I - Cty cổ phần đầu tư và thương mại TNG prospectus - final 20… · Web viewAgricultural production and services are stable. The export garment manufacturing industry

PROSPECTUS

TNG INVESTMENT AND TRADING JSC

CONTENTS

I. RISKS AFFECTING THE STOCK OFFERED...........................................................4

1. Economic risks............................................................................................................4

2. Legal risks....................................................................................................................5

3. Typical risks................................................................................................................5

4. Risks of the offering and the project utilizing the offering’s capital......................6

5. Risks of dilution..........................................................................................................7

6. Other risks...................................................................................................................8

II. PEOPLE RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS..........8

1. The issuer: TNG Investment and Trading Joint Stock Company.........................8

2. The consultant: Tan Viet Securities Joint Stock Company....................................8

III. ABBREVIATIONS..........................................................................................................8

IV. SITUATION AND CHARACTERISTICS OF THE ISSUER.....................................9

1. Overview of the issuer................................................................................................9

2. Summary on the establishment and development...................................................9

3. Organization structure and management apparatus of the Company................11

4. Shareholder structure...............................................................................................14

5. List of parent companies, subsidiaries, associated companies..............................16

6. The capital increase process of the Company........................................................17

7. Business activities......................................................................................................17

8. Report on business results........................................................................................26

9. The Company’s position in comparison with others in the industry...................28

10. Policies to employees.................................................................................................32

11. Dividend policies.......................................................................................................34

12. Financial situation.....................................................................................................34

13. List of BOD, BOM, BOS and Chief Accountant....................................................38

14. The Company’s fixed assets as of 30/06/2014.........................................................48

15. Lands and factories...................................................................................................48

16. Profit and dividend plans year 2014.......................................................................49

17. Evaluation of consultant on the profit and dividend plans of the Company.......50

18. Expected time to start share trading in the organized market.............................50

19. Information on the un-realized commitments of the Issuer.................................50

III. INFORMATION ON THE STOCK OFFERED...........................................................51

Consultant: 1/5

PROSPECTUS


1. Type of stock..............................................................................................................51

2. Face value..................................................................................................................51

3. Total number of offered shares...............................................................................51

4. Offering method........................................................................................................51

5. The expected offer price...........................................................................................52

6. Price calculation method..........................................................................................52

7. Distribution method..................................................................................................53

8. Share distribution duration.....................................................................................53

9. Registration to buy shares........................................................................................53

12. Limitation on share transfer....................................................................................54

13. Related taxes..............................................................................................................54

14. The bank with the frozen account for share buying money.................................55

20. OFFERING PURPOSE.................................................................................................55

21. PLAN TO USE THE MONEY RAISED FROM THE OFFERING.........................55

22. PARTNERS RELATED TO THE OFFERING..........................................................56

a. Consultant..................................................................................................................56

b. Auditor.......................................................................................................................56

23. APPENDIX.....................................................................................................................57

Consultant: 2/5

PROSPECTUS


I. RISKS AFFECTING THE STOCK OFFERED

1. Economic risks

Economic growth rate, inflation and interest rate are factors directly affecting the business of the Company.

Economic growth rate

The financial crisis from 2008 to now has greatly influenced the global and Vietnamese economy. After 5 years of recession, with the efforts of the political system, business community and the people, the economic situation has become better. The macro-economy is generally stable and growing at a reasonable rate and inflation is under control. Industrial production is growing with signs of recovery and inventories are on the decreasing trend. Agricultural production and services are stable. The export garment manufacturing industry and textile industry are also recovering.

Being a company in the textile industry, the Company is under the great influence of the economy’s development cycle. When the economy is growing fast, the demands for apparels directly promote the growth of the Company’s industry. On the contrary, when the economy is stagnant, the Company’s business is negatively affected. However, in view of Vietnam’s economic growth over the past years as well as the positive outlook on economic development of the upcoming years, economic risks are considered not major for the Company’s business.

Inflation

Inflation is a factor in the macro-economy that can affect all subjects in the economy. High inflation will lead to the increase of production, management and material costs, and thus negatively affects the business outcome and the financial situation of companies.

In reality, the Vietnamese economy has been in the situation of high inflation and fluctuation in the recent years. The consumber price index (CPI) has increased to 12.6% in 2007 and to the peak 22.97% in 2008. However, thanks to the tight fiscal policies of the Government, inflation in 2012 and 2013 showed signs of slowing down, there were even months of negative inflation. From early 2014 to now, the State Bank of Vietnam (SBV) has actively deloyed monetary and credit solutions following inflation-control goals, stabilizing the macro-economy, supporting economic growth at a stable level, ensuring the liquidity of credit organizations and of the economy. Along with the synchronous policies of the Government and ministries, in the first 3 months of 2014, the monetary policies and banking activities have contributed to control the inflation at a low level (the CPI in February 2014 increased only 0.55% compared to January, and 1.24% compared to the end of 2013).

Consultant: 3/5

PROSPECTUS


Interest rate

Most companies use bank loans to supplement capital for business, thus the fluctuation of interest rate will directly affect the business results of a company. The fluctuating and high interest rate in the previous years have created many difficulties for companies. However, from 2013 to now, the SBV has continuously adjusted down the lending interest rate to support companies during economic recession.

2. Legal risks

Being a company with the joint-stock company model and at the same time listing on the Hanoi Stock Exchange, the Company operates under the adjustment of legal documents regarding joint-stock companies, securities and securities market. Apart from that, with the characteristics of an export textile company, the Company is also under the adjustment of the export tax law, the import tax law and the trade law of the importing countries.

The legal system of Vietnam is still in the completing phase, thus the stability is not high and the regulations for companies are still new. In order to minimize the risks, the Company takes initiatives to research to understand new regulations and policies of the Government; and from then build strategy and business development plan appropriate for each period.

3. Typical risks

Exchange rate

With the characteristics of export garment production, 98% of the Company’s revenue come

from export orders. Moreover, the raw materials for garment are normally not available in the

country, and thus mostly imported. Hence, the exchange rate fluctuation greatly and directly

affects the business situation and profit of the Company.

Human resource

The human resource is very important to the existence and development of the Company. The

Company operates in the textile industry with industrial technical procedures and the needs to

meet the standards of export goods and well as the customers’ demands, thus there must be a

big pool of workers with well-trained skills. Continuous staff changes will affect the

production plan and the business results of the Company. Aware of that, TNG always pays

attention to its human resource, having good compensation and training policies for workers.

Competition

The Company’s products are exported to many markets in the world. In recent years, TNG is

facing intense competition from big companies in China, Korea, Hongkong, Taiwan, India,

Indonesia...on quality, variety and price. In addition, in the local market, the TNG brand is not

yet widely known. Thus, apart from facing many overseas competitors, TNG has to compete

with big garment companies in the country.

Consultant: 4/5

PROSPECTUS


Markets

Being an export company, the Company’s business is greatly affected by by the fluctuations in

the world maket. In addition to advantages sinces Vietnam’s official entry to WTO, the

Company also underwent risks from anti-dumpting taxes, surveillance mechanism,

technological barriers from WTO markets. With the support of the Ministry of Industry and

Trade, the Company took initiatives in preparing hedging plans such as signing order contracts

at high prices, refering to the FOB prices that other companies in the industry have dealed or

the export speed of the same product type to sensitive markets.

Material sources

The development of the textile industry depends greatly on material supply markets. Currently, most production and support materials are imported from China, Taiwan, Korea…Thus material sources greatly affect the business and profit of the Company. Understanding that, TNG always builds stable relationship with big suppliers.

4. Risks of the offering and the project utilizing the offering’s capital:

4.1 Risks of the offering

The total capital increase from the offering is expected at over 56 billion dong. As the situation of Vietnam securities market at the moment is quite complicated with continuous fluctuations in stock prices, the offering that the Company made when there is no underwriting will face the risks of being unsuccessful. However, basing on the affirmed brandname and prestige, together with the business performances of the Company over the years and the developmet potentials in the time to come, this risk is not great. In addition, target customers of the offerings are current shareholders. In addition, the annual general meeting of shareholders approved the offereing with the offer price higher than the par value with high percentage. Therefore, the minimum success rate of the offering is expected to be 100%.

The aim of the Company’s share offering is to increase charter capital, enhance financial capability and competitiveness and raise capital to expand the business. In case of unsuccessful offering when issued shares are not all bought, the capital raising plan for business will be affected. In this case, the Company will have the following alternatives:

- In case current shareholders do not buy all the offered shares, the Company’s Board of Directors will decide on the distribution of the unsold shares to other buyers at the price not lower than the offer price to current shareholders.

- At the same time, the Board of Directors also seek other supplement sources of such as bank loans to ensure sufficient capitals for business.

4.2 Risks from the usage of the money raised in the offering:

Consultant: 5/5

PROSPECTUS


The money raised from this offering will be used to supplement working capital for the Company’s business. This will facilitate the purchase of equipments and materials and thus timely support the production, being a booster to the Company’s business.

5. Risks of dilution

The number of additionally issued shares in this offering is 7,156,932 shares, equal to 48.3% the Company’s outstanding shares in the market (14,807,415 shares). The Company’s additional offering will increase the outstanding shares of the Company, leading to share dilution. The share dilution can affect the earning per share (EPS) and the share price, specifically: Earning per share can decrease as earnings are divided over a bigger amount of shares

EPS is calculated as:

EP

S=

Profit after taxes – Dividends on prefered stock

The number of outstanding shares (over the

reporting term)

After the share offering, the number of shares will increase while the growth rate may not increase in proportion. The difference between the growth rate of profit and equity will affect EPS ratio, an important indicator to evaluate a stock, in particulars:

Assuming that the offering succeeds at 100%, the Company made the offering in 2014, when its EPS before and after offering is expected as follows:o The number of shares on 01/01/2014: 13,461,325 shares;o The number of additionally issued shares traded from 01/8/2014: 1,346,090 shares;o The number of additionally issued shares (expected to complete on 01/11/2014):

7,156,892 shares;o Average outstanding shares: (13,461,325 * 12 +1,346,090 * 5 +7,156,892 * 2)/12 =

15,215,011 shareso Expected profit after taxes in 2014: 50,000,000,000 dongo EPS before the share issuance : 3,566 dong/shareo EPS after the share issuance : 3,286 dong/share

The value of each Company’s share will decrease As the sell price of the share issuance is expected at 10,000 dong/share (lower than the trading price of the shares in the market) TNG’s price in the market will be adjusted following the formula:

Reference price on day XR =

(Closing price before day XR x The share volume with buying rights)+ (Offer price x Offer volume)

Total volume of shares after the issuance

XR : trading day without rights

Consultant: 6/5

PROSPECTUS


- Assuming the Company’s stock price before the ex-rights trading day is 22,300 dong/share

- The offer price: 10,000 dong/share- The reference price of stock A in the ex-buying rights trading day will be:

(22,300 x 14,807,415) + (10,000 x 7,156,892)= 18,292 dong

(14,807,415+7,157,892)

6. Other risks

Other force-majeure risks such as earthquake, natural disasters, fire, wars, disease outbreaks...all affect the Company’s business.

