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.  

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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