IMPORTANT MILESTONES

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2 COMPANY HISTORY Established in 1990, GEMADEPT was one of the first three enterprises selected by the Government for the pilot program to transform from state owned company into Joint Stock Company. After 17 years of development, Gemadept nowadays becomes a leading company in Vietnam shipping, port operation, cargo transport and logistics IMPORTANT MILESTONES Establishment of the company under Vietnam Maritime Bureau. Transformation into a joint stock company with charter capital of VND 6.2 billion. Establishment of Phuoc Long ICD, the 1st inland port in Viet Nam. Implementation of midstream operation and container riverway transport Ranking number 2 in container handling volume nationwide. Increase of charter capital up to VND 200 billion. Listed GMD stock on the Stock Exchange. Deployment of container liner transport services. Establishment of 2 companies, 100% owned by GMD, in Singapore and Malaysia. Successful share issuance to increase charter capital up to VND 475 billion. Investment to purchase 3 ocean vessels, deployment of 4 international transport services, establishment of 3 JV companies with potential international partners. 34 Annual Report 2007 Gemadept Corporation

3 BOARD OF MANAGEMENT GEMADEPT CORPORATION Gemadept Tower, 6 Le Thanh Ton Str., Ben Nghe ward., Dist 1, HCM Tel: Fax: info@gemadept.com.vn Website: BOARD OF MANAGEMENT Chairman - Mr. DO VAN NHAN Advisor - Professor-PhD. DINH NGOC VIEN Vice Chairman - Mr. PHAM TIEN TINH Vice Chairman - Mr. CHU DUC KHANG Member - Mr. DO VAN MINH Member - Ms. NGUYEN MINH NGUYET Member - Mr. NGUYEN QUOC KHANH Member - Mr. DUONG THANH HAI Member - Mr. PHAM HONG HAI Member - Mr. VU NINH CONTROL BOARD Chief - Mr. LE NGOC QUANG Member - Mr. PHAM QUOC LONG Member - Mr. LUU TUONG GIAI Member - Ms. BUI THI THU HUONG Member - Mr. BUI HUU ANH DIRECTORS Managing Director - Mr. DO VAN MINH Deputy M.D. - Mr. CHU DUC KHANG Deputy M.D. - Mr. LE NGOC QUANG Gemadept Corporation Annual Report

4 CHAIRMAN S LETTER Dear Shareholders, In 2007 the world economy encountered bad and complicated movements: oil price increased drastically, housing slump and credit losses in U.S have spread out to many countries, Us Dollars depreciated seriously These negative movements have greatly impacted local entrepreneurs in general and our company in particular. However 2007 is the year that Gemadept had a deep and immense innovation and achieved the strongest development since the company foundation. The great success in all business fields, especially initial achievements in fleet development and port investment has brought to Gemadept the new position and potential. Thanks to the successful issuance of over 12 million shares by the end of 2006, Gemadept has got additional fund and proactive condition to develop the vessel fleet and to extend the port system along the national coastline. Just within the short period of 2007, Gemadept has joined the group of the most considerable carriers in Asean region, owning five seagoing container vessels with capacity from 500 1,300 TEUs each. The right time of investment has not only brought to Gemadept the added value of about VND 100 billion due to the high increasing price of ships in the international market, but also created important condition to develop international transport services. As of today beside domestic services Gemadept has extended its services to regional countries. The vessels bearing Gemadept trade name now have weekly calls at such biggest ports as Singapore, Hongkong and Kaoshiung, Keelung, Port Kelang In regard of port operation, the restructure of work processes has brought some active signs. In fact after the Board of Management decided to change Phuoc Long port to one member limited company, the port governance has improved and the volume has started increasing and achieved 370,000 TEUs. Furthermore other Port & Logistics projects have also got an important progress. The project of Schenker Gemadept Logistics is in active process and will be put into operation by the end of this year. In Central Vietnam, main construction items of Dung Quat International port are nearly completed and will be ready for rd operation by 3 quarter of 2008; we will also try to proceed the target of starting the first phase construction of Nhon Hoi seaport in Quy Nhon this year. In the North, Le Chan Port in Hai Phong started construction in 36 Annual Report 2007 Gemadept Corporation

5 CHAIRMAN S LETTER December 2007 and plans to complete by end of this year. In the South the most important port project - Caimep Container Port, Gemadept finalised and signed the JV contract with CMA-CGM, the 3rd world leading shipping group and now is timely preparing for construction within this year. At present this project is the biggest port project in Vietnam in terms of berth length, area, capacity with investment capital over USD 520 million. Gemadept Board of Management and Board of Director are now mobilising the most important resources for the consistent mission of being the leading company in shipping industry having port and logistics systems along the national coastline, in dynamic economic zones Despite the focus in 2007 is investment and development, the business result of the company is quite stable revenue achieved VND 1,172 billion with profit of VND billion. These figures reflect the flexibility of BOD management, the effort of staffs and are very significant. The increase ratio of 29.84% in 2007 should be remarkably considered in such a situation that shipping industry has been badly impacted by oil price which is increasing enormously at USD 520/ton, input expenses of port operation are highly increasing meanwhile stevedoring charges and transport freight are almost unchanged. The profit achieved mainly from its core business is especially meaningful for the stable development and contributes to the confidence of investors, shareholders in such a situation of quiet stock market. One year after Vietnam joining WTO, the competition in the worldwide field has direct impact on entrepreneurs. To keep on developing, Gemadept has been improving its structure in the model of holding group and promoting the HR development with the remarkable improvement of salary policy and working environment is the very difficult year for Vietnamese entrepreneurs, especially for those in shipping. In this circumstance, Gemadept has set up targets to focus on investment and development of infrastructure and vessel fleet as a foundation for its sustainable development business result can not be separated from the support of concerned authorities, Ministry of Transport, Vinamarine, Vinalines effort of Gemadept management and staffs and confidence and support of the Shareholders. The Board of Management, Board of Director would express our sincere thanks for your contribution and strongly believe that in 2008 Gemadept will keep on achieving higher success. Chairman Do Van Nhan Gemadept Corporation Annual Report

