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Phu Nhuan Jewelry Joint Stock

Company and its subsidiaries

Financial Statements for the year ended

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Me KPMG Limited Telephone +84 (8) 3821 9266

10" Floor, Sun Wah Tower Fax +84 (8) 3821 9267

115 Nguyen Hue Street Internet www.kpmg.com.vn

District 1, Ho Chi Minh City The Socialist Republic of Vietnam

INDEPENDENT AUDITORS’ REPORT

To the Shareholders

Phu Nhuan Jewelry Joint Stock Company and its subsidiaries

Scope

We have audited the accompanying consolidated balance sheet of Phu Nhuan Jewelry Joint Stock

Company and its subsidiaries (“the Group”) and the separate balance sheet of Phu Nhuan Jewelry

Joint Stock Company (“the Company”) as of 31 December 2009 and the related statements of

income, changes in equity and cash flows for the year then ended and the explanatory notes

thereto These financial statements are the responsibility of the Company’s management Our

responsibility is to express an opinion on these financial statements based on our audit

We conducted our audit in accordance with Vietnamese Standards on Auditing Those standards require that we plan and perform the audit to obtain reasonable assurance that the financial

statements are free of material misstatement An audit includes examining, on a test basis,

evidence supporting the amounts and disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by management,

as well as evaluating the overall financial statement presentation We believe that our audit provides a reasonable basis for our opinion

Audit opinion

In our opinion, the consolidated and separate financial statements give a true and fair view of the financial position of Phu Nhuan Jewelry Joint Stock Company and its subsidiaries as at 31

December 2009, and of the results of its operations and its cash flows for the year then ended in

accordance with Vietnamese Accounting Standards, the Vietnamese Accounting System and accounting principles generally accepted in Vietnam

KPMG Limited, a Vietnamese limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative

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Emphasis of Matter

Revaluation of borrowings denominated in gold

Without qualifying our opinion, we draw attention to Note 10(b) to the financial statements An

associate of the Group has not revaluated its borrowings denominated in gold at the gold rate

ruling at the balance sheet date Management believes that in respect of preparation of the

consolidated financial statements, this accounting treatment is appropriate and acceptable as the

associate does not operate in jewelry industry and there is currently no specific guidance issued by

the Ministry of Finance on the accounting treatment for such kind of transactions

Deputy General Director

Ho Chi Minh City,

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Balance sheet at 31 December 2009

ASSETS

Current assets

Cash and cash equivalents

Cash Cash equivalents

Short-term investments

Short-term investments Allowance for diminution in the value of

short-term investments

Accounts receivable

Accounts receivable — trade Prepayments to suppliers Other receivables Allowance for doubtful debts

Inventories

Inventories Allowance for inventories Other current assets

Short-term prepayments Deductible value added tax Taxes receivable from State Treasury Other current assets

The accompanying notes are an integral part of these financial statements

138,191,257,787 39,023,700,978 21,221,519,128 79,519,332,424 (1,573,294,743) 520,649,533,349 520,649,533,349

18,735,990,908 6,952,661,989 3,847,907,717 7,935,421,202

78,73 1,661,992 131,726,465,520 23,032,212,000 24,131,274,000 (1,099,062,000) 55,318,332,984 27,262,281,228 4,041,126,129 24,736,018,500 (721,092,873) 475,355,974,111 475,358,311,753 (2,337,642) 22,122,089,555 9,541,789,765 6,228,925,815 47,122,962 6,304,251,013

The Company

31/12/2009 31/12/2008 VND VND

867,823,005,658 668,744,760,108 244,771,724,200 191,816,526,514

57,968,926,802 186,802,797,398 29,475,000,000 29,475,000,000

106,439,924,901 13,026,558,751 19,760,327,591 75,226,333,302 (1,573,294,743) 477,039,657,212 477,039,657,212

10,096,699,345 3,555,743,505 6,540,955,840

60,256,881,994 131,559,644,520

49,907,572,446 8,528,461,091 3,255,324,717 38,844,879,511 (721,092,873) 417,056,293,271 417,058,630,913 (2,337,642) 9,964,367,877 5,892,832,007 47,122,962 4,024,412,908

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Balance sheet at 31 December 2009 (continued)

