2013 ANNUAL REPORT BIEN HOA SUGAR JOINT STOCK COMPANY Pioneering in the sugarcane industry given 45 years of history, Bien Hoa Sugar Joint Stock Company has built its strong reputation in Vietnam market. From that background, the Company has relentlessly put efforts into new development steps to the future. CONTENTS 04 - 07 04 Vision - Mission 06 Message from Chairman 08 - 19 20 - 35 36 - 43 44 - 57 58 - 111 COMPANY OVERVIEW BUSINESS PERFORMANCE REPORT FROM THE BOM CORPORATE GOVERNANCE FINANCIAL STATEMENTS 10 General Introduction 22 Business results 38 Report and evaluation from the 46 Board of Management (BOM) 61 Corporate Information 12 History of development 24 Organizational structure and Board of Directors (BOD) 52 Board of Supervisors (BOS) 62 Statement of the Board of 14 Scope of Business and Business Area human resources 42 Evaluation of the Board of 54 Transactions, remuneration and Management and Board of Directors 16 Organizational chart 30 Investment situation, Management on business interests of the BOM, 63 Independent auditor’s report 17 Organizational structure key project implementation performance BOD and BOS 65 Consolidated balance sheet 18 Development orientation 32 Financial situation 68 Consolidated statement of income 18 Risky factors impacting 34 Shareholder structure, 69 Consolidated statement of cash flows Company business performance changes of owner’s equity 71 Notes to the consolidated financial statements General introduction VISION MISSION Maintain the leading sugar brand name in Vietnam market by providing Providing customers with the best products and services. healthy and nutritious products for consumers. Expanding to South East Asia. Maximizing shareholders’ value. Being a reliable partner, accompanying the farmers to develop sugarcanes to build new rural area and ensure social security. Ensuring good working environment and opportunities for all staff to fully promote their competence, increasing their income and offer promotion opportunities. 2013 ANNUAL REPORT 2013 ANNUAL REPORT 4 BIEN HOA SUGAR JOINT STOCK COMPANY www.bhs.vn 5 General introduction MESSAGE FROM CHAIRMAN Dear valued shareholders, As foreseen by economic organizations and experts, 2013 went by with lots of difficulties and challenges to the global economy in general and Vietnam economy in particular. The world’s sugar industry remained in the circle of price decrease with the maximum surplus of 10.2 million tons of sugar. IN 2013, 178 THOUSAND TONNES The domestic sugar industry also faced to many difficulties due to oversupply. In 2013, Vietnam’s sugar industry underwent OF ASSORTED FINISHED SUGAR the record-high inventory of more than 500,000 tonnes from May to early season 2013 - 2014. In addition, The uncontrolled WERE PRODUCED AND 176 smuggled sugar has attributed to continuous drop of sugar prices. The shrunk consumption and high inventory boosted costs and reduced profits for sugar companies, some even suffered from losses. The difficulties of the sugar industry and THOUSAND TONNES WERE companies made sugar stock lose its attraction to investors and caused share price plummet SOLD, ACHIEVING THE REVENUE OF VND 2,936 BILLION, Foreseeing the macro-economy fluctuations from early 2013, Board of Directors had presumed that 2013 would be tough year for sugar industry. Hence, leaders and staff of Bien Hoa Sugar Company (BHS) always kept close to the direction and FULFILLING THE AMENDED key objectives set forth by the BOM since the beginning of the year to prepare timely action plans and appropriate behavior PROFIT PLAN, EQUIVALENT TO strategies to respond to market swings. PROFIT BEFORE TAX OF VND At the beginning of the year, the Company made a very favorable start with big order contracts. However, the general 50.3 BILLION. difficulties of the economy and the industry left significant effects on the Company business operation results. In detail, at the close of Quarter 1, bad changes arose in the market, the sugar price dropped continuously. Customers with fixed orders kept on delaying the delivery time, causing big disturbance to the Company’s consumption plan. Finally, after the first 6 months, the Company’s business targets were adjusted to a slumping level, specifically the profit before tax of 2013 dropped from VND 162 billion to VND 50 billion. In 2013, 178 thousand tonnes of assorted finished were produced by the Company, 176 thousand tonnes were sold, achieving the net revenue of VND 2,936 billion, with profit before tax of VND 50.3 billion, only accounting for 30% of the initial profit plan. Consolidated profit before tax reached VND 48.8 billion, equivalent to 29% of that in 2012. Thereby, it was explicitly acknowledged by the BOM that the key success of the Company in 2013 was that internal force was centralized and determination was made. Only centralized internal force could bring forth the competitive advantage to BHS, helping the Company survive and develop in current difficult market situation, which would