Important Notice on Electronic Transmission

IMPORTANT NOTICE ON ELECTRONIC TRANSMISSION

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT: You must read the following before continuing. The following applies to the Preliminary Offering Circular following this page, so far as you have received it via electronic transmission and you are therefore advised to read this carefully before reading, accessing or making any other use of the preliminary offering circular. In accessing the preliminary offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING PRELIMINARY OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your Representation: In order to be eligible to view this Preliminary Offering Circular or make an investment decision with respect to the Bonds, investors must not be a U.S. person (within the meaning of Regulation S under the Securities Act) nor acting on behalf or for the account of a U.S. person. This Preliminary Offering Circular is being sent at your request and by accepting the e-mail and accessing this Preliminary Offering Circular, you shall be deemed to have represented to us that (1) you and any customers you represent are not a U.S. person and that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S. and (2) you consent to the delivery of such Preliminary Offering Circular by electronic transmission.

You are reminded that this Preliminary Offering Circular has been delivered to you on the basis that you are a person into whose possession this Preliminary Offering Circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Preliminary Offering Circular to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction.

If this Preliminary Offering Circular has been sent to you in or via an electronic form, you are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Timex nor the Lead Arranger nor any person who controls them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Preliminary Offering Circular distributed to you in electronic format and any hard copy version that may be sent to you or that is available to you on request from the Lead Arranger.

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obligations of the Issuer. anyone to buy thes changed. The Bonds will bear interest at % per year. Interest on the Bonds will be paid annually in e om

y b arrears on in each year, the first payment of interest is to be made on . a r fr e f Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed at their and m principal amount on . lete p For a discussion of certain factors that should be considered by prospective investors, see “Risk Factors”. not com is

is not soliciting an of THE OFFERING CIRCULAR AND ITS CONTENTS, OR ANY INFORMATION WHICH IS MADE x ular e

c AVAILABLE IN CONNECTION WITH ANY FURTHER ENQUIRIES, MUST BE HELD IN m ch jurisdiction. i u

T COMPLETE CONFIDENCE. THIS OFFERING CIRCULAR HAS NOT BEEN AND WILL NOT BE ng cir of s i

r APPROVED BY ANY REGULATORY AUTHORITY IN VIETNAM OR ANY AGENCY OR and e f f MINISTRY OF THE GOVERNMENT OF VIETNAM. y o THE BONDS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED inar STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ARE ecurities laws s elim SUBJECT TO UNITED STATES TAX LAW REQUIREMENTS. THE BONDS ARE BEING

to sell these bonds, OFFERED OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER

fer THE SECURITIES ACT (“REGULATION S”), AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A fication under the i not an of TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. ular is ation contained in this pr c rm o ng cir i r e e inf f h registration or qual T of LEAD ARRANGER The date of this Offering Circular is

IMPORTANT INFORMATION

Timex accepts full responsibility for the information contained in this Offering Circular and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief, all information in this document is in accordance with the facts and there are no other facts the omission of which would make any statement herein misleading.

The distribution of this Offering Circular and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by Timex and BNP Paribas, Ho Chi Minh City Branch (the "Lead Arranger") to inform themselves about and to observe any such restrictions. No action is being taken to permit a public offering of the Bonds nor to distribute this Offering Circular in any jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of the Bonds and the circulation of documents relating thereto, in certain jurisdictions including the United States of America, the United Kingdom, Hong Kong, Singapore and Vietnam, see “Notice to Investors”.

No person has been or is authorised to give any information or to make any representation concerning Timex or the Bonds other than as contained herein and, if given or made, any such other information or representation should not be relied upon as having been authorised by Timex or any of its advisors. Neither the delivery of this Offering Circular nor any offering, sale or delivery made in connection with the issue of the Bonds shall, under any circumstances, constitute a representation that there has been no change or development reasonably likely to involve a change in the affairs of Timex since the date hereof or create any implication that the information contained herein is correct as at any date subsequent to the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of Timex or any of its advisors to subscribe for or purchase, any of the Bonds and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful.

The Lead Arranger has not independently verified the information contained herein, and no representation or warranty is made by the Lead Arranger as to the accuracy, completeness or sufficiency of the information contained in this Offering Circular. This Offering Circular is not intended to provide the basis of any credit or other evaluation, nor should it be considered as a recommendation by Timex or the Lead Arranger that any recipient of this Offering Circular should purchase the Bonds.

Each potential purchaser of the Bonds should determine for itself the relevance of the information contained in this Offering Circular and its purchase of the Bonds should be based upon such investigations with its own tax, legal and business advisers as it deems necessary.

In making an investment decision, investors must rely on their own examination of Timex and the terms of the offering of the Bonds, including the merits and risks involved. See “Risk Factors”.

Each person receiving this Offering Circular acknowledges that such person has not relied on the Lead Arranger or any advisors or person named herein in connection with its investigation of the accuracy or adequacy of the information contained in this Offering Circular or its investment decision.

Unless otherwise specified or the context requires, references herein to “Dong” or “VND”, are to the lawful currency of the Socialist Republic of Vietnam (“Vietnam”), references herein to “US dollars” or “US$” are to the lawful currency of the United States of America, and references to the “Government” are to the Government of the Socialist Republic of Vietnam. As used herein, a hectare equals 10,000 square meters.

Any discrepancies in the tables included in this Offering Circular between the listed amounts and the totals thereof are due to rounding differences. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.

TABLE OF CONTENTS

Page

IMPORTANT INFORMATION...... i TABLE OF CONTENTS ...... iii INCORPORATION BY REFERENCE ...... iv FORWARD-LOOKING STATEMENTS...... iv SUMMARY ...... 1 RISK FACTORS ...... 4 SELECTED FINANCIAL INFORMATION...... 10 USE OF PROCEEDS ...... 12 CAPITALISATION ...... 13 BUSINESS ...... 14 ORGANISATIONAL STRUCTURE...... 30 MANAGEMENT ...... 34 GOVERNMENT REGULATION AND ASSISTANCE...... 38 DESCRIPTION OF MATERIAL INDEBTEDNESS ...... 40 TERMS AND CONDITIONS OF THE BONDS...... 41 TAXATION ...... 48 NOTICE TO INVESTORS ...... 50 GENERAL INFORMATION...... 53

iii

INCORPORATION BY REFERENCE

Certain financial information presented in this Offering Circular has been extracted from Timex's aggregated financial statements for the year ended, and as at, 31 December 2005 and 2006 and for the nine months ended, and as at, 30 September 2006 and 2007 and the notes thereto, which are incorporated by reference into this Offering Circular, together with the auditor’s report thereon. Copies are available upon request in accordance with Vietnamese law.

FORWARD-LOOKING STATEMENTS

Certain statements in this Offering Circular constitute “forward-looking statements”. The words "forecast", "anticipate", "believe", "estimate", "expect", "intend", "seek", "plan", "may", "will", "would", "could" and similar expressions are intended to identify a number of these forward-looking statements. All statements other than statements of historical facts, including those regarding Timex’s strategy, plans and objectives and outlook for the real estate markets in Vietnam are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors (including changes in the Government's policy) which may cause Timex's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward- looking statements are based on numerous assumptions regarding Timex's present and future strategies and the environment in which Timex will operate in the future. Because these statements reflect current aims and views concerning future events, these statements necessarily include risks, uncertainties and assumptions. Timex's actual performance could differ materially from these forward-looking statements.

SUMMARY

The following summary is qualified in its entirety by the more detailed information and financial statements incorporated in this Offering Circular.

Tin Nghia Company Limited

Timex, a state-owned enterprise established by the Dong Nai Provincial Party Committee currently has seven business lines, namely: petroleum trading, agro-products, property development, logistics services, industrial estates, construction materials, and trade and related services. Petroleum trading and agro-products together accounted for approximately 88% of Timex’s net sales in the year ended 31 December 2006. Timex traces its origins to the production of goods such as wooden and aquatic products in the late 1980s before diversifying into petroleum trading, agro-products and trade and related services in the 1990s and, thereafter, into the development and operation of industrial estates, residential property and construction works. Timex expects property development to account for an increasingly important part of its business operations in the years ahead. In relation to property development, Timex believes it will be positioned to benefit from Vietnam's economic growth as Timex is well advanced in the process of obtaining the right to use a large land bank with numerous locational advantages and the related development approvals. Timex is proposing to develop a site of approximately 45 hectares on Tan Van Island, Dong Nai province, Vietnam as a high-end commercial, service, residential and entertainment project providing support services to the economy in general, and, in particular, to the development of the industrial parks in Bien Hoa City, Dong Nai province and the neighbouring industrial parks in the area. The total investment capital is estimated to be approximately VND4,200 billion. An even larger development project, which is only at the planning stage, is a site of 760 hectares at Phu Thanh Long Tan located in Phu Thanh and Long Tan communes, Nhon Trach district, Dong Nai province which is to be developed as a residential project with the total investment capital estimated to be approximately VND 17,000 billion. Timex has various other property projects at various stages of planning, acquisition and development including other residential projects, industrial estates, tourism and leisure resort projects. These potential development projects may or may not proceed depending on the issuance of the applicable land use rights certificates and investment certificates. Timex is expanding its agro-products business overseas by leasing land in Laos for the purpose of growing coffee and rubber. Timex has also applied to the State Bank of Vietnam to operate a commercial bank. Timex’s organisational structure comprises 25 member units including 10 dependent companies (including two dependent companies which are scheduled to be equitised in 2008), seven majority owned subsidiaries and minority interests in eight joint venture companies. Timex intends to select and engage the services of a financial advisor to assist Timex in its own equitisation process, corporate assessment and other matters, particularly, in the selection of strategic partners. Timex expects to submit a detailed plan for its equitisation to the Dong Nai Provincial Party Committee for approval in 2008.

The Offering

The following is a brief summary of certain terms of this offering. For a more detailed description of the terms of the Bonds, see “Terms and Conditions of the Bonds”. Capitalised terms used herein and not defined have the meanings given to them elsewhere in this Offering Circular.

Issuer: ...... Tin Nghia Company Limited

The Bonds being offered:... VND billion % Bonds due ( -year Bond)

Issue Date:......

Issue Price: ......

Interest Payment Dates:...... of each year, commencing with

Interest Rate:...... % (per annum)

Maturity Date: ......

Final Redemption: ...... Unless previously redeemed or purchased and cancelled in accordance with the Terms and Conditions of the Bonds, the Bonds will mature and become payable at their principal amount on the Maturity Date.

Form and Denomination:.... The Bonds are in registered form in denominations of VND1 billion each (and such other denominations as may be necessary to satisfy the eligibility requirements of any stock exchange in respect of which an application may be made to list the Bonds).

Use of Proceeds: ...... The proceeds from the offering of the Bonds are intended to be used towards financing the first phase of the development of a 45-hectare project on Tan Van Island located in Tan Van Ward, Bien Hoa City, Dong Nai province and, subject to timing of that development, the Issuer’s various other potential development projects (see “Business - Property Development”).

Cross-Default and Change The Bonds may be declared to be immediately due and of Control:...... repayable if the Issuer defaults on other indebtedness in the amount of VND100 billion or more, or the Government ceases to beneficially own at least 51% of the issued share capital of the Issuer.

Ranking:...... The Bonds will constitute senior, direct and unsecured obligations of the Issuer, ranking without any preference

among themselves.

