ANNUAL REPORT 2023: SRF

REPORT OF THE BOARD OF GENERAL DIRECTORS

The Board of General Directors of Searefico Corporation (“the Corporation”) presents its report and the Corporation’s Consolidated Financial Statements for the fiscal year ended as at 31 December 2023.

THE CORPORATION

Seaferico Corporation is a joint stock company which was established under Vietnam Law on Enterprise, operating activities under Business License No. 0301825452 issued by the Ho Chi Minh City Department of Investment and Planning for the first time on 18 September 1999, and the latest amendment was 22nd on 12 January 2024.

The Corporation’s shares are listed on the Ho Chi Minh City Stock Exchange (“HOSE”) with the stock trading code SRF under Listing License No. 117/QD-SGDHCM dated 29 September 2009 and the first trading date of the Corporation’s shares was 21 October 2009.

The Corporation’s head office is located at No. 253 Hoang Van Thu Street, Ward 02, Tan Binh District, Ho Chi Minh City.

BOARD OF MANAGEMENT

The members of The Board of Management during the fiscal year and to the reporting date are:

Mr. Le Tan Phuoc Chairman
Mr. Nguyen Huu Thinh Member
Mr. Ryota Fukuda Member
Mr. Le Quang Phuc Member
Mr. Yoshihiko Shiotsugu Member (Appointed on 31/03/2023)
Mr. Nishi Masayuki Member (Resigned on 31/03/2023)
Mr. Pham Kyle Anh Tuan Member (Resigned on 09/01/2024)
  • Mr.
    Le Tan Phuoc
    Chairman
  • Mr.
    Nguyen Huu Thinh
    Member
  • Mr.
    Ryota Fukuda
    Member
  • Mr.
    Le Quang Phuc
    Member
  • Mr.
    Yoshihiko Shiotsugu
    Member
    (Appointed on 31/03/2023)
  • Mr.
    Nishi Masayuki
    Member
    (Resigned on 31/03/2023)
  • Mr.
    Pham Kyle Anh Tuan
    Member
    (Resigned on 09/01/2024)
BOARDS/DEPARTMENTS UNDER THE BOARD OF MANAGEMENT

The members of the Audit Committee are:

Mr. Pham Kyle Anh Tuan Chairman (Resigned on 09/01/2024)
Mr. Nguyen Huu Thinh Member
  • Mr.
    Pham Kyle Anh Tuan
    Chairman
    (Resigned on 09/01/2024)
  • Mr.
    Nguyen Huu Thinh
    Member

The members of the Organizational innovation and Development Committee are:

Mr. Le Tan Phuoc Chairman
Mr. Le Quang Phuc Member (Appointed on 17/04/2023)
Mr. Nishi Masayuki Member (Resigned on 17/04/2023)
  • Mr.
    Le Tan Phuoc
    Chairman
  • Mr.
    Le Quang Phuc
    Member
    (Appointed on 17/04/2023)
  • Mr.
    Nishi Masayuki
    Member
    (Resigned on 17/04/2023)

The members of the Compensation and Organization Development Committee are:

Mr. Le Quang Phuc Chairman
Mr. Nguyen Huu Thinh Member
  • Mr.
    Le Quang Phuc
    Chairman
  • Mr.
    Nguyen Huu Thinh
    Member

Board of Internal Audit under the Board of Management

Mrs. Huynh Nhu Phuong Chief Supervisor (Resigned on 16/11/2023)
  • Mrs.
    Huynh Nhu Phuong
    Chief Supervisor
    (Resigned on 16/11/2023)
BOARD OF GENERAL DIRECTORS

The members of The Board of General Directors during the year and to the reporting date are:

Mr. Vu Xuan Thuc Chief Executive Officer
Mr. Tran Dinh Muoi Deputy General Director
Mr. Nguyen Kinh Luan Deputy General Director (Appointed on 29/09/2023)
(Resigned on 01/06/2024)
Mr. Dinh Ngoc Trien Chief Accountant
  • Mr.
    Vu Xuan Thuc
    Chief Executive Officer
  • Mr.
    Tran Dinh Muoi
    Deputy General Director
  • Mr.
    Nguyen Kinh Luan
    Deputy General Director
    (Appointed on 29/09/2023)
    (Resigned on 01/06/2024)
  • Mr.
    Dinh Ngoc Trien
    Chief Accountant
LEGAL REPRESENTATIVE