definitely be more rigorous in the future. BHS determines to maintain leading sugar brand name in Vietnam; expand market share and add value to the investors. In 2014, the general orientation of the Company is STRENGTHENING THE SYSTEM ASSURING EFFICIENCY - PROMOTING INTERNAL FORCE. Alongside with the mentioned orientation, all staffs of the Company are requested to work under the spirit of RESPONSIBILITY - DISCIPLINE - COOPERATION - EFFICIENCY. On behalf of the Board of Management of Bien Hoa Sugar Joint Stock Company, I would like to thank you all for believing and accompanying us over the past few years. We wish you health, success and happiness. On behalf of Board of Management Chairman THAI VAN CHUYEN 2013 ANNUAL REPORT 2013 ANNUAL REPORT 6 BIEN HOA SUGAR JOINT STOCK COMPANY www.bhs.vn 7 CONSTANTLY PROMOTE internal force In 2013, the Company successfully issued shares to its existing shareholders at the ratio of 1:1, increasing the charter capital from VND 314,974,590,000 to VND 629,949,180,000. This is the 5th capital increase since 2007. CHARTER CAPITAL IN 2013 (Unit: VND) COMPANY OVERVIEW 10 General introduction 12 History of development 14 Scope of business and business areas 16 Organizational chart 17 Organizational structure 18 Development orientation 18 Risky factors impacting Company business performance General introduction COMPANY OVERVIEW Transaction name: BIEN HOA SUGAR JOINT STOCK COMPANY Business registration certificate No.: 3600495818 granted for the first time by Dong Nai Department of Planning & Investment on 16 May 2001, and the latest amendment on 16 May 2013. Charter capital: VND 629,949,180,000 Address: Bien Hoa 1 Industrial Park, An Binh Ward, Bien Hoa City, Dong Nai. Telephone: 061.3836.199 Fax: 061.3836.213 Website: www.bhs.vn Stock code: BHS 2013 ANNUAL REPORT 2013 ANNUAL REPORT 10 BIEN HOA SUGAR JOINT STOCK COMPANY www.bhs.vn 11 General introduction HISTORY OF DEVELOPMENT 1969 2013 1969 1971 1994 1995 1997 1998 2001 2006 2007 2013 In 2001, Tay Ninh In 2006, additional On 9 September 2013, Sugar Plant capacity shares were issued Certificate on stock increased to 3,500 by the Company for public offering No. 42/ In 1997, Thanh Long tonnes of sugarcane capital mobilization. GCN-UBCK was issued Sugarcane Farm was per day. Till present, The charter capital of by the State Securities established with the the capacity has VND 81 billion was Commission to the area of 960 hectares. reached to 4,000 increased to VND Company. Thereby, tonnes of sugarcane 162 billion. On 20 the Company’s stocks per day. December 2006, the In 2007, Tri An were issued to its initial public offering Sugarcane Company existing shareholders In 1994, Bien Hoa In 2001, the company of the Company’s was acquired by the to increase the charter In 1998, Tay Ninh Sugar Plant was was transformed shares was made Company to establish capital from In 1995, the capacity Sugar Plant (now In 1971, the Plant renamed to Bien Hoa from state-owned at HCMC Stock Bien Hoa - Tri An VND 314,974,590,000 to of Bien Hoa Refined known as Bien Hoa - was invested and Sugar Company. company to joint Exchange under the Sugar Plant. After VND 629,949,180,000. Sugar Plant increased Tay Ninh Sugar Plant) upgraded to Refined stock company. On code of BHS. multi-upgrading from 200 tonnes officially stepped into Sugar Plant. 16 May 2001, Bien and equipment per day up to 300 operation with the Hoa Sugar Joint investment, Bien Hoa tonnes per day. processing capacity of Stock Company was - Tri An Sugar Plant’s Simultaneously, Tay 2,500 tonnes of sugar founded with the capacity currently Ninh Sugar Plant per day. initial charter capital reaches 2,500 tonnes construction was of VND 81 billion. of sugarcane per day. commenced. From 2007 - 2013, the charter capital was increased 5 times as follows: In 1969, Bien Hoa Sugar Plant was Dividend by share was distributed at end 2006 with rate of 4% of the charter capital. founded with Dividend by share was distributed at end of 2007 with rate of 10% of charter capital the capacity of In 2011, bonus shares were distributed to the existing shareholders at the rate of 61.88%. 400 tonnes. The In 2012, share issuance was made under ESOP (Employee Stock Ownership Plan) at key product then the total value of VND 14,998,790,000. included yellow » After 4 times of charter capital increase as mentioned above, the Company’s sugar, liquer and charter capital was VND 314,974,590,000. jute bags. In 2013, shares were issued to the existing shareholders at the ratio of 1:1. The Company’s present charter capital is VND 629,949,180,000. 2013 ANNUAL REPORT 2013 ANNUAL REPORT 12 BIEN HOA SUGAR JOINT STOCK COMPANY www.bhs.vn 13 General introduction SCOPE OF BUSINESS AND BUSINESS AREA The Company’s major business & production activities include: Produce sugar; Hoang Sa Island Planting sugarcanes; Produce and wholesale other products from sugar, sub-products, by-products from sugar; Produce and sell fertilizer; Head office: Provide agricultural materials.