Taxation: ...... All payments in respect of the Bonds shall be made subject to withholding or deduction of taxes, where required by Vietnamese law.

Listing: ...... There is presently no intention to list the Bonds on any stock exchange or with any trading centre.

Governing Law:...... Vietnamese law

RISK FACTORS

Prospective investors should carefully take into account the considerations described below, in addition to the other information contained herein, before investing in the Bonds.

The occurrence of one or more events described below could have a material adverse effect on Timex's business, financial condition, results of operations or prospects, and could affect its ability to make payments of principal and interest on the Bonds. Additional considerations and uncertainties not presently known to Timex, or which Timex currently deems immaterial, may also have a material adverse effect on an investment in the Bonds.

RISKS ASSOCIATED WITH TIMEX

Timex’s plans for growth require significant capital investment and its plans are subject to regulatory approvals, may exceed original budgets and may not generate the expected benefits.

Timex may not be able to raise finance to fund the potential development projects described in this Offering Circular as internally generated funds together with the proceeds from the Bonds will not be sufficient to fund these projects in addition to servicing the Bonds and making dividend payments to its shareholder which Timex has undertaken will be at least 20 per cent. of its net profit after tax in each year. External funding is subject to various factors that are beyond Timex’s control, including market conditions. If Timex is unable to secure sufficient external funds to finance the potential development projects on favorable terms or at all, its ability to undertake or complete these projects may be affected.

Additionally, actual capital expenditures for its potential development projects may significantly exceed budgets because of various factors beyond its control. If Timex’s actual capital expenditures for its potential development projects significantly exceed its budgets, or even if the budgets are sufficient to cover these projects, Timex may not be able to derive the intended economic benefits, which, in turn, may materially and adversely affect its financial condition, results of operations or prospects. Timex may experience other obstacles such as construction delays and may not have the relevant experience in adjusting to the risk and return profiles of these projects. Even if Timex completes these projects as planned, such projects may not be as successful as expected.

The potential development projects are subject to regulatory approvals, and there can be no assurance that the Government will grant the necessary approvals for each phase of these projects. If the required approvals are not granted in time or at all, or are granted with onerous conditions attached, Timex may not be able to undertake or complete these projects as planned. Timex’s failure to do so could have a material adverse effect on its business, financial condition, results of operations or prospects.

The nature of property development subjects Timex to various industry related risks.

Timex expects property development to account for an increasingly important part of its business in the years ahead. Property development is subject to various risks. The occurrence of one or more of these events could have an adverse effect on Timex’s business, financial condition, or results of operations or prospects, and could affect its ability to pay interest on the Bonds or to repay principal. These risks include:

• the abandonment of certain plans due to difficulties or delays in obtaining land use rights certificates and investment licenses, without which the right of a property developer to develop a site will not be legally recognised under the current laws of Vietnam;

• the abandonment of certain plans due to difficulties or delays in obtaining any other necessary governmental approvals, changes in governmental regulations, environmental laws, zoning and other relevant laws affecting the development and sale of property;

• adverse changes in political or economic conditions;

• cyclicality of market conditions (supply/demand dynamics);

• defaults by buyers of properties;

• changes in the availability of debt or equity financing may make it difficult to finance future development projects on favorable terms;

• changes in interest rates and other operating expenses and rates of taxation;

• changes in market rents;

• increases in construction costs;

• changes in the relative popularity of property types and locations leading to an oversupply of space or a reduction in tenant demand for a particular type of property in a given market;

• inability to renew tenancies or re-let space as existing tenancies expire;

• inability to collect rents from tenants on a timely basis or at all due to bankruptcy or insolvency of tenants or otherwise;

• increases in insurance premiums;

• increases in the rate of inflation;

• defects which need to be rectified, or other required repair and maintenance, leading to unforeseen capital expenditure;

• unapproved uses which may give rise to the right on the part of the Government to resume the property;

• the relative illiquidity of real estate investments;

• fire or other damage to properties and acts of God; and

• resettlement costs.

Timex is venturing into new business lines which have different risk and return profiles.

Timex is expanding into property development and undertaking new businesses such as banking and a project in Laos which have different risk and return profiles to its core businesses of petroleum trading and agro-products and where Timex may lack the necessary resources to perform successfully. There can be no assurance that Timex's success in its present business activities will be successfully replicated in these new businesses or that Timex will be able to manage its growth successfully. Timex’s failure to do so could have a material adverse effect on its business, financial condition, results of operations or prospects.

In addition, as Timex expands its businesses, it may experience difficulty in recruiting competent managerial staff. There is a shortage of qualified and experienced managers in Vietnam, and Timex may be unable to recruit and retain sufficient skilled managers to execute its potential development projects and train the requisite personnel to manage its operations or prospects as its business grows. Hiring foreign expatriates to occupy senior positions in Timex may subject the company to uncertainties in future government policies regarding employment of foreign nationals. Any of these factors would impede Timex’s expansion.

Foreign exchange fluctuation may have a material adverse effect on Timex’s export trading and other business operations or prospects.

To the extent that Timex incurs expenses in VND (e.g. wages and salaries, taxes and rent) and enters into export sales contracts in foreign currencies, or where Timex incurs expenses in foreign currencies (e.g. for the import of raw materials, machinery and equipment) and enters into sales contracts in VND for domestic sales, Timex’s profit margins will be affected by changes in the exchange rates between VND and foreign currencies. Timex may be unable to increase its sales price to adjust to the negative effects of exchange rate movements because prices for its products may be predetermined. A significant change in the exchange rate between VND and other major currencies may materially and adversely affect the results of the operations or prospects of Timex. Appreciation of VND affects export sales, while depreciation of VND may lead to foreign exchange losses and increases in the cost of raw materials, machinery and equipment that Timex purchases overseas.

RISKS ASSOCIATED WITH TIMEX’S FINANCIAL STATEMENTS

Timex’s financial statements are prepared in accordance with the Vietnamese Accounting System and Vietnamese Accounting Standards issued by the Ministry of Finance and should not be read as if they are comparable to those of companies whose financial statements are prepared in accordance with international financial reporting standards (“IFRS”) or any other accounting standard with which investors in the Bonds may be more familiar.

Timex’s financial statements, which are incorporated by reference in this Offering Circular, were not prepared for persons who are unfamiliar with Vietnam’s accounting principles, procedures and practices and were not intended to present the financial position and results of operation and cash flows in accordance with accounting principles and practices generally accepted in countries other than in Vietnam. Therefore, Timex’s financial statements should not be read as if they are comparable to the financial statements of other property companies whose financial statements are prepared in accordance with IFRS or any other accounting standard with which investors in the Bonds may be more familiar. For example, Timex is not

required to prepare consolidated financial statements and therefore certain items in Timex's aggregated financial statements may reflect higher amounts than would be the case if Timex had prepared consolidated financial statements to eliminate intercompany transactions.

Certain interim financial information included in this Offering Circular should not be relied upon.

Timex's results of operation, and financial position, for the nine months ended, and as at, 30 September 2007 and 30 September 2006 included in this Offering Circular have not been audited, nor been subject to any form of review by any third party and they have been included solely for reference and should not form part of your investment analysis. The figures appearing in this Offering Circular may require material revision and adjustment and may not be indicative of Timex's end of year financial position or full year results.

VIETNAM SPECIFIC RISKS

The Vietnamese economy has grown rapidly in recent years and the business and legal environment has developed, but remains susceptible to risks associated with an emerging economy.

The Vietnamese economy is experiencing rapid economic growth. However, the legal and regulatory framework in Vietnam is not as developed as in other more mature economies. Furthermore, macro-economic measures, policy changes and interpretations of applicable laws can produce unexpected consequences which could have a material adverse effect on domestic business operators. Inflation may cause the Government to implement policies to slow down growth of prices, which could have an impact on Timex’s ability to raise prices in the domestic market.

The laws and regulatory apparatus affecting the economy and regulating commercial and business activities have been developing since the “doi moi” policy commencing in 1986, and are in a relatively early stage of development. Although in recent years the legal system in Vietnam has been moving towards increasingly sophisticated, transparent access for investors, uncertainties and legal issues occur in high level laws like the Civil Code, the Commercial Law, the Law on Securities and the Law on Enterprises which impact related regulations and accordingly business activities.

As Vietnam’s legal system develops, it is expected that inconsistencies and uncertainties in laws and regulations will be addressed as new laws are interpreted and refined and older laws are repealed or updated. It is difficult to predict when Vietnam’s legal system will obtain the level of certainty and predictability as applicable in other legally more developed jurisdictions. Meanwhile, recognition and enforcement of legal rights through Vietnam courts, arbitration centres and administrative agencies in the event of dispute is uncertain.

Legal protections available to Bondholders may be limited.

Timex is established in Vietnam as a state-owned enterprise. As currently all of Timex's businesses are conducted in Vietnam, Timex's operations or prospects are governed by Vietnamese laws and regulations.

It may be difficult to enforce any judgments obtained from non-Vietnamese courts against Timex or the Directors, Supervisors or senior executive officers of Timex residing in Vietnam.

Vietnam does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with countries and therefore enforcement in Vietnam of judgments of a court in these jurisdictions may be difficult or impossible.

Recurrence of SARS or the spread of avian influenza or other highly contagious diseases in Asia and elsewhere.

During the first half of 2003, Vietnam, along with many other countries in Asia, encountered an outbreak of Severe Acute Respiratory Syndrome (‘‘SARS’’), a highly contagious and potentially deadly disease which since then appears to have been contained. However, no assurance can be given that there will not be a recurrence of SARS or an occurrence of other similar types of epidemic. The SARS outbreak had an adverse effect on the economies of the affected countries, including Vietnam. Should another outbreak of SARS, or an outbreak of human avian influenza or another highly contagious disease occur, the relative impact of these factors on Vietnam could be magnified and, therefore, the financial condition of Timex could be materially and adversely affected. Taxation in Vietnam may undergo changes.

Vietnam’s enterprise income tax laws and regulations have undergone major changes since 1 January 2004 and continue to be supplemented and clarified as issues arise over the interpretation and/or implementation of the same. Any change in Timex's tax status or the taxation legislation of Vietnam could adversely affect the performance of Timex, and tax obligations imposed on Timex.

RISKS ASSOCIATED WITH THE BONDS

Holders of the Bonds will be structurally subordinated to the obligations owed to creditors of Timex’s subsidiaries and to secured bondholders or other secured creditors of Timex.

Timex holds the majority of its assets in, and primarily conducts its operations or prospects through, subsidiaries. In order to satisfy Timex’s obligations under the Bonds, Timex will rely on its own operations or prospects and revenues as well as to an extent on dividends and other payments received from its subsidiaries. The holders of the Bonds will have no direct claims as to the assets of Timex’s subsidiaries and Timex’s obligations under the Bonds will be effectively subordinated to obligations of its subsidiaries. Various assets of subsidiaries are or will be secured to repay lenders to those subsidiaries, particularly where lending has been for the purpose of funding specific projects.

The liquidity of the secondary market for the Bonds is not assured.

There can be no assurance as to the liquidity of the market for the Bonds and no assurance that an active trading market will develop. If such a market were to develop, the Bonds could trade at prices above or below the initial issue price depending on many factors, including prevailing interest rates, Timex's results of operations or prospects and the market for similar securities.

Interest payments on the Bonds may be subject to the deduction or withholding of tax if required by applicable law.

Investors should be aware that Timex is not required to gross up its payment obligations under the Bonds and that applicable law may require a deduction or withholding to be made from the amount due.

THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE ENUMERATION OR EXPLANATION OF THE RISKS INVOLVED IN AN INVESTMENT IN THE BONDS.

SELECTED FINANCIAL INFORMATION

The following tables set forth summary financial information relating to Timex for the years ended, and as at, 31 December 2005 and 2006 and are extracted from Timex's aggregated financial statements prepared in accordance with the Vietnamese Accounting Standards and audited by Auditing and Consulting Company Limited, and should be read in conjunction with the auditor's report and the aggregated financial statements of Timex incorporated by reference herein and other related information in this Offering Circular.

Timex's results of operations, and financial position, for the nine months ended, and as at, 30 September 2006 and 2007 summarised below have not been audited, nor been subject to any form of review by any third party and they have been included solely for reference and should not form part of your investment analysis as the figures appearing below may require material revision and adjustment and may not be indicative of Timex's end of year financial position or full year results of operation.

Income Statement in millions of VND

Year ended 31 December Nine months ended 30 September 2005 2006 2006 2007 (audited) (audited) (unaudited, (unaudited, unreviewed) unreviewed)

Gross sales...... 1,355,549 1,947,832 1,446,339 1,358,736 Less deductions ...... (1,710) (767) (697) (464) Net sales...... 1,353,839 1,947,065 1,445,642 1,358,272 Cost of goods sold...... (1,233,077) (1,821,072) (1,377,132) (1,258,190) Gross profit...... 120,761 125,992 68,509 100,081

Financial income ...... 4,922 31,148 25,029 26,141 Financial expenses ...... (25,242) (45,250) (33,026) (43,096) Selling expenses...... (31,873) (35,873) (23,465) (30,942) General and administrative expenses ...... (39,070) (46,853) (33,188) (36,739) Operating profit ...... 29,498 29,162 3,858 15,444

Other income...... 10,504 9,064 1,941 1,947 Other expenses ...... (3,377) (714) (250) (255) Other profit...... 7,127 8,350 1,691 1,691

Profit before tax ...... 36,625 37,513 5,549 17,136

Current income tax...... (2,797) (1,621) (3,015) (776) Deferred corporate income tax...... (7,121) (5,530) - - Net profit after tax ...... 26,706 30,360 2,534 16,360

Balance Sheet In millions of VND

As at 31 December As at 30 September (audited) (unaudited, unreviewed) 2005 2006 2006 2007

Assets Current Assets Cash and cash equivalents ...... 74,113 15,005 20,179 40,970 Short-term investments...... - 4,823 - 5,390 Accounts receivable...... 97,469 102,211 91,321 434,186 Inventories ...... 114,963 146,082 129,673 169,367 Other current assets ...... 6,666 48,333 5,751 51,634 Total Current Assets ...... 293,212 316,456 246,926 701,549

Long-term Assets Fixed assets...... 354,197 546,514 536,685 738,643 Investment Property...... 23,610 17,275 - 50,650 Long-term investments ...... 71,971 186,005 123,999 241,481 Other long-term assets ...... 21,151 28,367 48,651 49,804 Total Long-term Assets...... 470,931 778,161 669,336 1,080,579

Total Assets ...... 764,144 1,094,617 916,263 1,782,128

Liabilities Current liabilities ...... 375,822 595,642 454,222 658,519 Long-term liabilities ...... 216,425 303,929 284,556 501,948 Total Liabilities...... 592,248 899,572 738,779 1,160,468

Equity Owner's Equity ...... 167,551 187,072 173,734 615,556 Other sources and funds ...... 4,344 7,972 3,748 6,104 Total Equity ...... 171,896 195,045 177,483 621,660

Total Resources...... 764,144 1,094,617 916,263 1,782,128

USE OF PROCEEDS

The proceeds from the offering of the Bonds are intended to be used towards financing the first phase of the development of a 45-hectare project on Tan Van Island located in Tan Van Ward, Bien Hoa City, Dong Nai province and, subject to timing of that development, the Issuer’s various other potential development projects (see "Business - Property Development").

CAPITALISATION

The following table sets forth Timex's capitalisation as at 30 September 2007 (unaudited, unreviewed), and as adjusted for the issue of the Bonds.

As Adjusted for the

Bonds As at As at 30 September 30 September 2007 2007 (unaudited, (unaudited, unreviewed) unreviewed) In VND million in VND million

Borrowings Short term debt Short term borrowings...... 480,096 480,096

Long term debt Long term loans ...... 417,820 417,820 The Bonds now being offered ...... -

Total Borrowings 897,916

Owner's Equity Legal capital ...... 548,190 548,190 Other owner's funds ...... 36,829 36,829 Foreign exchange differences ...... (3) (3) Financial reserves ...... 14,221 14,221 Retained earnings ...... 16,318 16,318

Total Owner's Equity 615,556 615,556 Total Capitalisation 1,513,472

Note:

There has been no material change to Timex's capitalisation since 30 September 2007.

BUSINESS

Overview

Timex, a state-owned enterprise established by the Dong Nai Provincial Party Committee, currently has seven business lines, namely: petroleum trading, agro-products, property development, logistics services, industrial estates, construction materials, and trade and related services. Petroleum trading and agro-products together accounted for approximately 88% of Timex’s net sales in the year ended 31 December 2006.

Timex traces its origins to the production of goods such as wooden and aquatic products in the late 1980s before diversifying into petroleum trading, agro-products and trade and related services in the 1990s. The following timeline shows the major events in the development of Timex in the first 10 years since its establishment:

1989 December - Timex was established under the name “Dong Nai General Business Service Company” to engage in the production of wooden and aquatic products.

1998 1996 February - Tin Nghia Agro- Timex established its Product Processing Factory was 1994 August - presence in Ho Chi Minh founded with a start-up capacity Timex was City to trade goods and of 150 tons per day. It processes converted into a service. many kinds of agricultural state-owned products such as pepper, yellow enterprise to engage maize and sliced tapioca. in exporting/

importing goods.

1989 1999

1997 March - Tin Nghia Granite 1999 January - Timex established the Hotel, Stone Factory operated with an Tourism, Service and Trade Center to conduct investment capital of US$2 million trading, servicing and business enterprise to and had its first designed capacity of supply petroleum, lubricated oils, liquefied 1992 60,000 square meters (end product) petroleum gas, fuel and building materials, and The name of the company per year. It has since 2003 increased to provide tourism services. was changed to “Tin its capacity to 110,000 square meters Nghia Company Ltd., (end product) per year. May - Timex established Bien Hoa Inland (Timex)”. Clearance Depot to function as the point of July - Nhon Trach 3 Industrial Park transition or border pass for the forwarding of was set up. imported and export goods via Bien Hoa City.

Thereafter, Timex diversified into the development and operation of industrial estates, residential property and construction works, Timex expects property development to account for an increasingly important part of its business operations in the years ahead.

In relation to property development, Timex believes it will be positioned to benefit from Vietnam's economic growth as Timex is well advanced in the process of obtaining the right to use a large land bank with numerous locational advantages and the related development approvals.

Timex is proposing to develop a site of approximately 45 hectares on Tan Van Island, Dong Nai province, Vietnam as a high-end commercial, service, residential and entertainment project providing support services to the economy in general, and, in particular, to the development of the industrial parks in Bien Hoa City, Dong Nai province and the neighbouring industrial parks in the area. The total investment capital is estimated to be approximately VND4,200 billion.

An even larger development project, which is only at the planning stage, is a site of 760 hectares at Phu Thanh Long Tan located in Phu Thanh and Long Tan communes, Nhon Trach district, Dong Nai province which is to be developed as a residential project with the total investment capital estimated to be approximately VND 17,000 billion. Timex has various other property projects at differing stages of planning, acquisition and development including other residential projects, industrial estates, tourism and leisure resort projects. These potential development projects may or may not proceed depending on the issuance of the applicable land use rights certificates and investment certificates.

Timex is expanding its agro-products business overseas by leasing land in Laos for the purpose of growing coffee and rubber. Timex has also applied to the State Bank of Vietnam to operate a commercial bank.

Timex’s organisational structure comprises 25 member units including 10 dependent companies (including two dependent companies which are scheduled to be equitised in 2008), seven majority owned subsidiaries and minority interests in eight joint venture companies. Timex intends to select and engage the services of a financial advisor to assist Timex in its own equitisation process, corporate assessment and other matters, particularly, in the selection of strategic partners. Timex expects to submit a detailed plan for its equitisation to the Dong Nai Provincial Party Committee for approval in 2008.

Business lines

Timex currently has seven business lines, namely: petroleum trading, agro-products, property development, logistics services, industrial estates, construction materials, and trade and related services.

The following table sets forth a breakdown of Timex’s net sales for the periods indicated:

Year ended Year ended Nine months ended 31 December 2005 31 December 2006 30 September 2007 Net Sales Net Sales Net Sales % of % of % of Business Line (VND (VND (VND Revenue Revenue Revenue million) million) million) Petroleum trading……………….... 625,317 46.2% 845,359 42.7% 700,193 51.5% Agro-products………… 516,994 38.2% 887,942 44.9% 501,158 36.9% Property development… 56, 669 4.2% 18,843 1.0% 11,654 0.9% Logistics services…….. 50,721 3.7% 63,719 3.2% 63,289 4.7% Industrial estates……… 46,982 3.5% 63,184 3.2% 40,386 3.0% Construction 34,041 1.7% 30,448 2.2% materials……………… 32,707 2.4% Trade and services…… 24,448 1.8% 33,975 1.7% 11,145 0.8% Total 1,353,839 100.0% 1,947,063 100.00% 1,358,273 100.00%

Petroleum Trading

Timex is engaged in petroleum trading through an extensive wholesale and retail distribution network. It has 27 filling stations located in Dong Nai province.

Timex does not directly import oil and petroleum products, and instead has supply agreements with two state-owned enterprises Saigon Petro Company Limited (Saigon Petro) and Petec Trading and Investment Corporation (PETEC). Oil and petroleum prices are fixed by the Government, and any change in price by the Government affects Timex’s operations.

Timex’s Hotel, Tourism, Service and Trade Center is engaged in petroleum trading. It is a wholesale and retail business enterprise that supplies petroleum, lubricated oils, liquefied petroleum gas, fuel and building materials.

Agro-Products

Timex’s agro-products operations are located in Dong Nai province where agricultural products including rubber, pepper, coffee, cotton, peanuts and corn are grown.

Tin Nghia Agro-Product Processing Factory

In 1998, Tin Nghia Agro-Product Processing Factory was founded in Long Binh Ward, Bien Hoa City to meet the increasing domestic and overseas needs for agricultural products. In addition to the traditional trade of export green coffee, this factory has developed a new line of products such as the ground coffee brand “Scafe” that covers three main product ranges, Scafe Origin, Scafe Romance and Scafe Start.

Over the past ten consecutive years (1998-2007), Tin Nghia Agro-Product Processing Factory has been ranked one of the country's top ten exporters by Vietnam Coffee & Cocoa Association. Its annual export volume to the U.S. and the European markets has been between 30,000 and 45,000 tons during the past three years (2005-2007).

Investment in Laos

Timex is expanding its business overseas by leasing lands in Laos for the purpose of growing coffee and rubber. The total area of the project is 2,300 hectares, of which the area devoted for coffee plantation is 400 hectares while the area intended for growing rubber is 1,900 hectares.

