Table of Contents s85

EQUITIZATION STEERING COMMITTEE OF CIVIL ENGINEERING CONSTRUCTION CORPORATION NO.1 RECOMMENDS INVESTORS TO CAREFULLY READ INFORMATION IN THIS DOCUMENT AND AUCTION REGULATION BEFORE REGISTERING AND PARTICIPATING IN THE OFFERING.

AUCTION IMPLEMENTATION AND CONSULTANT ORGANIZATION SAI GON – HANOI SECURITIES JOINT STOCK COMPANY Head Office: 3rd Floor, Union Conference Center, No.1 Yet Kieu, Hanoi Tel: (84-4) 3818 1888 Fax: (84-4) 3818 1688 Ho Chi Minh City Branch: 3rd Floor, Artex Building, No. 236 – 238 Nguyen Cong Tru, District. 1, Ho Chi Minh City Tel: (84-8) 3915 1368 Fax: (84-8) 3915 1369 Da Nang Branch: No. 97 Le Loi, Hai Chau District, Da Nang City Tel: (84-511) 3525 777 Fax: (84-511) 3525 779 ISSUING ORGANIZATION

CIVIL ENGINEERING CONSTRUCTION CORPORATION NO.1 Address: No 623, La Thanh Road, Thanh Cong Ward, Ba Dinh District, Hanoi City Tel: 043 8350930 Fax: 043 7721232

February 2014 CIVIL ENGINEERING CONSTRUCTION CORPORATION NO.1 OFFERING CICULAR

TABLE OF CONTENTS I. INFORMATION ABOUT THE INITIAL PUBLIC OFFERING...... 3 1. Issuing Information...... 3 2. Shares for offering...... 3 3. Offering Circular about organizations registering for purchasing shares...... 4 II. LEGAL BASIS RELATED TO THE OFFERING...... 4 III. PEOPLE TAKE MAIN CHARGE OF CONTENTS OF OFFERING CIRCULAR...... 4 IV. DEFINITION, ABBREVIATED NAMES ARE USED IN THE OFFERING...... 5 V. INFORMATION ABOUT EQUITIZATION ENTERPRISE...... 5 1. Introduction to Corporation...... 5 2. History about formation and development...... 6 3. Business sectors and industries...... 6 4. Organizational structure and management...... 7 5. Major products...... 9 6. Labor situation transformed into Joint Stock Company...... 9 7. Value of enterprise on 30/06/2013...... 10 8. Major assets of enterprise...... 12 9. List of Parent Companies, Subsidiaries of Equitization Enterprise...... 16 10. Situation of business operation and income statement in 3 years before equitization...... 21 11 Position of Corporation compared with other enterprises in the same sector...... 37 VI. PLANS OF BUSSINESS PRODUCTION OPERATION AFTER EQUITIZATION...... 40 1. Name of Joint Stock Company, business sectors and industries...... 40 3. Organizational structure of management, administration and control of the Joint Stock Company...... 41 4. Business production plan of the Corporation after the implementation of equitization.....44 4.1 Orientation & Development Strategy after equitization...... 44 4.2 The system of basic economic indicators of business production plan in three consecutive years after equitization...... 53 4.3 Solutions and basis for implementing criteria of the plan...... 53 5. Charter capital and structure of chater capital of joint-stock company...... 57 VII. METHODS OF SELLING AND PAYING MONEY FOR PURCHASING SHARE...... 57 VIII. PLANS OF USING THE COLLECTED MONEY FROM EQUITIZATION...... 60 IX. RISK FACTORS INFLUENCE TO OPERATION OF BUSINESS PRODUCTION OF EQUITIZATION ENTERPRISE...... 61 1. Risks of the economy...... 61 2. Risks of legal framework...... 63 3. Specific risks...... 63 4. Risks of the offering...... 64 5. Other risks...... 64 X. CONCLUSION...... 65

Consultant Organization: SAI GON – HA NOI SECURITIES JOINT STOCK COMPANY Page 2 CIVIL ENGINEERING CONSTRUCTION CORPORATION NO.1 OFFERING CICULAR

I. INFORMATION ABOUT THE INITIAL PUBLIC OFFERING 1. Issuing Information

CIVIL ENGINEERING CONSTRUCTION Name of company : CORPORATION NO.1 No 623, La Thanh Road, Thanh Cong Ward, Ba Dinh Address : District, Hanoi City Tel : 043.8350930 Fax : 043.7721232 Charter Capital of Joint Stock : 700.000.000.000 VND Company Par value of share : 10.000 VND/share Total share : 70.000.000 shares In which: 24.500.000 shares, accounted for 35% of - State owned shares : charter capital 7.616.500 shares, accounted for - Preferred shares for employees : 10,88% of charter capital 21.700.000 shares, accounted for - Shares for strategic investors : 31,00% of charter capital 16.183.500 shares, accounted for 23,12% - Offering amount : of charter capital 2. Shares for offering

16.183.500 shares, accounted for 23,12% of Number of offering shares : charter capital Type of offering share : Ordinary share Offering the first share of Enterprise with 100% of Form of the offering : Equitization State capital as the method of auction through intermediate organization The starting price : 10.000 VND/share The minimum number of shares which each investor is allowed to : 100 shares register The maximum number of shares which each investor is allowed to : 16.183.500 shares register

3. Offering Circular about organizations registering for purchasing shares Location for providing Offering Circular, receiving registration, receiving deposit, distributing notes for participating, receiving the notes: According to the regulation on Innitial Public Offering of the Civil Engineering Construction Corporation No 1 issued by Hanoi Stock Exchange. II. LEGAL BASIS RELATED TO THE OFFERING - Decree No. 59/2011/ND-CP dated on 18/07/2011 of the Government about transferring 100% State Own Enterprises into Joint Stock Company; - Circular No. 196/2011/TT-BTC dated on 26/12/2011 of Ministry of Finance about the guidance for initial public offering and managing, using the collected money from equitization of Enterprise with 100% State Own Enterprises into Joint Stock Companies; - Pursuant to Decision No. 49/QD-BGTVT dated on 08/01/2013 of Ministry of Transport about the Parent Company’s equitization - the Civil Engineering Construction Corporation No 1; - Decision No 3166/QD-BGTVT dated on 10/10/2013 of Ministry of Transport on approving Parent Company’s Value - the Civil Engineering Construction Corporation No 1 to be equitized; - Pursuant to Decision No. 50/QD-BGTVT dated on 08/01/2013 of Ministry of Transport on the establishment of the Steering Committee for the Parent Company - the Civil Engineering Construction Corporation No 1; - Decision No.25/QD-TTg dated on 06/01/2014 of Prime Minister on the approval of Parent Company’s equitization method - the Civil Engineering Construction Corporation No 1; - Decision No.121/QD-BGTVT dated on 13/01/2014 of Ministry of Transport on the approval of the starting price and strategic investors in the equitization of the Parent Company - the Civil Engineering Construction Corporation No 1; - Pursuant to Contract No. 1628A/2013/SHS-HĐTV dated on 10/12/2013 between the Sai Gon – Hanoi Securities Joint Stock Company and the Civil Engineering Construction Corporation No 1 about consultant services for auction. III. PEOPLE TAKE MAIN CHARGE OF CONTENTS OF OFFERING CIRCULAR 1. Steering Committee of Equitization:

Title: Chairman of Member Council of the Civil Mr Pham Dung Engineering Construction Corporation No 1 - Head

The Offering Circular was written by the Equitization Enterprise and the Consultant Organization and approved by the Steering Committee of Equitization.

2. Equitization Enterprise: CIVIL ENGINEERING CONSTRUCTION CORPORATION NUMBER 1

Mr Can Hong Lai Title: General Director

We ensure that information and data in this Offering Circular suitable for reality that we are known, or investigated, collected reasonably for investors to be able to assess about assets, financial situation, business result and prospect of the Civil Engineering Construction Corporation No 1 before registering auction for purchasing shares. 3. Consultant Organization: SAI GON – HANOI SECURITIES JOINT STOCK COMPANY (SHS)

Mr. Vu Duc Tien Title: Deputy Director General (According to the Letter of Attorney No. 08/2013/UQ-TGD dated on 02/03/2012 of the General Director of Sai Gon – Hanoi Securities Joint Stock Company) The Offering Circular was made by Sai Gon - Hanoi Securities Joint Stock Company based on the consultant contract with the Civil Engineering Construction Corporation No 1. We ensure that the analysis, assessment and choice of words in this Offering Circular to be carefully implemented based on information and data provided by the Civil Engineering Construction Corporation No 1. IV. DEFINITION, ABBREVIATED NAMES ARE USED IN THE OFFERING Words or phrases are abbreviated in the Offering:

Corporation : Civil Engineering Construction Corporation No 1 Civil Engineering Construction Corporation No 1 Or Equitization Enterprise : Parent Company - the Civil Engineering Construction Corporation No 1 SHS : Sai Gon - Hanoi Securities Joint Stock Company Consultant Organization : Sai Gon - Hanoi Securities Joint Stock Company OAE : Officials and employees V. INFORMATION ABOUT EQUITIZATION ENTERPRISE 1. Introduction to Corporation - Name of Enterprise: Civil Engineering Construction Corporation No.1 - Address: No. 623 La Thanh Road, Thanh Cong Ward, Ba Dinh District, Hanoi City - Tel (84–4) 38350930 Fax: (84–4) 37721232 - Transaction Name: Civil Engineering Construction Corporation No. 1 - Abbreviated Name CIENCO 1

- Business Registration Certificate: 0100104274 is issued the first registration on 17/09/2010 by Department of Planning & Investment 2. History about formation and development Civil Engineering Construction Corporation No. 1 (CIENCO1) was formerly known as the Board of Western Construction, was established on 03/08/1964. Through 49 years of formation and development, Civil Engineering Construction Corporation No. 1 has changed its names many times as follows: - Constructional Work Bureau No.II - Coalition Enterprise for Constructional Work No.II - Coalition of Civil Engineering Enterprise of Area No.1 - Coalition of Civil Engineering Enterprises No.1 - Civil Engineering Construction Corporation No. 1 In 11/1995, Civil Engineering Construction Corporation No. 1 was re-established in accordance with Decision No. 90/CP of Government Prime Minister and Decision No. 4895/TCCB – LD dated on 27/01/1995 of Minister of Transport about establishment of Civil Engineering Construction Corporation No. 1 (CIENCO1). Implement in accordance with Decision No. 1756/QD-BGTVT dated on 25/06/2010 of Ministry of Transport, Corporation transformed operation as the form of Parent Company – subsidiary and transformed Parent Company - Civil Engineering Construction Corporation No. 1 into One Member Limited Liability Company. Implement in accordance with Decision No. 1417/QD-BGTVT dated on 19/06/2012 of Ministry of Transport about approval for restructure Civil Engineering Construction Corporation No. 1, Corporation is drastically implementing equitization for Parent Company - Civil Engineering Construction Corporation No. 1. Implement in accordance with Decision No 25/QD-TTg dated on 06/01/2014 of Prime Minister on the approval of Parent Company’s equitization method - the Civil Engineering Construction Corporation No 1 and Decision No.121/QD-BGTVT dated on 13/01/2014 of Ministry of Transport on the approval of the starting price and strategic investors in the equitization of the Parent Company - the Civil Engineering Construction Corporation No 1, Corporation is implementing the initial public offering process and is planning to complete in the first quarter of 2014. 3. Business sectors and industries Business sectors and industries of the Coporation according to Business Registration Certificate No. 0100104274 issued by Department of Planning & Investment on 17/09/2010: - Build constructional works of foreign and domestic civil engineering;

- Build constructional works of civil and industry; - Produce constructional materials, precast concrete components; - Repair facilities, construction equipment and processing steel girders, steel structure, mechanical products; - Supply, directly export and import equipment, materials of transport industry; - Consult investment of building civil engineering works; - Transport materials, equipment, components to serve for execution; - Train technical, constructional, civil engineering, water and electric workers, - Export labor; - Invest into construction and carry on business in houses, lands, hotels, offices; - Invest into construction and carry on business in exploiting seaport; - Survey geodesy, geology of foundations for works; - Design constructional works of bridge, road, design structure of civil and industrial works; - Export, import goods; - Carry on business in domestic and international travel; - Carry on business in commercial services. 4. Organizational structure and management At the period 31/12/2013, organizational structure of Corporation as follows:

Owner Owner

Member Council Member Council

General Manager General Manager Supervisor

Deputy General Managers Deputy General Managers

Labor – Market – Equipment – Accounting Investment Office PersonnelLabor – PlanningMarket – MaterialsEquipment – – FinanceAccounting ProjectInvestment OrganizationPersonnel DepartmentPlanning EngineeringMaterials – DepartmentFinance VerificationProject Organization Verification Department Department DepartmentEngineering Department and Capital Department Department Managementand Capital DepartmentManagement Department

Parent Companies Subsidiaries Associated companies, joint ventures and other investments Corporation’sParent Companies Office Subsidiaries AssociatedCivil Engineering companies, Construction joint ventures JSC No.1and other investments JSC No. 116- Cienco1 Civil Engineering Construction JSC No.1 CôngCorporation’s ty TCCG 1 Office JSC No. 116- Cienco1 Road Bridge JSC No.10- Cienco1 Công ty TCCG 1 Bridge JSC No. 12- Cienco1 CivilRoad Engineering Bridge JSC Construction No.10- Cienco1 & Material Production JSC Ho Chi Minh City Branch Bridge JSC No. 12- Cienco1 ServiceHo Chi Minh & InternationalCity Branch Civil Engineering Construction and No.115Civil Engineering Construction & Material Production JSC LaborService Supply & Company International InvestmentCivil Engineering JSC No. 120 Construction and CivilNo.115 Engineering Construction & Material Production JSC CambodiaLabor Supply Branch Company Investment JSC No. 120 No.Civil 119-CIENCO1 Engineering Construction & Material Production JSC Civil Engineering Construction No. 119-CIENCO1 TayCambodia Nguyen Branch Investment and Construction JSC No. 122- Cienco1 MechanicsCivil JSC Engineering No. 121 Construction Investment and Construction JSC No. 122- Cienco1 ConstructionalTay Nguyen Branch Work Trading and Civil Engineering Investment JSC No. 124– Mechanics JSC No. 121 Trading and Civil Engineering Investment JSC No. 124– VocationalConstructional College No.1 Work Bridge JSC No. 14-Cienco1 CIENCO1 CIENCO1 BridgeVocational Enterprise College No. No.1 17- CivilBridge Engineering JSC No. 14-Cienco1 Construction and Civil Engineering Construction Investment JSC No.128- CIENCO1Civil Engineering Construction Investment JSC No.128- Cienco1Bridge Enterprise No. 17- InvestmentCivil Engineering Consultancy Construction JSC No. 1 and Cienco1 CivilCIENCO1 Engineering Construction JSC No. 15- Cienco1 Bridge Enterprise No. 18- BOTInvestment Rach MieuConsultancy Bridge JSC Company No. 1 Civil Engineering Construction JSC No. 15- Cienco1 Bridge Enterprise No. 18- JSC No. 16- Cienco1 Cienco1 BOT Rach Mieu Bridge Company JSC No. 16- Cienco1 Cienco1 Limited BOT Thanh Hoa City Bypass Co., Ltd Constructional Work BOT Thanh Hoa City Bypass Co., Ltd Constructional Work CivilLimited Engineering Construction Constructional Investment JSC – Cienco 1 (CIC) Enteprise Cienco1 Constructional Investment JSC – Cienco 1 (CIC) Enteprise Cienco1 Civil Engineering Construction Vietnam Construction and Investment Consultancy JSC Constructional Company Consultancy JSC No. 1– Cienco1 Vietnam Construction and Investment Consultancy JSC Constructional Company Chieng Sinh Cement JSC– Cienco1 No. 123 ConstructionalConsultancy JSC Investment No. 1– Cienco1 JSC No. Chieng Sinh Cement JSC– Cienco1 No. 123 Civil Engineering Construction & Material Production JSC Management Boards Constructional Investment JSC No. Civil Engineering Construction & Material Production JSC Management Boards 125 – Cienco1 No.1 Road125 –Joint Cienco1 Stock Company No. 224- MaiNo.1 Son Cement JSC Road Joint Stock Company No. 224- CivilMai Engineering Son Cement Construction JSC & Material Production JSC Cienco 1 Civil Engineering Construction & Material Production JSC Cienco 1 No 117- CIENCO1 Road Joint Stock Company No. 226- WaterwayNo 117- CIENCO1 Civil Engineering Construction& Investment Cienco1Road Joint Stock Company No. 226- JSCWaterway -CIENCO1 Civil Engineering Construction& Investment RoadCienco1 Company No. 230 CivilJSC Engineering -CIENCO1 Construction Investment Consultancy Road Company No. 230 JSCCivil No. 1– Engineering CIENCO1 Construction Investment Consultancy Road Joint Stock company No. 232- JSC No. 1– CIENCO1 Road Joint Stock company No. 232- Tourism Trading and Constructional Investment JSC- Cienco 1 CIENCO1Tourism Trading and Constructional Investment JSC- RoadCienco Joint 1 Stock company No. 240- HallCIENCO1 Brothers International Co., Ltd CiencoRoad 1 Joint Stock company No. 240- AnphanamHall Brothers Infrastructure International Construction Co., Ltd & Investment JSC Cienco 1 ConstructionalAnphanam Infrastructure & Investment Construction JSC No. 134 & Investment JSC Road Joint Stock company No. 242- Constructional & Investment JSC No. 134 Road Joint Stock company No. 242- Thai Binh Duong Real Estate & Infrastructure Cienco 1 DevelopmentThai Binh JSC Duong Real Estate & Infrastructure TrafficCienco 1 project constrution & CivilDevelopment Engineering JSC Construction JSC No.189 – Cienco1 managementTraffic projectjoint stock construtioncom pany No. & IMICOCivil JSCEngineering – Cienco1 Construction JSC No.189 – Cienco1 management joint stock com pany No. CivilIMICO Engineering JSC – Cienco1 Construction & Trading Investment JSC 244- Cienco 1 Civil Engineering Construction & Trading Investment JSC 244- Cienco 1 No. 1 Road construcion Joint Stock No. 248 No. 1 – CiencoRoad construcion 1 Joint Stock No. 248 – Cienco 1 Consultant Organization: SAI GON – HA NOI SECURITIES JOINT STOCK COMPANY Page 8 CIVIL ENGINEERING CONSTRUCTION CORPORATION NO.1 OFFERING CICULAR

