,100,000,000
Ben Thanh Housing Service and Development Joint Stock
Associate Bui Xuan Huy Chairperson - 100,000,000
Company
Bui Xuan Huy Member - 20,000,000
Saigon Golf Company Limited Associate
Hoang Thu Chau Member - 30,000,000
Phu Tri Land Investment Trading Corporation Associate Pham Tien Van Independent Member - 600,000,000
Hung Ngu Security Joint Stock Company Associate Nguyen My Hanh Independent Member - 600,000,000

NSQ Investment Development Joint Stock Company Related party of Chairperson Hoang Duc Hung Independent Member - 211,363,636

Do Thi Phuong Lan Member - 15,755,693


Open Land Investment and Development Real Estate Joint
Related party of Chairperson
Stock Company Nguyen Tran Dang Phuoc Member - 15,755,693

Mr. Bui Cao Nhat Quan Related party of Chairperson Ng Teck Yow Member - 60,434,783

Ng Teck Yow Chief Executive Officer 3,287,238,095 -

Nguyen Ngoc Huyen Chief Executive Officer 591,360,000 -

Duong Thi Thu Thuy Deputy Chief Executive Officer 146,298,435 -


(a) Related party transactions
Vo Thi Cao Ly Deputy Chief Executive Officer 228,556,800 -
During the year, the following transactions were carried out with related parties: Huynh Minh Lam Chief Accountant 1,050,711,965 -

Nguyen Duc Dung Chief Financial Director 799,085,714 -


2023 2022 Duong Van Bac Chief Financial Director 1,638,260,870 -
VND VND

i) Revenue from sales of goods


2022
Ben Thanh Housing Service and Development Joint Stock
- 34,593,768,062 Salary Compensation
Company Name Position
VND VND
ii) Purchase of services Bui Thanh Nhon Chairperson - 61,290,323
Hung Ngu Security Joint Stock Company - 9,430,960,000 Bui Xuan Huy Chairperson -2023 1,144,838,710

iii) Financial support received Nguyen Ngoc Huyen Member - 30,000,000

NovaGroup Joint Stock Company 1,043,982,919,985 995,404,405,733 Hoang Thu Chau Member - 120,000,000

Nguyen Duc Dung Member - 30,000,000


Diamond Properties Joint Stock Company 1,312,798,572 -
Pham Tien Van Independent Member - 600,000,000
1,045,295,718,557 995,404,405,733
Le Quoc Hung Independent Member - 300,000,000

Nguyen My Hanh Independent Member - 600,000,000

Nguyen Ngoc Huyen Chief Executive Officer 4,081,980,826 -

Bui Xuan Huy Chief Executive Officer 409,090,909 -

Hoang Thu Chau Deputy Chief Executive Officer 272,727,273 -

Duong Thi Thu Thuy Deputy Chief Executive Officer 2,065,259,901 -

Vo Thi Cao Ly Deputy Chief Executive Officer 2,896,718,481 -

Huynh Minh Lam Chief Accountant 996,717,273 -

Nguyen Duc Dung Chief Financial Director 2,363,272,727 -

253 NOVALAND ANNUAL REPORT 2023 254


Form B 09 – DN/HN Form B 09 – DN/HN

42. Related party disclosures (continued) 42. Related party disclosures (continued)

(b) Ending balances with related parties (b) Ending balances with related parties (continued)

31.12.2023 31.12.2022 31.12.2023 31.12.2022


VND VND VND VND

Short-term trade accounts receivable (Note 6) Short-term trade accounts payable (Note 18)

NSQ Investment Development Joint Stock Company 24,422,370,000 24,422,370,000 Hung Ngu Security Joint Stock Company 878,299,200 1,206,748,800

Ben Thanh Housing Service and Development Joint Stock Other short-term payables (Note 24(a))
3,541,365,174 3,541,365,174
Company
Financial support payables
27,963,735,174 27,963,735,174
NovaGroup Joint Stock Company 2,039,387,325,718 995,467,405,733
Short-term lendings (Note 8(a))
Diamond Properties Joint Stock Company 1,312,798,572 -
Open Land Investment and Development Real Estate Joint
17,572,000,000 300,000,000
Stock Company 2,040,700,124,290 995,467,405,733

Other short-term receivables (Note 9(a))


Borrowing (Note 25)