6 FINANCIAL HIGHLIGHTS REVENUE 1,102 1,212 1, REVENUE BEFORE-TAX PROFIT AFTER-TAX PROFIT OWNER S EQUITY TOTAL ASSETS PROFIT AFTER TAX Annual Report 2007 Gemadept Corporation

7 FINANCIAL HIGHLIGHTS OWNER S EQUITY 2, REVENUE Return on equity (ROE) % % % Return on assets (ROA) % % % Return on sales (ROS) 17.54% % 22,58% TOTAL ASSETS 3,286 1,393 1, Gemadept Corporation Annual Report

8 BUSINESS SCOPES PORT OPERATION AND LOGISTICS Port operation in HCMC, Binh Duong, Vung Tau, Hai Phong. JV with Schenker, MBN, LCL in logistics business. Æ CARGO TRANSPORT Container liner services, project cargo transport, multi-modal transport. Æ Æ SHIP MANAGEMENT Ship sale, purchase, chartering, operation, management; crew manning. Æ SHIPPING AGENCY JV with OOCL, Hyundai, Sinokor, ISS, general agent for MISC and partnership with over 40 International Freight Forwarders. Æ REAL ESTATE Office construction & leasing in HCMC, Ha Noi, Da Nang, Quy Nhon. Æ FINANCIAL INVESTMENT Financial investment in Potraco, Maritime bank, Vinh Hao Mineral water Co, Navibank, Vũng Tau Commercial port 40 Annual Report 2007 Gemadept Corporation

9 MAIN BUSINESS ACTIVITY IN 2007 PORT CONSTRUCTION AND OPERATION Picture: Dung Quat Port under construction PHUOC LONG ICD PORT (PIP) In the beginning of 2007, Gemadept transformed Phuoc Long ICD to one member limited company PIP. The new company has carried out series of measures to reorganise its structure and work processes. These active measures have got concrete achievement of 370,000 TEUs handling in The new governance model has proved itself effective for strong development of Gemadept. GEMADEPT DUNG QUAT INTERNATIONAL PORT Starting construction on July 15, 2006, the port has so far completed most of the main construction items and will rd tentatively begin its operation from the 3 quarter of Located right in Dung Quat Bay, Gemadept Dung Quat International Port is the gateway for dynamic economic zones of Central Vietnam. Thanks to modern equipments, berth and logistics system Dung Quat Port is quite capable to handle all kinds of cargoes and containers. GEMADEPT NHON HOI INTERNATIONAL PORT After 2 years of preparation, on December 7, 2007, the ground breaking ceremony was carried out in Binh Dinh Province. The Port is the important shipping infrastructure of Binh Dinh Province, capable to accommodate 30,000 DWT vessels with st the1 phase investment of VND 1,197 billion. Gemadept Corporation Annual Report

10 MAIN BUSINESS ACTIVITY IN 2007 PORT CONSTRUCTION AND OPERATION LE CHAN PORT In recent years Gemadept attentively aimed at investment in the North. In 2007 in parallel with the internal consolidation of Hai Phong Branch, Gemadept cooperated with partners to build Le Chan port in order to increase service quality and volume handling. Le Chan port area is 6.5 ha with 144m berth, under direct management and operation of Gemadept. In December, 2007, port construction was started and its operational projection is at the end of Meeting with Mr. Hervé Bolot, the French Ambassador GEMADEPT CAI MEP INTERNATIONAL DEEP SEA CONTAINER PORT This is the most important port project in the long-term development strategy of Gemadept. As of today this is the biggest port project in Vietnam with total investment up to USD 520 million. The Port includes 3 berths for mother vessels and 2 rd berths for feeders. In 2007, Gemadept signed a JV contract with CMA-CGM, the 3 world leading shipping group to build and operate the port. All necessary preparation is being carried out in order to start construction within PORT PARTICULAR: + Total area: 74 ha + Berth: - 3 berths for mother vessel 1.500m - 2 berths for feeder - 400m + Draft: 16m + Vessel size: 200,000 DWT + Capacity: 1.7 million TEUs/year + Total investment: USD 520 million. 42 Annual Report 2007 Gemadept Corporation