5. Major products As a unit directly under the Ministry of Transport, the Corporation has major businesses and sectors: Constructing bridges, ports, roads, railways,... In addition, the Corporation has also operated more in the complementary fields for core business activities such as design consulting services, trade, tourism, labor export and toll roads. 6. Labor situation transformed into Joint Stock Company

6.1 Income of Officials and Employees Unit: VND No Target 2010 2011 2012 2013

1 Total salary fund 190.886.400.000 228.240.000.000 343.854.000.000 336.864.000.000 2 Total income 206.793.600.000 246.499.200.000 360.228.000.000 361.363.200.000 3 Average salary 9.600.000 10.000.000 10.500.000 11.000.000 (month/person) 4 Average income 10.400.000 10.800.000 11.000.000 11.800.000 (month/person)

Source: Cienco 1

6.2 Structure and labor level of Company after equitization

 Total number of employees in the labor list at the approval time (10/10/2013): 2.552 people

 Classified by labor level of Corporation after equitization as follows:

2012 10/10/2013 Employee No. of Rate No. of Rate people (%) people (%) 1. University and Postgraduate level 751 27,52% 844 33,07% 2. College, Vocational School level 161 5,90% 140 5,49% 3. Technical worker 1.509 55,29% 1,376 53,92% 4. Ordinary employees 308 11,29% 192 7,52% Sub Total 2.729 100% 2.552 100% Source: Cienco 1

 Labor structure of Company after equitization:

Labor Type of employee No. of people Rate (%) 1. University and Postgraduate level 842 33,24 2. College, Vocational School level 136 5,37 3. Technical worker 1.364 53,85 4. Ordinary employees 191 7,54

Sub Total 2.533 100 Source: Cienco 1

7. Value of enterprise on 30/06/2013 According to Decision No.3166/QD-BGTVT dated 10/10/2013 of Ministry of Transport approving enterprise value for equitization, enterprise value at the time of valuation to business equitization on 30/06/2013 is 3.133.945.740.865 VND (Three thousand one hundred and thirty-three billion, nine hundred and forty-five million, seven hundred and forty thousand, eight hundred and sixty-five Vietnamese dong). In which: The value of the State capital at the enterprise is 478.367.456.916 VND (Four hundred and seventy-eight billion, three hundred and sixty-seven million, four hundred and fifty six thousand, nine hundred and sixteen Vietnamese dong).

Data from the minutes of business value on 30/06/2013 as follows: Unit: VND

DATA AFTER DATA RE- NO. TARGET HANDLING DIFFERENCE DEFINED FINANCE 1 2 3 4 5 = 4 – 3 A CURRENT ASSETS (I+II+III+IV) 3.047.934.954.176 3.133.945.740.865 86.010.786.689 I LONG-TERM ASSETS 724.166.870.603 808.353.784.260 84.186.913.657 1 Long-term receivables - - - 1.1 Long-term receivables from customers - - - 1.2 Business capital in directly under units - - - 1.3 Inter-company long-term receivables - - - 1.4 Other long-term receivables - - - Provision for long-term receivables of - - - 1.5 bad debts 2 Fixed assets 185.724.250.315 240.201.856.487 54.477.606.172 2.1 Tangible fixed assets 111.452.029.838 155.322.791.065 43.870.761.227 2.1.1 House, structures 41.582.413.926 66.184.792.613 24.602.378.687 2.1.2 Machineries, equipment 47.147.213.279 58.267.270.015 11.120.056.736 2.1.3 Means of transport, transmission system 21.314.293.547 29.154.077.745 7.839.784.198 2.1.4 Equipment and tools for management 1.408.109.086 1.716.650.692 308.541.606 2.1.5 Working animals - - - 2.2 Leased fixed assets - - - 2.3 Intangible fixed assets 2.121.640.376 12.728.485.320 10.606.844.944 2.4 Work in progress 72.150.580.102 72.150.580.102 - 3 Real estate investment - - - 4 Long-term leased investments 441.042.393.012 463.946.905.240 22.904.512.228 5 Other long-term assets 97.400.227.276 104.205.022.533 6.804.795.257 II SHORT-TERM ASSETS 2.323.768.083.573 2.325.591.956.605 1.823.873.032 1 Cash and cash equivalents 455.983.589.425 455.983.589.425 - 1.1 Cash 212.445.444.717 212.445.444.717 - 1.2 Cash equivalents 243.538.144.708 243.538.144.708 - 2 Short-term financial investments 69.393.500.000 69.393.500.000 -

2.1 Short-term investment 69.393.500.000 69.393.500.000 - Provision for diminution in value of - - - 2.2 short-term investments 3 Short-term receivables 1.119.960.025.031 1.119.960.025.031 - 3.1 Trade Accounts Receivable 569.517.918.909 569.517.918.909 - 3.2 Advances to suppliers 437.278.839.564 437.278.839.564 - 3.3 Inter-company receivables - - - Receivables from construction contracts - - - 3.4 under percentage of completion method 3.5 Other receivables 113.163.266.558 113.163.266.558 - 3.6 Provision for doubtful debts - - - 4 Inventories 550.932.341.174 550.932.341.174 - 4.1 Inventories 550.932.341.174 550.932.341.174 - 4.2 Provision for devaluation in inventories - - - 5 Other short-term assets 127.498.627.943 129.322.500.975 1.823.873.032 5.1 Short-term prepayments 2.932.162.765 4.756.035.797 1.823.873.032 5.2 Value added tax deductible 45.319.868.895 45.319.868.895 - 5.3 Tax and receivables of the State 1.263.617.415 1.263.617.415 - 5.4 Transaction for re-trade State’s bonds - 5.5 Other short-term assets 77.982.978.868 77.982.978.868 - VALUE OF BUSINESS - - - III ADVANTAGE OF ENTERPRISE IV VALUE OF LAND USE RIGHT - - - B ASSETS NOT TO USE 1.967.748.369 1.967.748.369 - C ASSETS FOR LIQUIDATION 571.620.323 571.620.323 - ASSETS ARE FORMED FROM REWARD AND WELFARE FUNDS - - - D (not to use for business production)

TOTAL VALUE OF ENTERPRISE’S ASSETS 3.050.474.322.868 3.136.485.109.557 86.010.786.689 (A + B + C + D) In which:

TOTAL ACTUAL VALUE OF 3.047.934.954.176 3.133.945.740.865 86.010.786.689 A ENTERPRISE (Item A) G1. DEFERRED ACTUAL LIABILITIES 2.655.310.072.201 2.655.310.072.201 - In which: Pay for the State about land - - - use right BALANCES FROM REWARD AND 268.211.748 268.211.748 - G2. WELFARE FUNDS G3. FUNDING SOURCES - - - TOTAL ACTUAL VALUE OF STATE’S CAPITAL IN 392.356.670.227 478.367.456.916 86.010.786.689 ENTERPRISE [A – (G1 + G2 + G3)] (Source: Minutes of defining enterprise value of Corporation)

8. Major assets of enterprise 8.1 Situation of using land:

Area Legal profile No Area for Constructional Form of Address Land Use status . constructional work in land using Bases for transforming Area Current profile floor Joint Stock Company + Decision for transferring the competent authority No. + Document No. 3819/QDUB dated on 6194/UBND-KT dated 14/11/1996 recovering 867m2 on 26/08/2013 of Hanoi land hired to make the City People’s production steering house and Committee about the The leased transaction by Vietnam Arts method of re-arranging, No. 623, La Head office Head office of land to pay Association processing bases of 1 Thanh, Ba 867 m2 6.695,38 m2 of Corrpoation tax annually + Contract for Lease No.03- house, land which Dinh, Hanoi Corrpoation – 35 years 97/DC-HDTDTN dated on belongs to ownership of 29/01/1997 the State and Civil + Constructional License No. Engineering 141/GPXD dated on Construction 23/4/2003 Corporation No. 1 in the compass of Hanoi City + Document No. 2 Lam Du, Bo 552 m2 2.424,84 m2 Working office Working Land is + Land Use Right Certificate 12470/BTC-QLCS dated De, Gia Lam, for Project office for allocated to No. 808-UBXDCB dated on on 18/09/2013 of Hanoi Executive Project use and pay 01/4/1985 of Hanoi City Ministry of Finance Boards Executive tax annually People’s Committee about the method of re- Boards assigning for coalition of arranging, processing civil enginnering construction bases of house, land enterprises of Area.1 to which belongs to manage and use 2,500 m2 ownership of the State land in Bo De Commune, Gia and Civil Engineering Lam District, Hanoi City to Construction build the working base to Corporation No. 1 in the work and transact compass of Hanoi City

Area Legal profile No Area for Constructional Form of Address Land Use status . constructional work in land using Bases for transforming Area Current profile floor Joint Stock Company + Decision No. 400/QD-TNMT + Decision No. 3122/QD- dated on 13/6/2005 of Hanoi BGTVT dated on City Department of 8/10/2013 about re- Environmental Resource and arranging, processing Land about receiving, selling land house base of Civil houses managed and leased Engineering by Civil Engineering Construction Construction Corporation Corporation No.1 No.1 + Constructional License No. 84/GPXD dated on 10/4/2003

3 Tan Dan, Soc 43.155,4 8.552,2 m2 To make the To make the Leased land + Decision No.185/XDCB dated Son, Hanoi m2 training base training base to pay tax on 27/3/1976 of annually Administrative Committee of Vinh Phuc Province granted 35,000 m2 land for building Engineering Worker School of Constructional Bureau No.2 + Decision No.548/QD-UB dated on 4/4/1991 of Hanoi City People’s Committee to allow Engineering Worker School No.1 to use 11,000 m2 11.000m2 land to build the training base and one part of house for officials and employees of School + Decision No.2309 QD- UBND dated on 19/7/2007 of People’s Committee of Soc

Area Legal profile No Area for Constructional Form of Address Land Use status . constructional work in land using Bases for transforming Area Current profile floor Joint Stock Company Son District about receiving 2,919 m2 collective area of Management Transport Professional Engineering School is manage to People’s Committee of Soc Son District to manage + Decision No.2473/QD-UBND dated on 17/8/2007 of People’s Committee of Soc Son District about receiving 300 m2 road land for Nothern internal transport of Area.B, collective area of Management Transport Professional Engineering School are managing

Condominium Working + Contract for Lease Land No. Office of Leased land K1 Thanh 363,6 office’s 523-24598/DC-HDTD signed 4 363,6 m2 Corporation’s within 10 Cong, Ba m2 Corporation’s on 26/12/1998 Head office years Dinh, Hanoi office Land is located in inter- House. 1: Working head Working No. 278 Ton authority. There has not had 120,65 m2 office of head office of Duc Thang, 120,65 Land to pay legal documents about land 5 House. 2: Corporation’s Corporation’s Dong Da, m2 tax annually house lost in the process of 3rd Floor: member member Hanoi storing 592,21 m2 companies companies 6 No. 135A 422 m2 814 m2 Working head Working The Land Use Right Certificate No. Value of land use right Nguyen Van office of head office of purchased 4131/2000 dated on 07/4/2000 included in the value of Dau, Ward. 5 Southern Southern land is issued issued by People’s Committee enterprise: 3.038.400.000

Area Legal profile No Area for Constructional Form of Address Land Use status . constructional work in land using Bases for transforming Area Current profile floor Joint Stock Company Living Land Binh Thanh and House of Ho Chi Minh City, Transfer District, Ho branch branch and Contract No. 49144/HD-MBN dong Chi Minh Ownership dated on 23/6/2000 City Certificate The State Loi Binh allocates land Nhon Working head Working Land Use Right Certificate No. Value of land use right and pays Commune, 916,4 office of head office of T 00746 dated on 24/4/2006 included in the value of 7 916,4 m2 money for Tan An m2 Southern Southern issued by People’s Committee enterprise: 1.315.433.582 using land Town, Long branch branch of Long An Province dong (until An Province 24/3/2056) Thoi Thanh Hamlet, Thoi Company Land Use Right Certificate No. Son Value of land use right Make Make paid money T -00131 QSDD issued on Commune, 16.706 included in the value of 8 16.706 m2 production production for using 30/12/2003 by People’s Chau Thanh m2 enterprise: 5.140.616.496 factory factory land until Committee of Tien Giang District, Tien dong 12/2053 Province Giang Province Tra Ba Ward, Living land is Working Value of land use right Working head Pleiky City, 400 m2 head office of Use long- Land Use Right Certificate No. included in the value of 9 852 m2 office of Tay Gia Lai garden land is Tay Nguyen term A 419443 enterprise: 3.203.520.000 Nguyen branch Province 452 m2 branch đồng