Allowance for diminution in the value of

Other long-term assets 244 24,000,000 5,000,000 - =

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Statement of income for the year ended 31 December 2009

Net operating profit 30 252,470,814,856 156,265,224,695 217,871,040,014 149,795,725,560

Other income / 31 26 12,101,550,024 11,167,192,255 4,150,582,716 3,469,400,970 Other expenses 32 (1,039,248,353) (922,253,466) (989,665,615) (140,870,222)

Share of profit in associates 40 10 11,187,254,025 - - -

8

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Statement of income for the year ended 31 December 2009 (continued)

Income tax (expense)/benefit — deferred 52 27 (336,191,501) 882,536,794 380,378,858 429,143,803

Earnings per share

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Phu Nhuan Jewelry Joint Stock Company and its subsidiaries Statement of changes in equity for the year ended 31 December 2009

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Statement of changes in equity for the year ended 31 December 2009 (continued)

Share capital

VND

Balance at 1 January 2009 300,000,000,000

Appropriation to funds and

VND

(7,090,000)

Investment and development funds VND 31,728,284,680

21,525,003,613 (425,337,274)

(129,024,065)

Financial

reserves VND 15,449,322,840

(5,850,000)

(102,943,449)

Retained profits VND 21,420,892,925

204,491,513,039 (53,079,746,192) 628,488,770

Total

VND 893,598,500,445

204,491,513,039 (7,090,000) (21,191,115,393) 203,151,496 (116,998,818,000) (116,998,818,000) (4,117,162,734)

(134,874,065) (4,117,162,734) (102,943,449)

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Statement of changes in equity for the year ended 31 December 2009 (continued)

VND VND VND VND VND VND VND 300,000,000,000 525,000,000,000 - 11,070,897,000 3,754,575,000 87,654,252,207 927,479,724,207

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Phu Nhuan Jewelry Joint Stock Company Consolidated statement of changes in equity for the year ended 31 December 2009 (continued)

Investment and

ma atl January +00 000,000,000 525,000,000,000 - 31,070,897/000 15,120,629/000 18,858,200,994 890,049,726.994

Net profit for the year - - - 175,673,674,021 175,673,674,021

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Statement of cash flows for the year ended 31 December 2009

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments for

Unrealised foreign exchange (gains)/losses 04 22,808,291,931 (575,062,801) 22,131,194,245 1,028,498

(25,893,396,000)

Gains from investments in securities through

Operating profit before changes in working

152,635,162,886 (53,095,479,693) 47,464,575,621

(57,575,941,699) (59,983,363,941) (16,378,696,028)

157,128,212,147 120,061,981,246 (52,587,229,931) 67,646,456,848

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Statement of cash flows for the year ended 31 December 2009 (continued)

Interest paid

Corporate income tax paid

Other payments for operating activities

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for additions to fixed assets and

other long-term assets

Proceeds from disposals of fixed assets

Payments for investments in other entities

Proceeds from investments in other entities

Receipts of interest and dividends

Receipt from investment through trusted

fund

Proceed from disposal of subsidiary, net of

cash disposed

Net cash used in investing activities

2008 VND (31,942,217,928) (40,264,181,593) (13,557,092,933)

The Company

2009 VND (34,043,289,288) (41,993,107,219) (11,445,997,496)

2008 VND (27,102,176,569) (39, 165,224,859) (13,286,118,429)

45,534,476,465 272,000,618,645 13,875,822,250 212,695,900,453

(102,468,852,843) 751,500,000 (125,568,170,000) 59,393,497,000 33,929,329,028 10,342,193,078 21,137,863,351

(300,793,468,406) 16,700,000 (159,221,739,000) 29,420,000,000 37,761,583,707

(34,007,801,836) 743,500,000 (112,824,881,000) 5,650,000,000 51,771,616,421 21,450,800,000

(226,765,412,201) 16,700,000 (137,680,465,000) 33,722,905,499 44,582,258,439

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Phu Nhuan Jewelry Joint Stock Company and its subsidiaries Statement of cash flows for the year ended 31 December 2009 (continued)