II. PEOPLE RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS

1. The issuer: TNG Investment and Trading Joint Stock Company

Mr. Nguyen Van Thoi Position: Chairman of Board of Directors

Mr. Nguyen Van Duc Position: Chief of Board of Supervisors

Ms. Luong Thi Thuy Ha Position: Chief Accountant

We ensure that the information and data in this Propectus are consistent with the facts that we know and that we have investigated and collected them in a reasonable manner.

2. The consultant: Tan Viet Securities Joint Stock Company

Legal representative: Mr. Nguyen Viet Cuong

Position: Deputy General DirectorThis Propectus is part of the offering registration dossier that Tan Viet Securities JSC took part in preparing on the basis of the consultancy contract with TNG Investment and Trading JSC. We ensure that the analysis, evaluation and the word choice in the Propectus was done in a reasonable manner with due diligence basing on the information and data proviced by TNG Investment and Trading JSC.

III.ABBREVIATIONS

The below abbreviations in the Prospectus means:Company : TNG Investment and Trading Joint Stock Company

Issuer : TNG Investment and Trading Joint Stock Company

TNG : TNG Investment and Trading Joint Stock Company

TVSI : Tan Viet Securities Joint Stock Company

GMS : General Meeting of Shareholders

BOD : Board of Directors

BOS : Board of Supervisors

SSC : State Securities Commission

Consultant: 7/5

PROSPECTUS


FS : Financial Statements

JSC : Joint Stock Company

Other words and terms (if any), will be understood as specified in Business Law 2005, Securities Law 2010 and other related legal documents.

IV. SITUATION AND CHARACTERISTICS OF THE ISSUER

1. Overview of the issuer

Company name : TNG INVESTMENT AND TRADING JOINT STOCK COMPANY

English name : TNG INVESTMENT AND TRADING JOINT STOCK COMPANY

Headquarter : 160 Minh Cau, Thai Nguyen city, Thai Nguyen province

Telephone : +84 28 03854462

Fax : +84 28 03852060

Website : www.tng.vn

Certificate of business registration

: number 4600305723 initially issued by the Office of

Investment and Planning in Thai Nguyen province on

02/01/2003 and amended the 18th time on 23/06/2014

Charter capital : 148,074,150,000 dong

Main business : Producing and trading garments;

Produding paper packaging, plastics for bags and raincoats, garment materials;

Industrial sewing training;

Trading of industrial machines and equipments, fire protection and fire fighting equipments;

Buidling civil and industrial works;

Road goods transportation, goods transportation by taxi;

House renting for business purposes;

Buiding technical facilities for industrial, urban and residential areas.

Consultant: 8/5

http://www.tng.vn/

PROSPECTUS


2. Summary on the establishment and development

- TNG Investment and Trading JSC, which was previously Bac Thai Garment Factory, was established on 22 November 1979 following Decision number 488/QĐ-UB of Bac Thai province (currently Thai Nguyen province), with the initial charter capital of 659.4 thousand dong. The factory started business on 2nd January 1980, with 02 production lines, producing children clothes and protection workwear assigned by the provincial People’s Committee.

- On 7th May 1981, Decision number 124/QD-UB of the People’s Commitee of Bac Thai merged the Garment Processing factory under the Commerce Company to the Factory, increasing the capital of the Factory to 843.7 thousand dong and increasing its production capacity 8 times. In 1981, the Factory’s revenue was double that in 1980.

- Following Decreee number 388/HĐBT dated 20th November 1991 of the Council of Minister regarding the re-establishment of State-owned Companies, the Factory was re-established following Decision number 708/QD-UB dated 22nd December 1992 of the People’s Committee of Bac Thai, according to that the Factory’s capital was increased to 577.2 million dong.

- In 1992, the Facotry invested 2,733 million dong to innovate its machines and equipment and expand its markets to EU and Eastern European countries, increasing its revenue to 336 milllion dong, creating stable jobs an raising employees’ incomes.

- In 1997, the Factory changed its name to Thai Nguyen Garment Company with total capital at 1,735.1 million dong following Decision number 676/QĐ-UB dated 4th November 1997 of the People’s Committee of Thai Nguyen province. Also in 1997, the joint venture with Duc Giang Garment Company under Vietnam Textile Corporation establised Viet Thai Garment Joint Venture with charter capital at 300 million dong and production capacity of 08 sewing lines.

- In 2000, the Company became member of Vietnam Textile and Apparel Association (Vitas).

- On 2nd January 2003, the Company officially became Thai Nguyen Exported Garment JSC with charter capital at 10 billion dong following Decision number 3744/QD-UB dated 16th December 2002.

- In 2006, the Company raised its charter capital to over 18 billion dong following the Resolution of GMS dated 13th August 2006 and approved the investment project building TNG Song Cong Factory with total investment capital at 200 billion dong.

- On 18th Mar 2007, the Company raised charter capital to over 54.3 billion dong following the Resolution of GMS dated 18th March 2007, approving the Company’s development strategy to 2011 and the strategic plans for the following years.

- On 28th August 2007, the GMS voted via a ballot and decided to changed the Company’s name to TNG Investment and Trading JSC.

- On 14th November 2007, the Company was issued the Certificate of Listing by Hanoi Stock Exchage.

Consultant: 9/5

PROSPECTUS


- In 2008, the Company was awared Flag of Emulation by Vietnam Textile and Apparel Corporation.

- In 2009, the Company was awarded Labor Medal class II and Mr. Nguyen Van Thoi, the BOD Chairman was awarded Labor Medal class III.

- In April 2010, the Company started the construction of TNG Phu Binh Factory with total investment of over 275 billion dong with 64 sewing lines, attracting over 4,000 employees at work.

- On 10th December 2010, the Company was issued Certificate for Public Offering of 4,773,775 shares by the State Securities Commission, increasing its charter capital to 134.6 billion dong.

- On 13th Jun 2011, the first phase of TNG Phu Binh Factory was completed.

- On 31st December 2012, the second phase of Phu Binh Factory was completed

- On 9th May 2013, TNG Phu Binh 4 Textile Branch was established.

- The Company was ranked “Top 500 biggest companies in Vietnam” and “Top 10 biggest textile companies in Vietnam”

- The Company uses the ERP system which is connected to 12 softwares to thoroughly manage all of its business activities with fast and accurate information, increasing its effectiveness sustainably.

3. Organization structure and management apparatus of the Company

ORGANIZATION STRUCTURE OF TNG INVESTMENT AND TRADING JSC

Consultant: 10/5

PROSPECTUS


(Source: TNG Investment and Trading JSC)

3.1 General Meeting of Shareholders (GMS):

The GMS include all shareholders with voting rights and is the highest authority of the Company, having the rights to decide the below matters:- Approving yearly financial statements;- The dividends paid out each year to each type of shares which are suitable with

Business Law and the rights associated to each share type; - Electing, dismissing and replacing members of BOD, BOS, and approving the

appointment of the CEO by the BOD; - Supplementing and amending the Company Charter;- Deciding the types and number of new shares issued for each type; - Deciding on the guideline regarding the asset sales of the Company or branches; or

regarding buy transaction with the value of from 50% and above the total asset of the Company and its branches as recorded in the latest audited financial statements;

Consultant: 11/5

Notes: Management relationship Supervision relationship

Garment Branches

Security Dept.

Training Center

Constru

ction

Dept.

General Affairs Dept.

Equipment and Technology Dept.

Account-

ing Dept.

Export-Import Dept.

IT

Dept.Admin

Dept.

Supervisory Board

Management Board

Board of Directors

General Meeting of Shareholders

PROSPECTUS


- Deciding to buy-back more than 10% total issued shares of each type; - Other rights as specified in the Company’s Charter.

3.2 Board of Directors (BOD)

The BOD is the management of the Company, having the rights to represent the Company to decide and execute rights and duties of the Company not under the charge of the GMS.

The BOD has 5 members, appointed or dimissed by the GMS via voting. The number of BOD member can change according to the development need of the Company and is decided upon by the GMS.

The BOD has the following rights and duties: - Deciding yearly business plans and budgets; - Defining operation goals basing on the strategic goals approved of by the GMS; - Deciding the organization structure and the internal management rules of the

Company; - Proposing share type that can be issued and the total number issued for each type; - Proposing the issuance of bonds, convertible bonds and warrants allowing the

hoders to buy shares at a pre-defined price; - Proposing yearly dividend pay-outs;- Supervising and directing the CEO in operating the business of the company; - Other rights and duties as specified in the Company’s Charter.

3.3 Board of Supervisors (BOS):

The BOS is voted by the GMS, including 3 members. The BOS is responsible for supervising the business activities and the financial statements of the Company. The BOS acts independently with the BOD and the management system of the BOM. The BOS has the following rights and duties:

- Proposing the choices of independent auditors, the auditing fees and all related activities relating to the withdrawal or dismissal of the independent auditing company;

- Checking yearly financial statements, half-year and quarterly statements before submitting to the BOD;

- Reviewing the management letter of the independent auditor and the feedback of the Company’s management;

- Other responsibilities specified in the Company’s Charter.

3.4 Board of Management (BOM):

The BOM include the CEO and Deputy CEO appointed and dismissed by the BOD. Members of the BOD can con-currently be members of BOM.