Property Development

Timex expects property development to account for an increasingly important part of its business operations in the years ahead.

Obtaining the right to use land in Vietnam involves a complex and lengthy process, which includes (but is not limited to) (i) obtaining in-principle approval from the relevant authority; (ii) surveying the subject land; (iii) preparing a land compensation plan; (iv) withdrawing the subject land from its current use; (v) settling the land compensation payments; (vi) entering into a land leasing contract with the relevant authority; and (vii) obtaining a land use rights certificate. In addition, an investment certificate for the project will have to be obtained. Timex believes it will be positioned to benefit from Vietnam's economic growth as Timex is well advanced in the process of obtaining the right to use a large land bank with numerous locational advantages and the related development approvals.

Timex has identified various development projects which are at various stages of evaluation, acquisition, approval, planning, clearing and resettlement, development and construction, as set out in the table below. Some or all of these projects may not proceed. For more information, see the section headed “Risk Factors – Risks Associated with Timex – The nature of property development subjects Timex to various industry related risks”.

An even larger development project, which is only at the planning stage, is a site of 760 hectares located in Phu Thanh and Long Tan communes, Nhon Trach district, Dong Nai province which is to be developed as a residential project with the total investment capital currently estimated to be approximately VND 17,000 billion. For more information, see "Phu Thanh Long Tan residential project” below.

Land Area Investment Potential Residential Projects (in hectares) Capital (in VND Billion)

Phu Thanh Long Tan Residential Area (1) 760 17,000 High-quality Quang Vinh tenement (2) (8) 0.9 250 Tan Bien 2 Residential Area (3) (8) 3 191 An Phuoc Commercial and Residential Complex (4) (8) 70 150 Tan Phu Residential Area (5) (8) 55 80 Phuoc Khanh Residential Area (6) (8) 29 70 Tam Phuoc 18 hectare-Residential Area (7) (8) 18 40

Notes:

(1) On 14 November 2007, the People’s Committee of Dong Nai province issued Decision No. 3962/QD-UBND regarding the land allocation to Nhon Trach Investment Joint Stock Company to be able to carry out the construction of phase 1 of this project. On 30 November 2007, the People’s Committee of Dong Nai province issued Official Letter No. 9723/UBND-KT prescribing the rates for payment of land use fee for this project. On 30 November 2007, Timex paid land use fees to the tax department of Dong Nai province for this project in the total amount of VND 560 billion. On 17 December 2007, the People’s Committee of Dong Nai province issued Official Letter No. 10227/UBND-CNN regarding the additional allocation of land for this project. This project is covered by an investment certificate and Timex is in the process of completing the procedures applicable for the issuance of the required land use rights certificate.

(2) Official Letter No. 2615/SKHDT-HTDT of the Department of Planning and Investment of Dong Nai province dated 18 December 2007 describes Timex’s investment project as a high-rise apartment building (15 to 20 floors) in Quang Vinh Ward, Bien Hoa City. The land is an industrial land with part of the site being residential land. The land has been assigned to Timex with a small part of it for use by inhabitants. The Department of Construction of Dong Nai province has approved the investment, while the Department of Transport and Communication of Dong Nai province has confirmed that the land does not lie along the traffic zone.

(3) Official Letter No. 10671/UB-UBND of the People’s Committee of Dong Nai province dated 18 December 2006 approving the Zoning Master Plan of Tan Bien 2 Residential and Resettlement Area in Tan Bien Ward, Bien Hoa City, Dong Nai province. The units to be constructed are 40 residential houses, 120 street houses and

condominiums for about 40 households.

(4) Official Letter No. 5962/UBND-CNN of the People’s Committee of Dong Nai province dated 2 August 2007 approving the preparation by Timex of the investment procedures for An Phuoc Commercial and Residential Complex project in An Phuoc commune, Long Thanh district, Dong Nai province.

(5) Notice No. 6049/TB-UBND of the People’s Committee of Dong Nai province dated 14 September 2006 regarding the decision of the People’s Committee of Dong Nai province to deal with proposals made by the People’s Committee of Tan Phu District, and to approve Timex as an investor in this commercial-service and residential area project to service Tan Phu Industrial Zone.

(6) Decision No. 3170/QD-UBND of the People’s Committee of Dong Nai province dated 9 September 2005 addresses the location of Timex's resettlement area project in Phuoc Khanh commune, Nhon Trach district, Dong Nai province.

(7) Decision No. 4478/QD-CT-UBT of the People’s Committee of Dong Nai province dated 3 December 2002 describes the location for Timex’s investment project involving a resettlement area in Tam Phuoc Commune, Long Thanh District, Dong Nai province with an area of 18 hectares. Decision No. 2902/QD.CT.UBT of the People’s Committee of Dong Nai province dated 10 September 2003 provides approval of the plan on compensation for withdrawal of the land from its present use to enable Timex to carry out this project. The total land compensation amount to be paid by Timex is VND 3,678,257,000.

(8) Timex is in the process of completing the procedures applicable for the issuance of the required land use rights certificate and investment certificate.

Investment Potential and Ongoing Tourism and Leisure Land Area Capital (in VND Resort Projects (in hectares) Billion)

Dai Phuoc Tourist Area (1) 130 300 Den Gion Tourist Area(2) 7 153 Tuyen Lam Lake Tourist Area (3) 5 80

Notes:

(1) Official Letter No. 8041/UBND-CNN of the People’s Committee of Dong Nai province dated 8 October 2007 approving in-principle and approving the location for Timex’s investment in an ecological tourist area in Dai Phuoc, Nhon Trach District, Dong Nai province. However, the required land use rights certificate and investment certificate have not yet been obtained by Timex.

(2) Land Use Right Certificate No. T00046 issued by the People’s Committee of Ninh Thuan province dated 19 April 2005 to Dong Thuan Tourism Joint Stock Company, a subsidiary of Timex established under Business Registration Certificate No. 430300009 on 1 October 2004 and amended on 11 October 2004, over a land with an area of approximately seven hectares located in Van Hai commune, Phan Rang - Thap Cham town, Ninh Thuan province, Central Vietnam. The land is intended to be used for production for a term expiring on 16 June 2042. This project is an expansion of the existing facilities of Den Gion Tourist Resort. For more information, see “Trade and Related Services – Dong Thuan Tourism Joint Stock Company”. This project is divided into three phases, namely: phase 1 in 2003, phase 2 in 2005 and phase 3 which started construction work in September 2007.

(3) Official Letter No. 4505/UB of the People’s Committee of Lam Dong province dated 4 November 2004 regarding in-principle approval of the investment by Timex in Tuyen Lam Lake tourist area in Da Lat City, Lam Dong province. This project is a three-star resort area with an area of approximately five hectares to be developed in three phases. However, the required land use rights certificate and investment certificate have not yet been obtained by Timex.

Tan Van Island Mixed Use Development Project

Timex is proposing to develop the Tan Van Island Tourist Services Zone with an area of 451,847 square meters (approximately 45 hectares) located in Tan Van Ward, Bien Hoa City, Dong Nai province, Vietnam.

CB Richard Ellis (Vietnam) (“CBRE”) has been appointed by Timex to prepare the feasibility study for this project. Market research was conducted by CBRE in May 2005 while the master plan was prepared by Timex in conjunction with ACSA, PCG Consultants (Singapore) and Golf Strategies (Australia) in November 2005.

Project Description

Timex intends to develop the Tan Van Island Tourist Services Zone into a high-end commercial, service, residential and entertainment project providing support services to the economy in general, and, in particular, to the development of the industrial parks in Bien Hoa City, Dong Nai province and the neighboring industrial parks in the area.

Dong Nai province is a fast growing region with an average growth rate of 10.3% per year. This project is located in the centre of the triangle connecting Ho Chi Minh City, Dong Nai province and Binh Duong province, and construction works include a golf course, a conference centre, a club house, a retail sale centre, a sporting centre, riverside villas and high-end apartments, recreation area and a five-star hotel. Timex expects to complete the project by 2016.

Conformity to Strategic Planning for Dong Nai province

Timex believes this project will satisfy the essential needs of a developing society and comply with the development plan of Dong Nai province. Under this project, the zoning of a new urban centre is expected to be carried out to meet standards for modern living, construction efficiency and environmental preservation.

This project is expected to create jobs, improve the standard of living conditions for employees and members of the community, and generate investment profits for Timex and the state’s national revenue.

This project is considered a strategic project for both Timex and Dong Nai province to demonstrate to local and foreign investors the ability to build their own trade names in property development. It is also intended to serve as a pilot project for other property development projects in Dong Nai province, especially with regard to support services for enterprises operating in industrial parks in the province and neighbouring areas. This form of development is similar to those existing in industrial zones in Thailand and Malaysia.

Regulatory Approvals

On 24 May 2004, the People’s Committee of Dong Nai province issued Decision No. 852/QĐ.CT.UBT approving the detailed plan for this project with a total area of 405,605 square meters to include a high standard housing area for rent with 120 villas together with entertainment and tourism activities.

On 16 July 2004, the Chairman of the People’s Committee of Dong Nai province issued Decision No. 3183/Q ĐCT.UBT approving the lease to Timex of the land to be used for this project with a rental rate of VND1,000 per square meter per year.

On 14 December 2004, Timex and the People’s Committee of Dong Nai province entered into a lease agreement over the land to be used for this project with an area of 414,170.3 square meters. The term of this lease is 50 years from 16 July 2004 with an annual rental rate of VND1,000 per square meter per year for that portion of the land subject of construction, and agricultural land tax for that portion of the land to be devoted to areas of greenery and with water surface.

Timex has not yet paid the annual rental fees from 2004 to 2007. The People’s Committee of Dong Nai province allowed Timex to start paying only after the land was handed over in accordance with Official Letter No. 3390/CT-KK&KTT dated 24 December 2007 issued by the Tax Department of Dong Nai province.

On 9 October 2007, the People’s Committee of Dong Nai province amended its 2004 decision by issuing Decision No. 3378/QĐ-UBND which increased the total area of the project to 451,847 square meters.

Timex has completed the preliminary steps prior to obtaining the land use rights certificate for this project and has applied with the relevant authority for the same, which it expects to obtain in the first quarter of 2008. Thereafter, Timex will commence to apply for an investment certificate.

Site Area

The total area of the project site is 451,847 square meters, of which the area devoted for greenery and a golf course is 38,894 square meters.

This project aims at creating a balance in spatial zoning to ease the population concentration in Bien Hoa City and the nearby industrial parks, to reduce environment pollution and traffic congestion, and to boost the growth of tourism in Dong Nai province.

The proposed site area is 451,847 square meters and must meet the following parameters:

Project Parameters Area of greenery and a golf course 38,894 square meters Percentage of greenery per person for the whole area 29.9 square meters Power supply 1,000 kilowatt/person/24 hrs Construction period 9 years Project duration 50 years

Investment Capital

The total investment capital is estimated to be approximately VND4,200 billion, which will be disbursed as follows:

Phase of development Investment capital Activities 1st phase of development VND 1,000 billion Investment in infrastructure and golf course 2nd phase of development VND 500 billion Construction of high grade apartments, trading centre and villas 3rd phase of development VND 2,700 billion Construction of high grade apartments, recreation area and a five-star hotel.

This project will be funded from the proceeds from the offering of the Bonds, internally generated funds and banking facilities.