11 MAIN BUSINESS ACTIVITIES IN 2007 CONTAINER LINER SERVICES INTERNATIONAL SERVICES Container transport is one of the core businesses of Gemadept. By the end of 2007 Gemadept started the deployment of container liner services in Asia; vessels under Gemadept trade name have been present in large shipping hubs in North-East Asia, South- East Asia like Singapore, Hong Kong, Malaysia This event actually marks the new development of Gemadept in shipping industry. International And Domestic Coastal Services HCM/SINGAPORE HPH/DAD/QUI/SINGAPORE HCM/PORT KELANG HPH/KAOHSIUNG/HONGKONG HCM / BANGKOK Each Gemadept shipping service route offers 1-2 sailings/week with fixed schedule and high service quality, being the good choice for various foreign and local customers DOMESTIC SERVICES Domestic coastal service was deployed since 2003 and contributed to increase GMD revenue over VND 1,000 billion. In 2007 despite the oil price increased drastically, thanks to proper governance and establishment of GLD (Gemadept Liner Division) the transport volume achieved 61,000 TEUs, increasing 12.9% against that of Gemadept achieved leading market share in Domestic and Cambodian services with high service quality. Gemadept Corporation Annual Report

12 MAIN BUSINESS ACTIVITIES IN 2007 FLEET DEVELOPMENT Taking delivery of Stellar Pacific at Pusan on July 24, 2007 Taking delivery of Pacific Pearl & Pacific Gloria from Malaysia on August 03, 2007 At the end of 2007 Gemadept was classified remarkable carrier among others in Asean region. In fact Gemadept owned 5 ocean container vessels with capacity 500-1,300 TEUs each and 11 S1, S2 container ships. Gemadept's fleet investment at the right time not only brought to the company the added value about VND 100 billion, but also created important conditions for the extension of international services to Asian countries. Invest VND 560 billion to purchase 3 ocean container vessels. In July & August of 2007 Gemadept successfully purchased 3 ocean container vessels: Pacific Pearl, Pacific Glory and Stellar Pacific with capacity of TEUs, total investment is about VND 560 billion. Launching the biggest S1, S2 container ship in Vietnam On June 9, 2007, MV Phước Long 16 the biggest river container ship in Vietnam of Gemadept was successfully launched. MV Phước Long 16 was designed by Vietnam Maritime University with 75m length, 10m width, 3.8m draft, 1800 DWT, 2 engines of 1200 HP, 75 TEUs capacity. The ship is suitable for operation in service route of Sai Gon/Can Tho/ Phnompenh. 44 Annual Report 2007 Gemadept Corporation

13 MAIN BUSINESS ACTIVITIES IN 2007 ESTABLISHMENT OF JOINT VENTURE COMPANIES World leading carriers, forwarders and logistics providers have been in Vietnam since the 1990's. The cooperation during that time was agency nomination. The fact that Vietnam joining WTO, opening its shipping market created the tendency of agency termination so as to establish owned company. Anticipating that market trend, Gemadept actively negotiated with partners and established the JV Companies in 2007: Joint Venture with Huyndai Merchant Marine (HMM) On July 27, HMM and Gemadept officially launched the new joint venture in shipping services. Gemadept share is 49% and partner's is 51%. In 2007 lifting performance of the JVC was 6,000 TEUs/month. Joint Venture with Schenker Logistics (Germany) Logistics is one of the most important businesses that Gemadept attentively focuses to develop. After nearly 2 years of preparation, Schenker-Gemadept Logistics Vietnam Company limited was established with total investment of USD 5.5 million. 3 months after the foundation, on October 19, 2007, the company started construction of a world class logistics center on the area of 15,000 m2 at Song Than IZ 1, Di An Dist, Binh Duong province. On the basis of Logistics technology of Schenker - the word 2nd largest Logistics provider - and 17 year experience of Gemadept in shipping & logistics, the JV Company will offer the top quality logistics services to its giant customers. Joint Venture with the world leading shipping agency group Inchcape Shipping Services ISS (UK) In November, 2007, ISS with agency network of more than 200 offices worldwide signed the JV contract with Gemadept to establish ISS-Gemadept Company Ltd. The company will satisfy every customer's requirement, especially will provide international standard agency services to crude tankers of BP, Exxon Mobil, cruise ships, navy ships, conventional ships calling Vietnamese ports. The 1st crude tanker of Exxon Mobil calling at Vung Tau offshore in Feb 2008 handled by ISS-Gemadept marked the new development level of Gemadept in shipping agency business. Gemadept Corporation Annual Report

14 MAIN BUSINESS ACTIVITIES IN 2007 REAL ESTATE In line with the business diversification, Gemadept selected the real estate investment with market segment of office building and apartment at Central Business District location to ensure high and stable effectiveness. In 2006, Gemadept started the construction of class A office building on Le Thanh Ton St, Dist 1, named Gemadept Tower. The building was completed and came on stream in May, By the end of 2008, Gemadept will start the construction of Le Loi Plaza a 45 stories complex of 5 star hotel, office, high class apartment and commercial centre on the ground area 5,600m2 at the corner of Le Loi & Nam Ky Khoi Nghia streets. OFFICE FOR LEASE Gemadept Tower 6 Le Thanh Ton, district 1, HCMC Available for occupation in May 2008 Total area: 16,000 m2 20 floors and 2 basements for car parking Rectangular, column free floor plate 5 Schindler high-speed intelligent elevators International standard facilities International management Architecture: DCM STUDIOS CBD location Gemadept Tel : (84-8) Ext: 263 Mobile: Ms. Thao Mobile: Ms. Chang Mobile: Mrs. Tinh 46 Annual Report 2007 Gemadept Corporation