Consultant: 12/5

PROSPECTUS


The CEO has the following rights and duties:

- Implementing the resolution and decisions of the GMS and BOD, the business and the investment plans of the Company which were approved by the GMS and the BOD;

- Deciding matters which do not need the resolution of the BOD including the representation of the Company in signing financial and trade contracts, organizing and operating daily business of the Company following the best management practices;

- Being accountable to the BOD and the GMS regarding the implementation of the duties and rights assigned and reporting to these bodies upon requested;

- Performing all other activities following the Company’s Charter and regulations, the BOD’s resolutions, the CEO’s work contract and the law.

The deputy CEOs are assigned and delegated to manage and operate one of a few activities of the Company. The Deputy CEOs are accountable to the CEO and are jointly responsible with the CEO to the BOD within the assigned mandate.

4. Shareholder structure

4.1 The list of shareholders holding from 5% and above the shares of the Company (as of 4th June 2014)

SN Name ID number Address Number(Shares)

Percentage (%)

1 Nguyen Van Thoi 090117808 Thai Nguyen 2,155,947 14.56

2 Nguyen Xuan Thuy 151300346 Thai Binh 1,005,510 6.79

3 Asean Small Cap Fund CA5503 1,068,090 7.21


Consultant: 13/5

PROSPECTUS


4.2 List of founding shareholders and percentage of share holding (as of 4th June 2014)

SN Name ID Number Address Number of shares

Percentage (%)

1 Nguyen Van Thoi 090117808 Thai Nguyen 2,155,947 14.56

Tổng 2,155,947 14.56(Source: TNG Investment and Trading JSC)

4.3 Shareholder structure as of 4th June 2014

SN Shareholders Number of shares Value (VND) Percentage (%)

1 Founding shareholders 2,155,947 21,559,470,000 14.56%

2 Common shareholders 12,651,468 126,514,680,000 85.44%

1 Domestic shareholders 12,796,384 127,963,840,000 86.42%

2 Foreign shareholders 2,011,031 20,110,310,000 13.58%

1 Institutional shareholders 2,550,306 25,503,060,000 17.22%

2 Individual shareholders 12,257,109 122,571,090,000 82.78%

Total 14,807,415 148,074,150,000 100.00%(Source: TNG Investment and Trading JSC)

5. List of parent companies, subsidiaries, associated companies

Parent companies: nil

Subsidiaries: nil

Associated companies:

- Bac Thai Electric Construction Company: + Address: Hoang Van Thu district, Thai Nguyen city + Telephone: 02803 858544+ Main business: building projects regarding electric grid+ Number of share holding: 98,000 shares+ Holding percentage: 49% charter capital

- TNG Fashion JSC:+ Address: number 221 Thong Nhat street, Tan Lap district, Thai Nguyen city+ Telephone: 02803 855617+ Main business: selling apparel products+ Number of shares holding: 350,000 shares

Consultant: 14/5

PROSPECTUS


+ Holding percentage: 35% chater capital

6. The capital increase process of the Company

Since its establishment, the Company has had 05 times of capital increase, specifically:

The first time: In 2006, the Company raised its charter capital to over 18 billion dong following the Resolution of the GMS dated 13th August 2006 and approved the investment on the construction project of TNG Song Cong Factory with total investment capital of 200 billion dong.

The second time: On 18th March 2007, the Company raised capital to over 54.3 billion dong through public offering following the Resolution of the GMS dated 18th March 2007, approving the Company’s development strategy to 2011 and the strategic orientations for the following years.

The third time: On 15th October 2009, the Company raised its capital from 54.3 billion dong to 87.2 billion dong by means of public offering.

The fourth time: On 10th December 2010, the Company was issued Certificate of offering to the public 4,773,775 shares by the SSC, raising its charter capital from 87.2 billion dong to 134.6 billion dong.

The fifth time: On 20th May 2014, the Company was approved of additionally issuing shares to pay dividends by the SSC, raising its charter capital to 148.07 billion dong.

7. Business activities

7.1. Main products and services

TNG Investment and Trading JSC specializes in producing exported garments and auxiliary products such as paper packages, plastics for bags and raincoats, laundry, cotton processing, industrial printing, embroidery and textile materials. In addition, the Company offers industrial sewing training, industrial machines, fire protection machines and domestic goods transportation. The Company also has a chain of showrooms for wholesale and retail sales of TNG products.

The main exported garment products of the Company are jackets and cargon shorts.

Details on production over the years of the Company

SN Product Unit Year 2012 Year 2013 Year 2014 forecast

1 Jacket Item 6,700,000 7,400,000 8,400,0002 Cargo short Item 9,000,000 9,800,000 11,100,0003 Cotton wadding million yard 1,000,000 2,000,000 4,000,000

4 Carton box m2 1,000,000 2,500,000 4,500,000

5 PE, PP bag Ton 50,000 150,000 250,000

6 Industrial laundry Item 8,000,000 6,000,000 6,500,000

7 Industrial printing 550,000 2,000,000

Consultant: 15/5

PROSPECTUS


8 Industrial embroidery 3,000,000 2,700,000 2,000,000


Images of the Company’s jackets and cargo shorts:


Images of TNG showroom chains

Consultant: 16/5

PROSPECTUS



Consultant: 17/5

PROSPECTUS


7.1. Revenue in 2012, 2013 and the first 9 months of 2014

The revenue from products and services of the Company

Unit: million dong

ItemYear 2012 Year 2013 9 months of 2014

Value Proportion Value Proportion Value Proportion

Sales revenue

1,086,815 90% 1,012,04

3 85,28% 721,171 70%

Outsource revenue

122,405 10% 174,64

1 14,72% 309,074 30%

Total revenue

1,209,220 100% 1,186,68

4 100% 1,030,246 100%

(Source: Financial statements year 2012, 2013 and Quarter III/2014 of TNG)

The sales revenue account for the majority of the total annual revenue of TNG over the years.

However, the outsourcing revenue tends to increase, especially in the first 6 months of 2014.

Currently, the Company still heads for the direction of mainly exporting with the export

market structure as followed:


Dịch chữ trong biểu đồ:

Biểu đồ cơ cấu thị trường xuất khẩu:Composition of the export marketsMỹ: the USEU: EUCanada: CanadaNhật: JapanHàn Quốc: Korea

Consultant: 18/5

PROSPECTUS


Khác: Others

Exports are the main source of revenue for the Company, of which exports to the US is the biggest with 47% total revenue, after that are EU, Canada markets...These are the markets generating the main source of annual profit for the Company.

7.2. Report on the issuer’s investments and returns, business performance or service in its main fields of investments, business and service:

Business performance

The Company’s business development is getting faster; the main criteria fulfilled in the recent years are as followed:

Business performance chartUnit: billion dong

2010 2011 2012 2013 6/2014.000

200.000

400.000

600.000

800.000

1000.000

1200.000

1400.000

622.829

1146.557 1209.220 1180.295

524.832

24.207

24.54421.882 14.057

20.022

Doanh thu thuần LNST


Dịch chữ trong biểu đồ:

Doanh thu thuần: Revenue

LNST: Profit after taxes

Investment returns:

- In 2014, TNG Investment and Trading JSC was the investor of the TNG Dai Tu Factory Project. The project’s area is 47,039 m2, with total investment of 180 billion dong. The

Consultant: 19/5

PROSPECTUS


Company is currently deloying this project in order to construct a new factory to expand its production.

- The TNG Phu Luong Factory project was completed at the area leveling phase.- The Company’s production and business in the recent years: Over the recent years, the

Company continuously expanded production and renovating its machines and equipments towards modernization. It continued building TNG Dai Tu Factory, which is expected to started operations phase 1 in February 2015 and to fully come into operations in May 2015.

- TNG has cleared the area of 5 ha at Son Cam, Phu Luong Industrial zone and intended to invest in TNG Phu Luong Factory in the coming year. When the new national Yen Binh Industrial Park is completed and Samsung factory starts operations, the supply for slots at industrial park will become scarce as many companies and Samsung suppliers will look for them. Seizing this opportunities, TNG will expedite the establishment of TNG Investment and Infrastructure Development Limited Liability Company in the time to come.

7.3. Technology level and new product development

TNG has concentrated on investing in-depths for garment factories as well as towards the goods and sources diversification over the years. The Company has equipped advanced and specialized automotive equipment to increase productivity and meet the customers’ demands which are getting higher and higher. Therefore, up to now the garment factories have been invested with sewing machines of all types (from one-needle, two-needle to specialized machine such as one-needle high-speed electronic machine, pocket-splitting machine, sleeve-inserting machine, automatic thread trimmer, automatic re-sticher, stitch-definer, seam compressor, heat stamping machine). Some of these equipment were invested synchronously from the measurements and prototypes to the cloth spreading, cutting, sewing the completion; of which a few steps were equipped at the regional and world level such as measuring, spreading with equipments to measure and make prototype, spreading, completing the products; and a few garment production lines have advanced closed process and technology.

The designing, sizing and prototyping are fully conducted on computers with the support of softwares such as Gerber/Lextra. The procedure building and assembly designing were conducted to all good codes before production to ensure the increase of productivity and create basis for salary unit price. The above investment has enabled the units to take initiatives in seeking good sources and customers to specialize the production, and on the other hand, has increased the productivity and product quality, thus enhancing the prestige to customers and promoting the competitive advantage. The technical procedure construction for each product were highly specialized at major steps.

As for industrial laundry, the Company has 12 washing machines, 22 dryers, 2 model washing machines with the capacity of over 5 million trousers/year.

The Company has industrial printers on fabric materials with multi-colors and 16 Tajima industrial sewing machines with 20 lines and 9 neddles, embroidering shapes and figures with capacity of over 2.5 million needles/year.

Consultant: 20/5

PROSPECTUS


Images on some machines and equipments of the Company

Industrial embroidery machines Industrial embroidery machines

Industrial embroidery machines The industrial washing machine system(Source: TNG Investment and Trading JSC)

Along with renovating the production technology, the Company constantly enhanced the technology in management and operations. The Company has applied production management softwares to increase the pro-activeness, accuracy and timeliness in production management.

In the service field, the Company has adopted the payment system for export orders through the cards of overseas big banks’s system.