Project development and investment co-operation Open Land Investment and Development Real Estate
57,640,271,569 57,386,546,869
Joint Stock Company
Phu Tri Real Estate Investment Commercial Joint Stock Company 70,000,000,000 70,000,000,000

Sai Gon Electronics and Industrial Service Joint Stock Company 15,000,000,000 15,000,000,000
43. Commitments
Deposits for the acquisition of shares

Open Land Investment and Development Real Estate Joint (a) Commitments under operating leases
74,000,000,000 74,000,000,000
Stock Company
(i) The Group as a lessee
Interest receivable from deposits, lending and investment
co-operation The future minimum lease payments under non-cancellable operating leases were as follows:

Open Land Investment and Development Real Estate Joint


2,003,816,328 191,780,000
Stock Company 31.12.2023 31.12.2022
VND VND
Others
Within one year 31,716,357,977 29,462,522,135
Sai Gon Golf Company Limited 392,380,000,000 388,560,000,000
From one to five years 8,053,296,750 29,901,476,497

Ben Thanh House One Member Limited Company 30,810,086,194 33,815,948,264 Total minimum payments 39,769,654,727 59,363,998,632

584,193,902,522 581,567,728,264
(ii) The Group as a lessor
Other long-term receivables (Note 9(b))
The Group signed operating lease contracts. Accordingly, the future minimum lease receipts under non-cancellable
Deposits for the acquisition of land use rights operating leases are as follows:

Mr. Bui Cao Nhat Quan 76,000,000,000 76,000,000,000


31.12.2023 31.12.2022
VND VND
Project development and investment co-operation
Within one year 63,761,958,545 61,873,454,316
Sai Gon Electronics and Industrial Service Joint Stock Company 75,400,000,000 -
From one to five years 139,277,015,470 124,114,806,010
151,400,000,000 76,000,000,000
Over five years 415,455,098,037 448,105,172,194

Total minimum receipts 618,494,072,052 634,093,432,520

255 NOVALAND ANNUAL REPORT 2023 256


Form B 09 – DN/HN Form B 09 – DN/HN

43. Commitments (continued) 45. Events after the consolidated balance sheet date
(b) Capital commitments (a) Resolution of the Board of Directors No. 01/2024-NQ.HĐQT-NVLG dated 17 January 2024 is to approve on adjustment
of conversion price and conversion ratio on Issuance plan of the Company approved in the Resolution 87 dated 7 July
Capital expenditure contracted for at the consolidated balance sheet date but not recognised in the consolidated financial 2021, as follows:
statements was as follows:
• Conversion price: VND77,000 per share at the fixed exchange rate of VND23,012 per USD and may change upon the
adjustment actions from time to time.
31.12.2023 31.12.2022
VND VND • Conversion ratio: 59,771 shares per bond.

Construction cost of projects 33,806,878,334,411 32,552,672,681,648 (b) Resolution of the Board of Directors No. 02/2024-NQ.HĐQT-NVLG dated 17 January 2024 is to approve on
adjustments, amendments and supplements to the Company’s Bond Issuance Plan approved in Resolution 114 related
Purchase of fixed assets 2,263,143,049 - to bond NVL2123013 with Yuanta Securities Vietnam Company Limited as an agent, with total maximum par value of
VND500,000,000,000, maturing in March 2023.
33,809,141,477,460 32,552,672,681,648
Detail of adjustments, amendments and supplements are as follows:

• Issue date: 28 September 2021;

(c) Other commitments • Maturity date: 16 March 2025;

• Term bond: 41 months and 16 days from issue date;