Phu Thanh Long Tan residential project

The Phu Thanh Long Tan residential project with a total area of 760 hectares located in Phu Thanh and Long Tan communes, Nhon Trach district, Dong Nai province was licensed on 4 September 2007 under Investment Certificate No. 4721000051 by the People’s Committee of Dong Nai Province. The investor is Nhon Trach Investment Joint Stock Company, a subsidiary of Timex. General Construction Consultancy Company of the Ministry of Construction (Nageco) has been appointed as project preparation consultant while URBIS International Limited has been appointed as project designer.

This project is in accord with the policy of Dong Nai province to encourage investment in the construction of residential units for employees in industrial parks and to help solve the problems of re-settlement, social order and safety, and environmental pollution. This project has the following development phases:

• 2005-2008: carrying out of compensation, soil survey, designing and construction of a number of basic infrastructure items.

• 2008-2011: construction of infrastructure, such as roads, electricity network, water supply/ drainage system, communications network, etc.

• 2008-2018: construction of houses with gardens, apartment buildings, adjacent houses, etc.

With a proposed investment capital of VND17,000 billion, the funding structure for this project is as follows:

• Self financed capital: VND 660 billion.

• Capital from joint venture and strategic partners to be identified: VND 12,026 billion.

• Capital from trade financing: VND 4,257 billion to be borrowed and repaid over 17 years.

Regulatory Approvals

On 14 November 2007, the People’s Committee of Dong Nai province issued Decision No. 3962/QD-UBND regarding the land allocation to Nhon Trach Investment Joint Stock Company to be able to carry out the construction of phase 1 of this project.

On 30 November 2007, the People’s Committee of Dong Nai province issued Official Letter No. 9723/UBND-KT prescribing the rates for payment of land use fee for this project. On 30 November 2007, Timex paid land use fees to the tax department of Dong Nai province for this project in the total amount of VND 560 billion.

On 17 December 2007, the People’s Committee of Dong Nai province issued Official Letter No. 10227/UBND-CNN regarding the additional allocation of land for this project.

This project is covered by an investment certificate and Timex is in the process of completing the procedures applicable for the issuance of the required land use rights certificate.

Property development companies

Timex currently operates the following companies that are involved in its property development business.

Tin Nghia Construction Enterprise

Established in 2004, Tin Nghia Construction Enterprise, a subsidiary of Timex, provides construction services to Timex’s industrial, traffic and civil works, undertakes the design and construction of work items for Timex, and serves the infrastructure operations of industrial parks, residential areas and real estate of Timex.

Tin Nghia Housing and Building Enterprise

Following the trend of new urban and residential areas development, Timex established Tin Nghia Housing and Building Enterprise in 2004 to undertake the construction of housing blocks in Tan Bien Residential Area which is adjacent to Tan Bien market or Old Sat market. Located on Highway 1A, Bien Hoa City, the four-hectare complex comprises 22 villas and 126 two-storey houses with supporting infrastructure. It is located in a populous region 38 kilometers away from Ho Chi Minh City.

Tan Bien market, owned by Tin Nghia Housing and Building Enterprise, is planned and designed as the major market in Bien Hoa City. This market has more than 650 trading sites and services relating to yard, stock house and waste water treatment system.

Tin Nghia Construction Designing and Consulting Joint Stock Company

Established in 2006, Tin Nghia Construction Designing and Consulting Joint Stock Company provides consultancy services and designs civil and industrial construction works, prepares documentation and tendering for investment projects, conducts construction surveys, and verifies design documentation and work estimates.

Tin Nghia Construction Joint Stock Company

Established in 2006, Tin Nghia Construction Joint Stock Company constructs civil and industrial works, and builds power lines and similar structures.

Phu Tin Housing Construction Joint Stock Company

Established in 2005, Phu Tin Housing Construction Joint Stock Company builds civil, industrial and traffic works, and is engaged in the business of real estate brokerage. It is currently developing a 15-hectare residential estate under the 210-hectare Tam Phuoc urbanization master plan, Tam Phuoc Commune, Long Thanh District, Dong Nai province, which is intended to host 900 residential units of different types such as re-settlement houses, staff dormitory, villas and apartments.

Logistics Services

Timex provides a diversified network of logistics service operations and freight management services.

Bien Hoa Inland Customs Clearance Depot

To offer better services to exporters and importers, Timex opened Bien Hoa Inland Customs Clearance Depot (“ICD Bien Hoa”) in May 1999. With an area of 180,000 square meters, ICD Bien Hoa functions as a border pass for the forwarding of imported and export goods, and provides services such as renting storages and bonded warehouses, freight forwarding, and door-to-door customs and insurance services. ICD Bien Hoa's storage system consists of nine bonded warehouses.

ICD Bien Hoa provides a comprehensive range of services to shipping companies to receive export goods from various places and to clear up their customs and loading procedures. ICD Bien Hoa is also a focused point of inspection for import–export goods in accordance with new customs regulations.

Timex has also invested in building a container freight depot at Long Tan Commune, Nhon Trach District, Dong Nai province starting in 2002. The construction of this project is still ongoing. This 10.5-hectare depot is designed to meet the demand of transporting, importing and exporting goods produced by enterprises in Nhon Trach and Long Thanh's industrial parks.

The table below lists the logistics projects of Timex that are under construction.

Investment Land Area Capital Warehouses/Ports (in hectares ) (in VND

Billion)

Phu Huu fuel dump 20 380 Phu Huu grocery port 20 380 Long Tan container freight depot 10.5 156

Transportation

Tan Phu bus stop service station 3.7 37 Xuan Loc bus stop service station 3 43

The investment capital for these projects will be funded 70% through bank loans and the remaining 30% by way of owner’s equity.

Industrial Estates

The map below shows the distribution of industrial zones in Vietnam.

(Source: http://www.grips.ac.jp/vietnam/VNIPs/Map.htm.)

Three of Timex's industrial estate developments are substantially completed.

Tam Phuoc Industrial Park

Established on 6 October 2003, Tam Phuoc Industrial Park located in the major economic area of south Vietnam is fully occupied by 50 overseas investors.

The two industrial complexes of Nhon Trach 3 and Tam Phuoc cover a range of business industries including lighting, mechanic, pharmaceutical, cosmetic, chemical, electric, electronic, construction material, textile and footwear.

Nhon Trach 3 Industrial Park - Stage 1

Established in 1997, Nhon Trach 3 Industrial Park is one of the key industrial parks in Dong Nai province with an initial area of 366 hectares for stage 1 of its development. It is located north of Bien Hoa City toward National Route 51 and is the hub of the key southern economic region of Vietnam for regional development and development of Nhon Trach City. This industrial park is a multi-industry zone offering full-support services to investors.

Bau Xeo Industrial Park

Bau Xeo Industrial Park, with an area of 506 hectares, is situated along the National Highway 1A near Long Thanh International Airport. A significant portion of this industrial park is occupied by overseas investors, including Woosung Vietnam of South Korea, San Lim Furniture of Indonesia and C.P Vietnam of Thailand.

Timex is currently developing seven other industrial estates with an expected total area of 2,104 hectares, as listed below.

Industrial Estate Land Area Investment Estimated (in hectares) Capital Completion Date (in VND Billion) Ong Keo Industrial Park 850 1,200 2009 Tan Phu Industrial Park 54 55 2008 Nhon Trach 3 Industrial Park 350 270 2008 (Stage 2) Nhon Trach 6A Industrial Park 100 150 2008 Song Thao Industrial Group 50 60 2008 An Phuoc Industrial Park 200 300 2009 Loc An-Binh Son Industrial Park 500 800 2010 Total 2,104 2,835

The investment capital for these projects is to be funded by way of bank loans.

Construction Materials

Timex operates the following companies that process construction materials.

Tin Nghia Granite Factory

Established in 1997, Tin Nghia Granite Factory is the first subsidiary of Timex to obtain the International Certificate of Quality Control ISO 9002. Equipped with imported machinery and technologies from Italy and France with capacity of 110,000 square meters per year, the factory exploits stone blocks, slabs and standard stones, supplies paving and decoration stones and undertakes paving work for office buildings and civil projects. Its material stone resources come from local quarries in Binh Dinh, Gia Lai and Khanh Hoa, and from foreign countries like Brazil, India and Egypt.

The factory also has service teams that design and build premium projects, specifically Hon Tre-Nha Trang Tourist Resort, Hanoi Commercial Center and Khanh Hoi apartment building in district 4, Ho Chi Minh City.

Tin Nghia Brick and Tile Factory

Established in 2004, Tin Nghia Brick and Tile Factory covers an area of six hectares in Nhon Trach 3 Industrial Park, Dong Nai province. This factory is equipped with a tunnel kiln system with a capacity of 30 million bricks per year and its main product is construction brick which is sourced from quality clay from Dong Nai province.

Trade and Related Services

Timex provides trade and related services through the following companies.

Hotel, Tourism, Service and Trade Center

Established in 1999, the Hotel, Tourism, Service and Trade Center engages in trading, servicing and tourism operations. Aside from petroleum trading, it rents out warehouses,

workshops and kiosks. It provides boating services in Dong Nai river which contributes in part to the tourism industry of Dong Nai province.

Dong Thuan Tourism Joint Stock Company

Dong Thuan Tourism Joint Stock Company operates the Den Gion Tourist Resort situated along the coast of Ninh Chu. This resort has 44 bungalows and 52 high-class rooms, and has a service area for camping, restaurants, tennis courts, spa and other recreational facilities.

Tri An Building Materials Exploitation Enterprise

Established on 28 June 2005, Timex formed Tri An Building Materials Exploitation Enterprise. It supplies construction materials such as soil, stones, sand and gravels.

Competition

Timex faces competition in different parts of its business operations.

Timex relies on imported oil and petroleum products. Any increase in global prices of these products will have an impact on Timex’s costs of production. In addition, oil and petroleum prices are fixed by the Government and any change in price by the Government affects Timex’s operations. Timex’s key competitor in the oil and petroleum business is Dong Nai Petroleum Company.

The agro-products of Timex compete with other brands such as VinaCafe and Trung Nguyen based on pricing quality, brand recognition and relationship with overseas wholesalers.

Timex competes with other developers of industrial estates in Dong Nai province such as Bien Hoa Industrial Park Development Company (Sonadezi) and Amata Vietnam Company Limited based on convenient location, infrastructure development, housing for employees and logistics services.

The property development market in Dong Nai province is becoming increasingly competitive. Timex competes with other developers such as Congty D2D and Housing and Urban Development Group for middle-class real estate business development. Timex believes that its strengths lie in the quality and aesthetic value of its real estate projects and infrastructure system. It also plans to cater to the lower segment by developing real estate projects for employees within industrial parks.

Timex faces competition in the building materials industry, including bricks and granite products, from cheaper exports from China. It competes in these markets based on quality and distribution network.

Timex’s bonded warehouse competes with other warehouse providers such as Tan Cang Port, Saigon Port, VICT (America), all of which have a relatively stronger position by holding a more sizeable share of the market. Timex expects competition from bonded warehouses in Ho Chi Minh City due to zoning development.

Employees

As at 31 December 2007, Timex had a total of 1,193 full-time equivalent employees of whom 316 held bachelor degrees and a further 24 held master’s degrees or PhD’s.

Timex believes that investment in human resources is important for its growth. As a result, Timex regularly reviews its remuneration structure in accordance with Vietnamese regulations. Employees belong to a trade union which negotiates salary for employees and participates in regular discussions. Timex believes that it maintains a good relationship with its employees and there is no history of industrial action by employees. Timex provides staff benefits including life and medical insurance benefits for its employees.