The Legal representative of the Corporation during the year and to the reporting date are:

Mr. Le Tan Phuoc Chairman
Mr. Vu Xuan Thuc Chief Executive Officer
  • Mr.
    Le Tan Phuoc
    Chairman
  • Mr.
    Vu Xuan Thuc
    Chief Executive Officer
AUDITORS

The auditors of the AASC Auditing Firm Company Limited have taken the audit of Consolidated Financial Statements for the Corporation.

STATEMENT OF THE BOARD OF GENERAL DIRECTORS’ RESPONSIBILITY IN RESPECT OF THE CONSOLIDATED FINANCIAL STATEMENTS

The Board of General Directors is responsible for the Consolidated Financial Statements which give a true and fair view of the financial position of the Corporation, its operating results and its cash flows for the year. In preparing those Consolidated Financial Statements, the Board of General Directors is required to:

  • Establish and maintain an internal control system which is determined necessary by the Board of General Directors and Board of Management to ensure the preparation and presentation of Consolidated Financial Statements do not contain any material misstatement caused by errors or frauds;
  • Select suitable accounting policies and then apply them consistently;
  • Make judgments and estimates that are reasonable and prudent;
  • State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Consolidated Financial Statements;
  • Prepare the Consolidated Financial Statements on the basis of compliance with Vietnamese Accounting Standards, Vietnamese Corporate Accounting System and the statutory requirements relevant to preparation and presentation of the Consolidated Financial Statements;
  • Prepare the Consolidated Financial Statements on the going concern basis unless it is inappropriate to presume that the Corporation will continue in business.

The Board of General Directors is responsible for ensuring that accounting records are kept to reflect the financial position of the Corporation, with reasonable accuracy at any time and to ensure that the Consolidated Financial Statements comply with the registered accounting system. It is responsible for safeguarding the assets of the Corporation and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Board of General Directors confirms that the Consolidated Financial Statements give a true and fair view of the financial position at 31 December 2023, its operation results and cash flows in the year 2023 of the Corporation in accordance with the Vietnamese Accounting Standards, Vietnamese Corporate Accounting System and the statutory requirements relevant to the preparation and presentation of Consolidated Financial Statements.

Other commitments

On 22/05/2024, the Board of General Directors issued Official Dispatch No. 030/CV/SRF/BTGD/24 explaining the situation of overcoming late submission of Financial Statements for the fiscal year ended as at 31/12/2023 has been audited of the Corporation. The Corporation’s Board of General Directors has committed to fully disclosing all information according to regulations before 05/06/2024.

Except from the above content, the Board of General Directors pledges that the Corporation complies with Decree No. 155/2020/ND-CP dated 31 December 2020 on detailing and guiding the implementation of a number of articles of the Law on Securities and the Corporation does not violate the obligations of information disclosure in accordance with the regulations of the Circular No. 96/2020/TT-BTC dated 16 November 2020 issued by the Ministry of Finance guiding the disclosure of information on Securities Market.

Ho Chi Minh City, 04 June 2024
On behalf of The Board of General Directors
Chief Executive Officer

Vu Xuan Thuc

INDEPENDENT AUDITORS’ REPORT

No. 040624.002/BCTC.HCM

TO: SHAREHOLDERS, THE BOARD OF MANAGEMENT AND THE BOARD OF GENERAL DIRECTORS SEAREFICO CORPORATION

We have audited the accompanying Consolidated Financial Statements of Searefico Corporation prepared on 03 June 2024, as set out on pages 124 to 129, including: Consolidated Statement of Financial position as at 31 December 2023, Consolidated Statement of Income, Consolidated Statement of Cash flows and Notes to the Consolidated Financial statements for the fiscal year then ended.