According to Resolution of the Board of Directors No. 87/2023-NQ.HĐQT-NVLG dated 29 December 2023, the Company
commits unconditionally and irrevocably to perform the payment obligation on behalf of Delta - Valley Binh Thuan • Total of the bond interest will be paid on the maturity date on 16 March 2025;
Company Limited in case Delta - Valley Binh Thuan Company Limited fails to perform and/or does not fully fulfill its
obligation to pay the loan due from Delta - Valley Binh Thuan Company Limited at Military Comercial Joint Stock Bank • The applicable period of bond interest payment plan will include the interest payment period from and including 28
according to the provisions of the credit documents signed between Military Comercial Joint Stock Bank and Delta - Valley September 2022 to and excluding the maturity date on 16 March 2025.
Binh Thuan Company Limited; Use all resources to ensure to continue as a going concern, including but not limited to (c) Resolution of the Board of Directors No. 05/2024-NQ.HĐQT-NVLG dated 25 January 2024, the Company commits
liquidation of assets for working capital; Do not reduce the direct and/or indirect capital ownership ratio in Delta - Valley unconditionally and irrevocably to perform the payment obligation on behalf of Nova Riverside Real Estate Company
Binh Thuan Company Limited to less than 75% during the Military Commercial Joint Stock Bank sponsorship period; Limited in case Nova Riverside Real Estate Company Limited fails to financial obligations and/or violate commitments
Supporting capital for Delta - Valley Binh Thuan Company Limited to implement the Ocean Valley Tourist Complex Project with Vietnam Maritime Commercial Joint Stock Company (“MSB”) according to the Loan contract, that Nova Riverside
in case the Project lacks investment resources. Real Estate Company Limited is unable to fully pay MSB or, after handling the collateral assets, has not yet completed
Nova Riverside Real Estate Company Limited’s financial obligations with MSB under the Loan Contract.

The Loan of Nova Riverside Real Estate Company Limited at MSB according to the Loan Contract:
44. Contingent liabilities
• Maximum disbursement volume: VND350,000,000,000
As at 31 December 2023, the Group has obligations relating to amount of land rental and land use tax payables due to the • Loan purpose: Payment of investment, construction, operation, and development costs of Phuoc Kien Village Resi-
difference in the time of land valuation at Lakeview City Project, An Phu Ward, District 2 (now known as Thu Duc City), Ho dential Zone (Lot G and Lot E) in Phuoc Kien Village, Nha Be District (Trade name: Sunrise Riverside).
Chi Minh City (“Lakeview Project” or “30.1ha Nam Rach Chiec Land”) between The 21st Century International Development
Company Limited, the People’s Committee of Ho Chi Minh City and Ho Chi Minh City Tax Department. The payment obligation under this contact will expire in one of the following cases, according to actual records and
documents:
Accordingly, the People’s Committee of Ho Chi Minh City issued Decision No. 4777/QD-UBND dated 29 December 2020
(“Decision 4777”) on approving the land price plan for the lands at 30.1ha Nam Rach Chiec for the Group to fulfill its • Nova Riverside Real Estate Company Limited has completed all financial obligations and/or commitments to MSB
obligations with the time of land valuation in April 2017, when the People’s Committee of Ho Chi Minh City approved under the Loan contract; or
Decision No. 1812/QD-UBND dated 18 April 2017 approving the Group to use the above land. According to Notice No. 268/
• The Company has fulfilled its payment obligations on behalf of Nova Riverside Real Estate Company Limited for all
TB-CTTPHCM (“Notice 268”) and Notice No. 269/TB-CTTPHCM (“Notice 269”) issued by Ho Chi Minh City Tax Department
outstanding principal, interest, and fee (if any) at MSB according to the Loan contract.
on the same day of 8 January 2021, the total amount of land rental and land use tax payable was VND5,175,976,075,423.

According to Letter No. 1122/UBND-DTMT dated 20 February 2008, the People’s Committee of Ho Chi Minh City has
agreed on the exchange of lands at Binh Khanh Project and lands at Nam Rach Chiec Project. Accordingly, the Group The consolidated financial statements were approved by the Board of Management on 30 March 2024.
determines the time of land valuation to pay land rental and land use tax at the date of the land swap in 2008. The Group
has submitted the Letter dated 19 February 2021 to the People’s Committee of Ho Chi Minh City and Ho Chi Minh City
Tax Department, to request the annulment of the Decision 4777, the Notice 268 and the Notice 269. As at the date of the
consolidated financial statements, the Authorities are reviewing and solving this matter.

Since the Group has not been able to assess the probability of outflows of economic benefits in relation to this contingent
liability, the Group has not recognised the provision for tax obligations in the consolidated financial statements of the
Group for the fiscal year ended 31 December 2023.