ORGANISATIONAL STRUCTURE The chart below sets out Timex’s organisational structure.

MEMBER COUNCIL

EXECUTIVE COMMITTEE SUPERVISION COMMITTEE

FUNCTIONAL DEPARTMENTS

NON- DEPENDENT SUBSIDIARIES JOINT- PRODUCTIVE COMPANIES VENTURE SECTOR SECTOR AND AFFILIATES

Head Office Dong Nai Thong Nhat Medical Check-up Container Port Joint Stock Centre Joint Stock Company Tin Nghia Company Agro-Product Processing Factory Long Binh Animal Nhon Trach Husbandry Products Investment Joint Venture Tin Nghia Joint Stock Granite Company Factory IDATA Joint Tin Nghia Venture Brick and Tile Dong Thuan Factory Tourism Joint Stock Company Nhon Trach 3 Industry Cheerhope Zone Development and Joint Venture Service Enterprise Tin Nghia Construction Designing and Phu Tin Housing Bien Hoa Inland Consulting Construction Joint Clearance Depot Joint Stock Stock Company Company Tin Nghia Construction Tin Nghia Tan Mai Enterprise Construction Wooden Joint Joint Stock Stock Company Company Tin Nghia House Trading and Building Enterprisemember Nhon Trach Dong Nai Real Estate Tourism Joint Stock Company Tri An Building Joint Stock Material Exploitation Company Enterprise Ninh Thuan Tourism Joint Stock Company Hotel, Tourism, Tin Nghia Service and Trade Investment & Center Development Joint Stock Company

Timex’s organisational structure comprises 25 member units including 10 dependent companies, seven majority owned subsidiaries and minority interest in eight joint venture companies.

Dependent companies

Timex has 100% ownership of the following dependent companies:

Name of Dependent Company Timex’s Interest Principal Business

Head Office 100% Real estate and leasing

Tin Nghia Agro-Product Processing 100% Processing and sale of Factory agro-products

Tin Nghia Granite Factory 100% Processing and sale of granite products

Tin Nghia Brick and Tile Factory 100% Processing and sale of construction bricks and tiles

Nhon Trach 3 Industry Zone 100% Operation of industrial Development and Service Enterprise park

Bien Hoa Inland Clearance Depot 100% Provision of logistics services

Tin Nghia Construction Enterprise 100% Provision of civil and industrial works

Tin Nghia Housing and Building 100% Construction Enterprise

Tri An Building Materials Exploitation 100% Sale of construction Enterprise materials

Hotel, Tourism, Service and Trade 100% Trade and related services Center

Majority owned Subsidiaries

Timex has the following percentage shareholdings in its seven majority owned subsidiaries:

Name of Subsidiary Timex’s Interest Principal Business

Dong Nai Container Port Joint Stock 60% Provision of logistics Company services

Nhon Trach Investment Joint Stock 50% Property development Company

Dong Thuan Tourism Joint Stock 50% Operation of Den Gion Company Tourist Resort

Tin Nghia Construction Designing 53% Consultancy and design of and Consulting Joint Stock Company civil and industrial works

Tin Nghia Construction Joint Stock 58% Construction of civil and Company industrial works

Nhon Trach Real Estate Joint Stock 70% Property development Company

Tin Nghia Investment & 53% Operation of industrial park Development Joint Stock Company

Minority Interests in Joint Venture Companies and Affiliates

Timex has minority interests in the following joint venture companies and affiliates:

Name of Joint Venture Company or Timex’s Interest Principal Business Affiliate

Thong Nhat Joint Stock Company 30% Operation of industrial park

Long Binh Animal Husbandry Products 26% Slaughtering and Joint Venture processing cattle and poultry meat

IDATA Joint Venture 30% Trading electronic, information and telecommunications equipment

Cheerhope Joint Venture 40% Sale of wooden products

Phu Tin Housing Construction Joint 40% Property development

Stock Company

Tan Mai Wooden Joint Stock Company 8.93% Processing different types of wood

Dong Nai Tourism Joint Stock 3.72% Tourism service Company

Ninh Thuan Tourism Joint Stock 10% Tourism service Company

Equitisation

Timex is making the necessary arrangements for the equitisation of two of its dependent companies (i.e., Hotel, Tourism, Service and Trade Center and Bien Hoa Inland Clearance Depot), which is scheduled to take place in 2008.

In addition, Timex intends to select and engage the services of a financial advisor that will assist Timex in its own equitisation process, corporate assessment and other matters, particularly, in the selection of strategic partners. It is expected that the detailed plan for its equitisation process will be submitted to the Dong Nai Provincial Party Committee for approval in 2008.

MANAGEMENT The following chart illustrates Timex’s management structure:

MEMBERS’ COUNCIL

GENERAL DIRECTOR

VICE GENERAL DIRECTOR IN VICE GENERAL DIRECTOR IN VICE GENERAL DIRECTOR VICE GENERAL DIRECTOR VICE GENERAL DIRECTOR CHARGE OF FINANCE CHARGE OF MANUFACTURE – IN CHARGE OF IN CHARGE OF IN CHARGE OF INVESTMENT AND ADMINISTRATION AND CONSTRUCTION – BUSINESS AND MARKETING DEVELOPMENT HUMAN RESOURCES MANAGEMENT OF PROJECT

DEPARTMENT INTERNAL DEPARTMENT INFORMATION DEPARTMENT PROJECT PROJECT OF AUDITING DEPARTMENT BUSINESS OF HUMAN TECHNOLOGY OF MANAGEMENT MANAGEMENT ACCOUNTING BOARD OF AND RESOURCES DEPARTMENT ADMINISTRATION BOARD 1 BOARD 2 AND FINANCE INVESTMENT MARKETING AND AND DEPARTMENT MANAGEMENT DEVELOPMENT

MANUFACTURE GROUP TRADING – SERVICES INFRASTRUCTURE CONSTRUCTION GROUP SHARE GROUP GROUP INDUSTRIAL PARKS GROUP

: Direct-line relationship : Professional and mutual support relationship

Member Council

The Member Council acts on behalf of Timex’s sole shareholder, Dong Nai Provincial Party Committee, to implement its rights and responsibilities and is accountable under applicable law to the sole shareholder. The Member Council comprises five members.

The names of the Chairman and the members who constitute the Member Council, as at the date of this Offering Circular, are set out below.

Name Title Quach Van Duc Chairman Nguyen Van Soai Member Nguyen Thi Bach Huong Member Lam Van Nghia Member Le Huu Tinh Member

Further details of the Member Council are set out below:

Quach Van Duc: Chairman

Birth date: 15 January 1959 Birthplace: Dong Nai, Vietnam Education: Master of Arts Nationality: Vietnamese Positions: - Aug 1976 – Sept 1990: Pricing Committee of Dong Nai province. - Oct 1990 to present: Timex.

Nguyen Van Soai – Member

Birth date: 5 October 1959 Birthplace: Dong Nai, Vietnam Education: Bachelor of Arts Nationality: Vietnamese Positions: - 1979 to 1987: Statistics Department of Dong Nai province. - 1988 to 1992: DONAVIK Dong Nai Company. - October 1992 to present: Timex.

Nguyen Thi Bach Huong - Member

Birth date: 5 February 1958 Birthplace: Long An, Vietnam Education: Master of Arts Nationality: Vietnamese Positions: - 1981 to 1986: 404 Factory, Logistics Department of 9th Military Zone. - 1986 to July 1989: Nutritional Powder Factory of Provincial Committee of Dong Nai province. - July 1989 to September 1989: Financial Section of Party Committee of Dong Nai province. - September 1989 to present: Timex.

Lam Van Nghia – Member

Birth date: 5 April 1958 Birthplace: Vinh Hiep Tan Uyen – Binh Duong, Vietnam Education: Master of Arts Nationality: Vietnamese Positions: - 1985-1989: Head of Bee Fostering Team of Dong Nai Bee and Honey Company. - 1989-1992: Deputy Director of Dong Nai Bee and Honey Company. - 1992-1997: Director of Dong Nai Bee and Honey Company. - 1997-2004: Commissioner of Head Office of Dong Nai Provincial Party Committee. - 2004-Present: Deputy Head of Head Office of Dong Nai Provincial Party Committee.

Le Huu Tinh - Member

Birth date: 18 February 1965 Birthplace: Quang Ngai, Vietnam Education: Doctor of Philosophy Nationality: Vietnamese Positions: - December 1987 to August 1991: General Office of the Statistics Department of Dong Nai. - August 1991 – present: Timex.

Board of Directors

The General Director and the Deputy General Directors constitute the Board of Directors. The General Director manages the daily operations of Timex and is accountable under applicable law to the Member Council. The names of the members of the Board of Directors, as at the date of this Offering Circular are set out below, all of whom are engaged full-time in the business of Timex.

Name Title Quach Van Duc General Director Nguyen van Soai Vice General Director Nguyen Thi Bach Huong Vice General Director Cao Ngoc Duc Vice General Director Le Huu Tinh Vice General Director Quach Tien Thinh Vice General Director

Further details of the respective members of the Board of Directors are set out below:

Quach Van Duc: General Director

See above information.

Nguyen Van Soai: Vice General Director

See above information.

Nguyen Thi Bach Huong: Vice General Director

See above information.

Cao Ngoc Duc: Vice General Director

Birth date: 23 January 1957 Birthplace: Vinh Phu, Vietnam Education: Master of Arts Nationality: Vietnamese Positions: - December 1980 to May 1982: Military Staff Section F310 - 7th Military Zone. - June 1982 to August 1983: Military Staff Section of Group 600 - 7th Military Zone. - September 1983 to December 1985: Planning Department of United Enterprise 600 – Ministry CNTP. - January 1986 to March 1993: United Enterprise 600 – People’s Committee of Dong Nai province. - April 1993 – October 1995: Economic Section of Party Committee of Dong Nai province. - November 1995 to present: Timex.

Le Huu Tinh: Vice General Director

See above information.

Quach Tien Thinh: Vice General Director

Birth date: 23 August 1964 Birthplace: Ho Chi Minh City, Vietnam Education: Bachelor of Arts Nationality: Vietnamese Positions: - November 1982 to July 1999: Saigon Port. - August 1999 to present: Timex.

GOVERNMENT REGULATION AND ASSISTANCE

Regulatory Oversight

The Dong Nai Provincial Party Committee, Timex’s sole shareholder, is tasked with the oversight of Timex.

Dong Nai Provincial Party Committee has the following rights:

– to approve Timex’s Charter and any amendments to it;

– to approve the objectives, strategies and long-term plans of Timex;

– to make decisions on Timex’s organisational and managerial structure, appointment and removal of, compensation, salary and other benefits for, the Council’s Members, the General Director and the Supervision Committee;

– to make decisions, at the proposal of the Member Council, on investment projects and plans to use Timex’s capital and assets for contributing capital to, or purchasing shares in, other companies at an amount equal to 50% or more of the total asset value stated in the most recent financial statements of Timex;

– to make decision on solutions for market development, marketing and technology;

– to make decisions, at the proposal of the Member Council, on assignment and liquidation of assets at an amount equal to 50% or more of the total asset value stated in the most recent financial statements of Timex;

– to make decisions on the increase of Timex’s charter capital, assignment of all or part of Timex’s charter capital to other organisations and individuals;

– to make decisions, at the proposal of the Member Council, on the set-up of subsidiaries, on purchasing shares in, or contributing capital to, other companies at an amount equal to 50% or more of the total asset stated in the most recent financial statements of Timex;

– to organise the supervision and evaluation of Timex’s business operation;

– to make decisions on use of profits after Timex has performed its taxation and other financial obligations;

– to make decisions on Timex’s re-organisation, dissolution and application for bankruptcy; and

– to recover the entire value of Timex’s assets after the completion of its dissolution or bankruptcy.