8.2 Situation of fixed assets on 31/12/2012: + Tangible fixed assets:

Depreciation Remaining value No. Items Net price (VND) value (VND) (VND) 1 Houses, structures 88.083.245.532 42.040.584.770 46.042.660.762 2 Machineries, equipment 171.869.101.759 113.849.772.312 58.019.329.447 3 Means of transport 69.526.327.137 44.649.934.281 24.876.392.856 4 Equipment, tools for 12.355.037.830 8.880.399.386 3.474.638.444 management 5 Other fixed assets 2.301.875.030 920.218.067 1.381.656.963 Sub Total 344.135.587.288 210.340.908.816 133.794.678.472 Source: Financial Statement in 2012 Cienco 1 + Intangible fixed assets: Depreciation Remaining value No. Items Net price (VND) value (VND) (VND) 1 Land Use Right 4.734.703.518 390.511.348 4.344.192.170 2 Computer Software 229.000.000 120.803.309 108.196.691 Sub Total 4.963.703.518 511.314.657 4.452.388.861 Source: Financial Statement in 2012 Cienco 1

8.3 Situation of fixed assets on 30/06/2013:

DATA AFTER DATA RE- DIFFERENCE No. Items HANDLING DEFINED (VND) (VND) FINANCE (VND) 1 Tangible fixed assets 111.452.029.838 155.322.791.065 43.870.761.227 a Houses, structures 41.582.413.926 66.184.792.613 24.602.378.687 b Machineries, equipment 47.147.213.279 58.267.270.015 11.120.056.736 c Means of transport 21.314.293.547 29.154.077.745 7.839.784.198 Equipment, tools for 1.408.109.086 1.716.650.692 308.541.606 d management 2 Intangible fixed assets 2.121.640.376 12.728.485.320 10.606.844.944 Sub Total 113.573.670.214 168.051.276.385 54.477.606.171 9. List of Parent Companies, Subsidiaries of Equitization Enterprise Parent Company: None Subsidiaries: 09 subsidiaries Associated companies:: 26 associated companies In addition, the Corporation also has 08 units transferred from the General Bureau of Vietnam Road, details as follows (as the time of 30/06/2013):

Defined State capital on 30/06/2013 No. Name of Company Address Million Rate dong

I Subsidiaries (the State Capital> 50%):

Joint Stock Company No. No. 521 Nguyen Trai Road, Thanh 1 5.336 50,3% 116 – Cienco1 Xuan, Hanoi No. 463 Nguyen Van Linh Road, Phuc Bridge Co., JSC No. 12 – 2 28.850 50,6% Dong Ward, Long Bien District, Hanoi Cienco1 City Investment & Civil No. 622 Ha Huy Tap Road, Yen Vien 3 Engineering Construction 11.590 58,12% Town, Gia Lam, Hanoi Co., JSC No. 120 Constructional Mechanics No. 2 Ngoc Lam Road, Ngoc Lam Ward, 4 Co., JSC No. 121 – 6.419 50,8% Long Bien, Hanoi Cienco1 Bridge Co., JSC No. 14- No. 144/95 Vu Xuan Thieu, Sai Dong 5 30.715 50,09% Cienco1 Ward, Long Bien District, Hanoi City Civil Engineering Construction Investment No. 5/8 Cu Chinh Lan, Buon Ma Thuot 6 2.884 51% Consultancy Co., JSC City, Dak Lak Province No.1 (the Central) Hamlet. 4, An Khanh Commune, Chau 7 BOT Rach Mieu Company 81.224 50% Thanh District, Ben Tre Province Civil Engineering Construction Experiment 8 10.088 51% No. 33D, Cat Linh, Dong Da, Hanoi Consultancy Co., JSC No. 1-Cienco1 Constructional Investment No. 168 Thanh Thai Road, Dong Tho 9 Co., JSC No. 125 – 2.942 84,06% Ward, Thanh Hoa City Cienco1

II Associated companies, joint ventures and other investments

Work Construction Co., No. 77, Group. 23, Long Bien Ward, 1 4.900 49% JSC No. 1 Long Bien District, Hanoi City Road Bridge Co., JSC No. An Hung Commune, An Duong District, 2 4.138 34,35% 10 – Cienco1 Hai Phong City Construction and Room No. 1208, Building CT6 Van Khe 3 Investment Development 1.263 21,05% Urban Area, Cau Giay, Hanoi Co., JSC 115 – Cienco1 Civil Engineering Group. 13, Dong Anh Town, Hanoi City Construction and Material 4 587 44,8% Production Co., JSC No. 119 – Cienco1 5 Investment and 6.156 47,98% No. 11, Lane. 670, Ha Huy Tap Road,

Defined State capital on 30/06/2013 No. Name of Company Address Million Rate dong Construction Co., JSC No. Yen Vien Town, Gia Lam District, 122-Cienco1 Hanoi City Trading & Civil Km 12+500, Ngu Hiep Commune, 6 Engineering Construction 7.200 48% Thanh Tri District, Hanoi City Co., JSC No.124 Civil Engineering Construction & No. 24, Ao Sen Street, Mo Lao Ward, 7 6.214 48% Investment Co., JSC Ha Dong, Hanoi No.128- Cienco 1 Civil Engineering Construction Co., JSC Hamlet. 1A, Cluster. 11, Dong Ngac, Tu 8 No.15-cienco1 (Civil 4.500 45% Liem, Hanoi Engineering Construction Company No.136 old) Joint Stock Company No. No. 26, Villa 03 Van Hanh, Viet Hung 9 16 (Road Company No. 5.800 29% Urban Area, Long Bien, Hanoi 126 old) BOT Thanh Hoa Bypasss Le Mon Industrial Park, Thanh Hoa City 10 21.050 15,36% Co., Ltd Constructional Investment 5th Floor, Building No. 623 De La 11 2.350 33,57% Co., JSC – Cienco1 (CIC) Thanh, Ba Dinh, Hanoi Vietnam Construction and 5th Floor, Building No. 623 De La 2.64 12 Investment Consultancy 25,91% Thanh, Ba Dinh, Hanoi 1 Co., JSC Chieng Sinh Cement Co., Km 9 Le Duan Road, Chieng Sinh Ward, 13 9.800 49% JSC- Cienco1 Son La City Civil Engineering No. 77, Group.23, Long Bien Ward, 14 Construction & Material 2.571 32,96% Long Bien District, Hanoi City Production Co., JSC No. 1 Thanh Cong Sub-area, Na Po, Mai Son, 15 Mai Son Cement Co., JSC 57.494 24,47% Son La Material Production & No. 138 Le Duan Road, Tra Ba Ward, 16 Engineering Construction 970 38,8% Pleiku City, Gia Lai Co., JSC 117 Waterway Civil No. 58, Pham Minh Duc Street, Ngo Engineering Construction Quyen District, Hai Phong City 17 2.226 24,19% and Investment Co., JSC– Cienco1

Defined State capital on 30/06/2013 No. Name of Company Address Million Rate dong Civil Engineering No. 2, Stub. 34/4, Lane. 34, Nguyen Construction Investment Hong Road, Lang Ha Ward, Dong Da, 18 3.220 46% Consultancy Co., JSC No. Hanoi 1 –Cienco1 Tourism Trading and 19 Construction Investment 2.057 34,27% 278 Hang Bot, Dong Da, Hanoi Co., JSC – Cienco1 Hall Brothers 20 2.543 International Co., Ltd Anphanam Infrastructure 47 Vu Trong Phung, Thanh Xuan, Hanoi 21 Construction & 4.026 3,35% Investment Co., JSC Constructional Work & No. 17, Lane.575 Kim Ma, Ngoc Khanh, 22 Investment Co., JSC No. 5.823 16,26% Ba Dinh, Hanoi 134 Thai Binh Duong Real 31/21 Kha Van Can Road, Hiep Binh 23 Estate & Infrastructure 6.037 4,30% Chanh Ward, Thu Duc District, Ho Chi Development Co., JSC Minh City Civil Engineering B70-71 Anh Dung House and Villa, An 24 Construction Co., JSC No. 5.000 10,00% Dung Ward, Duong Kinh District, Hai 189 – Cienco1 Phong 8th Floor, Building MITEC lot. E2, Cau IMICO Co., JSC – 25 8.651 3,36% Giay New Urban Area, Yen Hoa Ward, Cienco1 Cau Giay District, Hanoi Civil Engineering No. 548 Nguyen Van Cu, Long Bien, 26 Construction & Trading 5.348 4,03% Hanoi Investment Co., JSC No. 1

III Offices and Branches

No. 623 La Thanh Road, Thanh Cong 1 Company’s office Ward, Ba Dinh District, Hanoi City Mechanical Construction 7th Floor, Building No. 623 La Thanh, Ba 2 Company No. 1 Dinh, Hanoi No. 135 Nguyen Van Dau, Ward.5, Binh 3 Ho Chi Minh City Branch Thanh District, Ho Chi Minh City Services & International No. 33, Trung Kinh, Trung Hoa, Cau 4 Labor Supply Giay, Hanoi Corporation’s branch in No. V42-A, Road. 579, Sangkart Chruy 5 Cambodia Charngva, Khan Rouseykeo, Pnom Penh No. 37, Truong Chinh Road, Pleiku City, 6 Tay Nguyen Branch Gia Lai

Defined State capital on 30/06/2013 No. Name of Company Address Million Rate dong Constructional Vocational Tan Dan Commune, Soc Son District, 7 Secondary School No.1 Hanoi City Bridge Enterprise No. 17- 12th Floor, Building No. 623 La Thanh, 8 Cienco1 Ba Dinh, Hanoi Bridge Enterprise No. 18- 12th Floor, Building No. 623 La Thanh, 9 Cienco1 Ba Dinh, Hanoi Constructional Enterprise- 9th Floor, Building No. 623 La Thanh, Ba 10 Cienco1 Dinh, Hanoi Constructional Company 10th Floor, Building No. 623 La Thanh, 11 No. 123 Ba Dinh, Hanoi Condominium Hoang Dao Thuy Road, Cau Giay, Hanoi 12 Management Board The new companies moved from General Bureau of Vietnam Road (Being equitization, IV chartered capital is expected only) Road Construction & No. 389 Tran Huy Lieu, Moc Chau Management One Member 1 12.952 Town, Moc Chau, Son La Province Limited Liability Company No. 224 Road One Member Population Group No.15, Him Lam 2 Limited Liability 10.250 Ward, Dien Bien Phu City, Dien Bien Company No. 226 Km 10, National Highway No. 5, Duong 3 Road Company No. 230 - Xa, Gia Lam, Hanoi Road One Member An Tuong, Tuyen Quang, Tuyen Quang 4 Limited Liability 16.264 Province Company No. 232 Civil Engineering Km 10, National Highway No. 5, Duong Construction Investment Xa, Gia Lam, Hanoi 5 & Management One 19.731 Member Limited Liability Company No. 240 Road One Member No. 08 Hoang Sao Road, Pho Lu Town, 6 Limited Liability 11.314 Bao Thang District, Lao Cai Company No. 242 Road Construction & Group. 8, Phung Chi Kien Ward, Bac Management One Member 7 13.319 Kan Town, Bac Kan Province Limited Liability Company No. 244 Road Construction & No. 24, Lane. 55 Le Dai Hanh, Hai Ba Management One Member 8 16.304 Trung District, Hanoi City Limited Liability Company No. 248

Source: Cienco 1 10. Situation of business operation and income statement in 3 years before equitization 10.1. Situation of business operation 10.1.1. Product quantities/service through years

 Main businesses and sectors of Corporation Main businesses and sectors of Corporation: Constructing bridges, ports, roads, railways,... In addition, the Corporation has also operated more in the complementary fields for core business activities such as design consulting services, trade, tourism, labor export and toll roads . Constructing bridges, ports, roads, railways This is the main business of the Corporation since its establishment. Over 49 years of development, the Corporation has built a strong brand in the field of construction of bridges, ports, roads and railways. Corporation was also awarded the Medal of Ho Chi Minh, the title of Hero of the People’s Armed Forces, 10 independent medals, 5 individuals are Labor Hero, 7 projects were granted Gold Medal for high quality Some constructional works of typical bridges, ports, roads, railways of Corporation recently as follows:

Name of Value Completion No. constructional Location Scale (Billion year work dong) Rong Bridge – Da Nang Total length is 666,54m – BTCTDUL, bored 1 700 2013 Da Nang City City pile with large diameter Tran Thi Ly Da Nang Length is 759,6m – 1-pylon-cable-stayed 2 1.500 2013 Bridge City bridge Dong Anh Dong Tru Length is 1.240m, prestressed reinforced 3 District, 900 2012 Bridge concrete Hanoi Connect 2 Rach Mieu Provinces: Length of bridge is: 2.878 m, cable-stayed 4 1.397 2009 Bridge Tien Giang bridge BTCT DƯL with 2 wire planes and Ben Tre Phu Dong 5 Hanoi City Total length of bridge is 946.35m. 495 2011 Bridge No. 2 Vinh Thinh Length of whole project up to 5.487m, in 6 Vinh Phuc 1.334 12/2014 Bridge which: the length of bridge is 4.480m Port exports to products of Quang Ngai 7 Dung Quat 1.260 2008 Province Dung Quat Oil Refinery

Name of Value Completion No. constructional Location Scale (Billion year work dong) Noi Bai International International Airport, capacity is from 15 to 8 Hanoi City 600 10/2014 Airport 20 millions of passengers/year (Station T2) Road and Lao This road line with the length is 68,2 km Bridge of People’s 9 including 3 large bridges, 7 medium and small 120 2011 Project 2E – Democratic bridges Laos Republic Road and Lao Bridge of People’s Line length is 45 km, asphalt macadam 10 Project 160 2011 Democratic pavement ADB11 – Republic Laos People’s The road line with the length is 70 km, depth Road No. 78 11 Republic of is 9m asphalt (pavement is 7m, background is 200 2010 Cambodia Cambodia 2m) Total length is 61,8km, in which: 39,8km Sai Gon – Ho Chi highway and 22km connection line. Sai Gon – 12 Trung Luong 900 2010 Minh City Trung Luong Highway moves to compass of Highway Ho Chi Minh City, Long An and Tien Giang Cau Gie - Design speed is 100-200km/hour with scale is Hanoi – 13 Ninh Binh 6-lane roadbed, background is 4 lanes, road 600 2010 Ninh Binh Highway width of 35.5 m with the length is 50km Total length of project is 5,364 km, in which Ring Road length of the highway viaduct is 4,903 km, 14 No. 3 Hanoi- Hanoi City this viaduct system is 24 m wide, with 4 lanes, 500 2010 Period. 2 with the height of below urban roads and collector roads are 4.75 m. Hanoi – Thai Hanoi – The length is 9km, scale is 4 lanes, width is 15 Nguyen Thai 21m 971 1/2014 Highway Nguyen Build Ninh Binh new Bridge spanning the Day River with a length of over 1,000 m, 3 steel arch spans and 22 bridge spans of prestressed concrete beams; build Ninh Binh 16 CP1A Ninh Binh new station with ancillary works serving 1.236 04/2015 ships, build road bridge over the South of Ninh Binh new station with the length is 421 m, structure of prestressed concrete girder with the width is 12 m 17 CP1B Build Do Len railway bridge, build road 1.460 07/2013 bridge over the railway bridge in the South of Do Len Bridge, build new railway:

Name of Value Completion No. constructional Location Scale (Billion year work dong) Km153+474 ÷ Km154+925 including 1.285m long welded rails, renovation, upgrade current railway: Km152+630 ÷ Km153+474, Build 01 horizontal line is equipped with barrier and 01 horizontal line with automatic warning system within the path of the relevant bridge of the project and build 01 box-population underpasse within the path of the railway overpass Build 8 bridges: Cua Rao, Thanh Luyen and Loc Yen (belong to Ha Tinh Province); Tan Duc, Khe Net, Do Vang, Minh Le and Ngan 18 CP1C Quang Binh Son (belong to Quang Binh Province); at each 1.080 01/2014 bridge, relevant constructional works (horizontal lines, box-culvert) belong to the scope of 2 bridge heads . Other services In addition to the fields of main business, the Corporation also took advantage of the maximum resources, human powers and material resources to apply to some other business sectors such as construction of civil works, office buildings, tourism and labor export... Every year, this activity also contributes from 5 to 7% to the total revenue of the Corporation.