List of a few softwares applied at TNG

SN Software Application field

1 Standard Accounting management

2 Inventory management Material management

3 Sales management Sales management

4 Atteldane System Manhour management

5 GSHRM Human resourse and salary management

6 Estimation Construction estimation management

7 Production management Production management and operation

8 MD –Modepro –V5R2 Model input, design and sizing

9 DN –Markpack –V5R2 Mesuring and prototype making

Consultant: 21/5

PROSPECTUS


SN Software Application field

10 Accumark Model input, design and prototype making (Source: TNG Investment and Trading JSC)

7.4. Materials

Material sources

The Company usually buys materials from various sources locally and internationally (more than 90%). In recent years, the proportion of materials from China, Korea, Hong Kong and Taiwan account for the majority due to satisfactory quality, great variety and competitive price. In addition, the Company imports materials from other countries such as Pakistan, Malaysia...The suppliers that the Company usually signs contract with are:

SN Suppliers Goods1 LIBERTY MILLS LTD Main fabrics, lining fabrics2 KAI CHERNG ENTER PRICE Main fabrics, accessories3 REALTY TEXTILE CO., LTD Main fabrics, lining fabrics4 JANGKI TEXTILE CO., LTD Main fabrics, lining fabrics5 OS – SONG Main fabrics, lining fabrics6 FULTIDE ENTERPRISE CO., LTD Main fabrics, lining fabrics


The stablility of the supply sources

Over the years, TNG has established the stable co-operative relationship with suppliers from Korea, China, Taiwan…At the same time, to approach these markets, the Company has representatives in Shanghai, China to look for sources, check the quality, progress and price in order to control the material sources for production.

Although the supply sources are not available in the country (more than 70% of the materials for the garment industry has to be imported), the supplies from China, Taiwan…are quite abundant, diverse and competitive in price. In addition, these are markets with developed textile industry and convenient geographic locations, thus the access to the supply sources are easy. Thanks to good relationships with suppliers, TNG has acquired necessary material sources for production.

The effects of materials to revenue and profit

Particular to TNG’s business, materials account for 65% - 70% cost of goods sold, thus fluctuations in input materials will greatly affect the Company’s revenue and profit. Moreover, most of the Company’s products are under such contracts as FOB (Free on Board), ODM (Original Design Manufacturing), buying materials and selling products. Good materials at competitive prices will help the Company save costs and increase profit considerably.

7.5. Marketing activities

The Company still identifies export markets as the main driver for now. However, to avoid over-dependence on the US market, the Company will push for the development of Mexico

Consultant: 22/5

PROSPECTUS


and South America. Concurrently, the Company will step up on approaching, expanding and penetrating the local market.

For loyal customers, the Company always sustain and develop customer relations so that the customers feel satisfied with the Company’s products and services. The Company organized yearly meetings to evaluate the work process over the year and get customers’ feedback, from which it will draw experience for improvements.

To approach new customers, especially in export markets, the Company frequently participate in international fairs (such as garment fair in the US, Germany, China, Russia...) and national trade expedition programs, association programs with Vinatex and Vitas, conference on garments and exports organized in Hanoi...

To suppliers, the Company evaluates and recognizes the suppliers with the biggest contribution to the Company’s business each year.

7.6. Trademark

The Company’s trademarks LIMA and TNG have been registered with related authoritative agencies. In addition, with the Company’s position and prestige, it was contracted to produce renowned trademarks such as The Childrensplace, Columbia Sport wear, Julio, Lolitog, Target,...by its customers.

The Company has registered logo TNG at Vietnam’s Intellectual Property Office.

7.7. Big contracts under execution or commitmentUnit: 1,000 USD

SN Partner Contract Value Goods

1 THE CHILDREN'S PLACE

01 - TNG/TCP14 (18/12/2013) 20,250 Shorts

2 COLUMBIA SPORT WEAR

01312013 (03/01/2013) 20,000 Jackets

3 CAPITAL GARMENT 01 – CAP14 (07/12/2013) 6,500 Jackets

4 OXYLANE ( DECATHLON) 01 TN - PRO/13 24,500 Jackets

5 TARGET 01/TNG – TAR (02/01/2014) 2,330 Women jackets

6 ASH CITY 01 TNG – ASH 5,000 Women jackets7 C&A 01TN – C&A 15,000 Jackets

8 ASMARA 01TN - ASM(21/03/2014) 7,600 Women jackets

Consultant: 23/5

PROSPECTUS



8. Report on business results

8.1. Summary on criteria of the Company’s business in 2012, 2013 and 9 months 2014

Business resultsUnit: million dong

SN Criteria 2012 2013 9 moths 2014

1 Revenue 1,209,220 1,180,295 1,029,689

2 Profit from main business 23,391 15,390 48,367

3 Other profit 73 1,801 776

4 Profit before taxes 23,464 17,191 49,143

5 Profit after taxes 21,882 14,057 40,094

6 Dividend payout over Profit (%) 98.43% 95.76%

(Source: TNG’s financial statements in 2012, 2013 and Quarter III/2014)

While other businesses are at a decline under tough economic conditions, TNG still maintains its business stability and a high rate of dividend payout over profit that meets shareholders’ expectations, thanks to the export advantage. However in 2013, the business performance decreased. In particulars, revenue in 2013 was 1,180 billion dong, equivalent to 98% that in 2012; profit after taxes decreased 35.8% compared to 2012. A reason for this might be the fact that the Company changed its management method in 2013, and there was a certain lag before it could operate smoothly in the new way. Late 2013 and early 2014, the Company controlled tightly the input costs, delegated to departments to pro-actively meet the assigned targets. Therefore, in 9 months of 2014, the Company’s production was expanded; the number of orders increased considerably and generated high profit: profit after taxes in 9 months was at 40 billion dong, equivalent to 183.2% of that in 2012 and 285.2% of that in 2013.

Proportion of business costs over the years and percentage over revenue

Unit: million dong

SN ItemYear 2012 Year 2013 As of 30/9/2014

Value % Revenue Value %

Revenue Value % Revenue

1 Total revenue 1,209,220 1,180,295 1,029,689

2 Costs of good sold 973,251 80.49% 962,177 81.52% 835,994 81.19%

3 Financial costs 80,656 6.67% 75,694 6.41% 51,217 4.97%

4 Sales costs 26,137 2.16% 26,726 2.26% 17,436 1.69%

5 Management 111,059 9.18% 102,633 8.70% 78,162 7.59%

Consultant: 24/5

PROSPECTUS


costs6 Other costs 5,404 0.45% 13,585 1.15% 864 0.08%

Total costs 1,196,506 98.95% 1,180,815 100.04% 983,672 95.53%

(Source: TNG’s financial statements in 2012, 2013 and Quarter III/2014))

The increase of costs over revenue in 2013 is due to the increase of costs of goods sold from 80.49% to 81.52%. Over the years, costs of goods sold always account for the main part of the Company’s total costs, which is typical of a production company. The reason for cost increase over revenue was the increase in material cost and labor cost in the market.

The second highest costs in the business is management cost. In 2013, this cost lightly decreased, in accordance with the decrease in revenue. The reason was that the Company stopped expanding business from 2012 due to difficulties in the economy. For this same reason, financial cost in 2013 tended to decreased slightly compared to the previous year. At the same time, the sales cost stayed at a relatively stable level as the production was not in good condition to be expanded.

In 9 months of 2014, the proportion of cost of goods sold, financial cost, sales cost, management cost and other cost over revenue all decreased.

8.2. Factors affecting the Company’s business

Advantages

- The increasing openness of the economy has encouraged foreign investors investing in Vietnam, among that are companies supplying textile materials and accessories, which is the advantage for the Company to actively develop the business in the model of FOB;

- In 2014, the Company invested in TNG Dai Tu Garment Factory with 34 advanced sewing assemblies and modern management technology and capacity of 3,000,000 products/year, investment capital up to 175-180 billion dong. The expansion with more investment in modern assemlies has helped the Company to receive many new orders;

- The Trans-Pacific Partnership Agreement (TPP) which is going to take effects will facilitate the Company to develop customer network, expand the makets and thus increases the export quotas to TPP member countries, especially the US.

- As for human resource, local labors are mostly unskilled and abundant. When having a need to build a factory, the Company conducts survey on labor sources, which contributes to the success of the factory and also helps reduce the unemloyment and number of poor households in the local area; thus this is highly supported by the authorities;

- With good business performances over the years, the banks have been very supportive for the Company when it gets loans for business operations.

Disadvantages

Consultant: 25/5

PROSPECTUS


- Although the brand “TNG Fashion” is highly regarded by foreign importers, it is not familiar to Vietnamese consumers, which proves that the promotion and brand development is not good;

- As a common trait of Vietnam textile industry, the product design of the Company is not strong, and thus not contributing much added value to the products;

- The weaving industry and support accessories of Vietnam is not developed so the Company’s business is dependent on imported material sources;

- The intense competition from other textile exporting countries including China, India,…, which are countries with more advantages regarding markets and materials is a risk not only for the Company’s export market but also for its local market;

- Trade barriers in big importing countries are applied, causing difficulties for the Company’s exports.

9. The Company’s position in comparison with others in the industry

9.1 The Company’s position in the industry

Textile is one of the major industries of consumer goods production, related to the production of fabrics, weaving and dyeing, cloth making, design, product completion and distribution to consumers. TNG Investment and Trading JSC focuses its activities on product completion to distribution.

TNG was once 100% State-owned enterprises, established in 1979 with the name Bac Thai Garment Factory when the Vietnam economy was centralized. With a long development history, the Company has developed sustainably over the years. In 2003, TNG was equitized and became a private enterprise. In 2007, the Company was listed on Hanoi Stock Exchange. Currently, TNG is selected to top 10 outstanding companies in Vietnam garment industry by the Outstanding Company in Vietnam Garment Industry Award, a prestigious award in the industry organized once every 3 years by the Ministry of Industry and Trade and Vietnam Garment Association.

With the position of being in top 10 among numerous garment companies in Vietnam, TNG has great advantages in the industry, among which are contract works for famous international brands such as ZARA, MANGO, GAP, C&A, CK, TCP, Columbia,Walmart, Marks & Spencer, Target, Decathlon, JCPenney, The Children Place. The long-term goal of TNG is direct sales to top international retailers to increase profit margins. On the other hand, TNG is trying to make use of its advantages, exploiting and reinforcing its position in the local fashion market.