Taxation and other payments to the Central and Provincial Government

Timex pays corporate income tax at the rate of 28% which amounted to approximately VND7,151 million for the year ended 31 December 2006. A 10% value added tax is applied to most domestic sales. Export sales are zero-rated.

Pursuant to the Financial Regulation approved by the Dong Nai Provincial Party Committee in June 2006, Timex is required to pay an annual dividend to the Dong Nai Provincial Party Committee, its sole shareholder, equal to 20% of its net profit after tax. The dividends payable to the Dong Nai Provincial Party Committee were VND6,781 million as at 31 December 2005 and VND6,064 million as at 31 December 2006. For the year ended 31 December 2006, Timex paid the Dong Nai Provincial Party Committee VND 828 million with the remaining amount accounted for as dividends payable to the Dong Nai Provincial Party Committee.

Loans and Guarantees from, or via, the Government

Please see the section headed “Description of Material Indebtedness”.

DESCRIPTION OF MATERIAL INDEBTEDNESS

Timex and certain of its subsidiaries have entered into a number of loan agreements, facility letters, security agreements and guarantee agreements with various financial institutions. As at 30 September 2007, total loans from banks were VND 898 billion, consisting of short-term debt of VND 480 billion, and medium and long term debt of VND 418 billion.

Set forth below is a summary of the material principal financing facilities of Timex.

Financing Facility Amount Creditor

(as at 30 September 2007)

Short-term loans VND 153 billion Bank for Investment and Development of Vietnam - Dong Nai Branch;

VND 106 billion Bank for Agriculture and Rural Development of Vietnam – Dong Nai Branch; and

VND 102 billion Bank for Foreign Trade of Vietnam – Dong Nai Branch.

Long-term loans VND 118 billion Bank for Investment and Development of Vietnam - Dong Nai Branch;

VND 87 billion Bank for Agriculture and Rural Development of Vietnam – Dong Nai Branch;

VND 78 billion Bank for Foreign Trade of Vietnam – Dong Nai Branch; and

VND 68 billion Cathay Chu Lai Bank.

TERMS AND CONDITIONS OF THE BONDS

The following are the terms and conditions of the Bonds substantially in the form in which will be endorsed on the Bond Certificates.

1. Form, Denomination and Title

(a) Form and Denomination

The per cent. Bonds due (the “Bonds”) of Tin Nghia Company, Limited (the “Issuer”) are in registered form in the denomination of VND1 billion each (and such other denominations as may be necessary to satisfy the eligibility requirements of any stock exchange in respect of which an application may be made to list the Bonds).

. (b) Title

Empower Securities Corporation or any duly authorised and appointed successor (the “Registrar”) will initially maintain a register (the “Register”) in respect of the names of the owners of the Bonds (each a “Holder” and a “Bondholder” shall be construed accordingly) showing:

(i) the names and addresses of the Holders for the time being of the Bonds;

(ii) the amount of Bonds held by each Holder;

(iii) the bank account details of the Holder for the purposes of payments in respect of the Bonds.

A certificate (each a “Bond Certificate”) will be issued by the Registrar to each Bondholder in respect of its registered holding. Each Bond Certificate will be numbered severally with an identifying number which will be recorded in the Register.

Title to the Bonds passes only upon completion of the transfer procedures prescribed by the Registrar and registration of the transferee’s details in the Register. The Registrar shall procure delivery to the transferee of a Bond Certificate of a like principal amount to the Bonds transferred certifying that the name of the transferee and its holding of Bonds is registered on the Register. Administrative transfer costs may be levied by the Registrar on the transfer of Bonds in accordance with Vietnamese law and market practice.

The Holder of each Bond shall be treated as the absolute owner of such Bond for all purposes and shall be entitled to all payments, notices, reports and rights in respect of such Bonds. Any certificate or other document issued by the Registrar, as to the principal amount of Bonds standing to the credit of a Holder in the Register shall be conclusive and binding for all purposes, except in the case of manifest error.

2. Status

The Bonds constitute, and will at all times hereafter constitute, direct, unconditional, unsecured and unsubordinated obligations of the Issuer and shall at all times rank pari passu among themselves, without any preference one over the other by reason of priority of date of issue or currency of payment or otherwise, and equally with all other present and future unsecured and unsubordinated general obligations of the Issuer (subject to certain statutory exceptions under the laws of Vietnam).

3. Interest

The Bonds bear interest from and including (the “Issue Date”) to but excluding or such other due date for redemption, at the rate of per cent. per annum, payable annually in arrears on in each year or, if any such date is not a business day (being a day on which banks are open for business in Vietnam), on the first following day which is a business day (each an “Interest Payment Date”).

Each Bond will cease to bear interest from the due date for redemption unless payment of principal is improperly withheld or refused. In such event, it shall continue to bear interest at such rate (both before and after judgment) until the day on which all sums due in respect of such Bond up to that day are received by or on behalf of the relevant holder. If interest is required to be calculated for a period of less than one year, it will be calculated on the basis of a 360-day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

4. Payments by the Registrar

Payment in respect of the Bonds shall be made on the due date of such payment by the Registrar on behalf of the Issuer, to the designated bank accounts of the Holders whose names are shown on the Register. The Holders have to provide the Registrar information about their bank accounts seven days before the due date for payment.

5. Redemption and Purchase

Unless previously redeemed pursuant to Condition 7 or purchased pursuant to the provisions hereof, the Bonds will be redeemed at their principal amount on .

(a) Purchases

The Issuer may at any time offer to purchase beneficially, or procure others to offer to purchase beneficially for its account, Bonds in any manner and at any price. Any purchase by tender shall be made available to all Bondholders alike. Any Bonds purchased by the Issuer or its Subsidiaries (as defined in Condition 7) will not count in any quorum for the purposes of any meeting of Bondholders to determine matters in respect of actions with regard to the Issuer.

(b) Cancellation

All Bonds which are redeemed and all Bonds surrendered for cancellation pursuant to this Condition will forthwith be cancelled and may not be reissued or resold.

6. Taxation

All payments in respect of the Bonds by the Issuer shall be made after withholding or deduction for, or on account of, any taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed or levied on such payment by or on behalf of Vietnam, or any political sub-division of, or any authority in, or of, the Government of Vietnam having power to tax.

Administrative transfer costs may be levied by the Registrar on the transfer of Bonds in the secondary market, in accordance with Vietnamese law and market practice.

7. Events of Default

If any of the following events occurs and is continuing:

(a) Non-Payment: the Issuer fails to pay principal of or interest on any of the Bonds, when due, and such failure continues for 14 days; or

(b) Breach of Other Obligations: the Issuer defaults in performance or observance of or compliance with any of its other obligations set out in the Bonds which default is incapable of remedy or is not remedied within 30 days after notice of such default shall have been given to the Issuer by any Bondholder; or

(c) Cross-Default: any Indebtedness having an aggregate principal and interest amount exceeding VND 100 billion (or its equivalent in any other currency) of the Issuer shall become prematurely repayable following a default, or steps are taken to enforce any security therefor, or the Issuer defaults in the repayment of any such Indebtedness at the maturity thereof (or at the expiration of any applicable grace period therefor, if any) or any such Indebtedness shall not be honoured when due and called upon or any guarantee or indemnity given by the Issuer in respect of any Indebtedness of any other person is not honoured when due and called upon; or

(d) Insolvency: the Issuer becomes insolvent or is unable, or admits its inability, to pay its debts as they mature or applies for or consents to or suffers the appointment of an administrator, liquidator or receiver of the Issuer or of the whole or any part of the undertaking, property, assets or revenues of the Issuer or takes any proceeding under any law for a readjustment or deferment of its obligations or any part of them or makes or enters into a general assignment or an arrangement or composition with or for the benefit of any one or more of its creditors; or

(e) Winding-up: an order is made or an effective resolution passed for bankruptcy, liquidation or winding-up of the Issuer or any of its Principal Subsidiaries, or the Issuer or any of its Principal Subsidiaries shall have taken any action for the purpose of bankruptcy, liquidation or winding-up (except where the Issuer is liquidated in connection with a merger or Permitted Restructuring (as defined herein) and the corporation in existence after the merger or Permitted Restructuring assumes all the obligations under the Bonds); or

(f) Enforcement Proceedings: any execution, attachment, distress or other legal process is levied or enforced upon or against any substantial part of the property, assets or revenues of the Issuer or any of its Principal Subsidiaries, or any person having a security interest takes possession of or forecloses on such part; except where such attachment, distress, execution or other legal process is being contested in good faith or is stayed within 60 days of having been so levied or enforced; or

(g) Suspension of Business: the Issuer suspends or threatens to suspend all or a substantial part of its operations or ceases, or threatens to cease, to carry on all or a substantial part of its business as carried on at the date of the issue of the Bonds; or

(h) Status of Issuer: if the Issuer ceases for any reason whatsoever to be validly constituted and existing under the Law on State-Owned Enterprises or the Law on Enterprises or any succeeding decrees, or any re-enactment thereof or any other legislation, action or proceeding is enacted, taken or instituted by the Issuer or by any other person which results in the Issuer ceasing to carry on its business or any substantial part thereof or the Issuer being dissolved, merged or consolidated or its establishment being revoked or repealed, except in accordance with a Permitted Restructuring, as defined below; or

(i) Unlawfulness: at any time it becomes unlawful for the Issuer to perform any of its payment obligations under these Conditions; or

(j) Authorisations and Consents: any action, condition or thing (including the obtaining or effecting of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration) at any time required to be taken, fulfilled or done in order: (i) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under the Bonds, and (ii) to ensure that those obligations are legally binding and enforceable, is not taken, fulfilled or done; or

(k) Change of Control: in the event that the Government of Vietnam ceases to beneficially own at least 51 per cent of the issued share capital of the Issuer,

then any Bond may, by notice in writing given to the Issuer at its specified office by the Holder, be declared immediately due and payable, whereupon it shall become immediately due and payable at its principal amount together with accrued interest without further formality, unless such event of default shall have been remedied prior to the receipt of such notice by the Issuer.

In this Condition 7:

“Indebtedness” means any indebtedness in respect of:

(i) moneys borrowed;

(ii) any debenture, bond, note, loan stock or other security;

(iii) any acceptance credit;

(iv) receivables sold or discounted (otherwise than on a non-recourse basis);

(v) the acquisition cost of any asset to the extent payable before or after the time of acquisition or possession by the party liable where the advance or deferred payment is arranged primarily as a method of raising finance or financing the acquisition of that asset;

(vi) any lease entered into primarily as a method of raising finance or financing the acquisition of the asset leased;

(vii) any currency swap or interest rate swap, cap or collar arrangement or any other derivative transaction protecting against or benefiting from fluctuations in any rate or price (and, except for non-payment of an amount, the then mark- to-market value of the derivative transaction will be used to calculate its amount);

(viii) any amount raised under any other transaction having the commercial effect of a borrowing or raising of money;

(ix) any counter-indemnity obligation in respect of any guarantee, indemnity, bond, letter of credit or any other instrument issued by a bank or financial institution; or

(x) any guarantee, indemnity or similar assurance against financial loss of any person in respect of any items referred to in the above paragraphs.

