1.1. About Vietnam Equity Holding (VEH)

Vietnam Equity Holding (“VEH” or the “Company”) is a newly incorporated Cayman Islands exempted company created to engage in equity investment in Vietnam. The Company will have a capital structure comprising a single class of Shares.

The Company will be managed by Saigon Asset Management (“SAM” or the “Investment Manager”), an exempted company incorporated under the laws of the Cayman Islands.  Hanoi Fund Management Joint Stock Company (“HFM” or the “Sub Investment Manager”), a joint stock company incorporated in Vietnam that operate an asset management company from its headquarters in Hanoi, serves as the Sub Investment Manager to SAM.  Specifically, HFM, pursuant to an Investment Advisory Agreement with SAM, will provide SAM with investment management services.  HFM is one of the few asset management companies in Vietnam that has been granted a domestic asset management license.  By having this license, HFM is authorized to sponsor and manage a local investment fund which, under certain circumstances, may make investments in Vietnam without foreign ownership limitations and restrictions.  The Company intends to enter into a contribution agreement with HFM which will allow the Company to become an investor into the local investment fund.

The Investment Manager’s investment team draws on the talents of international and domestically-trained professionals from top fund management companies in Vietnam, complemented by a seasoned board of directors consisting of Vietnamese senior executives with deep-rooted local knowledge and relationships. Corporate governance and the value creation process are enhanced by international advisors with demonstrated corporate influence regionally and globally.

1.2. Investment Objectives

The objective of the Company is to seek capital appreciation of its assets by making equity investments in companies with significant exposure to Vietnam.  Specifically, the Company intends to invest in equity securities of SOEs, private companies, over-the-counter (“OTC”) companies, and Listed Companies and in debt securities. The Company intends to invest in a diversified and balanced portfolio that would achieve above average returns at an acceptable level of risk, give rise to long-term and short-term returns, and be capable of yielding recurrent earnings and/or capital gains.

1.3. Competitive Strengths and Differentiations

The investment management business is fairly new in Vietnam.  With the exception of a few large funds, most Vietnam-centric investment funds currently in existence were established less than five years ago. During the past two years, the number of investment funds in Vietnam has increased significantly due to Vietnam’s economic potentials and a strong demand by global investors to enter this market. Competition is fierce and the field is currently controlled mostly by foreign funds.  As such, new investment firms being created need to differentiate themselves in order to be competitive. Within that context, the Investment Manager was created to take advantage of the synergy of three distinctive groups:

     (i) Members of the Investment Manager with on-the-ground and international track record.  Members of the Investment Manager came from top investment funds in Vietnam, have a long-term interest in the country, possess a thorough understanding of the Vietnamese culture, and are fluent in English and Vietnamese.  The team’s economic interest is equitably distributed so as to properly align its interest with that of the Company.

     (ii) Members of the Investment Advisor, consisting of international and local business senior executives, have extensive local business experience and established industry and governmental contacts which should provide unparalleled deal flow sourcing capabilities.  

     (iii) International Partners and executives seeking collaboration with Vietnam’s top local investors and industry leaders.  This group will provide rigorous corporate governance and assistance with cross-border business transactions as well as enhancement of the value creation process of portfolio companies. Consequently, this should encourage Vietnamese enterprises to seek to work with the Investment Manager on the basis that it can provide them with strategic partnerships and capital to penetrate new markets, improve management capabilities, and enhance operational and financial results.

The Company believes it can deliver value creation to Shareholders through the following competitive advantages which are highly differentiated from most investment funds in Vietnam:

     ♦ Domestic Asset Management License

The domestic asset management license is a key differentiator and serves as a major competitive advantage over most investment funds in Vietnam. Currently, most investment funds in Vietnam are foreign funds which can only invest a maximum of 30% to 49% in a Vietnamese company, depending on asset class and industry. In addition, foreign funds are restricted and/or prohibited in making investments into specific industries such as financial services, telecommunications, energy, tourism, media, and education. HFM, the Sub Investment Manager to SAM, is one of the few domestic licensed asset management companies in Vietnam, which allows it to sponsor and manage a local investment fund that, under certain circumstances, will not be subject to foreign ownership limitations.  In that event, the local investment fund may be able to make investments into otherwise restricted and prohibited key industries in Vietnam.

In addition, this domestic license provides the local investment fund with leverage when it comes to an entrance-point into Vietnamese companies who are not familiar with foreign investment funds. The domestic asset management license also allows the local investment fund to bid for target companies as a local and/or foreign strategic investor, which allows it greater maneuverability and options regarding auction prices, volume and availability of shares. Therefore, having the domestic asset management license allows the Company, through the local investment fund, to access and penetrate deals with far greater results than their competitors. 