 Revenue segments: Unit: Billion dong 2010 2011 2012 6 months of 2013 Output Proportion Proportion Proporti Proportio Output Output Value Value (%) (%) on (%) n (%) Execute bridges, 1.805 70% 2.202 72% 3.390,3 77% 1.574,2 71% ports

Execute road land, 722 28% 673 22% 968,7 22% 620,8 28% railway Other services 52 2% 184 6% 44,0 1% 22,2 1% Sub Total 2.579 100% 3.059 100% 4.403,0 100% 2.217,2 100% Source: Cienco 1

Revenues from 2010 to 6 months of 2013

2010 2011 2012 6 months of 2013

Execute bridges, ports Execute road land, railway Other services

Revenues structure from 2010 to 6 months of 2013

2010 2011 2012 6 months of 2013

Execute bridges, ports Execute road land, railway Other services

 Revenue structure over years: Unit: Million dong 2010 2011 2012 6 months of 2013 Services Value Proportio Value Proporti Value Proportio Value Proportio n (%) on (%) n (%) n (%) Execute bridges, ports 1.685.363 72 2.108.917 76 3.245.612 82 1.576.252 79 Execute road land, 613.514 26 480.694 17 683.229 17 404.273 20 railway 191.099 7 33.881 1 14.912 1 Other services 44.442 2 2.780.711 Cơ 100cấu doanh3.962.722 thu 2010100 - 6TH20131.995.437 100 Sub Total 2.343.318 100 Source: Cienco 1 100% 2% 7% 1% 1% 17% 26% 17% 20% In the revenue structure of the 80% Corporation, wharf construction 60% Revenue Structure from 2010 to 6 months of 2013 activities accounted for a large 40% 72% 76% 82% 79% proportion over the years, 20% respectively, 72% (2010), 76% 0% (2011) and 82% (2012). 2010 2011 2012 6TH2013

Consultant Organization: SAI GON – HA NOI SECURITIESThi công JOINT cầu, cảng STOCKThi công COMPANY đường bộ, đường sắt DịchPage vụ khác 24 CIVIL ENGINEERING CONSTRUCTION CORPORATION NO.1 OFFERING CICULAR

Besides, construction services for roads and railways are also quite large proportion and contribute relatively stable revenue sources, averaging 20% of revenue structure over the years.

In addition, revenue sources from other services accounted 2010 2011 for almost 2012 negligible 6 months in of 2013the revenue structure.

Execute bridges, Execute road land, railway Other services Structure of grossports profit Unit: Million dong

2010 2011 2012 6 months of 2013

% so % so % so Target Gross Gross % so Net Gross Net Gross Profit Net Net Profit Profit revenue Profit revenue revenue revenue

Execute bridges, ports 104.075 4,44% 113.719 4,09% 123.548 3,12% (66.060) -3,31%

Execute road land, railway 34.453 1,47% 33.540 1,21% 36.777 0,93% (19.271) -0,97%

Other services 14.659 0,63% 10.894 0,39% 11.567 0,29% 7.913 0,40%

Sub Total 153.187 6,54% 158.153 5,69% 171.892 4,34% (77.418) -3,88%

Gross profit from 2010 to 6 months of 2013 (million dong)

6 months of 2013

Execute bridges, Execute road land, railway Other services Total gross profit ports

Rate of gross profit of services per total net revenure

6 months of 2013

Execute bridges, Execute road land, railway Other Total gross profit/Net ports services revenure

Gross profit in the first 6 months of 2013 was negative because at the time equitized (30/06/2013), the Corporation must revaluate and settle asset, including settle projects with high inflation but the approved compensation source was not enough to compensate. That led the cost of goods sold excessed the revenue because the revenue was not correspondingly increase as the increase of cost of goods sold. 10.1.2. Raw materials - Raw materials: + For operations of constructing bridges, wharfs: Raw materials are iron, steel, cement, sand, stone, gasoline, other fuels, the technical materials imported specialty: tensioning cable anchor, bearings, expansion joints... + For operation of executing roads, airport: Raw materials are soil, stone, sand, cement, gasoline, other fuels...; asphalt, emulsion... - The stability of the supply sources of raw materials: Currently, the supply of major raw materials of Corporations from in the country, partly imported from foreign countries. Except for raw materials to be imported from foreign countries influenced by the quality and price (exchange rate fluctuations) from the supplies, the available raw materials in the country remains generally stable, ready to meet the needs of production and business of the Corporation. - The impact of raw material price to revenue and profit: In the business activities of the Corporation, the major products are the road works, in which the proportion of raw material accounts for 60-70% cost. Therefore, the price fluctuations of raw materials such as fuel, asphalt, iron, steel, cement... will affect production and business efficiency as well as profit of the Corporation if the State does not have the subsidy rates, adjustable rates. - List of some material suppliers:

No. Name of supplier Types of materials for provision 1 But Son Cement Company Cement 2 Nghi Son Cement Company Cement 3 POSCO Steel Company Steel 4 Viet Y Steel Company Steel 5 Military Petroleum Joint Stock Corporation Petroleum 6 PLC Asphalt Company Asphalt 7 PETROLIMEX Company Petroleum 8 Adico Asphalt Co., Ltd Asphalt 9 Vinh Hung Trading Consultancy Co., JSC Bearings, expansion joints, prestressed cable 10 Phuong Bac Co., Ltd Bearings, expansion joints, prestressed cable

10.1.3 Cost for business production

Unit: Million dong 2010 2011 2012 6 months of 2013 Cost Value %/Net Value %/Net Value %/Net Value %/Net revenue revenue revenue revenue Cost 2.190.130,7 93,46% 2.622.557,3 94,31% 3.790.830,2 95,66% 2.072.854,2 103,88%

Financial 30.844,5 1,32% 37.551,5 1,35% 39.206,1 0,99% 9.737,1 0,0% expenses Sales expenses - 0,0% - 0.0% - 0,0% - 0,0%

Enterprise 149.880,2 16,40% 209.049,7 7,52% 224.553.0 5,67% (62.460,6) -3,13% Management expenses Sub Total 2.370.855,4 101,18% 2.869.158,5 103,18% 4.054.589,4 102,32% 2.020.130,7 101,24% Source: Financial statement in 2010, 2011, 2012, 6-month financial statement of 2013 of Cienco 1

Due to the characteristics of Corporation CơExpense cấu chi structure phí qua over các nămyears operating in the field of construction of wharves, price accounts for large proportion of operating costs in which financial costs and enterprise management accounts for the very small proportion. Cost of goods sold is kept constant in the 2010-2011 period but tends to increase in 2012. The main reason is due to economic instability makes the cost of inputs such as raw materials, labor costs,... fluctuate 6 months of 2013 strongly. Corporation still attempts to use many measures to control operating costs, Financial Enterprise Cost Management increase business efficiency for Corporation. expenses expenses 10.1.4. Technology level

With a thickness of 49 years experience in the field of bridge construction, ports, roads, railways, the Corporation has equipped its necessary and modern equipment enough to serve for all activities of business production. Some of large machineries, equipment of Corporation as follows:

Production Year for Original price No. Name of machine Quantity Country use (VND)

I Office 1.916.371.88 1 Concrete mixing plant Vietnam 2003 1 2 2.096.298.51 2 Concrete spreader Germany 2003 1 0 Concrete spreader is produced 1.924.285.71 3 Germany 2005 1 in 1996- Seri 31399 4 Concrete spreader is produced 1.894.285.71 4 Germany 2005 1 in 1995- Seri 31318 4 Concrete spreader is produced 2.374.285.71 5 Germany 2006 1 in 1998- Seri 31458 4 Excavator CAT 318BL, SK- 1.217.304.56 6 Germany 2005 1 3LR00575 0 3.000.000.00 7 Stone Production Line Vietnam 2011 1 0 1.105.272.72 8 Dynapac vibratory rollers Sweden 2011 1 7 1.363.636.36 9 Dynapac vibratory rollers Sweden 2011 1 4 1.809.454.54 10 Wheel Loader Korea 2011 1 5 1.372.000.00 11 Crawler excavator USA 2011 1 0 Concrete spreader is produced 2.300.000.00 12 2005 1 in 1998- Seri 31447 0 II Vocational School No.I Pile driving hammer Diesel 597.810.97 1 China 2005 1 HD 36 0 1.555.376.04 2 Bored pile machine Japan 2004 1 3 459.033.42 3 Vibratory rollers YZ14 China 2003 1 4 485.000.00 4 Hitachi Excavator Japan 2000 1 0 III Southern Branch 1.080.179.19 1 Crawler Excavator Solar Korea 2003 1 0 774.353.14 2 Vibratory rollers Bomag Germany 2003 1 9 1.359.508.21 3 Motor Graders Mitsubishi Japan 2003 1 1 IV Work Construction Enterprise No.1

Production Year for Original price No. Name of machine Quantity Country use (VND) Substation in Lang Den 601.094.01 1 Vietnam 2011 1 Bridge 6 Substation for Package No. 6 679.182.72 2 Vietnam 2012 1 NBLC 7 V Company No. 123 Vibratory rollers Saikai with 2 1.768.080.00 1 Japan 2009 1 iron wheels (Japan) 0 Vibratory rollers 1 iron wheel 1.114.758.30 2 Japan 2009 1 2 tyred wheels Sakai 0 Vibratory rollers 1 iron wheel 1.114.758.30 3 Japan 2009 1 2 tyred wheels Sakai 0 481.818.18 4 Electric generator Komatsu 2010 1 2 Crawler Excavator Komatsu 1.321.245.71 5 Japan 2009 1 PC2007 4 Hot asphalt mixing plant CS 4.390.909.09 6 Vietnam 2010 1 120T/h 0 830.013.33 7 Bulldozer Komatsu D41P Japan 2009 1 3 831.226.66 8 Crawler bulldozer Komatsu Japan 2009 1 7 Crawler excavator CAT 463.997.66 9 Germany 2007 1 318BL 0 629.107.14 10 Roller BOMAG BW 214D-2 China 2007 1 1 VI Mechanical Construction Company 414.285.71 1 Tyred wheel loader LX 70-2 Japan 2007 1 4 935.559.43 2 SAMSUNG Crane Korea 2002 1 2 2.956.695.59 3 Concrete pump China 2011 1 4 431.172.84 4 Electric generator 250KVA USA 2003 1 8 591.000.00 5 Wheel Loader KomatsuW150 Japan 2006 1 0 2.220.976.86 6 Crawler Crane 60T Japan 2003 1 8 2.956.695.59 7 Concrete pump China 2011 1 4 1.242.857.20 8 Concrete mixing plant 60m3/h Vietnam 2003 1 0 Drilling rig soilmec RT3 – ST 3.212.174.36 9 Italia 2001 1 + PK 7 1.242.857.20 10 Concrete mixing plant 60m3/h Vietnam 2003 1 0 Bored pile drilling machine 1.000.982.65 11 Japan 2003 1 KH100 6 1.325.887.18 12 Concrete pump 87m3/h Italia 2003 1 4

Production Year for Original price No. Name of machine Quantity Country use (VND) Drilling rig Casagrander 3.619.519.06 13 Italia 2001 1 RM21 6 1.194.828.76 14 Concrete mixing plant Vietnam 2008 1 6 1.946.051.38 15 Tower crane 744CS France 2009 1 5 Crane HITACHI KH180 – 1.807.164.37 16 Japan 2001 1 1551 3 1.695.238.09 17 Hydraulic oil drilling rig R9G Vietnam 2009 1 6 1.623.833.23 18 Concrete mixing plant Vietnam 2007 1 9 1.199.068.29 19 Concrete mixing plant Vietnam 2008 1 8 3.209.817.00 20 Concrete pump truck Deawoo Korea 2003 1 3 1.630.476.19 21 Concrete pump 87m3/h Japan 2009 1 0 1.198.678.57 22 Concrete mixing vehicle Korea 2009 1 1 4.154.666.40 23 Crawler Crane 50T CX500 Japan 2009 1 0 Crawler Crane NIPPON 3.428.571.42 24 Japan 2009 1 SHARYO – DH500 – 5 9 Vietnam 582.991.94 25 Cable hammer drill JK10 2009 1 0 Vietnam 582.991.94 26 Cable hammer drill JK10 2009 1 1 2.983.450.79 27 Drilling rig QJ250 + PK Japan 2001 1 8 3.001.598.67 28 Drilling rig QJ250 + PK Japan 2001 1 8 1.398.700.00 29 Concrete pump Japan 2008 1 0 2.695.257.49 30 Crane Sumitomo SC 500 Japan 2012 1 1 2.000.000.00 31 Crane Hitachi KH180 Japan 2012 1 0 Crawler Hydraulic Crane 55T- 4.524.545.45 32 Vietnam 2010 1 SUMITOMO 5 Crawler Hydraulic Crane 50T- 3.600.000.00 33 Japan 2010 1 IHI 0 Crawler Hydraulic Crane 40T- 2.400.000.00 34 Japan 2010 1 SUMITOMO 0 Automatic cement concrete 1.331.818.18 35 Vietnam 2010 1 mixing plant 2 Rig manufacturing H250 915.196.66 36 Vietnam 2012 1 Longmen bean sprouts frame 6 4.289.401.14 37 Gantry Crane Equipment China 2012 1 0 994.728.47 38 Longmen bean sprouts Vietnam 2012 1 0 39 Concrete mixing plant 30m3/h Vietnam 2012 1 730.000.00

Production Year for Original price No. Name of machine Quantity Country use (VND) 0 Source: Equitization Method of Cienco 1 10.1.5 Status of product research and development: Currently, the Corporation is promoting the completion of new technology products applied to the road and bridge construction as: - Technology for spraying Novachip anti-slip layer - Milled recycled technology - Radkiphan technology - Technology for airport road construction 10.1.6 Status of checking product quality Currently, the Corporation is applying management system standard ISO9000-2000 to perform inspection and quality control (projects). Department of Checking Product Quality of Corporation is the Management Standing Committee ISO9000-2000 and KT-VTTB Division of Corporation. 10.1.7 Marketing operation Corporation realizes that promoting images and products to improve reliability for customers. The Corporation’s promotion is done primarily through newspaper paper, electronic media, website, magazines, sponsorship programs, VTV Television, Voice of Vietnam, the art programs bring to other sociality... However, in the present conditions, promotional activities of images can not simply promote the long-term effects as customers more and more to have services to select. Thus, it comes to the marketing function in the Corporation must be accompanied by providing product quality, maximize benefits for customers. Along with the deployment of business operations, the Corporation has made a positive contribution to the social and charitable activities such as supporting programs like “Together for traffic safety” and many other charitable programs. Participation in community activities has shown emotion, morality, business style of enterprise, and have a major impact in raising the prestige of the Corporation on the Vietnamese market. With the strong development, CIENCO1 entered the top 10 well-known brands of Vietnam in 2013, alongside other major brands such as Oil and Gas Corporation, Saigon Beer.... It is worthy of note in the past year efforts of the whole Corporation, as well as the growth of the brand CIENCO1. This is the second consecutive year CIENCO1 won high into the top famous brands. With nearly 50 year tradition of building and development, with strengths in the field of application of advanced science and technology into production, the product works are always branded CIENCO1 highly evaluated about high quality, fine art, work progress... by investors, people.

Earlier, in 2012, CIENCO1 received the award Top 10 Vietnam Famous Trademark Winner, and is held VNR ranked 127/500 leading enterprises of Vietnam.