15 MAIN BUSINESS ACTIVITIES IN 2007 HUMAN RESOURCE DEVELOPMENT HR development is one of the key factors to ensure the success of Gemadept. In 2007 the company promoted and assigned more than 30 key staffs. After some time in new assignments those key staffs have proved their firm capability and become qualified work force for fast development of Gemadept. GEMADEPT SCHOLARSHIP PROGRAM In order to meet the HR requirement for the next coming projects, in 2007 Gemadept performed the Road show to introduce the scholarship and training program in to the University of Transport, Foreign Trade University, University of Economics. The program has drawn the attention of thousands of 3rd-4th year students PROGRAM CONTENT : Ÿ Ÿ Students apply for program participation Receiving students' application Ÿ Reviewing, selecting the most outstanding students rd th Ÿ 3-4 year students receive scholarship of VND 1,000,000 /month. Ÿ Selected students join the training program of Gemadept as well as practice in the company. Ÿ Candidates with outstanding graduation result will be interviewed for official recruitment. Gemadept Corporation Annual Report

16 TARGET & DEVELOPMENT PLAN IN 2008 On Mar 27, 2008, Gemadept carried out the meeting of 2008 business plan deployment on the topic: OVERCOME CHALLENGE - SUSTAINABLE DEVELOPMENT 2008 is forecasted as the difficult year for Vietnamese companies, especially for those in shipping. Oil price is increasing the most highly in history, inflation ratio is high, charter hire of ships is at high level, export volume is decreasing, increasing input expenses and salary are the factors having direct impact on business activity of Gemadept in Management & staff of Gemadept consider them as challenge to overcome without fail. Target to be achieved in 2008 is to carry out necessary steps in the long-term strategy and fulfil the revenue and profit target approved by the General Meeting of Shareholder business plan will focus the attention to breaking through in core businesses as transport, port operation & logistics as well as to promoting the projects of business diversification. The key points are: 1. Start the construction of 2 ports in Cai Mep area. 2. Complete construction and operate of Dung Quat port and Le Chan port. 3. Complete construction and operate Gemadept Tower. 4. Extend international and domestic container liner transport. 5. Invest in vessel and container fleet: purchase 2-3 sea-going container ships, build S1, S2 container ships. 6. Speed up the preparation to start construction of air cargo terminal. 7. Contribute to establish new companies in logistics, sea transport, inland transport, air transport. 8. Develop HR and training program. 9. Deploy Oracle accounting software. 48 Annual Report 2007 Gemadept Corporation

17 TARGET & DEVELOPMENT PLAN IN 2008 DEVELOPMENT STRATEGY Develop core business Develop sea port network, logistics and shipping services along the national coastline, in main economic zones Develop continental class ocean shipping company bearing Gemadept trade name. Extend key transport activities: Air freight, Logistics, OOG cargo transport Diversify businesses Develop modern complex buildings in National and overseas economic centers. Develop industrial parks in main economic zones. Financial activities. EQUIPMENT INVESTMENT: For Phuoc Long ICD port: PPM super stacker, top lifters, forklifts, heavy trucks, river ships For Gemadept Hai Phong: PPM super stacker, top lifters, forklifts, trucks Purchase additional container boxes including special containers and reefer container. Gemadept Corporation Annual Report

18 GEMADEPT CORPORATION

19 REPORT OF THE DIRECTORS The Directors of Gemadept Corporation present the audited consolidated financial statements, including the financial statements of Gemadept Corporation, its subsidiaries, and associates (herein referred to as the Group ) for the fiscal year ended 31 December Business highlights Gemadept Corporation was established in line with the Decision No QĐ/TCCB-LĐ dated 24 July 1993 of the Minister of Transport. The company has been operating in accordance with: - The business registration certificate No dated 01 November 1993 granted by the Service of Planning and Investment of Ho Chi Minh City. - The company's Charter approved by the Ministry of Transport in the Decision No. 2047QD/TCCB-LD dated 18 October 1993 as well as other amended charters. In the year 2007, the company has been approved the issues related to the increase of its prescribed capital up to VND and the addition of its activities of investment, construction, fuel and oil trading and mineral exploitation by the Service of Planning and Investment. Main operations of the company: - To invest, to build and to operate sea port, river port, air cargo terminal. To perform all kinds of stevedoring services. - To offer multi-modal transport services, to transport passengers and all kinds of cargo including containers, out of gauge cargo by sea, air, river way and inland trucking. - To provide Logistics services; to build, to operate, and to trade all kinds of warehouses, container yard, and depot; to provide customs brokerage. - To provide shipping agency services, container liner agency services, freight forwarding services, ship's chandler and other related shipping services. - To sell, purchase, manage, operate, repair, newly build and charter all types of ocean vessels, river ships, containers, cranes, forklifts and other equipments, materials, spare par ts for transportation, port operation and logistics. - To manage and man crew members. - To undertake direct import and export. To act as petrol trading agency. To exploit mineral. - To invest, construct, manage, trade and operate real estate, office buildings, hotels, resorts, apartments, residential area, trading center and industrial park. - To undertake financial investment; to trade stocks; to make financial contribution to banks, securities companies, fund management companies and to involve in other financial activities. - To undertake other business activities which are decided by Board of Management in each time period. Prescribed capital VND Number of shares shares Face value VND/share Head office Address : 15th Floor, No. 35 Nguyen Hue Street, District 1, Ho Chi Minh City, Vietnam Tel. : (848) Fax : (848) info@gemadept.com.vn Tax code : Gemadept Corporation Annual Report