Currently, TNG has developed a garment factory network all over Thai Nguyen province with 12 garment branches with modern equipments; at the same time building TNG Fashion Store, which is expected to make break-through development for TNG in the time to come.

Consultant: 26/5

PROSPECTUS


9.2 The prospect of the industry

Garment export growth in the first half of 2014

The recovery of the world economy in 2014, especially that of the US, Japan, EU, Korea, the countries consuming up to 70% Vietnam’s exported garment led to the growth in the country’s garment exports. According to the statistics of General Office of Customs, the total export value of the garment industry in the first half of 2014 was 9.38 billion USD, increasing 19.8% compared to 2013 and accounting for 13.3% total Vietnam exports, making textile the leading industry in export value.

Opportunities from International Trade Agreements

In the time to come, Vietnam textile industry is expected to develop better when Vietnam successfully signed bilateral and multilateral international agreements.

TPP- Trans-Pacific Partnership Agreement

The TPP region consumes up to 60% Vietnam garment export, especially the US market, the highly attractive market to the textile industry of any country. With the total population of up to 317 million people, mostly citi-dwellers with high income, the import demand of the US is more than 100 billion USD annually. Currently, China is the country with the biggest market share with over 37% (despite a sharp decline from 50% previously); Vietnam ranks second with a market share of 9%/year and this share tends to increase stably over the years.

The TPP is at a critical stage of negotiation whereby 20 technically complex and sensitive areas regarding the openness of markets are being discussed. Although the negotiation has not reached concensus from member countries, it has made certain progresses. It is good for Vietnam that China, the country with the biggest market share in the US is not part of the TPP negotiation, which is a chance for Vietnam and other countries to increase their goods export to the US.

Forecasts on Vietnam textile import to the US:

According to a research by the US Ministry of Trade, Vietnam textile goods will continued to be imported to the US with increasing quotas. It is forecast that by 2019, the import quotas will increase to 14%; and from then to 2020, this will decrease gradually to 9.5% in 2025.

Consultant: 27/5

PROSPECTUS


2015 2017 2019 2021 2023 202502468

1012141618

00%

02%

04%

06%

08%

10%

12%

14%

16%

14%14%

12%

11%

10%

09%

Dự báo kim ngạch NK hàng dệt may Việt Nam của Mỹ, 2015-2025

Kim ngạch xuất khẩu Tăng trưởng (y-o-y)

Tỷ U

SD

Source: The US Ministry of Trade

Dịch chữ trong biểu đồDự báo kim ngạch nhập khẩu hàng dệt may Việt Nam của Mỹ 2015-2025Forecast on import quota of garment products from Vietnam of the US 2015-2025Đơn vị: billion USDKim ngạch nhập khẩu: Import quotaTăng trưởng: Growth (year-on-year)

The forecast on TPP’s impact:

According to the forecast of exports, the export value of Vietnam textile to the US and TPP’s

member countries will considerably increase after the signing of TPP. In particulars, the export

value of weaving industry, textile and leather will increase 1.5 times until 2025. TPP is

expected to create positive impacts on Vietnam textile industry.

Hàng dệt Hàng may, da giày

Hàng dệt Hàng may, da giày

00

20

40

60

80

100

120

140

160

180

44

45

46

47

48

49

5050

46

So sánh tác động của TPP tới giá trị XK ngành Dệt may, da giày đến năm 2025

TPP ký kết không thành côngTTP ký kết thành côngGiá trị XK tăng khi TTP ký kết

Tỷ U

SD

Đơn

vị %

(Source: The research of professor Peter Petri – Brandeis University, 3/2013)

Consultant: 28/5

PROSPECTUS


Dịch chữ trong biểu đồ:So sánh tác động của TPP tới giá trị xuất khẩu ngành Dệt may, da giày đến năm 2025:Comparison of impact from TPP on export value of the Garment and Leather industry to 2025Cột đơn vị: tỷ USD: billion USDĐơn vị %: Unit: %TPP ký kết không thành công: TPP fails to be signedTPP ký kết thành công: TPP is signedGiá trị XK tăng khi TPP ký kết: The increase in export value upon the signing of TPP

EVFTA – EU-Vietnam Free Trade Agreement

The 8th round of negotiation of this agreement took place in 27th Jun 2014 with positive results. The two parties affirmed their determination to quickly reach an agreement on the whole EVFTA. In addition, Vietnam also takes part in FTA negotiation with EFTA countries (Switzerland, Norway, Iceland, Liechtenstein) and Russia – Belarus – Kazakhstan Customs Union. The progress in these agreement will facilitate the export and import of goods in general and textile in particular to develop quickly.

Considering the above favorable conditions, Vietnam Textile Association expects that in 2015 the export value of the textile industry can reach 25-27 billion USD and the localization rate reaches 70-75% in 2020 (instead of over 48% now).

National objectives and orientation for the textile industry

The objective for the textile industry year 2017-2020 is that Vietnam textile will be in top two or three textile exporting countries in the world. At the same time, the country will make great efforts so that 5-7% of its brands can penetrate and get a position in the world textile and fashion industry.

As for the local market, in April 2014, the Minister of Trade approved the master plan to develop the textile industry to 2020 and the vision to 2013 (Decision 3218/QD-BCT) with the goal to increase export and the local market at 10%-12% and some notable points as below:

With the point to develop the textile industry towards modernity, effectiveness and sustainability, the industry will shift production from doing contract work to buying materials and selling goods; increasing the quality and diversity of export goods. Export is the basis for the development of the industry, while the local market’s demand should be met to the most. Supporting goods will be developed, materials produced, the added value of the products in the industry increased. Weaving and dyeing industrial parks will be developed to process wastes and protect the environment.

The textile industry is not only playing an important part in the Vietnam industrial structure, but also a major industry of the country. Therefore, the Government will promote the business of companies in the textile industries by policies encouraging their production for exports,

Consultant: 29/5

PROSPECTUS


making use of the opportunities of the market; having plans to produce export fabrics and develop technical and medical textile products; and developing the material sources including cotton, fibers and accessories through cotton tree growing plans. At the same time, the autonomy and added value in each Vietnam textile product will be developed.

9.3 The suitability of the Company’s orientation with that of the industry, Government policies and the trend in the world

Basing on the company’s situation, the industry’s orientation and the Government’s policies, the Company has discussed in its GMSs and proposed suitable development orientation that can improve its position against others in the local textile industry, specifically:

Keeping garment as the main role, at the same time gradually investing in new businesses, starting with ones that directly support garment such as laundry, packaging, printing, sewing,...

Export markets are still major while increasing local revenue to 10 - 15% from now to year 2015, balancing the markets and avoiding over-dependence on the US market, approaching and exploiting Japan market.

Continuously developing production in width and in depth, maximizing the designed capacity to increase productivity and frequently renewing and adding machines and equipments of new technology.

Being aware of the weightage of the local market with more than 92 million people with a young population structure and great consumption demand, as other companies in the industry.

The orientation of developing textile as the major growth dynamics and gradual expansion to supportive fields, at the same time developing the local market is very suitable to the comprehensive development strategy of Vietnam textile industry in the furture.

10. Policies to employees

10.1 Employee structure

The total number of employees as of 30th September 2014 is 8,512 người, of which: Long-term contract : 7,500 people Short-term contract and seasonal : 1,012 people

Qualifications:

SN Qualifications Number (people) Percentage

1 With bachelor degree 252 2.96%

2 With polytechnic diploma 496 5.83%

3 Trained workers 7,168 84.21%

4 Unskilled workers 596 7.00%

Total 8,512 100.00%

Consultant: 30/5

PROSPECTUS



92%

8%

Cơ cấu LĐ theo giớiNữ Nam

89%

11%

Cơ cấu LĐ theo trình độ

CN đã qua đào tạo LĐ phổ thông

Dịch chữ trong biểu đồCơ cấu LĐ theo giới: Employees by genderNữ: FemaleNam: MaleCơ cấu LĐ theo trình độ: Employees by qualificationsCN đã qua đào tạo: trained workersLĐ phổ thông: unskilled workers

As of 30th September 2014, TNG has 8,512 employees. As textile industry needs many labor and the work nature which requires meticulousness more suitable for women, 92% of the Company’s employees are female. As for qualifications, workers having undergone training account for 89%, the rest are unskilled labor. The Company must apply suitable policies to attract and motivate its employees.

10.2. Policies to employees

As a Company with great number of employees, the Company always cares about the welfare and working environment of its employees. Apart from conditions regarding insurance and work safety regulated by the Labor Law, the Company also applies other work criteria such as Social Responsibility to ensure the employees’ rights, and thus they feel secure to stay with the Company long-term.

Training policies: New employees who do not have industrial sewing skills can sign training contract with the Company. To current staffs, the Company supports 100% salaries and training fees for those sent to courses to enhance their qualifications. Especially, the Company

Consultant: 31/5

PROSPECTUS


assists school fees for children of its staffs studying in universities and indicating interests to work for the Company.

Renumeration policies: The Company has built a system of salary ranks and issued flexible salary and reward regulations following the rating based on 3 factors: knowhow, problem solving and responsibilities. This principle overcomes the average distribution situation, evaluates the contribution of each position to the Company, links salaries to productivity, work quality and effectiveness of each person, encourages staffs with high qualifications and increases productivities.

The Company also announces its salary ranks, according to which the employees are divided to 7 levels with publicized ranking criteria and salaries so that employees are aware of and improve themselves accordingly.

Apart from monetary rewards, the Company also has rewards in the form of overseas holidays or by shares to both encourage the employees and create bond between them and the Company.

11. Dividend policies

According to the Company’s Charter and the law, the dividend paid to shareholders is from the retained profit of the Company and must be announced. The annual dividend payouts approved by the Resolution of the annual GMS were as followed:

Item Year 2012

Year 2013

Year 2014(planned)

Year 2015(planned)

Year 2016(planned)

Dividend rate 16% 10% 20% 20% 30%(Source: TNG Investment and Trading JSC)

In recent years, as a result of the recession of the economic cycle and the intense competition of FDI companies, the export revenue of the Companies declined. However, TNG made efforts to maintain high dividend payout to shareholders either in cash or shares.