Danh Thuy Ngoc Huynh Minh Lam Ng Teck Yow


Preparer Chief Accountant Chief Executive Officer
30 March 2024

257 NOVALAND ANNUAL REPORT 2023 258


Form B 01 – DN Form B 01 – DN

SUMMARY OF AUDITED SEPARATE


FINANCIAL STATEMENT IN 2023
(UNDER VAS)
SEPARATE BALANCE SHEET SEPARATE BALANCE SHEET (continued)
As at 31 December As at 31 December
Code ASSETS Note Code ASSETS Note
2023 2022 2023 2022
VND VND VND VND

100 CURRENT ASSETS 4,871,589,237,332 7,767,430,674,491 221 Tangible fixed assets 10(a) 468,103,180,090 479,229,418,391

110 Cash and cash equivalents 3 415,429,744,623 623,235,019,009 222 Historical cost 610,947,910,869 611,474,361,373

111 Cash 315,378,887,849 253,186,314,202 223 Accumulated depreciation (142,844,730,779) (132,244,942,982)

112 Cash equivalents 100,050,856,774 370,048,704,807 227 Intangible fixed assets 10(b) 69,772,968,744 83,052,940,716

120 Short-term investments - 54,596,090,321 228 Historical cost 169,887,346,122 165,943,923,622

123 Investments held to maturity 4(a) - 54,596,090,321 229 Accumulated amortisation (100,114,377,378) (82,890,982,906)

130 Short-term receivables 2,059,113,390,491 4,703,917,364,983 230 Investment properties 11 334,191,850,357 340,284,658,536

131 Short-term trade accounts receivable 5 158,088,875,679 159,042,109,718 231 Historical cost 387,467,333,888 387,467,333,888

132 Short-term prepayments to suppliers 6 346,452,545,721 347,107,714,333 232 Accumulated depreciation (53,275,483,531) (47,182,675,352)

136 Other short-term receivables 7(a) 1,569,571,969,091 4,197,767,540,932 240 Long-term assets in progress 188,449,681,517 198,657,647,668

137 Provision for doubtful debts – short term 7(a) (15,000,000,000) - 241 Long-term work in progress 12 181,998,060,395 181,998,060,395

140 Inventories 2,346,955,373,399 2,342,256,134,937 242 Construction in progress 13 6,451,621,122 16,659,587,273

141 Inventories 8 2,346,955,373,399 2,342,256,134,937 250 Long-term investments 75,580,899,016,143 75,917,831,642,977

150 Other current assets 50,090,728,819 43,426,065,241 251 Investments in subsidiaries 4(b) 75,817,539,582,977 75,817,539,582,977

151 Short-term prepaid expenses 9(a) 28,062,781,070 37,523,270,735 252 Investments in associates 4(b) 75,392,060,000 75,392,060,000

152 Value added tax ("VAT") to be reclaimed 16(a) 18,362,698,412 2,237,545,169 253 Investments in other entities 4(b) 24,900,000,000 24,900,000,000

153 Tax and other receivables from the State 16(a) 3,665,249,337 3,665,249,337 254 Provision for long-term investments 4(b) (336,932,626,834) -

200 LONG-TERM ASSETS 84,337,061,234,601 86,471,592,448,027 260 Other long-term assets 3,548,551,966 4,530,481,955

210 Long-term receivables 7,692,095,985,784 9,448,005,657,784 261 Long-term prepaid expenses 9(b) 2,572,678,394 3,554,608,383

216 Other long-term receivables 7(b) 7,692,095,985,784 9,448,005,657,784 262 Deferred income tax assets 975,873,572 975,873,572

220 Fixed assets 537,876,148,834 562,282,359,107 270 TOTAL ASSETS 89,208,650,471,933 94,239,023,122,518

The notes on pages 11 to 75 are an integral part of these separate financial statements.

259 NOVALAND ANNUAL REPORT 2023 260


Form B 01 – DN Form B 02 – DN

SEPARATE BALANCE SHEET (continued) SEPARATE INCOME STATEMENT


As at 31 December Year ended 31 December
Code RESOURCES Note Code Note
2023 2022 2023 2022
VND VND VND VND
300 LIABILITIES 66,567,709,263,379 67,728,811,179,192
01 Revenue from sales of goods rendering of services 222,006,658,989 1,039,685,478,188

310 Short-term liabilities 27,624,447,836,357 21,655,413,463,861


02 Less deductions - -
311 Short-term trade accounts payable 14 349,175,664,317 228,412,202,057
Net revenue from sales of goods and rendering of
10 24 222,006,658,989 1,039,685,478,188
services
312 Short-term advances from customers 15 315,418,485,515 334,899,278,397
11 Cost of goods sold and services rendered 25 (191,719,776,293) (857,690,208,751)
313 Tax and other payables to the State 16(b) 8,884,201,572 27,595,101,289
Gross profit from sales of goods and rendering of
314 Payable to employees 1,700,195,200 - 20 30,286,882,696 181,995,269,437
services