20 (Cont.) REPORT OF THE DIRECTORS AFFILIATES WHICH CANNOT DO THE ACCOUNTING WORKS INDEPENDENTLY Affiliates Hanoi branch Quang Ninh branch Hai Phong branch Da Nang branch Quy Nhơn branch Can Tho branch Branch of Gemadept in Cambodia Address 108 Lo Duc, Hanoi City 46 Pham Ngu Lao, Ha Long City 282 Da Nang, Ngo Quyen District, Hai Phong City 39 Quang Trung, Da Nang City 133 Le Loi, Quy Nhon City 19 Le Hong Phong, Can Tho City 115, Street No. 556, Sangkat Boeung kok II, Khan Toul Kok, Phnom Penh, Cambodia. SUBSIDIARIES Subsidiaries Address Main operations Rate of Note ownership GEMADEPT SINGAPORE LTD. 70 Shenton way # 08 03/04 Marina house, Singapore. Shipping agencies, ship operation, proceeding marketing for services of Gemadept in Singapore, mobilizing capital for the projects of maritime infrastructure, introducing and inviting foreign investment in the projects of shipping, industrial zones, infrastructure of transportation in Vietnam 100% GEMADEPT MALAYSIA LTD , 3rd floor, Persiaran Raja, Muda Musa, 4200 Port Klang, Selangor Darul Ehsan, Malaysia. Shipping agencies, proceeding marketing for services of Gemadept in Malaysia, mobilizing capital for the projects of maritime infrastructure, introducing and inviting foreign investment in the projects of shipping, industrial zones, infrastructure of transportation in Vietnam 100% V.N.M GENERAL TRANSPORTATION SERVICE CO., LTD. 15th floor, Habour View Tower, No. 35 Nguyen Hue, District 1, Ho Chi Minh City, Vietnam. Container yard and depot operation, shipping brokerage, forwarding, stevedoring, agency, chartering/purchasing of ship, container, marine machine and equipment, construction of port, container yard, civil and indusrial works. 100% GEMADEPT DUNG QUAT INTERNATIONAL PORT 56 Hung Vuong Avenue, Quang Ngai City, Vietnam Port construction, management, and operation. 55% Under the operation development period PHUOC LONG PORT 15th floor, Habour View Tower, No. 35 Nguyen Hue, District 1, Ho Chi Minh City, Vietnam. Multi-modal transport, yard operation, shipping agency and brokerage, forwarding, stevedoring, ship container marine machinery equipment leasing and purchasing, port, yard investment, construction and operation, building and repairing means of waterway and sea transportation. 100% 52 Annual Report 2007 Gemadept Corporation

21 REPORT OF THE DIRECTORS (Cont.) SUBSIDIARIES Subsidiaries Address Main operations Rate of Note ownership SINOKOR VIETNAM CO., LTD. 15th floor, Habour View Tower, No. 35 Nguyen Hue, District 1, Ho Chi Minh City, Vietnam. Providing shipping agency services and other services such as warehousing, forwarding, inland transportation, etc. 51% GEMADEPT NHON HOI INTERNATIONAL PORT CORP 98 Pham Hung, Ly Thuong Kiet Ward, Quy Nhon City, Binh Dinh Province. Port investment and operation, multi-modal transport, sea and air agency and brokerage, construction of civil and industrial works. Not yet come into operations ASSOCIATES Associates Address Main operations Rate of Note ownership MBN-GMD VIETNAM CO., LTD. 9th floor, Habour View Tower, No. 35 Nguyen Hue, District 1, Ho Chi Minh City, Vietnam. Warehousing service for traders of coffee and agri-product in the form of del-credere warehouse 34 % VUNG TAU COMMERCIAL PORT JOINT STOCK COMPANY No. 973, 30 April Street, Ward 11, Vung Tau City, Ba Ria Vung Tau Province,Vietnam. General business, warehousing, bonded warehouse, customs brokerage, leveling and building, rock and sand mining, beverage producing, aquaculture, real estate brokerage. 26,78% VINH HAO MINERAL WATER JOINT STOCK COMPANY No. 72, 19 April Street, Xuan An Ward, Binh Thuan Province, Vietnam Producing and trading mineral water 32,98% GOLDEN GLOBE TRADING COMPANY No. 117 Le Loi, District 1, Ho Chi Minh City, Vietnam. Trading houses, offices. Organizing seminars, conference, trading office equipment, computer, spare parts, stationeries, personal belongings, and household appliances. Cargo and passenger transport by cars, ships 45% Not yet come into operations NAM HAI PORT JOINT STOCK COMPANY Alley 201,May Chai Ward, Ngo Quyen Street, Ngo Quyen District, Hai Phong City, Vietnam. Port construction, management and operation. 30% In the project developmen t progress. Gemadept Corporation Annual Report