12. Financial situation

The Company’s financial year starts on 1st January and ends on 31st December every year. The Company makes its financial statements following current Accounting Law.

Reports on charter capital and business capital Unit: million dong

Item 31/12/2012 31/12/2013 30/9/2014Charter capital 134,613 134,613 148,074Equity 213,049 211,551 249,057

(Source: Financial statements year 2012, 2013, Quarter III/ 2014 of TNG)

Depreciation of fixed assets

Consultant: 32/5

PROSPECTUS


The Company applies straight-line depreciation method to tangible and intangible fixed assets. Fixed assets are categorized to asset groups with the same characteristics and usage purpose in the Company’s business. Tangible fixed assets are depreciated basing on the usage time estimated as below:

Fixed asset type Time of depreciation (Year)

Factories and architectural objects 05 – 40Machines, equipments 03 – 10Transportation means 06 – 08Office equipments 03 – 05Other assets 06

(Source: Audited financial statement Quarter III/2014 of TNG)

Average salaries

Average monthly incomes of employees in the Company are as below:

Year 2013 : 3,938,000 dong/person/month

6 months 2014 : 4,138,000 dong/person/month

In comparison to other companies in the same industry, this is considered a fairly stable and competitive income level.

Payments of due debts

The Company pays all due debts timely and sufficiently; there is no overdue debts over one year.

Contributing to required funds

Annually, TNG uses parts of its revenue contributing to funds required for joint stock companies and as specified in the Company’s Charter. The balance of the Company’s funds over the years are as below:

Unit: million dongFund 31/12/2012 31/12/2013 30/9/2014Investment and development 17,062 18,156 19,250

Financial provision 5,843 6,390 8,793

Welfare and rewards 68 53 300

(Source: Financial statements year 2012, 2013, Quarter III/2014 of TNG)

Debt situations

Consultant: 33/5

PROSPECTUS


ReceivablesUnit: million dong

SN Item 31/12/2012 31/12/2013 30/9/2014

1 Receivable from customers 150,976 111,034 224,057

2 Advances to sellers 6,437 9,846 4,373

3 Other receivables 18,656 10,526 8,724

4 Provision for default short-term receivables (5,041) (6,224) (5,581)

Total 171,028 125,183 231,573


PayablesUnit: million dong

SN Items 31/12/2012 31/12/2013 30/9/2014

Short-term debts 568,391 565,105 727,885

1 Short-term loans 481,877 470,627 627,685

2 Payable to sellers 64,733 65,124 60,114

3 Pre-payments from buyers 259 303 591

4 Taxes and payables to the Government 856 1,334 5,522

5 Payables to employees 13,701 23,251 27,018

6 Payable costs 1,410 4,171 6,018

7 Other short-term payables 5,487 243 637

8 Welfare and rewards funds 68 53 300

Long-term debts 169,878 184,543 195,841

1 Long-term loans 169,878 184,543 195,841

2 Provision for unemployment subsidies 0 0 0


Debt balance as of 30/9/2014Unit: million dong

SN Item 30/9/2014

I. Short-term debts 627,685

1 Short-term loans 584,215

2 Long-term loans due 43,47

II. Long-term debts 195,841(Source: Financial statements Quarter III/2014 of TNG)

Due to the particular characteristics of export textile activities, the Company needs short-term

Consultant: 34/5

PROSPECTUS


capital to buy materials and ensure timely production for orders. After production, it takes time for transportation to export and payment. Therefore, short-term debts usually accounts for the majority in the debt structure. Similarly, receivables from customers and payables to sellers are also big parts in the Company’ debt balance over the years.

Main financial indicators

Item Calculation Year 2012 Year 2013 % change

1. Solvency

Current solvency raio (times) Total assets/ Total debts 1.29 1.28 -0.50%

Short-term solvency ratio (times)

Short-term assets/ Total short-term debts 0.78 0.73 -6.96%

Quick ratio (times)(Short-term assets -

inventories)/ Total short-term debts

0.34 0.26 -24.09%

2. Capital structure

Debts/ Total assets (times) Debts/ Total assets 0.78 0.78 0.50%

Debts/ Equity (times) Debts/ Equity 3.47 3.54 2.26%

3. Performances

Inventory turnover (round)

Costs of goods sold/ Average inventories 4.44 3.72 -16.24%

Receivable turnover (round)

Revenue/ Average balances of receivables 14.14 7.97 -43.64%

Equity turnover (round) Revenue/ Equity 5.68 5.58 -1.70%

Total asset turnover (round) Revenue/ Total assets 1.27 1.23 -3.40%

4. Profitability

Returns over Revenue Profit after taxes/ Revenue 1.81% 1.19% -34.18%

Returns over Equity (ROE) Profit after taxes/ Equity 10.27% 6.64% -35.30%

Returns over Asset (ROA)

Profit after taxes/ Total assets 2.30% 1.46% -36.42%

Profit from business/Revenue

Profit from business/ Revenue 1.93% 1.30% -32.59%

Consultant: 35/5

PROSPECTUS


Earning per share (EPS)Profit after taxes/

Average outstanding shares

1,626

1,044 -35.76%


Solvency criteria: In recent years, the Company developed towards focusing on FOB goods, thus materials in stock are usually huge. With the characteristics of the Company’s export goods business, the value of export contracts are very large, payment procedures take a lot of time, plus the stocking of materials and export products making the investories a big part in the total assets and leading to a low solvency ratio. However, thanks to the material sourcing and contract signing before the start of the financial year, TNG can control its working capital in business and ensure its solvency.

Capital structure criteria:

In two recent years the capital structure of TNG is fairly stable. The new projects the Company is deloying mainly depends on loans, thus the debts over equity ratio is at a high level. To balance the capital structure, the Company expects that after it raises more capital through the public offering, debts will decrease and the weightage of equity will increase.

Performance criteria: Most of the Company’s products are exported (more than 90%), thus the complete products are usually kept in stock to be exported in bulk. Although in 2013 the inventory turnover of the Company decreases, this ratio is still positive considering the characteristics of the industry and the Company’s business.

Profitability criteria: As a result of the industry’s general situation in 2013, the Company witnessed a decline in profitability ratio because the business was not expanded as in previous years.

In gerenal, the financial ratio of TNG were worse than those in 2012. The reasons were as the global economy recessed, consumers spent less and saved more. Despite facing the common difficulties in the textile industry, the Company tried to maintain a profit level almost equal to that of year 2012. It is expected that in the coming years when the economy gradually recovers, TNG will develop its production and improve its financial situation and profitability.

13. List of BOD, BOM, BOS and Chief Accountant

13.1 List of members of BOD

The BOD of TNG Investment and Trading JSC currently has 5 members, including:

1. Mr. Nguyen Van Thoi – Chairman of BOD

2. Ms. Ly Thi Lien – Member of BOD and Deputy CEO

3. Mr. Nguyen Duc Manh – Member of BOD (non-executive independent member)

4. Mr. Nguyen Viet Thanh – Member of BOD (non-executive independent member)

5. Mr Nguyen Van Thoi – Member of BOD – CEO

Summary of members of BOD’ C u rriculum vitae (CV)

Consultant: 36/5

PROSPECTUS


13.1.1 Mr. Nguyen Van Thoi – Chairman of BOD

Full name NGUYEN VAN THOI

Gender Male

Date of Birth 27/01/1958

Nationality Vietnam

Ethnicity Kinh

HometownThai Hung village, Thai Thuy district, Thai Binh province

Residence Address Ward 15, Phan Dinh Phung district, Thai Nguyen city

Personal Indentification Number090117808 (issued by Thai Nguyen province’s Public Securities on 28/05/2009)

QualificationsBachelors in Electrics and mechanics; Bachelor of economics and political science.

Working experience

6/1982 - 11/1992: Material team leader, Bac Thai Electric Construction Company

12/1992 - 01/1993: Head of Material Department, Bac Thai Electric Construction Company

2/1993 - 9/1993: Deputy CEO, Bac Thai Garment Factory

10/1993 - 12/2002: CEO, Thai Nguyen Garment Company

2003 – 2007: Chairman of BOD and CEO, Thai Nguyen Export Garment JSC

2007 - 2012: Chairman of BOD and CEO, TNG Investment and Trading JSC

2013 – now: Chairman of BOD, TNG Investment and Trading JSC

Current position Chairman of BOD, TNG Investment and Trading JSC

Con-current positions in other organizations

Law violations No

Number of the Company’s shares owned 2,155,947 shares

Number of shares owned by related people 1,684,430 shares

Loans taken from the Company No

Renumerations and fringe benefits

Renumeration received in 2013: 774,388,046 VND

Related interests to the Company No

Consultant: 37/5

PROSPECTUS


13.1.2 Ms. Ly Thi Lien – Member of BOD and Deputy CEO

Họ và tên LY THI LIEN

Gender Female


Nationality Vietnam

Ethnicity Day

Hometown Lao Cai city

Residence AddressNumber 741, ward 8, Tan Lap district, Thai Nguyen city

Personal Indentification Number090888102 (issued by Thai Nguyen province’s Public Securities on 05/07/1997)