“ Permitted Restructuring” means the assumption of all, or substantially all, of the Issuer's assets and liabilities by any company (whether limited liability or joint stock) which assumes all or substantially all of the assets of and liabilities of the Issuer, no later than 31 December 2011, pursuant to Article 166.1 of the Law on Enterprises.

“Principal Subsidiary” means at any relevant time a Subsidiary of the Issuer:

(i) whose total assets or gross revenues (or, where the Subsidiary in question itself has Subsidiaries, whose total aggregated assets or gross aggregated revenues, as the case may be) attributable to the Issuer represent not less than 10 per cent. of the total aggregated assets or the gross aggregated revenues of the Issuer, all as calculated by reference to the then latest audited accounts of such Subsidiary and of any other entity which is a Subsidiary of that Subsidiary and which would, if the latter Subsidiary produced aggregated accounts, be included in such aggregated accounts and the then latest aggregated accounts of the Issuer; or

(ii) to which is transferred all or substantially all of the assets and undertakings of a Subsidiary which immediately prior to such transfer is a Principal Subsidiary.

“Subsidiary” means an entity in which the Issuer holds at least 50 per cent of its issued share capital.

8. Replacement of Bond Certificates

Should any Bond Certificate be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Registrar, subject to all applicable laws and regulations, upon payment by the claimant of the expenses incurred in connection

with the replacement and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Bond Certificates must be surrendered before replacements will be issued.

9. Meetings of the Bondholders, modification and waiver

(a) Meetings of the Bondholders

(i) A meeting of Bondholders may be convened by the Issuer, or by Bondholders holding not less than 10 per cent. in nominal amount of the Bonds for the time being remaining outstanding (in the latter case, with or without notice to the Issuer), on not less than 21 days’ written notice.

(ii) Subject to (a)(iii) below, the quorum at any such meeting shall be one or more persons holding or representing not less than 50 per cent. in nominal amount of the Bonds for the time being outstanding, or at any adjourned meeting one or more persons being or representing Bondholders whatever the nominal amount of the Bonds so held or represented.

(iii) At any meeting, the business of which includes modifying the date of maturity of the Bonds or any date for payment of interest thereof, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Bonds or altering the currency of payment of the Bonds (an “Excluded Matter”), the quorum shall be one or more persons holding or representing not less than 75 per cent. in nominal amount of the Bonds for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing a clear majority in nominal amount of the Bonds for the time being outstanding.

(iv) A resolution passed by Bondholders representing not less than 75 per cent. in nominal amount of the Bonds for the time being outstanding and voting at the meeting shall be binding on all the Bondholders, (whether or not they are present at the meeting) provided that any Excluded Matter shall require the consent of all Bondholders (whether present or not at any meeting), and the Issuer.

(b) Modification and Waiver

The Registrar and the Issuer may agree, without the consent of the Bondholders, to:-

(i) any modification (except as mentioned above) of the Registrar and Paying Agency Agreement which is not prejudicial to the interest of the Bondholders; or

(ii) any modification of the Bonds which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the laws of Vietnam.

Any such modification shall be binding on the Bondholders and any such modification shall be notified to the Bondholders in accordance with Condition 9 as soon as practicable thereafter.

10. Notices

Notices to Holders shall be mailed to them at their respective addresses in the Register and shall be deemed to have been given on the fourth business day in Vietnam after the date of mailing.

11. Further Issues

The Issuer may from time to time, without the consent of the Bondholders, create and issue further securities either having the same terms and conditions as the Bonds in all respects (or in all respects except for the first payment of interest on them) and so that such further issue shall be aggregated and form a single series with the outstanding securities of any series (including the Bonds) or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the Bonds include (unless the context requires otherwise) any other securities issued pursuant to this Condition and forming a single series with the Bonds.

12. Governing Law

The Bonds are governed by, and shall be construed in accordance with, the laws of Vietnam.

13. Immunity

To the extent that the Issuer has sovereign or other immunity from suit, or jurisdiction of any court, or from any legal process with respect to itself or its property, the Issuer irrevocably waives such immunity hereunder and with respect to or in connection with the Bonds or any of them.

TAXATION

The statements herein regarding taxation are based on the laws in force as at the date of this Offering Circular and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of the Bonds and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities) may be subject to special rules.

Prospective purchasers of the Bonds are advised to consult their own tax advisers as to the tax consequences of the purchase, ownership and disposition of the Bonds, including the effect of any state or local taxes, under the tax laws applicable in Vietnam and each country of which they are residents.

Personal Income Tax

Currently, no personal income tax in Vietnam is required to be withheld from or is chargeable on payments of principal or interest in respect of the Bonds held by Vietnamese or foreign individuals ordinarily resident in Vietnam or in respect of any capital gains arising from the sale of the Bonds.

On 21 November 2007, the National Assembly passed the Law on Personal Income Tax (the “Personal Income Tax Law”) which will become effective on 1 January 2009.

Pursuant to the Personal Income Tax Law, an individual investor’s income from investments in securities will be taxed. In particular, interest in respect of any Bonds which are held by individual investors will be taxed at a flat rate of 5%. In addition, a transfer of Bonds will be subject to tax at the rate of 20% on any net gain on disposal (if a taxable gain has been made by the transferor) or tax at the rate of 0.1% on the gross sale proceeds (if a taxable gain cannot be determined) which amounts will be required to be withheld by the Registrar.

Corporate Income Tax

Vietnamese corporate income tax is payable by every corporate entity carrying on a trade, profession or business in Vietnam in respect of profits arising in or derived from Vietnam from such trade, profession or business.

According to the legislation on corporate income tax, interest on the Bonds will form part of the overall income of a domestic corporate entity and therefore will be subject to corporate income tax but no tax is required to be withheld on payments made to corporate entities resident, for tax purposes, in Vietnam. However, the Registrar, as paying agent, is required by law to withhold and collect corporate income tax on payments of interest on the Bonds made to foreign investors.

Under the legislation on corporate income tax as it is currently applied by the Ministry of Finance, interest on the Bonds held by foreign investors will be subject to corporate income tax which will be charged on an estimated tax basis at a rate of 0.1 per cent. of the par value and coupon of the Bonds.

Any capital gains from the sale of the Bonds held by foreign investors will be subject to corporate income tax which is charged on an estimated tax basis at a rate of 0.1 per cent. of the sale price of the Bonds.

Value Added Tax

No value added tax will be chargeable upon the issue or subsequent transfer of a Bond.

NOTICE TO INVESTORS

No action has been taken or will be taken in any jurisdiction that would permit a public offering of the Bonds, or possession or distribution of this Offering Circular or any amendment or supplement thereto or any other offering or publicity material relating to the Bonds, in any country or jurisdiction where action for that purpose is required.

United States of America

The Bonds have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulations under the U.S. Securities Act) except in certain transactions exempt from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

The Bonds are being offered and sold outside of the United States in compliance with Regulation S under the U.S. Securities Act.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Member State (the "Relevant Implementation Date") no offer of Bonds which are the subject of the offering contemplated by this Offering Circular may be made to the public in that Relevant Member State, except that, with effect from and including the Relevant Implementation Date, an offer of Bonds to the public in that Relevant Member State may be made:

(i) if the offer document in relation to the Bonds specifies that an offer of those Bonds may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a "Non-exempt Offer"), following the date of publication of a prospectus in relation to such Bonds which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the pricing supplement contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or pricing supplement, as applicable; or

(ii) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; or

(iii) at any time to any legal entity which has two or more of (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than €43,000,000 and (c) an annual net turnover of more than €50,000,000, as shown in its last annual or aggregated accounts; or

(iv) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Issuer for any such offer; or

(v) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Bonds shall result in a requirement for the publication by the Issuer or any other person of a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

The expression “an offer of Bonds to the public" in relation to any Bonds in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe the Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended, the "FSMA") has only been communicated or caused to be communicated and will only be communicated or caused to be communicated to persons who have professional experience in matters relating to investments falling within Article 19(5) of the FSMA (Financial Promotion) Order 2005 or in circumstances in which section 21 of the FSMA would not apply to the Issuer. In addition, all applicable provisions of the FSMA with respect to anything done in relation to the Bonds in, from or otherwise involving the United Kingdom, have been or will be complied with.

Hong Kong

The Bonds have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance.

No person will issue or have in their possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Bonds which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Bonds which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

Singapore

This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the Bonds have not been offered or sold, nor will the Bonds be or be offered, sold or the subject of an invitation for subscription or purchase nor will the Bonds be distributed nor will this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Bonds, whether directly or indirectly, be circulated or distributed, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter

289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Bonds are subscribed or purchased under Section 275 of the SFA by a relevant person who is:-

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Bonds pursuant to an offer made under Section 275 of the SFA except:-

(1) to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of Bonds or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

(2) where no consideration is or will be given for the transfer; or

(3) where the transfer is by operation of law.

Vietnam

The Bonds may not be the subject of a public offering in Vietnam and may only be offered in Vietnam in accordance with Decree 52/2006/ND-CP (Issuance of Enterprise Bonds) dated 19 May 2006.

GENERAL INFORMATION

1. Litigation

There are no pending actions, suits or proceedings against or affecting the Issuer, its subsidiaries or any of their properties, which are reasonably likely to be determined adversely to the Issuer or its subsidiaries, and if so determined would individually, or in the aggregate, have a material adverse effect on the condition (financial or other), prospects, results of operations or general affairs of the Issuer and its subsidiaries taken as a whole, or would materially and adversely affect the ability of the Issuer to perform its obligations under the Bonds or which are otherwise material in the context of the Bonds.

2. Authorisations

The Issuer has obtained all necessary consents, approvals and authorisations as may be required in connection with the issue and performance of the Bonds including the approval of the Ministry of Finance in the form of Official Letter No. 15987/BTC- TCNH dated 26 November 2007. The issue of the Bonds was approved by a resolution of the Member Council on 7 November 2007.

3. No Material Adverse Change

There has been no material adverse change in the financial or trading position or prospects of the Issuer since 31 December 2006, the most recent date for which aggregated financial statements of the Issuer are currently available.

4. Available Documents

Copies of the Issuer's most recent interim report (if any) and annual report, together with its most recent financial statements and auditor’s report thereon, may be obtained from the head office of the Issuer.

ISSUER

Tin Nghia Company Limited 96 National Highway No. 1 Quyet Thang Ward, Bien Hoa City Dong Nai province Vietnam

AUDITORS

Auditing and Consulting Company Limited (a member of HLB International) 229 Dong Khoi Street District 1, Ho Chi Minh City Vietnam

REGISTRAR AND PAYING AGENT

Empower Securities Corporation Central Garden Building 225 Ben Chuong Duong Street District 1, Ho Chi Minh City Vietnam

LEAD ARRANGER

BNP Paribas, Ho Chi Minh City Branch Suite 504, Saigon Tower 29 Le Duan Street District 1, Ho Chi Minh City Vietnam

LEGAL ADVISERS as to Vietnamese law

Johnson Stokes & Master

3rd Floor 17th Floor, Saigon Tower 27 Ly Thai To Street 29 Le Duan Street Hanoi District 1, Ho Chi Minh City Vietnam Vietnam