22 (Cont.) REPORT OF THE DIRECTORS ASSOCIATES Associates Address Main operations Rate of Note ownership MINH DAM TOURIST JOINT STOCK COMPANY No. 305, Hai Son Hamlet, Long Thanh Town, Long Dat District,Ba Ria Province POTRACO 231 Ngo Quyen, May Chai Ward, Ngo Quyen Street, Ngo Quyen District, Hai Phong City, Vietnam. SCHENKER GEMADEPT LOGISTICS VIETNAM Lot J2, Road No. 8, Song Than 1 Industrial Park, Di An District, Binh Duong Province, Vietnam HUYNDAI MERCHANT MARINE VIETNAM No. 2A-4A Ton Duc Thang Street, District 1, Ho Chi Minh City, Vietnam. Providing tourist, catering and transporting passenger services; trading garments and jewelry. Project cargo transport, warehousing, riverway and inland transport. Mechanic and equipment processing, civil and industrial electricity, trading and building civil and industrial works and electric works of 10kV Warehousing and cargo storing, customs clearance, direct assistance service for riverway transport. Providing service of shipping transport including domestics one transported by Vietnam flag vessel and multi-modal services. 40% 49% 49% 49% FINANCIAL POSITION AND BUSINESS RESULTS The consolidated financial position as of 31 December 2007, the consolidated business results for the fiscal year then ended of the Group have been expressed in the consolidated financial statements attached to this report (from page --- to page ----). SUBSEQUENT EVENTS After the balance sheet date, the market prices of some securities have decreased in comparison with those as at the time the company made provision for devaluation of securities on 28 December Apart from the said event, the Directors of the company hereby confirm that there have been no events from 31 December 2007 to the date of this report, which need any adjustments on the figures or the disclosures in the consolidated financial statements. 54 Annual Report 2007 Gemadept Corporation

23 REPORT OF THE DIRECTORS (Cont.) THE BOARD OF MANAGEMENT AND THE EXECUTIVE OFFICERS The Board members and the Executive Officers of the corporation during the year and as of the date of this report include: The Board of Management Full names Position Appointing date Resigning date Mr. Do Van Nhan Chairman January Mr. Pham Tien Tinh Vice Chairman January Mr. Do Van Minh Member January Mr. Nguyen Quoc Khanh Member January Mr. Pham Hong Hai Member January Mr. Chu Duc Khang Member January Mr. Duong Thanh Hai Member January Mr. Vu Ninh Member January Ms. Nguyen Minh Nguyet Member January The Control Board Full names Position Appointing date Resigning date Mr. Tran Van Thuy Chief of the Board January 2003 May 2007 Ms. Hoang Tuyet Mai Member January 2003 May 2007 Mr. Bui Huu Anh Member January Mr. Le Ngoc Quang Member January Mr. Luu Tuong Giai Member January Mr. Pham Quoc Long Member May Ms. Bui Thi Thu Huong Member May 2007 The Executive Officers Full names Position Appointing date Resigning date Mr. Pham Tien Tinh General Director January 2003 April 2007 Mr. Do Van Minh General Director April Ms. Nguyen Minh Nguyet Accountant - in - charge January Gemadept Corporation Annual Report

24 (Cont.) REPORT OF THE DIRECTORS Auditors Auditing and Consulting Co., Ltd. (A&C) has performed the audit on the company's consolidated financial statements for the fiscal year ended 31 December 2007 and has expressed its willingness to be appointed the Group s external auditor in the coming year. CONFIRMATIONS OF THE DIRECTORS The Directors of the company are responsible for the preparation of the consolidated financial statements to give a true and fair view of the financial position, the business results and the cash flows for each of the Group's fiscal year. In order to prepare these consolidated financial statements, the Directors must: Ensure to adequately and truly provide the financial information of the Group. Select appropriate accounting policies and apply them consistently; Make judgments and estimates prudently; Announce the accounting standards to be followed for the material issues to be disclosed and explained in the consolidated financial statements; and Prepare the consolidated financial statements of the Group on the basis of the going-concern assumption, except for the cases that the going-concern assumption is considered inappropriate. The Directors hereby ensure that all the requirements mentioned above have been followed when the consolidated financial statements are prepared, that all the accounting books of the Group have been fully recorded and can fairly reflect the financial position of the Group at any time, and that all the consolidated financial statements have been prepared in compliance with the prevailing Vietnamese accounting standards and system. The Directors of the company are also responsible to protect the assets of the Group, and consequently have proceeded appropriate measures to prevent and to detect frauds and other irregularities. We, the Directors of the company, confirm that all the accompanying consolidated financial statements have been properly prepared and have given a true and fair view of the financial position as of 31 December 2007, the business results and cash flows for the fiscal year then ended of the Group in compliance with the prevailing Vietnamese accounting standards and system as well as other related regulations. For and on behalf of the Directors Do Van Minh General Director Date: 31 March Annual Report 2007 Gemadept Corporation