THE BOARD OF GENERAL DIRECTORS’ RESPONSIBILITY

The Board of General Directors responsible for the preparation and presentation of Consolidated Financial Statements that give a true and fair view in accordance with Vietnamese Accounting Standards, Vietnamese Corporate Accounting System and the statutory requirements relevant to preparation and presentation of Consolidated Financial Statements and for such internal control as management determines is necessary to enable the preparation and presentation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We conducted our audit in accordance with Vietnamese Standards on Auditing. Those standards require that we comply with standards and ethical requirements; plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and presentation of Consolidated Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of General Directors, as well as evaluating the overall presentation of the Consolidated Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

BASIS FOR QUALIFIED OPINION

As of the date of issuance of this audit report, we have not been able to collect sufficiently confirmation letters on receivable balances as at 31/12/2023 and as at 31/12/2022, as well as not being able to obtain sufficient and appropriate audit evidence to assess the recoverability of the receivables at the respective times with a total value of VND 114,246,541,992 and VND 130,499,402,491, respectively. Therefore, we cannot determine whether it is necessary to adjust the figures related to the provision for doubtful debts, as well as the impact of the above issue on other related items in the Corporation’s Consolidated Financial Statements for the fiscal year ended as at 31/12/2023. Details of balances of items are as follows:

Code 31/12/2023
VND
31/12/2022
VND
Short-term trade receivables 131 94,821,407,951 111,026,152,574
Short-term prepayments to suppliers 132 9,817,342,091 9,810,545,391
Other short-term receivables 136 9,607,791,950 9,662,704,526

In addition, as of the date of issuance of this audit report, we have not been able to collect sufficiently confirmation letters on the balance of payable balances as at 31/12/2023 and as at 31/12/2022 with a total value of VND 117,311,283,790 and VND 120,658,153,676, respectively. Therefore, we cannot determine whether it is necessary to adjust the impact of the above issue on the relevant items in the Corporation’s Consolidated Financial Statements for the fiscal year ended as at 31/12/2023. Details of balances of items are as follows:

Code 31/12/2023
VND
31/12/2022
VND
Short-term trade payables 311 101,017,042,766 98,997,315,758
Short-term prepayments from customers 312 7,794,600,089 10,480,605,174
Other short-term payables 319 8,499,640,935 11,180,232,744

Due to being appointed as auditor after the end of the fiscal year 2023, despite performing additional audit procedures, we were still unable to obtain sufficient and appropriate audit evidence to evaluate the validity of the audit. The complete and net realizable value of construction works in progress is presented in the item “Inventory” (Code 141) with the value as at 31/12/2023 and as at 31/12/2022 was VND 100,542,031,326 and VND 101,065,561,892, respectively. Therefore, we cannot determine whether it is necessary to adjust these figures and other related indicators in the Corporation’s Consolidated Financial Statements for the fiscal year ended as at 31/12/2023 or not.

Construction Joint Stock Company No. 01 (COFICO) is recording the joint venture fine as notified to the Corporation of the amount of VND 22,038,757,467 that the Corporation must pay including late fines and other costs related to the Gateway Thao Dien project, however the Corporation has not yet recorded it due to disagreement on the value. As of the date of issuance of this audit report, we have not been able to obtain sufficient and appropriate audit evidence regarding the uncertainty of the Corporation’s obligations to COFICO, and therefore cannot determine whether It is necessary to adjust these figures, as well as its impact on related items on the Corporation’s Consolidated Financial Statements for the fiscal year ended as at 31/12/2023.

QUALIFIED OPINION

In our opinion, except for the possible effects of the matter described in the “Basis for qualified opinion” paragraph, the Consolidated Financial Statements give a true and fair view, in all material respects, of the financial position of Searefico Corporation as at 31 December 2023, its operating results and its cash flows for the year then ended in accordance with the Vietnamese Accounting Standards, Vietnamese Corporate Accounting System and the statutory requirements relevant to the preparation and presentation of Financial Statements.

OTHER MATTER

The Consolidated Financial Statements of Searefico Corporation for the fiscal year ended as at 31 December 2023 were audited by another auditor and PwC (Vietnam) Limited. Auditor expressed an unqualified opinion on those statements on 15 March 2023.