315 Short-term accrued expenses 17 3,171,864,296,792 1,833,059,530,393 21 Financial income 26 1,199,904,775,197 4,835,355,982,315

318 Short-term unearned revenue 1,372,105,236 1,372,105,240 22 Financial expenses 27 (5,377,151,371,782) (5,561,010,931,330)

319 Other short-term payables 19(a) 2,981,377,570,196 1,398,364,185,526 23 - Including: Interest expense 27 (4,065,675,739,090) (4,003,206,713,991)

320 Short-term borrowings 20(a) 20,789,820,610,180 17,826,876,353,610 25 Selling expenses (7,694,523,522) (9,244,455,367)

322 Bonus and welfare funds 4,834,707,349 4,834,707,349


26 General and administration expenses 28 (96,029,877,309) (73,499,900,871)

330 Long-term liabilities 38,943,261,427,022 46,073,397,715,331


30 Net operating loss (4,250,684,114,720) (626,404,035,816)
336 Long-term unearned revenue 18 57,514,077,976 58,886,183,212
31 Other income 383,256,155,557 13,739,821,545
337 Other long-term payables 19(b) 23,419,119,798,205 21,517,277,979,471
32 Other expenses (1,842,775,609) (922,206,287)
338 Long-term borrowings 20(b) 15,459,511,205,583 24,491,030,742,890
40 Net other income 29 381,413,379,948 12,817,615,258
342 Provision for long-term liabilities 7,116,345,258 6,202,809,758
50 Accounting loss before tax (3,869,270,734,772) (613,586,420,558)
400 OWNERS’ EQUITY 22,640,941,208,554 26,510,211,943,326
51 Corporate income tax ("CIT") - current 30 - -
410 Capital and reserves 22,640,941,208,554 26,510,211,943,326
52 CIT - deferred 30 - -
411 Owners’ capital 21, 22 19,501,045,380,000 19,501,045,380,000
60 Loss after tax (3,869,270,734,772) (613,586,420,558)
411a - Ordinary shares with voting rights 19,501,045,380,000 19,501,045,380,000

412 Share premium 22 5,051,601,924,626 5,051,601,924,626

421 (Accumulated losses)/undistributed earnings 22 (1,911,706,096,072) 1,957,564,638,700

421a - Undistributed post-tax profits of previous years 1,957,564,638,700 2,571,151,059,258

421b - Post-tax loss of current year (3,869,270,734,772) (613,586,420,558)

440 TOTAL RESOURCES 89,208,650,471,933 94,239,023,122,518

Do Phuong Thuy Huynh Minh Lam Ng Teck Yow


Preparer Chief Accountant Chief Executive Officer
30 March 2024

The notes on pages 11 to 75 are an integral part of these separate financial statements.

Do Phuong Thuy Huynh Minh Lam Ng Teck Yow


Preparer Chief Accountant Chief Executive Officer
30 March 2024
261 NOVALAND ANNUAL REPORT 2023 262
Form B 03 – DN Form B 03 – DN

SEPARATE CASH FLOW STATEMENT SEPARATE CASH FLOW STATEMENT (continued)


(Indirect method) (Indirect method)

Year ended 31 December Year ended 31 December


Code Note Code Note
2023 2022 2023 2022
VND VND VND VND

CASH FLOWS FROM OPERATING ACTIVITIES 27 Dividends and interest received 193.852.868.109 2.125.416.011.904

01 Accounting loss before tax (3,869,270,734,772) (613,586,420,558) 30 Net cash inflows/(outflows) from investing activities 250.201.626.536 (8.286.277.325.979)

Adjustments for: CASH FLOWS FROM FINANCING ACTIVITIES

02 Depreciation and amortisation 31 40,192,116,680 48,083,126,672 31 Proceeds from issuance of shares - 193.042.000.000

03 Provisions 351,932,626,834 - 33 Proceeds from borrowings 20 455.140.000.000 21.430.536.024.259

04 Unrealised foreign exchange losses 480,168,323,002 398,764,578,775 34 Repayments of borrowings (4.745.488.070.966) (10.242.795.808.769)

05 Profits from investing activities (52,843,290,652) (3,633,749,513,944) 40 Net cash (outflows)/inflows from financing activities (4.290.348.070.966) 11.380.782.215.490