25 AUDITOR S REPORT No. /2008/BCTC-KTTV AUDITOR'S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED 2007 OF GEMADEPT CORPORATION THE SHAREHOLDERS, THE BOARD OF MANAGEMENT AND THE DIRECTORS We have audited the accompanying consolidated financial statements for the year ended 2007 of Gemadept Corporation as well as its subsidiaries and associates ( the Group ) including the consolidated balance sheet as of 31 December 2007, the consolidated income statement, and the notes to the consolidated financial statements for the fiscal year then ended, which were prepared on 31 March 2008 (from page to page ). The preparation and the presentation of these consolidated financial statements are the responsibility of the management of Gemadept Corporation. Our responsibility is to express an opinion on these financial statements based on our audit. AUDIT'S BACKGROUND Our audit is conducted in accordance with the Vietnamese Auditing Standards. These standards require that we plan and perform the audit procedures to obtain a reasonable assurance that the consolidated financial statements are free from material mistakes. The audit is developed on the basis of our performing the sampling method as well as applying the necessary examinations and tests of evidences supporting the amounts and the disclosures in the consolidated financial statements. The audit also includes our assessing the compliance with the prevailing accounting standards and system, the accounting principles and methods applied, the material estimates and judgments of the management as well as our evaluating the overall presentation of the consolidated financial statements. We believe that our audit has provided reasonable bases for our opinion. AUDITOR'S OPINION In our opinion, the consolidated financial statements referred to above give a true and fair view, in all material respects, of the financial position as of 31 December 2007, the business results and the cash flows for the fiscal year then ended of the Group in conformity with the prevailing Vietnamese accounting standards and system as well as other related regulations. Without qualifying our opinion above, we would like to draw the attention of readers of this report to Note V.3 of the Notes to the Consolidated Financial Statements, i.e. in order to ensure the prudence basis, the company has made an additional provision of VND for the devaluation of some securities sold in the first quarter of 2008, which has been already included into the expenses during the year. For and on behalf of Auditing and Consulting Company Limited (A&C) BUI VAN KHA Deputy General Director Audit Certificate No. Đ.0085/KTV Ho Chi Minh City,..March 2008 Gemadept Corporation DO THI MAI LOAN - Auditor Audit Certificate No. Đ 090/KTV Annual Report

26 CONSOLIDATED FINANCIAL STATEMENTS For the fiscal year ended 31 December 2007 CONSOLIDATED BALANCE SHEET As of 31 December 2007 Unit: VND ASSETS Code Note Ending Beginning balance balance A - CURRENT ASSETS I. Cash and cash equivalents Cash 111 V Cash equivalents II. Short-term investments Short-term investments 121 V Provisions for devaluation of short-term investments in securities 129 V.3 ( ) ( ) III. Accounts receivable Receivable from customers 131 V Prepayments to suppliers 132 V Short-term inter-company receivable Receivable according to the progress of construction contracts Other receivable 138 V Provisions for bad debts 139 V.7 ( ) ( ) IV. Inventories Inventories 141 V Provisions for devaluation of inventories V. Other current assets Short-term prepaid expenses 151 V VAT to be deducted Taxes and other accounts receivable from the State 154 V Other current assets 158 V Annual Report 2007 Gemadept Corporation

27 CONSOLIDATED FINANCIAL STATEMENTS (Cont.) Unit: VND ASSETS Code Note Ending Beginning balance balance B - LONG-TERM ASSETS I. Long-term accounts receivable Long-term accounts receivable from customers Long-term inter-company receivable Other long-term receivable Provisions for bad debts II. Fixed assets Tangible assets 221 V Historical costs Accumulated depreciation 223 ( ) ( ) 2. Financial leasehold assets 224 V Historical costs Accumulated depreciation 226 ( ) ( ) 3. Intangible assets 227 V Initial costs Accumulated amortization 229 ( ) ( ) 4. Construction-in-progress 230 V III. Investment property Historical costs Accumulated depreciation IV. Long-term investments Investments in affiliates 251 V Investments in business concerns and joint ventures 252 V Other long-term investments 258 V Provisions for devaluation of long-term investments in securities 259 V.19 ( ) - V. Goodwill VI. Other long-term assets Long-term prepaid expenses 271 V Deferred income tax assets 272 V Other long-term assets 278 V TOTAL ASSETS Gemadept Corporation Annual Report

28 (Cont.) CONSOLIDATED FINANCIAL STATEMENTS Unit: VND LIABILITIES AND OWNER'S EQUITY Code Note Ending Beginning balance balance A - LIABILITIES I. Current liabilities Short-term debts and loans 311 V Payable to suppliers 312 V Advances from customers 313 V Taxes and other obligations to the State Budget 314 V Payable to employees 315 V Accrued expenses 316 V Inter-company payable Payable according to the progress of construction contracts Other short-term payable 319 V Provisions for short-term accounts payable V II. Long-term liabilities Long-term accounts payable to suppliers Long-term inter-company payable Other long-term payable Long-term debts and loans 324 V Deferred income tax payable Provisions for unemployment allowances Provisions for long-term accounts payable B - OWNER'S EQUITY I. Owner's equity Capital 411 V Share premiums 412 V Other sources of capital 413 V Treasury stocks 413 V Differences on asset revaluation Foreign exchange differences 415 V Business promotion fund Financial reserved fund 417 V Other funds 418 V Retained earnings 419 V Construction investment fund Annual Report 2007 Gemadept Corporation