CASH FLOWS FROM FINANCING ACTIVITIES Treasury shares repurchases

Proceeds from short-term and long-term borrowings

Capital contribution by minority interests Payments to settle debts

Payments of dividends to minority interest Payments of dividends

Net cash generated from/(used in) financing activities

Net cash flows during the year Cash and cash equivalents at the beginning

of the year Cash acquired through business combination Effect of exchange rate fluctuations on cash and

1,491,252,597,816 6,418,455,498 (1,339,094,448,798) (4,004,056,798) (125,824,563,000)

The Company

2009 VND

(7,090,000) 3,589,602,743,108 (3,386,915,781,612) (137,086,545,000)

2008 VND

1,292,525,806,867 (1,180,335,671,920) (125,824,563,000)

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Statement of cash flows for the year ended 31 December 2009 (continued)

NON-CASH INVESTING ACTIVITIES

Please see Note 11 for assets and liabilities disposed through business disposal

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(a)

(

(ii)

Notes to the financial statements for the year ended 31 December 2009

These notes form an integral part of and should be read in conjunction with the accompanying

financial statements

Reporting Entity

Phu Nhuan Jewelry Joint Stock Company (“the Company”) is a joint stock company incorporated

in Vietnam The consolidated financial statements of the Company for the year ended 31

December 2009 comprise the Company and its subsidiaries (together referred to as the “Group”)

and the Group’s interest in associates and jointly controlled entities The principal activities of the

Company are to trade gold, silver, jewelry and gemstones; import and export jewelry in gold,

silver and gemstones; provide foreign exchange services; explore and extract gold, silver and

gemstones

As at 31 December 2009 the Group had 2,704 employees (2008: 2,391 employees); the Company

had 1,833 employees (2008: 1,735 employees)

Summary of significant accounting policies

The following significant accounting policies have been adopted by the Group and the Company

in the preparation of these financial statements

Basis of financial statement preparation

General basis of accounting

The financial statements, expressed in Vietnam Dong (“VND”), have been prepared in accordance

with Vietnamese Accounting Standards, the Vietnamese Accounting System and accounting

principles generally accepted in Vietnam

The financial statements, except for the statement of cash flows, are prepared on the accrual basis

using the historical cost concept The statement of cash flows is prepared using the indirect

method

Basis of consolidation

Subsidiaries

Subsidiaries are entities controlled by the Group Control exists when the Group has the power to

govern the financial and operating policies of an entity so as to obtain benefits from its activities

In assessing control, potential voting rights that presently are exercisable are taken into account

The financial statements of subsidiaries are included in the consolidated financial statements from

the date that control commences until the date that control ceases

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(b)

(©)

(d)

Notes to the financial statements for the year ended 31 December 2009 (continued)

Associates and jointly controlled entities (equity accounted investees)

Associates are those entities in which the Group has significant influence, but not control, over the

financial and operating policies Jointly controlled entities are those entities over whose activities

the Group has joint control, established by contractual agreement and requiring unanimous

consent for strategic financial and operating decisions Associates and jointly controlled entities

are accounted for using the equity method (equity accounted investees) The consolidated

financial statements include the Group’s share of the income and expenses of equity accounted

investees, after adjustments to align the accounting policies with those of the Group, from the date

that significant influence or joint control commences until the date that significant influence or

joint control ceases When the Group’s share of losses exceeds its interest in an equity accounted

investee, the carrying amount of that interest (including any long-term investments) is reduced to

nil and the recognition of further losses is discontinued except to the extent that the Group has an

obligation or has made payments on behalf of the investee

Transactions eliminated on consolidation

Intra-group balances, and any unrealised income and expenses arising from intra-group

transactions, are eliminated in preparing the consolidated financial statements Unrealised gains

and losses arising from transactions with equity accounted investees are eliminated against the

investment to the extent of the Group’s interest in the investee

Fiscal year

The fiscal year of the Group and the Company is from 1 January to 31 December

Foreign currency transactions

Monetary assets and liabilities denominated in currencies other than VND are translated into

VND at rates of exchange ruling at the balance sheet date Transactions in currencies other than

VND during the year have been translated into VND at rates approximating those ruling at the

transaction dates All realised and unrealised foreign exchange differences are recorded in the

statement of income

All foreign exchange differences are recorded in the statement of income in accordance with

Vietnamese Accounting Standard No 10 (“VAS 10”) — The Effects of Changes in Foreign