10.1.8 Commercial brand

Logo of the Corporation: The specific characteristics of the brand: CIENCO1 word is abbreviated English name of the Corporation. Brand’s Icon shows roads (03 knob branches) and the bridges (the part containing CIENCO1 word). Corporation registered and protected Cienco1 trademark and logo of Corporation at National Office of Intellectual Property of Vietnam. The Corporation has also built website to introduce and promote products, business capacity as well as quality provided with the website address of the Corporation: www.cienco1.com. 10.1.9 Large contracts have been implemented or signed Value Partner for Implementation Product/ No. Name of contract (billion signing the Time Service VND) contract Execute MES-RINKAI- 1 Package CP1A 1.237 2012-/2015 railway bridge TAISEI Execute 2 Package CP1B 350 2011-2013 MES-RINKAI railway bridge Execute 3 Package CP1C 1.080 2011-2014 MES-TAISEI railway bridge Package CP3-B Project 44 Execute 4 640 2014-2016 MES-TAISEI railway bridges railway bridge Execute road GS Engineering 5 Vinh Thinh Bridge 1.334 2011-2014 bridge & Construction

Package No. 3 Noi Bai – Execute road 6 784 2012-/2014 HANSIN Nhat Tan bridge Board of Ta Ngan Execute road 7 Dong Tru Bridge 1.195 2009-/2014 Infrastructure bridge Project Management Execute road GS Engineering 8 Vam Cong Bridge 3.100 2013-2017 bridge & Construction Da Nang Execute road 9 Rong Bridge 1.700 Completed Department of bridge Transport Da Nang Execute road 10 Tran Thi Ly Bridge 1.500 Completed Department of bridge Transport Hanoi – Thai Nguyen THANG LONG 11 972 2010-2013 Execute road Highway -CIENCO8 Project for Station T2 Noi 12 532 2012-2014 Execute airport TAISEI Bai Lang – Hoa Lac Thang Long 13 518 Completed Execute road Intersections Board Vietnam Highway Development 14 Cau Gie – Ninh Binh 721 Completed Execute road Investment Joint Stock Corporation Source: Cienco 1

10.2 Financial situation and result of business production in 3 years before equitization

 Receivable debts Unit: VND Target 2010 2011 2012 30/06/2013 Receivables from 541.925.415.833 421.359.399.255 733.667.182.682 569.517.918.909 customers Advances to 129.660.533.814 294.479.699.509 240.258.004.734 437.278.839.564 suppliers Inter-company 482.477.262.859 453.593.535.453 430.869.494.931 - receivables Other receivables 109.923.317.542 258.450.753.952 153.149.578.821 113.163.266.558 Provision for (80.061.376.335) (198.423.817.107) (306.296.049.581) - doubtful receivables Sub Total 1.183.925.153.713 1.229.459.571.062 1.251.648.211.587 1.119.960.025.031

Source: Audited FS in 2010, 2011, 2012, 6-month- Financial Statement of 2013 of Cienco 1  Payables Unit: VND Target 2010 2011 2012 30/6/2013 Current liabilities 2.134.334.077.564 2.648.637.534.935 2.622.589.400.468 2.529.093.658.499 Short-term loans 98.403.398.523 122.457.208.379 91.700.217.582 212.751.627.756

Trade accounts 586.850.462.152 668.389.891.719 970.654.414.458 1.040.778.767.783 payable Advances from 1.002.861.019.900 1.297.226.575.140 901.903.798.219 833.751.141.731 customers Taxes and amounts 57.785.632.348 83.226.888.655 107.612.491.307 79.551.537.181 payable Payables to 14.227.309.618 43.213.653.786 57.645.842.383 41.884.072.102 employees Accrued expenses 20.073.718.770 39.714.936.265 52.989.467.808 59.254.334.745 Inter-company 205.014.503.049 171.281.457.877 162.131.146.587 - payables Other short-term 139.861.504.990 213.735.288.412 272.860.797.881 260.624.213.440 payables Welfare and reward 7.867.779.928 7.733.134.403 4.861.472.230 268.211.748 fund Provision for short- 1.288.748.286 1.618.500.299 229.752.013 229.752.013 term payables Long-term 406.630.991.225 169.000.248.841 277.635.378.033 126.714.377.463 liabilities Long-term trade 3.136.810.097 3.136.810.097 3.136.810.097 - payables Long-term 72.499.681.455 57.812.075.668 37.724.504.718 36.358.486.196 payables to inter- company Long-term 237.563.489.163 20.442.246.217 6.606.380.000 4.545.820.000 borrowings and liabilities Provisions for 2.569.561.067 3.094.900.971 - - severance allowances Provisions for - - 34.223.886.454 - long-term payables Unrealized 90.861.448.543 84.514.214.988 195.148.795.864 85.810.071.267 turnover Sub Total 2.540.965.068.789 2.817.637.783.776 2.900.224.778.501 2.655.808.035.962

Source: Audited FS in 2010, 2011, 2012, 6-month- Financial Statement of 2013 of Cienco 1  Result of business production operation Unit: VND Target 2010 2011 2012 1.Total asset value 2.786.659.715.070 3.078.145.354.568 3.194.934.446.332 2. VNN as accounting book 238.927.445.244 253.740.369.755 287.942.466.794 3. Short-term Borrowings 98.403.398.523 122.457.208.379 91.700.217.582 In which : Overdue debts - - - 4. Long-term Borrowings 237.563.489.163 20.442.246.217 6.606.380.000 In which : Overdue debts - - -

5. Total employees (people) 1.657 1.902 2.729 6. Total salary 190.886.400.000 228.240.000.000 343.854.000.000 7. Average income for 1 10.400.000 10.800.000 11.000.000 person/month 8. Total revenue 2.436.860.203.717 2.923.147.338.046 4.125.932.721.069 9. Total expense 2.418.279.716.650 2.901.102.462.742 4.099.080.605.314 10. Implementation Profit 18.580.487.067 22.044.875.304 26.852.115.755 11. Profit after tax 17.873.580.355 21.022.535.629 23.542.104.066 12. Rate of Profit after 7,48% 8,29% 8,18% tax/State capital

Source: Audited Financial Statement in 2010, 2011, 2012of Cienco 1  Financial target from 2010 to 2012 Target 2010 2011 2012 Target about solvency Short-term Liquidity Ratio (time) 0,98 0,91 0,96 Quick Liquidity Ratio (time) 0,79 0,67 0,69 Target about capital structure Liabilities /Total assets 91,18% 91,54% 90,78% Liabilities / Equity 1034,20% 1081,60% 984,10% Target about operational capacity Inventory turnover (time) 5,28 4,16 5,29 Net revenue / Total assets (time) 0,84 0,90 1,24 Target about profitability

Profit after tax /Net revenue 0,76% 0,76% 0,59%

Profit after tax / Equity 7,48% 8,29% 8,18%

Profit after tax /Total assets 0,64% 0,68% 0,74%

Profit from business operation/ Net revenue 0,82% 0,56% -0,16%

Source: Audited Financial Statement in 2010, 2011, 2012of Cienco 1 10.3. These factors affect the business production operations of the Company in the reporting year a. Advantages - Up to now, the Corporation has nearly 50 years of construction, development and growth. Along with its development, the Corporation has a staff of experienced leaders and workers qualified professional high. With a passion for this job, enthusiasm for work, the staff collective of the Corporation to jointly develop solidarity, develop Corporation and brought Corporation to overcome many difficulties, to fulfill the assigned tasks.

- Under the leadership of the close assistance of Ministry of Transport, the industries, at all levels, localities, units, creating conditions to help Corporation fulfill the assigned tasks - As the leading unit in work of applying science of industry, new technologies have been received by Corporation, successfully applied in recent years. This is really going to spearhead breakthrough, enhance the competitiveness of the Corporation in the coming time. - Through years of development, the Corporation has built a brand and solid position in the market, the partners and foreign trust, many partners found to link, cooperate with the Corporation. The quality of the works that Corporation executed, are highly appreciated, many works have been awarded the title of “High-quality work” awarded by the Ministry of Construction. - Corporation’s finance and some member units remain stable, are on the rise, creating trust and prestige with the credit institutions. b. Disadvantages This is the period when the Corporation and the member units still have some certain difficulties such as: - Many projects lack of funds, not even the allocation of capital by the investors implemented Resolution No. 11 done by the Government, has affected the business production of the whole Corporation. - Clearance work in some projects delayed and prolonged as: Hoa Lac Intersection, National Highway No. 3 of Hanoi - Thai Nguyen, Package CP1A - Ninh Binh,... affect progress, causing waste to the Corporation and the units involved in the projects - Working acceptance, payment, price adjustment of the investors in some projects very slow and not in time, while the price of main materials increased as iron, steel, cement, fuel, power,... lead to insufficient bidders for construction costs. - Although the bank’s interest rate has reduced from April 2012, it is very difficult to get a loan. Because the banks strictly required loan procedures, affect the current capital for production, partially affect production and business activities of the Corporation. - Some units has risen yet powerful, yet capable of integration, the administration was not scientific, business management system is weak, production efficiency is low. Bad debts are high, still have the accumulated losses, together with the increasingly fierce competition among contractors in terms of investment capital should be reduced, market work meets many difficulties, especially units in road construction block, construction materials production,...

11 Position of Corporation compared with other enterprises in the same sector 11.1 Position of the Corporation in the sector

+ In terms of production capacity and technological level: Corporation is the forefront unit of work of applying in science of sector. In recent years, the Corporation has achieved many honors for technological applications and awarded high quality work. In addition to traditional technologies such as auger, cantilever, cable-stayed, prestressed, handle soft ground, anti- sliding... continue to be improved and summarized by Corporation. Corporation has received the new technologies, applied in the recent past such as construction technology for NOVACHIP ultrathin rough creation, milled recycling technology upgrade pavement structure of old vehicle roads, manufacturing and construction of steel structures, steel arch bridge and large aperture concrete steel arch stuffed, high-intensity rock drilling and large drilling depth, Probase for rural roads,... This is really going to spearhead breakthrough, enhance the competitiveness of the Corporation in the future. Corporation’s leader has directed the engineering department of the Corporation in close collaboration with the engineering units, check verification and construction methods for solving problems in engineering projects that Corporation undertakes, Corporation’s projects authorized as well as the projects that the units can subjects of contracts. Therefore, the technical issues on all projects are resolved promptly with the goal: “Quality - Progress - Safety – Efficiency” Determine work quality is the survival of enterprises; entire works that Corporation constructs, are paying special attention to quality, this work is focused on the first criteria. In recent period, many works achieved the title: “The high-quality” awarded by the Ministry of Construction as: Rach Mieu Bridge, Dung Quat Port, Ham Luong Bridge, National Highway No. 1A of Ha Noi - Lang Son Section… + In terms of operational market: Currently, on the civil engineering construction market, the competitors of the Corporation are divided into 2 groups are domestic and foreign construction enterprises: - Domestic competitor group: Striking is the large construction Corporations such as: CIENCO4, CIENCO5, CIENCO6, CIENCO8, Thang Long, Song Da, Truong Son, Licogi ... These enterprises have created fierce and complicated competition in the construction market of Vietnam. Each Corporation has its own advantages in the area of operation or specializes in a particular field. Through the actual survey, Corporation still has advantages over bidding capacity on items of available machineries and equipment levels, assets, capital, work force; the annual output of the Corporation is always higher than the above enterprises. In addition to the above large Corporations are also independent enterprises, small and medium enterprises in the locality. The small-scale enterprises, weak procurement capacity, but they have close relation with the government of localities, the ability to make quick decisions, moving maneuver, knowledgeable market prices

by region comprehend that they can win in many small projects that the share of CIENCO1 left open. For large-scale projects of these enterprises are not qualified to participate in, but not so that CIENCO1 despised rival, CIENCO1 always identifies market work is important work, investment priorities over both. - Foreign competitor group of CIENCO1: More than 300 foreign contractors are from other countries and territories. The contractors have done so many large works and item on the territory of Vietnam as a general contractor or main contractor. These contractors, especially the construction groups from Japan have dominated the level of management organization, financial capacity and specially have experience and modern technology. Moreover, they also backed the Government’s mother - the donor countries or loans for Vietnam project. From the above practical demands CIENCO1 to build market strategies, investment and sound business strategies to meet the vibrant competition of the market. In such conditions, the link with the domestic and foreign bidders in competitive bidding is a solution creating the general power which CIENCO1 aims at 11.2. Prospects for development of sector On 03/3/2009 the Governmental Prime Minister issued Decision No. 35/QD/QD-TTg about strategy for transport development until 2020, with a vision to 2030, according to the orientation for domestic transport development is defined as follows:

 Develop transport infrastructure synchronously, reasonably, combine with development of each stable step with breakthroughs into modern to create a complete, uninterrupted and linkable network between the methods of transportation, between regions, between urban and rural areas across the country, and also respect maintenance work, ensure efficient exploitation, the existing sustainable transport infrastructure

 Combine with new investment to renovate and upgrade in-depth investment to promote the efficiency of industrial facilities with available transportation.

 Develop external transport system coherent with the domestic transport system to actively cooperate, integrate regionally and internationally;

 Promote local transportation, meet the requirements of industrialization - modernization – rural area, link with the local transportation network with national transportation network, and make the continuous, smooth and reasonable transportation costs, consistent with the majority of people.

 Socialization of investment in traffic infrastructure development, Maximum mobilization of all resources, respect domestic resources to invest in developing transportation To carry out the above orientations, the Government also provides solutions, implementation support policies, which is typical:

 Increase investment level for transportation infrastructure in the annual State budget reaches 3.5 to 4.5% of GDP

 Mobilize all resources, focus on internal resources, create favorable conditions to attract investment capital from all economic sectors in various forms to build transportation infrastructure...

 Encourage and create all favorable conditions for transportation industrial enterprises to expand joint ventures, domestic and foreign associates to raise capital, technology transfer, exchange of management experience...

 Establish financial leasing companies under the guarantee of the State to create conditions for enterprises to access and use of financial resources, technologies, new techniques. With views of the Government, transportation is considered as an important part in the socio-economic infrastructure, needs to prioritize development investment one step ahead at a rapid and sustainable pace, to create foundation for socio-economic development, ensure national defense and security, service of industrialization - modernization of the country has opened up the prospect of future development in the industry, enable enterprises in industry has many business opportunities, access to capital, technical science and experience of new management 11.3. Evaluation of the appropriateness of the orientation development of Corporation with orientation of industry, State policies, and general trends in the world The suitability of development orientation of the Corporation with the orientation of the industry, State policies and general trends in the world represented by the Corporation determined to transition to operating under the new model is Joint Stock Company. In integration trends and current developments with market economy, model of State enterprises does not work effectively, flexibility and competitiveness is limited. Joint Stock Company model is the most appropriate types of enterprise that the advanced countries in general and Vietnam in particular are adopting and promoting its positive aspects in the economy. With the model of Joint Stock Company, the Corporation will mobilize human resources in society both capital and human power of all economic organizations and domestic and foreign individuals. Legal entities and individuals engaged in production and business operations of the enterprise to help the innovation and develop enterprise, create jobs for employees, increase sources of revenue for local budgets, changes methods of enterprise management, create motivation for development, improve the efficiency and competitiveness of enterprises in the market economy.