29 CONSOLIDATED FINANCIAL STATEMENTS (Cont.) Unit: VND LIABILITIES AND OWNER'S EQUITY Code Note Ending Beginning balance balance II. Other sources and funds Bonus and welfare funds 421 V Sources of expenditure Fund to form fixed assets C - INTEREST OF MINORITY SHAREHOLDERS 500 V TOTAL LIABILITIES AND OWNER'S EQUITY OFF-CONSOLIDATED BALANCE SHEET ITEMS ITEMS Note Ending Beginning balance balance 1. Leasehold assets Materials and goods kept or processed for others Goods deposited by others Bad debts already treated Foreign currencies: USD , ,18 EUR , ,68 SGD , ,00 MYR , ,00 Riel Estimates for non-business and project expenditure - - Ho Chi Minh City, 31 March 2008 Truong Nhu Nguyen Nguyen Minh Nguyet Do Van Minh Preparer Accountant-in-charge General Director Gemadept Corporation Annual Report

30 CONSOLIDATED FINANCIAL STATEMENTS For the fiscal year ended 31 December 2007 CONSOLIDATED INCOME STATEMENT Year ended 2007 Unit: VND ITEMS Code Note Current Previous year year 1. Sales 01 VI Deductions 03 VI Net sales 10 VI Costs of goods sold 11 VI Gross profit Financial income 21 VI Financial expenses 22 VI In which: Loan interest expenses Selling expenses Administrative overheads 25 VI Net operating profit Other income 31 VI Other expenses 32 VI Other profit/ (loss) ( ) 14. Profit from business concerns and joint ventures Total accounting profit before tax Current corporate income tax 61 VI Deferred corporate income tax ( ) ( ) 18. Profit after tax Interest of minority shareholders Profit after tax of parent company's shareholders Earning per share VI Ho Chi Minh City, 31 March 2008 Truong Nhu Nguyen Nguyen Minh Nguyet Do Van Minh Preparer Accountant-in-charge General Director 62 Annual Report 2007 Gemadept Corporation

31 CONSOLIDATED FINANCIAL STATEMENTS For the fiscal year ended 31 December 2007 CONSOLIDATED CASH FLOW STATEMENT (Indirect method) Unit: VND ITEMS Code Note Current Previous year year I. CASH FLOWS FROM OPERATING ACTIVITIES 1. Profit before tax Adjustments - Depreciation of fixed assets 02 V.11, 12, Provisions Gain/ (loss) from foreign exchange differences 04 ( ) Gain/ (loss) from investing activities 05 ( ) ( ) - Loan interest expenses Operating profit before changes of working capital Increase/ (decrease) of accounts receivable 09 ( ) ( ) - Increase/ (decrease) of inventories 10 ( ) ( ) - Increase/ (decrease) of accounts payable Increase/ (decrease) of prepaid expenses 12 ( ) Loan interest already paid 13 ( ) ( ) - Corporate income tax already paid 14 ( ) ( ) - Other gains Other disbursements 16 ( ) ( ) Net cash flows from operating activities 20 ( ) II. CASH FLOWS FROM INVESTING ACTIVITIES 1. Purchases and construction of fixed assets and other long-term assets 21 ( ) ( ) 2. Gains from disposal, liquidation of fixed assets and other long-term assets Loan given and purchases of debt instruments of other entities 23 ( ) 4. Recovery of loans given and disposals of debt instruments of other entities Investment into other entities 25 ( ) ( ) 6. Withdrawals of investments in other entities Receipts of loan interests, dividends and profit shared Net cash flows from investing activities 30 ( ) ( ) Gemadept Corporation Annual Report

32 (Cont.) CONSOLIDATED FINANCIAL STATEMENTS Unit: VND ITEMS Code Note Current Previous year year III. CASH FLOWS FROM FINANCING ACTIVITIES 1. Gains from stock issuance and capital contributions from shareholders Repayment for capital contributions and re-purchases of stocks already issued Short-term and long-term loans received Loan principal amounts repaid 34 ( ) ( ) 5. Payments for financial leasehold assets 35 ( ) - 6. Dividends and profit already paid to the owners 36 ( ) ( ) 7. Dividends and profit already paid to minority shareholders ( ) - Net cash flows from financing activities Net cash flows during the year ( ) Beginning cash and cash equivalents 60 V Effects of fluctuation in foreign exchange rates 61 ( ) Ending cash and cash equivalents 70 V Ho Chi Minh City, 31 March 2008 Truong Nhu Nguyen Nguyen Minh Nguyet Do Van Minh Preparer Accountant-in-charge General Director 64 Annual Report 2007 Gemadept Corporation

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