Exchange Rates

Cash and cash equivalents

Cash comprises cash balances and call deposits Cash equivalents are gold and short-term highly

liquid investments that are readily convertible to known amount of cash, are subject to an

insignificant risk of changes in value

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(e)

(f)

(g)

(h)

Investments

Investments in term deposit, debt instruments and equity instruments of entities over which the

Group has no control or significant influence are stated at cost Allowance is made for reductions

in investment values which in the opinion of the management are not temporary The allowance

is reversed if the subsequent increase in the recoverable amount can be related objectively to an

event occurring after the allowance was recognised An allowance is reversed only to the extent

that the investment’s carrying amount does not exceed the carrying amount that would have been

determined if no allowance had been recognised

Accounts receivable

Trade and other receivables are stated at cost less allowance for doubtful debts

Inventories

Inventories are stated at the lower of cost and net realisable value Cost is determined on a

weighted average basis and includes all costs incurred in bringing the inventories to their present

location and condition Cost in the case of finished goods and work in progress includes raw

materials, direct labour and attributable manufacturing overheads Net realisable value is the

estimated selling price of inventory items, less the estimated costs of completion and selling

expenses

The Group applies the perpetual method of accounting for inventory

Tangible fixed assets

Cost

Tangible fixed assets are stated at cost less accumulated depreciation The initial cost of a

tangible fixed asset comprises its purchase price, including import duties, non-refundable

purchase taxes and any directly attributable costs of bringing the asset to its working condition for

its intended use Expenditure incurred after tangible fixed assets have been put into operation,

such as repairs and maintenance and overhaul costs, is normally charged to income in the year in

which the costs are incurred In situations where it can be clearly demonstrated that the

expenditure has resulted in an increase in the future economic benefits expected to be obtained

from the use of tangible fixed assets beyond their originally assessed standard of performance, the

expenditure is capitalised as an additional cost of tangible fixed assets

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Depreciation

Depreciation is computed on a straight-line basis over the estimated useful lives of tangible fixed

assets The estimated useful lives are as follows:

Intangible fixed assets

Land use rights

Land use rights consist of freehold and leasehold land use rights Freehold land use rights are

stated at cost and are not amortized Leasehold land use rights are stated at cost less accumulated

amortisation The initial cost of a land use right comprises its purchase price and any directly

attributable costs incurred in conjunction with securing the land use right Amortisation on

leasehold land is computed on a straight-line basis over the term of the lease

Software

Cost of acquisition of new software, which is not an integral part of the related hardware, is

capitalised and treated as an intangible asset Software is amortised on a straight-line basis over 3

years

Construction in progress

Construction in progress represents the cost of construction and machinery which have not been

fully completed or installed No depreciation is provided for construction in progress during the

period of construction and installation

Long-term prepayments

Gas cylinders

Gas cylinders are initially stated at cost, and are amortised on a straight line basis over 10 years

Prepaid house rentals

Prepaid house rentals are recognised in the statement of income on a straight-line basis over the

term of the lease from 1 to 5 years

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4 4

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Prepaid land cost

Prepaid land costs comprise prepaid land lease rentals and other costs incurred in conjunction with

securing the use of leased land These costs are recognised in the statement of income on a

straight-line basis over the term of the lease of 40 years

Others

Other long-term prepayments mainly represent office equipment which does not qualify for

recognition as tangible fixed assets under Vietnamese regulations as they cost less than VND10

million each The office equipment is classified as long-term prepayments and is amortised on a

straight-line basis over 3 years

Goodwill

Goodwill arises on the acquisition of subsidiaries, associates and joint ventures Goodwill is

measured at cost less accumulated amortisation Cost of goodwill represents the excess of the cost

of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities

and contingent liabilities of the acquiree When the excess is negative (negative goodwill), it is

recognised immediately in profit or loss Goodwill is amortised on a straight-line basis over three

years In respect of equity accounted investees, the carrying amount of goodwill is included in the

carrying amount of the investment

Trade and other payables

Trade and other payables are stated at their cost

Provisions

A provision is recognised if, as a result of a past event, the Group and the Company has a present

legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of

economic benefits will be required to settle the obligation Provisions are determined by

discounting the expected future cash flows at a pre-tax rate that reflects current market

assessments of the time value of money and the risks specific to the liability

Other long-term liabilities

Other long term liabilities mainly represent deposits on gas cylinders The deposits on gas

cylinders are stated at the original deposit amount less charges to the depositors for their usages of

the cylinders The annual charge (i.e the amount released as a credit to the income statement) is

equal to the amortisation charge on the gas cylinders

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(p)