VI. PLANS OF BUSSINESS PRODUCTION OPERATION AFTER EQUITIZATION 1. Name of Joint Stock Company, business sectors and industries

Company’s TỔNG CÔNG TY XÂY DỰNG CÔNG TRÌNH GIAO THÔNG 1 : name – CTCP CIVIL ENGINEERING CONSTRUCTION CORPORATION English name : NO. 1 – JSC Abbreviated : CIENCO 1 name No. 623 La Thanh Road, Thanh Cong Ward, Ba Dinh District, Hanoi Head Office : City Tel : 043.8350930 Fax : 043.7721232

2. Business sectors and industries Inheriting the business sectors and industries have been the Department of Planning and Investment of Hanoi City under business registration license No.0100104274 dated 17/09/2010 for the first time and based restructuring plan approved by the Ministry of Transport, business sectors and industries of the Corporation after equitization, including:

No. Name of Sector Sector Code

1 Build constructional works of railways and road 4210 2 Build public constructional works 4220 3 Build other civil engineeiring works 4290 4 Manufacture constructional materials from clay 2392 5 Manufacture cement, lime and gypsum 2394

6 Manufacture concrete and products from cement and gypsum 2395

7 Manufacture metal components 2511 8 Fabricate mechanics, handle and coat metal 2592 9 Exploit stone, sand, gravel, clay 0810 10 Repair machineries, equipment 3312 Repair and maintain means of transport (exclude vehicles, motors, 3315 11 motorbikes and other engine vehicles) 12 Repair other equipment 3319 13 Wholesale machineries, equipment and spare parts of other machines 4659 Operation for supporting financial services which are not divided into 4290 14 any item: In details: Consult investment for building civil engineering works 15 Transport goods by road 4933 16 Short-stay services 5510

Carry on business in real estates, land use rights belong to owners, 17 6810 users or lessors 18 Architectural activities and relevant technical consultancy 7110 19 Operation of specialized design 7410 Professional, scientific and other technological operations which are 20 7490 not divided into any item 21 Lease machineries, equipment and other tangible appliances 7730 Operation of centers, consultant agents, introduce and brokerage labor, 22 7810 works 23 Supply and manage labor source 7830 24 Tourism agent 7911 25 Operating tours 7912 26 Services for supporting related to promoting and organizing tours 7920 Service operation for supporting other remaining business which are 27 not divided into any item 8299 In details: Export, import goods Career education 28 In details: Train technical, professional, civil engineering, electric 8532 water workers Other educations which are not divided into any item 29 8559 In details: Teach foreign languages and teach conversation skills 8560 Service for supporting education 30 Decision No. In details: Services for overseas study consultancy 05/2013/TTg 3. Organizational structure ofGeneral management, Assembly administration of and control of the Joint GeneralShareholders Assembly of Stock Company Shareholders The organizational structure of the Civil Engineering Construction Corporation No. 1 - JSC (hereinafter referred to as Boardthe Joint of ManagementStock Company) will be specifiedSupervisory in the Board Charter of Board of Management Supervisory Board organization and operation of the Joint Stock Company by the General Assembly of Shareholders passes through and under the provisions of the Law on enterprises. Diagram of Corporation’s organization structure after Equitization General Director General Director

Branches Corporation’s Dependent Branches DepartmentsCorporation’s accountingDependent Departments accountingunits units

Subsidiaries Associated Subsidiaries companiesAssociated companies Consultant Organization: SAI GON – HA NOI SECURITIES JOINT STOCK COMPANY Page 41 CIVIL ENGINEERING CONSTRUCTION CORPORATION NO.1 OFFERING CICULAR

Executiv e Boards

 General Assembly of Shareholders: is the highest authority of the Corporationn, annual General Assembly of Shareholders is held once a year. Assembly of shareholders must annually meet the stipulated time is four months since the date of ending the fiscal year. General Assembly of Shareholders passed decisions within its jurisdiction by voting at the meetings or in writing opinions  Board of Management: is the agency directly manages in Corporation. Board of Management organizes implementation of rights and obligations that the General Assembly of Shareholders in the Corporation’s Charter and the provisions of law and the right to the name of the Corporation to exercise the rights and obligations of the Corporation, except for matters of the General Assembly of Shareholders;  Supervisory Board: Is elected by General Assembly of Shareholders. Supervisory Board is responsible for checking the legitimacy of management, business operations, and appraisal of the annual financial statements of the Corporation; notice of inspection results and business operations of the Corporation to the General Assembly of Shareholders and perform other duties under the Corporation’s Charter;  General Director: Implements the resolutions of the Board of Management and the General Assembly of Shareholders, business plans and investment plans of the Corporation passed by Board of Management and General Assembly of Shareholders and other duties under the Corporation's Charter  Parent Company: Includes branches, departments of Corporation, the dependent accounting units and Executive Boards - Branches: Ho Chi Minh City Branch; Cambodia branch, Tay Nguyen Branch; Constructional Vocational School No.1, Mechanism Execution Company No. 1; Services & International Labor Supply Company; Bridge Enterprise No. 17 – Cienco1;

Bridge Enterprise No. 18 – Cienco1; Constructional Enterprise Cienco1; Constructional Company No. 123. - Professional Departments: Office of the Corporation; Market Planning Department, Department of supplies and equipment engineering, Finance Accounting Department, Department of Organization and Personnel Labor, Capital Management Department and Department of appraisal for investment projects: - Executive Boards  The subsidiaries, associated companies: - Subsidiaries: Joint Stock Company No. 116- Cienco1; Bridge Joint Stock Company No. 12- Cienco1; Investment and Work Construction Joint Stock Company No. 120; Civil Engineering Construction Mechanics Joint Stock Company No. 121; Bridge Joint Stock Company No. 14-Cienco1; Work Construction and Investment Consultancy Joint Stock Company No. 1; Công ty TNHH.BOT Rach Mieu Bridge Co., Ltd; Civil Engineering Construction Experiment Consultancy Joint Stock Company No. 1– Cienco1; Constructional Investment Joint Stock Company No. 125 – Cienco 1; Road Joint Stock Company No. 224 - Cienco 1; Road Joint Stock Company No. 226 – Cienco 1; Road Company No. 230; Road Joint Stock Company No. 232 - Cienco 1; Road Joint Stock Company No. 240 – Cienco 1; Road Joint Stock Company No. 242 – Cienco 1; Traffic Project Construction & Management Joint Stock Company No. 244 – Cienco 1; Road Construction Joint Stock Company No. 248 – Cienco 1. - Associated companies: Work Construction Joint Stock Company; Bridge Joint Stock Company No. 10- Cienco1; Work Construction & Material Production Joint Stock Company No. 115; Work Construction & Material Production Joint Stock Company No. 119-Cienco1; Investment and Construction Joint Stock Company No.122- Cienco1; Trading and Civil Engineering Construction Investment Joint Stock Company No. 124- Cienco1; Work Construction Investment Joint Stock Company No.128- Cienco1; Work Construction Joint Stock Company No. 15- Cienco1; Joint Stock Company No.16- Cienco1; BOT Thanh Hoa City Bypass Co., Ltd; Constructional Investment Joint Stock Company – Cienco 1 (CIC); Vietnam Construction and Investment Consultancy Joint Stock Company; Chieng Sinh Cement Joint Stock Company – Cienco1; Work Construction & Material Production Joint Stock Company No. 1; Mai Son Cement Joint Stock Company; Material Production& Work Construction Joint Stock Company No. 117- Cienco1; Waterway Work Construction & Investment Joint Stock Company- Cienco1; Civil Engineering Construction Investment Consultancy Joint Stock Company No.1– Cienco1; Tourism Trading and Constructional Investment Joint Stock Company- Cienco1; Hall Brothers International Co., Ltd; Anphanam Infrastructure Construction & Investment Joint Stock Company; Work Construction & Investment Joint Stock Company No. 134; Thai Binh Duong Real Estates & Infrastructure Development Joint Stock Company; Civil Engineering Construction Joint Stock Company No.189 – Cienco1; IMICO Joint Stock Company – Cienco1; Civil Engineering Construction & Trading Investment Joint Stock Company No.1;  The political and political - social organizations: Party, Trade Union, Youth Union of Parent Company - Corporation

4. Business production plan of the Corporation after the implementation of equitization 4.1 Orientation & Development Strategy after equitization a. Orientation After transferring operations in the model of joint stock company, the Company will focus on implementing the following objectives:

- Promote the autonomy, creativity, exploiting all the potentials, advantages, focus on promoting business production, achive high efficiency, conservation and capital development. To continuously improve the operational efficiency of enterprise, on the basis of business production development, improve care and physical life, spirit of employees. - Build Corporation, specialized agencies at all levels in a clean and strong. Promote the role of the political – social unions, build enterprise culture, implement democracy, mobilize solidarity strength to build Corporation to develop stably, sustainable growth, contribute in the industrialization and modernization of the country and the capital.

- Link strategic shareholders, strategic partners have the potential for capital, technology, management capability, product and market; and also promote the intra-links to create more opportunities, create integrated resources to have the more competitive and efficient advantages. - Orientation of businesses and sectors and products: Robust growth and steady, focus on improving the brand in the traditional manufacturing operations. Research, deploy and develop fields of manufacturing and new services such as construction of urban housing, construction materials production, investment projects under the BOT and BT ... - About engineering, technology: Step by step renovate execution technology, equipped with advanced equipment, make our products more competitive high-quality growth creates high added value. - Deeply innovate business administration; Create and develop enterprise brand and enterprise culture. b. Strategies for specific development

 Arrange, innovate organizational and operational structure  Innovate organization, strengthen and enhance the effectiveness of apparatus in parent company - Continue to renovate and reorganize the Office of the parent company, to ensure both the direct functions and tasks manufacturing business of the parent company, just managing the capital of the parent company in subsidiaries, associated companies to enhance the staff capacity and operating efficiency of Office of the parent company.

- Strengthen, stabilize organization of parent company’s Office towards smaller and lighter, assigning clear responsibilities, facilitating reduced focal maximize the capacity of staff. - Develop function of specific tasks, the boundary of each department. Build titles for each working position. Review classification agency’s staffs to arrange suitable jobs - Examine and review the management regulations of dependent accounting units, the member units to modify, supplement or newly build regulations in accordance with the actual conditions of the unit on the basis of the provisions of the parent company in the statute was enacted. - Strengthen the organizational model of improving management and executive capacities of the project steering committee. Institutionalized relationships in solving tasks in projects between Executive Board and the parent company’s departments and construction units. - Build application programs in information technology in management and executive works from the parent company to the member units. Effective use of information technology in the management and executive works in business production - Organize the training classes, raise awareness of the managers on the administrative procedures, organize systems of profile rotation, update and transfer information in the executive apparatus to ensure processing accurate, timely and situations in production and execute in compliance with directives and orders of leaders at all levels.  Arrange, innovate organization and management to improve the operational efficiency of the dependent accounting units, the member units - Renew the dependent accounting units, the member companies as the target: “productivity, quality and efficiency”; gradually improve the competitiveness capacity of the units on the market. Enhance autonomy and self-responsibility in the business operations of units. Build the dependent accounting units evolved into the core units of the parent company. Along with the ability to promote links, set of member units when performing large tasks requiring the general power - The dependent accounting units, member units for building management mechanism from the company to the workshop. Pay particular attention to the management of schedule, quality, managements of salary, materials, equipment and benefits of the employees associated with the results of production business.... - Accelerate the reorganization and renew units:  Reorganization the assisting apparatus of parent company to improve efficiency in the works of executive management

 Create conditions for the dependent accounting units to operate effectively.  Organize operations of Constructional Vocational School No.1 well, towards the establishment of Vocational College  Strengthen capital preservation and development of the parent company and the parent company’s capital investment in subsidiaries, associated companies. - Apply the advanced engineering and technoligical sciences in business production and management, create products with reasonable cost, fast payback, highly profitable. - Exploitation of resources, potentials and strengths in land, factories, head office, business brand, the brand of the Corporation (CIENCO1) ... to create additional revenue sources for developing business production. - Use effective assistance of financial resources in the country and abroad (if any). - Mobilize capital of officials - workers - employees and society (including the participants, stock market trading, ...).

- Supplement capital source from annual profits. - Promote the role and responsibilities of the representative of capital part at the subsidiaries and associated companies. - Develop and closely manage costs, especially the cost of works. Practice savings against waste in production and enterprise management. - Perform works of inspection, audit comprehensive internal and regular to capture the financial situation of the parent company and the member units to serve for enterprise management - Strengthen works of capital management in Corporation and capital in joint stock companies. Financial investment in the joint stock companies effectively. - Rotate, balance capital funds to serve for business production, meet the financial planning and additional investment for machineries and equipment, raise construction capacity of basic construction projects. - Focus on test work of completed volumes, full settlement for projects, timely to collect backlog outstanding - Reviewe to amend, supplement to the regulations on responsibilities, rights and duties of representing person of the parent company in the member units, associated units. Through the capital representatives to guide the work of the business production of member units, to the use of capital of the parent company in the member units, associated units are most effective. - Implement the relationship between the parent company and the member units, associated units through the economy, on the basis of the provisions of law.

- Through the representative to guide the raising competitiveness of the companies after implementing equitization, especially raising financial capacity through the issuance of new shares to raise charter capital. - Develop an appropriate roadmap for listing shares of joint stock companies, target to the 2015 has at least 50% joint stock companies listed shares.  Develop business industries and sectors These are important goals for market expansion and selection, arrange restructuring products, contribute to the development of capital source to re-invest and expand, improve product quality, locate new position of the Corporation in the market with the role as investor.  In the field of construction of transport infrastructure Focus on strengthening, enhancing brand of Civil Engineering Construction Corporation No. 1 (CIENCO1) in business production operations in the traditional fields of Corporation has strength: Building bridges, roads, airports, ports ...; perform management, exploit and maintain road infrastructure system, synchronously deploying strategies about product, market and implemention solutions, as follows: - Mobilize the general power of the whole Corporation, exploit the best brands of the Corporation and the member units for the market. - Focus all resources to participate in key bidding, especially on large projects, high technical requirements. Analysis bid price scientifically, reasonable to assure principles of competitive and profitable price - Strengthen alliances, partnerships, links with partners, preferred partners, the traditional customers on the basis of ensuring harmony of interests between the parties, not to be forced cost or disadvantage. Select, consider carefully when joining subcontractor or quotation for partners, the foreign companies - There is a scientific and flexible behavior in each case, each specific project to ensure harmony of interests of the Corporation. - Keep abreast of the markets where have projects of Corporations are doing good, reputable. - Research on the construction investment of tunnels to 2013 can perform the first work and to 2015 can be owner of all the construction technology for large-scale projects. - Expand fields of project management and providing technical services such as design consultancy, supervision consultancy and experiment consultancy:  Enhance the ability to provide services for technical experts working in construction supervision.

 Develop the consulting work to make investment projects since the investment preparation phase to the implementation phase of investment for building large- scale bridges and roads (Project of Group.A) and perform a full integrity and technical consultancy in the projects. Basically perform design of the construction of bridges has modern structure  For the experimental work: Strengthen materials experiment capacity for construction to afford the staff, technical staff, equipment and technology to perform to complete all mechanical targets of materials of the member units, affiliates and parent company and achieve standard of VILAS laboratory. Annual market work strives to achieve 8000 billion - 10.000 billion to meet basic enough jobs for the whole Corporation. The focus for the market for large projects funded clearly in the period from 2012 to 2015. Details as follows: - Cao Lanh Bridge (Dong Thap): 2.000 billion dong - Vam Cong Bridge (Dong Thap): 2.000 billion dong

- Ben Luc – Long Thanh Project (3 packages are sponsored by JICA): 8.000 billion dong - Tan Vu – Lach Huyen Project: 10.000 billion dong - Da Nang – Quang Ngai Highway (7 packages are sponsored by JICA): 9.000 billion dong - Nhon – Hanoi Station Overhead Railway (Hanoi): 5.000 billion dong - 44 railway bridges (3 packages CP3): 2.000 billion dong - Yen Vien – Ngoc Hoi Railway Line: 10.000 billion dong - Co Chien Bridge ( BOT 35%): 1.000 billion dong - Lach Huyen Port (the expected part of Cienco1 undertakes): 1.000 billion dong - Cua Lo Port: 1.500 billion dong

- Building JFE Steel Factory: 1.500 billion dong  For some other business lines Research and develop business and invest in the manufacture and market services which have great demand such as: - Construction of urban housing: High apartments, urban areas with appropriate ability. In short-term, the exploitation of the land of holding company and member units in Hanoi is focused - Invest, joint venture in production of building materials, production of bridges, roads, ports equipment …which are suitable to the Corporation's ability to serve its business and provide to the market.