Qualifications Banking college

Working experience

1989 - 1995: Staff, Yen Bai Industrial and Commercial Bank

1996 - 1998: Staff, Thai Nguyen Garment Company

1998 –2008: Chief Accountant, TNG Investment and Trading JSC

2009 - now: Member of BOD and Deputy CEO, TNG Investment and Trading JSC

Current positionMember of BOD and Deputy CEO, TNG Investment and Trading JSC


No

Law violations No

Number of the Company’s shares owned

157,501 shares

Number of shares owned by related people

No



Renumeration received in 2013: 329,971,241VND

Related interests to the Company

No

Consultant: 38/5

PROSPECTUS


13.1.3 Mr. Nguyen Duc Manh - Member of BOD

Full name NGUYEN DUC MANHGender Male


Nationality Vietnam

Ethnicity Kinh

Hometown Thai Nguyen city

Residence Address Phan Dinh Phung district, Thai Nguyen city

Personal Indentification Number 090882528

QualificationsBachelor of Information Techonology, Bachelor of Foreign Languages

Working experience

2007 - 2012: Member of BOD and CEO, TNG Investment and Trading JSC

2013 – 8/2014:Member of BOD and Deputy CEO, TNG Investment and Trading JSC

9/2014 – now: Member of BOD, TNG Investment and Trading JSC

Current position Member of BOD, TNG Investment and Trading JSC

Con-current positions in other organizations No

Law violations No

Number of the Company’s shares owned 555,500 shares



Renumerations and fringe benefits Renumeration received in 2013: 409,033,195 VND


13.1.4 Mr. Nguyen Viet Thanh – Member of BOD

Full name NGUYEN VIET THANH

Gender Male

Consultant: 39/5

PROSPECTUS



Nationality Vietnam

Ethnicity Kinh

Hometown Hoai Duc, Hanoi

Residence Address Number 54 Ton Duc Thang, Dong Da, Hanoi


Qualifications Mechanics and Chemicals Engineer

Working experience

1985 - 1993:Executive, Standards and Quality Measurement General Office

1993 - 2004:Chief Accountant, Chaika Russia – Vietnam Joint Venture

2004 - 2006:Executive, Post and Telecommunication Finance Company

2006 - 2007: Business Director, TM Capital Investment Management JSC

2007 - now:Chairman of BOD, Viet Nhan Investment Capital Management Company

2007 – now: Member of BOD - TNG Investment and Trading JSC

Current position Member of BOD - TNG Investment and Trading JSC


Chairman of BOD, Viet Nhan Investment Capital Management Company

Law violations No


Number of shares owned by related people No


Renumerations and fringe benefits Renumeration received in 2013: 40,395,731 VND


13.1.5 Mr. Nguyen Van Thoi – Member of BOD and CEO

Consultant: 40/5

PROSPECTUS


Full name NGUYEN VAN THOI

Gender Male


Nationality Vietnam

Ethnicity Kinh

Hometown Thai Binh province

Residence Address Gia Sang district, Thai Nguyen city


Qualifications Bachelor of Economics

Working experience1995 – 2013 Staff – TNG Investment and Trading JSC

2013 – 8/2014 Member of BOD and Deputy CEO, TNG Investment and Trading JSC

9/2014 – now Member of BOD and CEO, TNG Investment and Trading JSC

Current position Member of BOD and CEO, TNG Investment and Trading JSC

Con-current positions in other organizations No

Law violations No







13.2 List of member of BOM

The BOM includes 03 members:13.2.1 Mr. Nguyen Van Thoi - CEO

See CV of Mr. Nguyen Van Thoi above: section 13.1.113.2.2 Ms. Ly Thi Lien – Deputy CEO

See CV of Ms. Ly Thi lien above: section 13.1.213.2.3 Ms. Doan Thi Thu – Deputy CEO

Full name DOAN THI THU

Consultant: 41/5

PROSPECTUS


Gender Female


Nationality Vietnam

Ethnicity Kinh

Hometown Thai Nguyen

Residence Address Trung Vuong distric, Thai Nguyen city



Working experience1994 – 2003 Staff, Thai Nguyen Garment Company

2004 – 2011Director, Viet Thai Factory – TNG Investment and Trading JSC

2011 – now Deputy CEO, TNG Investment and Trading JSC

Current position Deputy CEO, TNG Investment and Trading JSC


No

Law violations No


62,480 shares


No





13.3 List of members of BOS

The BOS includes 03 members:

1. Mr. Nguyen Van Duc – Head of BOS 2. Ms. Bui Thi Tham – Member of BOS3. Ms. Ha Thi Tuyet - Member of BOS

Summary of BOS members’ c u rriculum vitae (CV)

13.3.1 Mr. Nguyen Van Duc – Head of BOS

Full name NGUYEN VAN DUC

Gender Male


Consultant: 42/5

PROSPECTUS


Nationality Vietnam

Ethnicity Kinh


Residence Address Quyet Thang district, Thai Nguyen city


QualificationsBachelor of Business Administration, Bachelor of Accounting, Bachelor of Foreign Languages

Working experience1999 - 2007: Staff, TNG Investment and Trading JSC

2008 - 2011: Member of BOS, TNG Investment and Trading JSC

2011 - now: Head of BOS, TNG Investment and Trading JSC

Current position Head of BOS, TNG Investment and Trading JSC


No

Law violations No


18,216 shares


No





No

13.3.2 Ms. Bui Thi Tham – Member of BOS

Full name BUI THI THAM

Gender Female


Nationality Vietnam

Ethnicity Kinh

Hometown Ha Noi

Residence Address Phan Đinh Phung district, Thai Nguyen city



Consultant: 43/5

PROSPECTUS


Working experience1980 – 2007 : Staff, TNG Investment and Trading JSC

2008 – now : Member of BOS, TNG Investment and Trading JSC

Current position Member of BOS, TNG Investment and Trading JSC


No

Law violations No


110,660 shares


No





No

13.3.3 Ms. Ha Thi Tuyet - Member of BOS

Full name HA THI TUYET

Gender Female


Nationality Vietnam

Ethnicity Kinh

Hometown Thai Nguyen city



Qualifications Bachelor of Laws

Working experience2007 – 2013 Secretary - TNG Investment and Trading JSC

2013 – nowMember of BOS and Secretary, TNG Investment and Trading JSC

Current position Member of BOS, TNG Investment and Trading JSC


No

Law violations No


No

Consultant: 44/5

PROSPECTUS



No





13.4 Ms. Luong Thi Thuy Ha - Chief Accountant

Full name LUONG THI THUY HA

Gender Female


Nationality Vietnam

Ethnicity Kinh





Working experience1992 – 2012 Staff, TNG Investment and Trading JSC2013 – nay Chief Accountant - TNG Investment and Trading JSC

Current position Chief Accountant - TNG Investment and Trading JSC


No

Law violations No


128,912 shares


No





14. The Company’s fixed assets as of 30/06/2014

Unit: million dong

SN Assets Original price Depreciation(provision)

Residual value (30/6/2014)

1 Tangible fixed assets 695,096 225,931 469,165

Consultant: 45/5

PROSPECTUS


- Buildings and structures 413,903 65,854 348,049- Machines and equipments 264,893 150,417 114,476

- Means of transportation 12,228 7,076 5,152

- Management device 3,812 2,414 1,398

- Other fixed assets 259 169 90

2 Assets on lease 45,664 13,564 32,100

3 Intangible fixed assets 45,634 4,563 41,071

4 Construction in progress 32,000 0 32,000

Total 818,394 244,058 574,336

(Source: Audited 6 month 2014 financial statements of TNG)

15.Lands and factories

SN Location Usage purposeTotal area (m2)

Usage duration

(year)Notes

1

160 Minh Cau

street, Thai Nguyen

city

The Company’s Office, TNG1 Branch, TNG Center

13,179 50

Land usage rights

certificates:

AC588499, AO150

528, AC 588 500

2

Ward 20, Phan

Đinh Phung

district, Thai

Nguyen city

Housing apartments for stafss 1,500 50

Investment

certificate: 171 21

00000 080

3Tan Lap district,

Thai Nguyen cityTNG 2 Branch 10,790 50

Certificate: 150

561, 150 562

4 Song Cong townTNG Song Cong 1,2,3,4 Branches 100,000 50

Investment

certificate: 17 221

000 02

5.

Kha Son ward, Phu

Binh distrcit, Thai

Nguyen city

TNG Phu Binh 1,2,3,4

Branches99,541 50

Certificate: BA 866

388, QĐ 1638

6

Kha Sơn ward, Phu

Binh distritc, Thai

Nguyen cityHousing apartments 40,560 50

Investment

certificate: 17 321

000 015

7 Song Cong townTNG Song Cong Branch – Bong Branch 25,000 50

Investment

certificate: 17 221

000 055

8 Tien Hoi ward, Đai TNG Đai Tu Branch 47,000 50 Investment

Consultant: 46/5

PROSPECTUS


Tu district, Thai

Nguyen provincecertificate: 17 121

000 013

Total 338,110(Source: TNG Investment and Trading JSC)

16. Profit and dividend plans year 2014

Basing on the general orientation of the industry, TNG has identified the Company’s development orientation for the coming years as below:

Keeping apparel making as the main business; gradually investing in new products, first and foremost are goods directly supporting garment such as laundry, packaging, printing, embroidery...

Export markets are still the main focus, increasing the localization rate to 10-15% in 2016, balancing the markets and avoiding the over-dependence on the US market.

Continuing to develop production in both width and depth by completing the investment of TNG factories and regularly adding and renovating machines and equipments of new technologies.

Basing on the business performance in 2013, the Company made its business plan for 2014 as below:

SN Item Year 2013 Year 2014(Planned) % Up/down

1 Revenue 1,180,295 1,426,000 20.82%2 Profit after taxes 14,057 50,000 255.69%

3 Profit after taxes/ Revenue 1.19% 3.51% 194.40%

4 Dividends 10.00% 20.00% 60.00%(Source: TNG Investment and Trading JSC)

Bases for realizing profit plan

- First, TNG has many customers and markets, as from 2012 to now, TNG has conducted consistent customer policies and is trusted. In 2014, under the positive impact of TPP, the orders tend to be switched to Vietnam and TNG remains the first choice of big customers. In reality, since the beginning of the year, the factories have confirmed orders till end of Auguest 2014, and the Company is selecting good orders to avoid over capacity, the rest will be contracted to other garment units.

- Second, the investments on fixed assets of TNG Song Cong, TNG Phu Binh will be at full capacity of machines and equipments invested in the previous phase and the workers in TNG will increase; there will be less labour fluctuations as TNG has prestige to workers and people in Thai Nguyen province.

Consultant: 47/5

PROSPECTUS


- Third, the production capacity of 10 garment branches will be increased, at the same time TNG Dai Tu Garment Factory with 27 assembly lines will be put in operations in Quarter II 2014, increasing 132 assembly lines to 172 in 2014 (44 more lines).

- Forth, good management and risk control will reduce costs and increase revenue and profit.

17. Evaluation of consultant on the profit and dividend plans of the Company

As the consultant, we evaluate the business TNG Investment and Trading JSC in 2014-2016 as below:

After researching the collecting information and analyzing the current financial situation of TNG Investment and Trading JSC, Tan Viet Securities JSC thinks that the profit and dividend plans of TNG for 2014-2016 is suitable and feasible unless there is unusual volatilities and force majeures affecting the Company’s business.