(q)

(ii)

(x)

Taxation Income tax on the profit or loss for the year comprises current and deferred tax Income tax is recognised in the statement of income except to the extent that it relates to items recognised directly to equity, in which case it is recognised in equity

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted

or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years

Deferred tax is provided using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or substantively enacted at the balance sheet date

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised

Share capital Ordinary shares

Ordinary shares are classified as equity Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity

Equity funds and reserves

Allocation was made to equity funds and reserves based on the shareholders decision at their annual general meeting

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Bonus and welfare funds

Allocation is made to bonus and welfare funds from retained earnings annually based on

shareholders’ resolution This fund is used exclusively to pay bonus and welfare to the Group’s

staff Payments from bonus and welfare funds are not charged to income statement

Revenue

Goods sold

Revenue from the sale of goods is recognised in the statement of income when the significant

risks and rewards of ownership have been transferred to the buyer No revenue is recognised if

there are significant uncertainties regarding recovery of the consideration due or the possible

return of goods

Services rendered

Revenue from services rendered is recognised in the statement of income in proportion to the

stage of completion of the transaction at the balance sheet date The stage of completion is

assessed by reference to work performed No revenue is recognised if there are significant

uncertainties regarding recovery of the consideration due

Processing services

Revenue from processing services is recognised in the statement of income when the goods have

been processed and accepted by the buyer No revenue is recognised if there are significant

uncertainties regarding recovery of the consideration due

Operating lease payments

Payments made under operating leases are recognised in the statement of income on a straight-line

basis over the term of the lease Lease incentives received are recognised in the statement of

income as an integral part of the total lease expense

Borrowing costs

Borrowing costs are recognised as an expense in the year in which they are incurred, except where

the borrowing costs relate to borrowings in respect of the construction of qualifying tangible fixed

assets, in which case the borrowing costs incurred during the period of construction are capitalised

as part of the cost of the fixed assets concerned

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(w)

(x)

(y)

Earnings per share

The Group presents basic and diluted earnings per share (EPS) for its ordinary shares Basic EPS

is calculated by dividing the profit or loss attributable to the ordinary shareholders of the

Company by the weighted average number of ordinary shares outstanding during the year Diluted

EPS is determined by adjusting the profit or loss attributable to the ordinary shareholders and the

weighted average number of ordinary shares outstanding for the effect of all dilutive potential

ordinary shares

Segment reporting

A segment is a distinguishable component of the Group that is engaged either in providing related

products or services (business segment), or in providing products or services within a particular

economic environment (geographical segment), which is subject to risks and rewards that are

different from those in other segments The Group’s primary format for segment reporting is

based on its business segments The Group operates in one single geography segment, which is

Vietnam

Off balance sheet items

Amounts which are defined as off balance sheet items under the Vietnamese Accounting System

are disclosed in the relevant notes to these financial statements

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(a)

Segment reporting

Business segments

The Group comprises the following main business segments:

Jewelry Gas and gas cylinders Fisheries

2009 2008 2009 2008 2009 2008 VND VND VND VND VND VND Segment sales 9,625,906,882,540 — 3,500,788,372,647 475733323321 496,922,905,776 200,261,355,397 241,475,193,921

Less segment sale

Capital expenditure 34,068,127,472 226,765,412,201 64,725,043,667 47,910,900.037 3,651,681,704 26,117,156,168 * - 102,444,852,843 300,793,468,406 Depreciation 9,486,041,403 8,513,241,968 3,864,554.875 4.216.987.346 3.991,565,966 2,545,311,031 - - 17,342,162,244 15,275,540,345 Amortization 3,686,161,709 2,232,993,754 19,687,353,550 17,282,422,428 302,635,950 188,886,024 - - 23,676,151,209 19,704,302,206

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Jewelry Gas and gas cylinders Fisheries Consolidated

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