- Organize research, improve quality, and expand the scale of design survey consultancy, investment consultancy, experiment, testing, and so on. - Select investment and build projects industrial, civil ... - To act as investors in the investment projects of industrial zones and civil constructions - Implement the role of investor in investment projects under the form of BT, BOT ... in the economic sectors in accordance with the capacity, the available potential of holding company. - Develop industrial production:  Focus for the production of specific products, especially products serving the brigde construction (anchor loops, elastic joints, bridge bearings ...).  Manufacture block packing, equipment which is specialist in burning serving the production of cement concrete, hot asphalt concrete, cast-in-place pile drilling technology and foundation treatment ...

 Consolidate and develop the mechanical manufacturing facilities. Produce steel girders and non-standard steel structure to serve the construction industries. - Consolidate and promote the export of labor and export of specialists.  Accelerate the research and application of new techniques and new technology - Research, deploy and perfect the application of new technologies such as technology of casting concrete box girder with moving scaffolding system, constructing of concrete steel pipe arch bridge, constructing cable-stayed bridge, constructing tunnel, subway, high-speed rail with NOVACHIP no-skid road ... - Complete and apply in practice technology of raking, removing and recycling foundation of old pavement. - Widely apply of information technology in management, production and business operation to meet development needs.

- Develop the intranet of each unit (LAN network); apply in unification manner one management software. Build network systems between the offices of parent company and dependent accounting units, subsidiaries, and link units (WAN network), implement production hand over via the network between the Project Steering Committees and the units with the parent company.  Human resource development Organize the training to develop professional human resource with high level of speciality, foreign languages and to expand knowledge in other sectors to meet development goals and requirements of Corporation until 2015 and the next years. Invest with emphasis in training for engineers, professional management staffs, and skilled workers. Each year, organize the

selection of officials having good competence, high level and good political quality to send to train in depth specilaites in domestic and abroad. Develop and perfect technical facilities system, focus on investment in development of Construction Vocational intermediate school No. 1 into Vocational College or the same. Organize re-training activites and self-training in officials and staff in the Corporation. Perfect the system of policies on recruitment and clear and suitable use of human resource after training in the direction of strengthing the activeness of the parent company in finding and attracting candidates with high level, good quality and good morality and good managerial staff to contribute their intelligence and effort to the development of business of the Corporation, especially in high technology and technique sectors which the Company is now lack of. Continue to improve policy on salary, income of staff under the direction to prove their ability, their intelligence, experience and performance, have appropriate treatment policy for high skilled workers to create strong attachment in long-term to the Corporation, encourage workers to make more efforts in study, improve professional level. Implement policy on rotation and appointment; build the next professional managers and managerial staff.  For directing staff and managerial personnel - Training directing staff and managerial personnel; implementing the strategy, strategy of bringing new blood into staff, building young and strong directing ans managerial staff class with good quality and enthusiastic; developing parent company and its subsidiaries having good capacity, the professional knowledge, sensitivity and dynamic to market economy, determination in management, and being determined to fulfill assigned responsibilities. - Reviewing and classifying current staff on the basis of personnel standard and the development ability of each person to plan leaders of the parent company. Bringing new blood into leaders, ensuring harmony between ages to avoid the shortage of next leaders. - Conducting training staff in accordance with planning to ensure that they have enough necessary conditions and criteria to use when having demand. Building competent managerial personnel to add in the missing titles and replace older staff in 2-3 coming years. - The Youth Union of Parent Company will be responsible for introduction of engineers, bachelor of Ecomomics who have good professional speciality, good moral character, will of progress and leadership qualities, willingness to work for long term in the parent company and its subsidiaries in the age of 25-35 years old to conduct training and effectively use.

- There are incentives for leaders, managerial personnel so that they learn by themselves foreign language to be active in trading.  For professional staff - Implementing statistics to grasp the situation of professional staff of the parent company and its subsidiaries. Classifying staff to properly arrange staff in accordance with their capacity and forte. Conduct a transfer or retraining for staff that have good moral quality, good sense of responsibility but are working in sector that is not their speciality. - Seriously implementing regulations of professional staff recruitment. When having demand on recruitment, it is necessary to conduct tests and check of qualification, speciality and other requirements for the vacancy. - Developing officer standards to conduct annual examination to create motivation for actively cultivating, updating their knowledge of science technology and managerial science of staff and timely handling cases which do not commensurate with the duties and development requirements of the unit. - Performing the rotation of professional officials in managerial and administrative agencies, and officers who directly produce to acquire practical experience and management skills.  For skilled workers and high qualified labours - Listing skilled technical workers and high-qualified labours to balance the production tasks of the unit. Building reasonable treatment regime for these objects and managing them closely. Considering skilled workers and labours as invaluable assets of the unit. Building regulations on the management, rotation, treatment policies for skilled workers and high-qualified labours in parent company and its subsidiaries. Rotating staff between the subsidiaries to appropriately use and exploit the potential of skill of skilled workers skilled and high-qualified labours.

- Organizing re-training the workforce for the parent company and its subsidiaries and associated companies. Focusing on training of special jobs: machine operator, specialized equipment, special equipment, and brigde fitter and so on.  Build the brand of Corporation - Focusing on the direction of the state key projects so that they are completed with good quality, on time schedule, performance, safety and high finr arts, which continues to develop the brand of Cienco1. - Focusing on promoting resources to invest in new and advanced technologies applied in Vietnam to have own direction in main business line and affirm the brand of Cienco 1.

- Promoting the image of Cienco1 through partnerships with the media agency, the press, the social organizations and so on to raise awareness and responsibilities of officers and staff of the Corporation in building and protecting the image and the brand of Cienco1.  Develop enterprise culture - Building labour style with high discipline  Strictly complying labour discipline, technology discipline and especially strictly implementing processes, technical regulations on labour safety, industrial hygiene for each equipment, each construction site, each factory, ... and first of all in the executive body.  Work Style is advanced, industrial, creative, overcoming difficulties. - Developing business culture  Always being respectful and willing to work with its customers, partners.  Being confident, honest in work and being trusted partner of partners and customers.

- Building civilized style and cultural lifestyle  Training civilized behavior manners for all subjects, especially those who frequent receive visitors, communicate with domestic and international partners of the parent company and its subsidiaries.  Regularly organizing cultural activities, arts, sports, holidays and travels for labour collective, paying adequate attention to the spiritual life of staff.  Focusing on developing enterprise culture of the parent company and its subsidiaries from the grassroots, organizing propaganda and implementing by specific movements. c. Investment plans Implementing goals, development orientations - on the basis of plan of investment and development for the period 2011-2015 in the restructuring plan approved by the Ministry of Transport approved in Decision No. 1417/QD-BGTVT dated 19/06/2012 and the forecast for the period 2013-2015, the parent company and its subsidiaries focuses on the implementation of projects which invest in key sectors: construction of traffic work and some other ancillary works to enhance production capacity and competitiveness.

Corporation builds development investment plan in period 2016 - 2020, focusing on a number of manufacturing sectors such as: - Construction of transport infrastructure: Strengthening and enhancing brand in business production in traditional areas which the Corporation has strength: Building bridges, roads, airports, ports; implementing management, exploitation and maintenance of road infrastructure, comprehensively deploying strategy of product and market as well as implement solutions.

- The other business lines:  Developing urban housing: High apartment, urban areas with appropriate its capabilities  Investing in, joint ventures in producing building materials, production of bridges, roads, ports equipment and so on.  Producing specific products, especially products serving the brigde construction industry.  Manufacture block packing, equipment which is specialist in burning serving the production of cement concrete, hot asphalt concrete, cast-in-place pile drilling technology and foundation treatment ... 4.2 The system of basic economic indicators of business production plan in three consecutive years after equitization

Criteria Unit In 2014 In 2015 In 2016

1. Charter capital Million VND 700.000 700.000 700.000 2. Total labours Person 2.713 2.963 3.313 3. Total wage fund Million VND 406.950 469.339 560.559

4. Average income Million/Person/month 12,5 13,2 14,1

5. Total revenue Million VND 4.195.380 4.409.553 4.720.624 6. Total cost Million VND 4.119.604 4.329.672 4.630.814 7. Profit after tax Million VND 61.526,9 64.777,4 74.138,5 8. Dividend rate %/year 7% 8% 9% Source: Equitization plan of Cienco 1 4.3 Solutions and basis for implementing criteria of the plan To achieve the targets set, the Corporation offered solutions including:

 Solutions on products, brands and markets - Improving the quality of products, developing new product; Organizing investment in products which have low ICOR indicator, low prices - creating competitive advantage on price, Seizing market signals on time. Consolidating and developing market share. Directly importing technical materials and exporting some products of the Corporation. - Strengthening quality management, appropriately applying quality management system in accordance with national and international requirements. The parent company and its subsidiaries develop appropriate and effective quality policies in order to consolidate and enhance credibility in the market, satisfy the increasing demands of customers. - No continuously perfecting and improving the effectiveness of quality management system to manage business and production effectively.

- Office of the parent company and the units should be focused on building and maintaining application of quality management system according to ISO, is considered as an important solution for sustainable development. - The parent company and its subsidiaries need to have a comprehensive program to consolidate and develop the brand. Adequately invest in finance and human resources to implement development programs and promote the brand. Raising awareness for the employees of the parent company and its subsidiaries on the brand. This must be considered as an important solution to improve competitiveness, the main way to enter and develop the market.

 Solutions on application of advanced technique and technology Implementing the strategy of technological innovation, upgrading and supplementing automatic equipment; applying science and technique in industrial and agricultural production; increasing investment in technological and technical application to improve productivity, quality and diversity of product.

 Solutions on finance and capital - Restructuring capital resources, balance capital for business and investment. Using capital with right purposes, strictly managing assets, materials and capital; implementing cost reduction, capital preservation and development. - Promote enterprise innovation, adjusting production structure to facilitate for companies to operate efficiently, increase the ability to accumulate capital for reinvestment to develop, for the sustainable development of units. - Re-evaluating the current status of production capacity of the member units; breakthrough solutions are necessary to solve the shortcomings of financial measures such as investment cooperation, charter capital restructuring, selection of strategic partners to issue shares. - Jointing ventures with national and international partners which have financial capacity. Especially building relationships with credit institutions to receive financial support. - Working with the State agency, financial organizations for the promotion of projects and for preferential loans to implement projects of BT, BOT, BTO ... - Effectively xploiting and using business advantages especially the potential of land prospective to add business capital on the basis of best use of the capabilities of each parcel of land. - No investing spreadly and invest with low effectiveness, focusing on invest on improvement of machinery and technology capacity to meet the requirements of the projects. - Quitting investment capital in enterprises which opetate ineffectively or less effectively to focus on capital investment in enterprises which effectively trade, contributing capital to set up enterprises.

 Solutions on enterprise management

- Continuing to review, arrange apparatus and manpower in the direction of simplicity and efficiency; Systematizing basic operations and key aspects in subsidiaries and associated.companies. Completing appropriate internal management rule system. Continuing to link with strategic partners having strengths and reputation for mutual development. Strengthening the responsibility of the Board of Directors and Executive Committee; Strengthening inspection, supervision and assessment for enterprise. - Establishing and perfecting the system of management regulations of parent company to create uniform and consistency, ensuring harmony of interests, create fairness and democracy within the internal parent company, between collective and individual of workers. - Conducting a strong management dicentralization, division of responsibilities between superior and subordinate. Proving the autonomy of the units, and improving the effectiveness of management and operation of the parent company. - Strengthening inspection and supervision of business and production activities its subsidiaries, affiliates to ensure effective capital use of the parent company. Closely coordinating the activities of the parent company’s Control Committee and test, inspection of the parent company

 Solutions on investment on production development - Continuing to invest in enterprises with effective business and great potential; Implementing comprehensive reform of investment to develop traffic infrastructure and so on. - Promoting cooperation and joint ventures between subsidiaries and affiliates, as well as subsidiaries/affiliates with its parent company: o Paying attention on cooperation between units, expansion of joint venture model between two or more units for the mutual promotion and implementation of the project. o Implementing the long-term and comprehensive cooperation between two or more units to promote strength, potential of each unit to provide mutual effectiveness and timely mutual assistance in necessary cases. o Directing companies having the same products (the blocks of bridges, roads construction, industry and services) to sign agreement for long-term and comprehensive cooperation. o The parent company will play role as a link to organize activities to strengthen and develop cooperation among member units. - Promoting cooperation and joint ventures, affiliation with national and international organizations and individuals: o Strengthening and expanding long-term and comprehensive cooperation joint venture and affiliation with enterprises, economic organizations in the country to promote the strengths of each side. Attaching importance to cooperation with

other units of the Ministry of Transport to support and promote the projects of traffic infrastructure construction with large scale. o Searching for partners that have financial strength for joint venture and affiliation to together implement investment projects. o Cooperating with enterprises of all economic sectors to implement the projects as the role of contractor, investor or cooperating in the field of science and technology, technical support, financial investment. o Establishing a relationship and comprehensive cooperation with enterprises and economic groups in the country. o Expanding international cooperation, developing relations with traditional partners for many years to enlist the assistance of technology, management skills, technical assistance and training.

 Solutions on human resource - Evaluating the human resources of the Corporation. Developing and implementing human resource and personnel planning. Real innovating recruitment, training and effective management of human resources of the Corporation to meet the requirements of the business and production development corporation in period of 2014-2016 period and forwards to 2020. - There are policies to attract and train young staff, which is considered as the investment for future. There are remuneration policies for persons with special contributions in business and production. - Developing and strengthening a healthy and democratic working environment, creating favorable conditions for competent staff to dedicate and develop. - There are plans to add, replace and improve the quality of labor on the basis of implementing training programs, retraining combined with the recruitment of new young workers who are trained basically. - Building wage unit price in the direction of gradual increase and suitable to the growth rate of labor productivity and ensuring an advanced life for laborers. Salary is considered as an expense for future investment. - Building reasonable and scientific salary payment, ensuring fairness in the distribution in accordance with the principle that salary is proportional to the product and workload, productivity of each laborer. - Coordinating between government and labor union to have plans to take care of the spiritual and cultural life for workers. Organize annual periodic health examinations for staff and workers. - Building reward regulations to promptly encourage and promote the contribution of staff in the construction and development of the parent company. 5. Charter capital and structure of chater capital of joint-stock company

 Charter capital and shareholder structure Holded shares Rate of capital No. Shareholder Quantity Price (VND) contribution (%) (share) 1 State owned 24.500.000 245.000.000.000 35,00% 2 Strategic investors 21.700.000 217.000.000.000 31,00% 3 Staffs 7.616.500 76.165.000.000 10,88% 4 Share offering by IPO 16.183.500 161.835.000.000 23,12%

Total 70.000.000 700.000.000.000 100 %

 Plan to increase/decrease charter capital after moving into joint-stock company: In the period 2014 - 2016, the expected charter capital of the Company is 700 billion Vietnam dong and the Company does not have plans to increase its charter capital in this period. VII. METHODS OF SELLING AND PAYING MONEY FOR PURCHASING SHARE 1. Selling method Compling with the provisions of Decree 59/2011/ND-CP dated on 18/7/2011 of the Government, objects to purchase shares which are issued for the first time by the Corporation include: staff, strategic investors and other investors. 1.1. Shares sold for employees Preferred shares sold to employees in Corporation are made according to list approved by of irregular staff meeting in Conference of labourers on 30/10/2013. Number of shares sold with preference to staff is 7.616.500 shares, accounting for 10,88 % of the charter capital, including: a) Preferred shares with price reduction (discount 40 % for the employee) in accordance with provision in paragraph 1 of Article 48 of Decree 59/2011/ND-CP.