We note that the above remarks are made under the view of a consultant basing on the collected information which is selective and basing on financial and securities theories and without implications that the price share will be ensured or that the forecasts are sure. These remarks are only for reference to investors upon making their own investing decisions.

18. Expected time to start share trading in the organized market

Within 03 months from the day completing the offering

19. Information on the un-realized commitments of the Issuer

No20. Information on the litigation related to the Company that can affect the price of the offered shares

No

Consultant: 48/5

PROSPECTUS


III. INFORMATION ON THE STOCK OFFERED

1. Type of stock

- Stock : Stock of TNG Investment and Trading JSC- Type of stock : Common stock

2. Face value

- Face value : 10,000 dong/share(ten thousand dong/one share)

3. Total number of offered shares

- Number of shares offered : 7,156,892 sharesOf which:+ Offered to current shareholders+ Offered to employees+ Dividend payout first time in 2014

:::

4,935,819 shares740,372 shares1,480,701 shares

- Number of outstanding shares : 14,807,415 shares(Fourteen million eight hundred seven thousand four hundred and fifteen shares)

- Total number of shares after the offering

: 21,964,347 shares(Twenty one million nine hundred sixty four thousand three hundred and forty seven shares)

4. Offering method:

7,156,892 shares are offered under 3 methods:

4.1 Offering to current shareholders- Number of shares offered : 4,935,819 shares- Offering value (according to face

value): 49,358,190,000 dong

- Offering method : Right-exercise method- Right-exerise rate : 3:1

(A current shareholder owning 03 shares will be entitled to buying 01 new share)

- Rounding principle : The shares offered to current shareholders will be rounded down to the unit.

- Principle to handle odd shares and unsold shares

: There shares divided to current shareholders are rounded down to the unit (Example: for a shareholder owing 10 shares, the number of shares he/she can buy is 01 share (10 x 3/20 = 1.5, rounded down to 01 share). The unsold shares will be distributed by the BOD the shareholders

Consultant: 49/5

PROSPECTUS


who registered to buy in accordance with the holding percentage.

4.2 Share offering to the Company’s staffs

- Number of shares sold : 740,372 shares- Selling value (on face value) : 7,403,720,000 dong- Offering targe : Mangement staffs (members of BOD,

members of BOS, CEO, Deputy CEO, Chief Accountant, branch directors) of the Company and the list approved by the BOD

- Principle to handle unsold odd shares : The unsold shares to mamagement staffs will be decided by the BOD to sell to other people at a price not lower that that offered to the management staff.

4.3 Share offering to advance dividend year 2014

- Number of shares offered : 1,480,701 shares- Offer value (on face value) : 14,807,010,000 dong- Souce for the offering : Profit after taxes 6 months in 2014- Offering ratio : 10:1 (Shareholder owning 10 shares will

receive 01 new share).- Rounding principle : The shares divided for current shareholders

will be rounded down to the unit.- Way to handle odd shares : The odd shares arise due to rounding down

will be cancelled.

5. The expected offer price

- Expected offer price to current shareholders and staffs

: 10,000 dong/share

6. Price calculation method

The Company’s book value at 30/6/2014:Total equity and funds

=229,994,964,656

= 15,532 dongNumber of outstanding shares

14,807,415

Basing on the book value of the Company’s shares at 30/6/2014 and the delegation of the GMS in 2014, to ensure the success of the offering, the BOD decided the offer price to current shareholders at 10,000 dong/share, lower than the book value at 30/6/2014.

Consultant: 50/5

PROSPECTUS


7. Distribution method

- To custodian shareholders: the shares are distributed in the system of the stock exchange, Vietnam Securities Depository and custodian members;

- To non-custodian shareholders: the shares are distributed directly at Investor Relations Committee, TNG Investment and Trading JSC

8. Share distribution duration

Within 90 days from the day of Offering Certificate from the State Securities Commission (expected to be around Quarter IV year 2014). The expected share distribution schedule is as below:

SN Work Expected time1 Receiving the Public Offering Certificate T2 Information disclosure on the offering T+73 Confirming shareholder list for rights distribution T+7 to T+104 Transfer of the buying rights T+7 to T+ 255 Registering to buy shares T+7 to T+ 276 Collecting money from share selling T+27 to T+47

7 Reporting the offering results to State Securities Commission

T+47 to T+55

8 Distributing shares to investors T+55 to T+85

9. Registration to buy shares

9.1 For current shareholders:

- Timeline for registering to buy and make payments: 20 days from the day receving the buying right notice

- Payment methods:

+ For custodian shareholders: making transfers at the custodian member where the shareholder opens the account

+ For non-custodian shareholders: cash payment of making transfers to the Finance and Accounting Department of TNG Investment and Trading JSC.

9.2 For staffs:

The list of staffs and the number of shares each staff can buy was approved of by the BOD. The timeline for buying registration and payment will be decided by the BOD and announced after the State Securities Commission issues the Public Offering Certificate.

10. Principle to handle odd shares:

Consultant: 51/5

PROSPECTUS


The shares divided for current shareholders are rounded down to the unit (Example: a shareholder owing 1,234 shares can buy 411 shares (1234/3 = 411.3 shares and then rounded down).

Principle to handle odd-lot shares arising from rounding and unsold shares: the odd-lot shares from rounding and unsold shares will be decided by the BOD to distribute to other people at a price not lower the that offered to the current shareholder.

11. Limitation on the holding rate of foreigners

The share holding percentage of foreigners of the Company will oblidge to regulations specified at Decision 55/2009/QD-TTg dated 15/04/2009 of the Prime Minister, spefically: foreign investors in Vietnam securities market can hold up to 49% total outstanding shares of a public joint stock company.

12. Limitation on share transfer

- For the shares offered to current shareholders: no limitation on the transfers. The rights to buy additionally issued shares to current shareholders are not limited on transfering.

- For the shares offered to staffs: the transfer of ownership is limited during 06 months from the day completing the offering. The staffs cannot transfer the buying rights.

Notes: The person receiving the buying right transfer cannot transfer it to a third person.

13. Related taxes

- Value Added Tax: The Company applies the declaration and calculation of value

added tax in accordance to the current guidelines of Tax Law with the value added

tax rate 10% to the goods and services provided by the Company.

- Corporate Income Tax: The Company receives tax incentives in accordance with

Circular 134/2007/TT-BTC dated 23/11/2007 of the Ministry of Finance guiding

Decree 24/2007/ND-CP of the Government on details of implementing the Corporate

Income Tax law, with the condition to receive incentives as: being new companies

extablished from investment projects at areas with difficult social-economic

conditions.

+ The tax rate at 20% applied in the first 10 years from the start of the

Company’s operations.

+ Two-year tax exemption (year 2008 and 2009) and 50% reduction on the

amount of tax payable in the next 6 years (from 2010)

- Other taxes: The Company declares and pays taxes to the local tax authorities in

accordance with the current regulations of the Government.

Consultant: 52/5

PROSPECTUS


14. The bank with the frozen account for share buying money:

Account name: TNG Investment and Trading JSCAccount number: Bank:

20. OFFERING PURPOSE

The Company is currently using its working capital to invest on fixed assets, thus affecting the cash flow from business activities and its solvency. To overcome this situation, the Company makes share offering to increase charter capital and supplement the working capital for the production and business of the Company, as well as:

- To ensure the shareholders’ interests; - To ensure that the Debt over Equity ratio of the Company is within the allowable limit;- To enhance the Company’s image to partners and customers, increasing the position

and competitiveness in business;- To ensure suitable capital structure and attract investment capital to expand the

Company’s business in the time to come.

21. PLAN TO USE THE MONEY RAISED FROM THE OFFERING

a. Total capital raised from the offering is 71,569,320,000 dong, which will be used to supplement the working capital for production and business, specifically:

Buying machines and equipments for the Company’s business.

Making payments for material purchases and other costs such as electricity,

value added taxes, corporate income taxes, transportation fees and other fees

directly related to the Company’s production and business process.

Offseting part of the short-term capital shortages, getting more active in the

capital sources.

Details on the capital usage plan:

SN Items Amount (VND) Expected disbursement

time1 Purchase of machines and equipments

(listing in details)2 Purchase of main materials3 Payment of electricity and water fees4 Payment of Value Added Tax, Corporate

Income Tax5 Payment of transportation fees6 Payment of other business fees

…Total

Consultant: 53/5

PROSPECTUS


b. The expected time to use the capital raised from the offering is within 12 months from the end of the offering.

22. PARTNERS RELATED TO THE OFFERING

a. Consultant

Tan Viet Securities JSCAddress : Floor 6, Ly Thuong Kien, Hoan Kiem district, Hanoi cityTelephone : (084 4) 3728 0921Fax : (084 4) 3728 0920Website : www.tvsi.com.vnEmail : [email protected]

b. Auditor

Deloitte Vietnam Limited liability companyAddress : Floor 12, Vinaconex building, 34 Lang Ha, Dong Da district, HanoiTelephone: (84.4) 6288 3568Fax : (84.4) 6288 3568Website : www.deloitte.com.vn

Consultant: 54/5

mailto:[email protected]

http://www.tvsi.com.vn/

PROSPECTUS


23. APPENDIX

1. Appendix I: Valid duplicate copy of Business Registration Certificate

2. Appendix II: Valid duplicate copy of the Company’s Charter

3. Appendix III: Financial Statements

4. Appendix IV: Resolution of General Meeting of Shareholders year 2014

5. Appendix V: List of documents related to the information disclosed in the Prospectus

Consultant: 55/5

PROSPECTUS


Hanoi, day month year 2014

REPRESENTATIVE OF THE ISSUER

TNG INVESTMENT AND TRADING JOINT STOCK COMPANY

CHAIRMAN OF THE BOARD OF DIRECTORS

HEAD OF BOARD OF SUPPERVISORS CHIEF ACCOUNTANT

REPRESENTATIVE OF THE CONSULTANT

TAN VIET SECURITIES JOINT STOCK COMPANY

Nguyen Viet Cuong

Consultant: 56/5

Documents

I - Cty cổ phần đầu tư và thương mại TNG prospectus - final 20… · Web viewAgricultural production and services are stable. The export garment manufacturing industry