06 Interest expense 4,310,662,947,974 4,366,143,785,121 50 Net decrease in cash and cash equivalents of year (207.808.036.229) (1.764.588.538.086)

08 Operating profit before changes in working capital 1,260,841,989,066 565,655,556,066 60 Cash and cash equivalents at beginning of year 3 623.235.019.009 2.387.919.600.559

09 Decrease/(increase) in receivables 4,226,399,996,099 (4,482,289,592,171) 61 Effect of foreign exchange differences 2.761.843 (96.043.464)

10 Increase in inventories (4,699,238,462) (584,126,684) 70 Cash and cash equivalents at end of year 3 415.429.744.623 623.235.019.009

11 Increase in payables 569,646,542,216 2,322,173,583,373

12 Decrease in prepaid expenses 10,442,419,654 22,579,559,834

Additional information relating to the separate cash flow statement is presented in Note 33.
14 Interest paid (2,230,293,300,372) (3,286,628,408,015)

20 Net cash inflows/(outflows) from operating activities 3,832,338,408,201 (4,859,093,427,597)

CASH FLOWS FROM INVESTING ACTIVITIES

21 Purchases of fixed assets (3,195,331,894) (30,924,842,571)

22 Proceeds from disposals of fixed assets 4,948,000,000 954,545,455

24 Collection of fixed deposits 54,596,090,321 15,818,959,233

25 Investments in other entities - (19,238,607,500,000)


Do Phuong Thuy Huynh Minh Lam Ng Teck Yow
26 Proceeds from divestment of investments in other entities - 8,841,065,500,000 Preparer Chief Accountant Chief Executive Officer
30 March 2024

The notes on pages 11 to 75 are an integral part of these separate financial statements.

263 NOVALAND ANNUAL REPORT 2023 264


CONTACT INFORMATION NOVALAND’S SALES GALLERIES

1 CORPORATE FINANCE DEPARTMENT - INVESTOR RELATIONS HO CHI MINH CITY

Address Novaland Office Building, 65 Nguyen Du, Ben Nghe Ward, District 1, Ho Chi Minh City Novaland Office Building, 65 Nguyen Du,
1 HEADQUARTER 1900 63 6666
Ben Nghe Ward, District 1, Ho Chi Minh City
Email [email protected]
2Bis Nguyen Thi Minh Khai, Da Kao Ward, District 1,
2 NOVA GALLERY 1900 63 6666
Phone No. (+84) 906 353 838 Ho Chi Minh City

2 CORPORATE COMMUNICATIONS DEPARTMENT BA RIA - VUNG TAU

Address Novaland Office Building, 65 Nguyen Du, Ben Nghe Ward, District 1, Ho Chi Minh City NOVAWORLD HO TRAM Coastal Road, Binh Hai Village, Binh Chau Commune,
1 1900 63 6666
REAL ESTATE CENTER Xuyen Moc District, Ba Ria - Vung Tau Province
Email [email protected]
DONG NAI
Phone No. (+84) 906 353 838
AQUA CITY Aqua City, Long Hung Commune, Bien Hoa City,
1 1900 63 6666
3 CUSTOMER CARE DEPARTMENT REAL ESTATE CENTER Dong Nai Province

Address Novaland Office Building, 65 Nguyen Du, Ben Nghe Ward, District 1, Ho Chi Minh City BINH THUAN

Email [email protected] NOVAWORLD PHAN THIET Tien Thanh Commune, Phan Thiet City,
1 1900 63 6666
REAL ESTATE CENTER Binh Thuan Province
Phone No. 1900 63 6666
HA NOI
4 PROCUREMENT DEPARTMENT
25 Ngoc Khanh, Giang Vo Ward,
1 NOVALAND GALLERY 1900 63 6666
Address Novaland Office Building, 65 Nguyen Du, Ben Nghe Ward, District 1, Ho Chi Minh City Ba Dinh District, Hanoi

Email [email protected]

Phone No. (+84) 906 353 838

The coastal economic tourism and entertainment metropolis NovaWorld Phan Thiet
(Phan Thiet, Binh Thuan)

265 NOVALAND ANNUAL REPORT 2023 266


NOVALAND GROUP
Novaland Office Building, 65 Nguyen Du, Ben Nghe Ward,
District 1, Ho Chi Minh City
1900 63 66 66
[email protected]
www.novaland.com.vn

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