Total employees : 2.552 Total employees who register to buy share 1.877 : with preferred price Total years of working : 12.401 years 1.240.100 shares, equal to 1,77% of Total bought shares with preferred price : Charter Capital Type of share : Common share Condition for transfer : No restriction on transfer 60% of lowest successful selling price Sold price of preferred share : for strategic investors Expected implementation time : Before making a public auction

b) Shares which are registered to extra buy defined in Clause 2 Article 48 of Decree 59/2011/NĐ-CP. Minute Labourer Meeting on Criteria to define in : 30/10/2013 Total labourers pledging to work for long- 2.008 people : term Total shares which are bought according to 6.376.400 shares, equal to 9,11% of : commitment on working charter capital In which: - Buy more under the provisions of point a, 2.339.400 shares, equal to 3,34% of Clause 2 of Article 48 of Decree No. : charter capital 59/2011/ND-CP (200 shares/year) - Buy more under the provisions of point a, 4.037.000 shares, equal to 5,77% of Clause 2 of Article 48 of Decree No. : charter capital 59/2011/ND-CP (500 shares/year) Type of shares : Common shares Conditions for transfer : Limit to transfer Equal to the lowest successful selling Sold price : price for strategic investors Expected implementation time : Before making a public auction 1.2. Shares sold to strategic investors

 Follow Decree 59/2011/ND-CP dated 18/7/2011 of the Government, the strategic investors who buy shares of Cienco 1 must meet the criteria as follows:

 As domestic investors or foreign investors have the financial capacity and sufficient contribution.  Have committement to support new to CIENCO 1 after equitization technology transfer; train human resources; enhance financial capacity and corporate management; supply materials; develop product consumption market.  Commitment on holding share in CIENCO 1 minimum 05 years from the date when CIENCO 1 was issued business registration certificate for the first time under the Enterprise Law in the form of joint stock company;  Do not perform any transaction with CIENCO 1 after equitization which leads to conflicts of interest and creates exclusive right or unfair competition with clients, other investors of CIENCO 1 after equitization.  In addition to the above criteria, foreign investors must meet the following criteria:  Having an account at one of the organizations which provide payment services are operating on the territory of Vietnam and comply with Vietnam law. All activities related to shares purchase must be notified via this account.

 There is a written authorization (authorization contracts, trust contracts, investment assignment contracts) if foreign investors authorize representative organization in Vietnam to buy shares.

 Number of shares which are sold to strategic investors: 21.700.000 shares, respectively 31 % of chater capital.

 List of strategic investors who register to buy shares. Business Quantity of Purchase No. Name of strategic investors sectors and registered share Rate industries Yen Khanh Service Trading 1 Invest and build 7.000.000 10% Production Co., Ltd FECON Foundation Engineering & 2 Underground Construction Co., Invest and build 7.000.000 10% JSC 3 HASSYU Company - Japan Invest and build 7.700.000 11% Sub Total 21.700.000 31% Source: Cienco 1

 Time to sell shares to strategic investors: before the public offerring.

 Method of selling to strategic investors: Direct agreement.

 Starting price for agreement the sale of strategic investors: 10.000 VND/share. 1.3. Shares sold to other investors The total number of shares sold at public auction: 16.183.500 shares, equivalent to 23,12% charter capital The starting price at auction: 10.000 VND/share Order procedures and specific regulations to participate in auction details are specified in the “Regulation on Initial Public Offering of Civil Engineering Construction Corporation No.1” issued by Hanoi Stock Exchange. 2. Payment method and stipulated time

- For share to offer public auction: Method and stipulated time for payment of share money are detail specified in “Regulation on Initial Public Offering of Civil Engineering Construction Corporation No.1” issued by Hanoi Stock Exchange (HNX);

- For share to offer officials and employees and strategic investors: Equitization Steering Committee regulates. VIII. PLANS OF USING THE COLLECTED MONEY FROM EQUITIZATION 1. Expected proceeds from the equitization

On the basis of the actual value of the State capital in enterprise, capital contributions of the State at Joint Stock Company, Corporation provisionally estimates proceeds from equitization as the assumption scheme of all the number of shares auctioned are purchased with a starting price is 10.000 VND/share, after having official price will adjust, as follows:

No. Content Value (VND) 1 Joint Stock Company’s charter capital 700.000.000.000 2 The actual state capital in enterprise after revaluation 478.367.456.916 3 Proceeds from the equitization 450.039.600.000 a - Proceeds from selling the preferred shares to officers and 7.440.600.000 employees b - Proceeds from selling shares to employees to purchase more 63.764.000.000 c - Proceeds from selling strategic shareholders 217.000.000.000 d - Proceeds from selling the auction shares 161.835.000.000 4 State capital value participating in shares 245.000.000.000 5 Par value of shares sold 455.632.543.084 6 Equitization expenses for execution unit (provisionally estimate) 1.993.000.000 7 Settlement costs for redundant employees 871.279.740 8 Surplus to the corresponding enterprise issuing more shares (3-5)x5/1 0 9 The total budget payback amount (9) = 2 + 3 - 4 - 5- 6 - 7 - 8 225.542.777.176 Source: Equitization Method of Cienco 1 2. Handle the shares not sold out Pursuant to Decree 59/2011/ND-CP dated 18/07/2011 of the Government and Circular No. 196/2011/TT-BTC dated 26/12/2011 of the Ministry of Finance, in case, Corporation does not sell all of the Public Offerring, the Equitization Steering Committee has right to offer publicly to the number of shares not sold to the investors participate in the auction by the method of direct negotiation. In case of public offering in a direct manner that does not deal to sold out, Equitization Steering Committee reports to the competent authority for approval equitization plan implemented structural adjustment of the charter capital of Corporation to transfer the Joint Stock Company before organizing first General Assembly of Shareholders. The adjustment of the charter capital structure follow the principle of priority to determine the number of shares sold is the number of additional shares issued under the share sale plan has been approved. In case, the total number of shares sold (including by means of public offerring) is greater than the number of shares issued under the plan to sell more shares, the increasing difference is defined as the state capital shares sold. IX. RISK FACTORS INFLUENCE TO OPERATION OF BUSINESS PRODUCTION OF EQUITIZATION ENTERPRISE 1. Risks of the economy

 Economic growth: Current situation and development trend of domestic economy always affect the survival and development of enterprises. When the economy is in a high growth phase will create more opportunities for enterprise development. Conversely, when the economy declines, the recession will cause a negative impact to the enterprises. Vietnam’s economy in 10 years has gained a high growth rate, reaching 7,3% in 2003, reaching 7,7% in 2004, reaching 8,4% in 2005, 8,17% in 2006, reaching 8,48% in 2007. However, the financial crisis of some large economies in 2008 has pushed the world economy into recession, narrowing export markets, capital markets, labor markets and negatively impact to social-economic sectors of our country, economic growth rate in the country in 2008 was only 6,23% and the figure in 2009 and 2010 and 2011 respectively 5.32%, 6,78 %, and 5.89%. GDP growth rate of Vietnam

Source: General Statistics Bureau In 2012, the economic situation in the country continues to face large difficulties and challenges. Economic growth continued to slow down in 2012 (only 5,03%, lower than target in 2011; interest rates site remained high, however, inflation has been curbed down to one figure. In 2013, facing with many difficulties, Viet Nam economy is positively changing toward. GDP reached 5.52%, the significant increase comparing with 4,73% in 2012. The economic difficulties and instability in recent years has directly affected the business production activities of the Corporation. Although the economy has gradually exitted the recession, to continue to exist and develop, it requires the Corporation to be always proactive, responsive, timely to have solutions and measures to overcome difficulties, challenges, take full advantage of the opportunities to get to rise development.

 Inflation:

Inflation index affects business production activities of the Corporation through the input material costs. Inflation increases to make the cost of business production of Corporation rises up due to rising raw material prices, labor costs.... Despite economic growth in recent years has been maintained at a stable level, Vietnam is also facing increasing inflationary pressures. The inflation rate rose from 6,6% in 2006 to 12,6% in 2007, especially in 2008 the inflation rate had risen to 18,9%. After falling 6,9% in 2009, inflation has continued to rise back up to 11,8% in 2010 and 18,12% in 2011. Thanks to the efforts to control inflation of the State Government, the inflation rate in 2012 fell to 6,81%. Generally, in the period 2001-2012, Vietnam’s inflation rose on average 8,8%/year, far more number of some other countries in the region such as Thailand (2,7%) or China (2,1%). Inflation rate of Vietnam

Inflation rate

Source: General Statistics Bureau As reported by General Statistics Bureau, the consumer price index (CPI) in 2013 increased by 6,04% compared to period last year, but still lower than the same period last year. However, domestic goods demand and supply is basically stable, the prices of some essential commodities such as food, foodstuffs, livestock feed, cement,.. at a stable level. In 2014, CPI is forecasted at 7%, slightly higher than 2013.

2. Risks of legal framework Vietnam is in the development period so the legal system has also been completed gradually, flexibly changeable policy to suit each development period of the economy. Therefore, the legal documents are inevitable gaps and overlap, causing difficulties for all concerned agencies and individuals and implementation organizations. Corporation operates under the Enterprise Law and subjects to regulation by the relevant legislation, so changes in environmental legislation will affect business activities of the Corporation.

3. Specific risks  Operational risks Specific operation of the Corporation is the construction time of the constructional works lasts, the acceptance and handover is done piecemeal, which is parallel to the slow disbursement, the completion process for the construction records as well as approval of the settlement agreed between the investor and the contractor usually takes a lot of time. Besides, there are many projects, constructional works which investor estimates the cost estimate and the missing commensurate with investment funds led to the execution time is prolonged. This makes the slow progress of disbursement, liquidation finalization of the constructional work, affects the financial status of the Corporation, and sometimes not properly reflects business performance as revenue results, the Corporation’s profits between operational quarters as well as in financial year. To overcome this risk, Corporation implements measures to focus on accelerating the process of constructional works, strengthening the acceptance of payment of capital recovery. Execute any item, check and take over its item.

 Risk of price fluctuations in input raw material With the characteristics of a construction and installation unit, cost of raw materials of corporation accounts for the large proportion in the total cost. Besides, the construction technology of Corporation mainly relies on heavy motor machinery, to operate and use these devices; input fuel is an indispensable element. However, sources of current raw materials of Corporation have been influenced by the price changes of fuel prices in the country and in the world. Prices of construction materials such as asphalt, cement, steel, explosives, gasoline prices... are a growing trend. Thus, they affect largely on the situation and the business results of the Corporation. To determine the level of influence of these factors, the Corporation has implemented many measures to create stability to the source of raw materials, such as the signing of the construction contracts which has price adjustment in case prices of input materials and fuel have been fluctuated, the signing of contract for supplying long-term raw materials and build reputable and sustainable business relationships with suppliers… in order to minimize this risk.

 Risks of market and competition:

The constructional market is heavily dependent on the investment plan, the volume and progress of construction works, while the number of enterprises engaged in business in this field more and more to bring fiercer competition in process of providing products and services. In one hand, competition inevitably faces pressure to lower the price of construction, sales and profits, on the other hand, it requires the construction enterprises to have reasonable solutions to approach market; maintain and increase consumption market share but it must ensure the quality and progress of handing over the finished product at the same time

 Technical risks: The construction sector requires to have systems of technical equipment and construction machinery which are suitable and maintain with the rapid advancement of the science and technology. Due to unavoidable obsolescence, It is required that the Company shouldhave depreciation regime and appropriate machinery procurement plans to minimize cost price while ensuring technical systems serving constructional execution  Risks ofinterest rate and solvency: This risk derives from the characteristics of the construction industry that the industry requires relatively long duration of the large capital investment, capital accumulation, immediately unrecovered customer receivables. Thus, Corporation must raise capital from external sources andregular liabilities account for high proportion. The Company must pay interest costs for the debt, especially long -term bank debt, so it will be unavoidable risk about interest rate and risk of insolvency if it does not timely recover of debts from customers. To overcome the above shortcomings, the Corporation has been implementing initial efficient measures, such as strict control of receivables and liabilities and implementing restructuring funds towards increasing the rate of long-term capital of the Corporation.

4. Risks of the offering

Relations of market supply and demand greatly influence to the stock price. This relationshipdepends on economic and psychological factors of investors. Therefore, it can be possible that not distribute all the number of shares offered for sale at auction. 5. Other risks As prescribed in Clause 4 of Article 21 of Decree No. 59/2011/ND-CP dated on 18/07/2011 of the Government on the transfer of enterprises with 100% state capital into Joint Stock Companies, the reduction of account differences between the actual value of the State capital at the time of business transfer to a Joint Stock Company and the actual value of the State capital at the time of determining the enterprise value (for the company dated 30/06/2013) shall be handled as follows: a) If due to objective reasons: With some objective reasons (natural disasters, sabotage, losses from state policy changes or fluctuations of the international market and other unforeseen reasons), the enterprise reports the competent authorities to decide equitization plan to review, decide the use of the proceeds from the sale of shares to offset losses after deducting compensation of insurance (if any). In case, the proceeds from the sale of shares not fully offset, the competent authority decides equitization plan review by the General Assembly of Shareholders to adjust the scale and structure of the charter capital of Joint Stock Company. b) If due to subjective reasons:

- If losses are from not definitively settling the finance existance under the current regulations of the State when enterprise’s valuation, the responsibilities of the agencies involved must clearly be identified the: enterprise, organization for valuation and consulting and agency to decide equitization to compensate; - If losses are from production and business operation, its management officials are responsible for compensation for the loss caused by subjective according to current regulations; - In case of force majeure reasons that people who take charge of compensating are unable to compensate as the decision of the competent authority, the remaining loss part is handled as case resulting from object causes as prescribed in above Section a. Other risks such as natural disasters, epidemics, war, fire... are the risks of force majeure, if they happen, and they will cause damage to property, people and the operational situation of the Corporation. X. CONCLUSION The Offering Circular is part of documents of the initial public offering of Civil Engineering Construction Corporation No 1. It is offered to investors for helping them to self-assess about assets, business operations, financial situation and prospects of the Corporation in the future. This information does not imply a guarantee of the value of the shares. The Offering Circular is made on the basis of the information and data provided by the Corporation to ensure openness, transparency, fairness and protect the rights and legitimate interests of investors. Investors should refer The Offering Circular before deciding whether to participate in auction to purchase shares of the Corporation.

Hanoi, date month year 2014 ON BEHALF OF EQUITIZATION STEERING COMMITTEE CIVIL ENGINEERING CONSTRUCTION CORPORATION NO.1 THE HEAD

PHAM DUNG

ON BEHALF OF EQUITIZED COPORATION CIVIL ENGINEERING CONSTRUCTION CORPORATION NO.1 GENERAL DIRECTOR

CAN HONG LAI

ON BEHALF OF CONSULTANT ORGANIZATION SAI GON – HANOI SECURITIES JOINT STOCK COMPANY DEPUTY GENERAL DIRECTOR

VU DUC TIEN

Tổ chức tư vấn: SAI GON – HA NOI SECURITIES JOINT STOCK COMPANY Page 35