     ♦ Access to Proprietary Deal Flow

We draw from a deep-rooted and broad network provided by the members of the Sub Investment Manager, all of whom have had extensive industry experience in Vietnam. They arrive from a wide spectrum of industries, including banks, energy and telecommunications, holding various infrastructure and economic advisory roles. All members of the Sub Investment Manager have held top positions at leading Vietnamese and foreign-invested companies in Vietnam. All key members of the Investment Manager and the Sub Investment Manager have held top positions at leading institutions, government ministries, and investment funds in Vietnam and will play key roles in accessing proprietary deal flow. 

     ♦ Locally Immersed Team

The formation of an investment team with a combination of local and international track record is extremely difficult in Vietnam. Unlike matured economies, the investment management business is fairly new in Vietnam. Most investment funds have a significant shortage of talents. However, overseas Vietnamese are slowly migrating back to Vietnam to fill the shortage of such talents in the country, but very few are in the investment field as compared to their Indian and Chinese counterparts. In addition, very few investment managers in Vietnam have operating experience so as to clearly understand the day-to-day operations of portfolio companies and to provide them with value-added expertise. Compounding this with the language barrier, as Vietnamese is still the dominant language used, most foreign fund managers who are not fluent in Vietnamese often run into problems with sourcing deals, direct negotiations with senior management of target companies, and harmonizing with Vietnamese board members.

Members of the Investment Manager and members of the Sub Investment Manager are highly differentiated from those of their competitors as follows:

      · The members have achieved investment track records domestically from top investment funds in Vietnam and internationally from both large and small financial institutions.

      · The members speak fluent Vietnamese and English, understand the Vietnamese culture and history, and are mostly Vietnamese nationals or overseas Vietnamese with long-term commitment to the country.

      · The members have extensive on-the-ground experience, full comprehension of market behavior, and established long-term relationships with industry leaders, decision makers, domain experts, and government ministries of Vietnam.

     ♦ Distributed Ownership among Team Members

Most investment funds in Vietnam do not have an equity sharing plan with its core team members.  Although this behavior is slowly changing, the majority of funds in Vietnam are usually controlled by one or two key management members.  To preserve the long-term interest of its management members and employees, the Investment Manager’s equity is shared among management members and employees. This distributed ownership creates added incentives for performance-driven results and loyalty to firm, thus making this unique structure as one of the first true partnerships within an asset management company in Vietnam. It is rare and fair, providing the Investment Manager with cohesion and synergy unparalleled to existing investment management companies.  

     ♦ Commitment by Principals

The Investment Manager believes in the potential of the Company and is committed to Vietnam.  Accordingly, the Investment Manager has committed to invest a minimum of €3.68 million in assets in the Company, subject to Investment Committee’s approval and valuation by an independent third-party. This commitment should help to anchor the credibility of the Company and provides intangible yet important benefits, including confidence in the Investment Manager’s ability to deliver performance results and a high level of trust among key members of the Investment Manager.

In addition, subject to the SAM Board’s approval, the Investment Manager intends to donate a minimum of 2% of its Performance Fee to establish a charitable fund to support various important constituents in Vietnam, such as Agent Orange victims, orphans, and the poor and disadvantaged in Vietnam.

     ♦ Partnership with Active Shareholders

The Company intends to attract active Shareholders to enhance value creation of its investment process.  Most companies in Vietnam currently seek strategic or value-added investors who can assist in management, best practices, sales and marketing, foreign market expansion, and introduction to customers, partners, and investors. Although members of the Investment Manager and the Board have extensive industry and operating experience, the Company will seek active Shareholders who have a strategic interest in Vietnam and will work alongside the Company to create intrinsic value in promising Vietnamese enterprises.

For more information, please contact our Investor Relations Department at This e-mail address is being protected from spam bots, you need JavaScript enabled to view it

Fund Structure	• Closed-end
VEH Security Information	• Reuters /3MS.DE   • Bloomberg 3MS GR   • ISIN  KYG936251043   • German Securities Code A0M12V
Life of Fund	• Vote every 5 years to continue fund
Investment Range	• $2M - $10M   • Not to exceed 20% of NAV in one single investment
Management Team's Contribution	• $5M, subject to Investment Committee's approval and 3rd party valuation
Investment Manager	• Saigon Asset Management ("SAM"), Cayman Islands
Sub Investment Manager	• Hanoi Fund Management Joint Stock Company (HFM), Vietnam
Fees	• 2% management fee   • 20% incentive fee of total increase of NAV over hurdle rate of 8% with high watermark and catch up
Tax Advisor	• PricewaterhouseCoopers
Auditor	• Grant Thornton
Custodian/ Administration	• Deutsche Bank
Legal Advisors	• Baker McKenzie, Vietnam   • DC Law, Vietnam   • Reed Smith, USA, Germany   • Appleby, Cayman Islands