AASC Auditing Firm Company Limited
Deputy General Director

Ngo Minh Quy
Certificate of registration for audit practising
No. 2434-2023-002-1

Ho Chi Minh City, 04 June 2024
Auditor

Dao Trung Thanh
Certificate of registration for audit practising
No. 4700-2024-002-1

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2023

Code ASSETS Note 31/12/2023
VND
01/01/2023
(Re-classified)
VND
100 A. CURRENT ASSETS 1,382,956,220,834 1,381,724,918,285
110 I. Cash and cash equivalents 03 253,943,689,842 238,793,514,210
111 1. Cash 93,743,150,225 77,806,479,608
112 2. Cash equivalents 160,200,539,617 160,987,034,602
120 II. Short-term financial investments 04 67,834,618,164 117,992,162,805
123 1. Held-to-maturity investments 67,834,618,164 117,992,162,805
130 III. Short-term receivables 787,181,290,793 726,681,910,174
131 1. Short-term trade receivables 05 714,327,053,128 646,969,825,711
132 2. Short-term prepayments to suppliers 06 60,669,420,696 52,038,328,293
135 3. Short-term loan receivable 166,666,664 -
136 4. Other short-term receivables 07 32,875,049,743 42,563,598,323
137 5. Provision for short-term doubtful debts (20,856,899,438) (14,889,842,153)
140 IV. Inventories 09 246,465,022,073 274,965,147,940
141 1. Inventories 248,613,341,895 278,025,157,540
149 2. Provision for devaluation of inventories (2,148,319,822) (3,060,009,600)
150 V. Other short-term assets 27,531,599,962 23,292,183,156
151 1. Short-term prepaid expenses 15 3,495,005,793 4,031,449,826
152 2. Deductible VAT 23,437,913,237 18,038,625,008
153 3. Taxes and other receivables from State budget 19 598,680,932 1,222,108,322
200 B. NON- CURRENT ASSETS 370,431,034,754 348,839,766,969
210 I. Long-term receivables 2,698,035,500 2,613,729,919
216 1. Other long-term receivables 07 2,698,035,500 2,613,729,919
220 II. Fixed assets 247,084,790,248 253,592,959,916
221 1. Tangible fixed assets 11 241,277,085,435 249,941,796,646
222 - Historical cost 366,533,863,761 378,478,094,034
223 - Accumulated depreciation (125,256,778,326) (128,536,297,388)
224 2. Finance lease fixed assets 12 962,033,332 1,030,750,000
225 - Historical cost 1,030,750,000 1,030,750,000
226 - Accumulated depreciation (68,716,668) -
227 3. Intangible fixed assets 13 4,845,671,481 2,620,413,270
228 - Historical cost 8,450,207,417 5,774,279,119
229 - Accumulated depreciation (3,604,535,936) (3,153,865,849)
230 III. Investment properties 14 5,913,999,000 6,199,011,000
231 - Historical cost 7,410,312,000 7,410,312,000
232 - Accumulated depreciation (1,496,313,000) (1,211,301,000)
240 IV. Long-term assets in progress 10 65,899,267,348 33,630,897,821
242 1. Construction in progress 65,899,267,348 33,630,897,821
250 V. Long-term financial investments 04 3,656,717,362 5,556,717,362
252 1. Investments in joint ventures and associates 2,100,000,000 2,100,000,000
253 2. Equity investments in other entities 3,456,717,362 3,456,717,362
254 3. Provision for devaluation of long-term investments (1,900,000,000) -
260 VI. Other long-term assets 45,178,225,296 47,246,450,951
261 1. Long-term prepaid expenses 15 29,972,770,502 32,693,859,713
262 2. Deferred income tax assets 36 15,205,454,794 14,552,591,238
270 TOTAL ASSETS 1,753,387,255,588 1,730,564,685,254
Code CAPITAL Note 31/12/2023
VND
01/01/2023
(Re-classified)
VND
300 C. LIABILITIES 1,320,905,700,735 1,301,575,884,207
310 I. Current liabilities 1,247,326,685,062 1,221,362,611,541
311 1. Short-term trade payables 17 454,164,560,266 381,177,211,923
312 2. Short-term prepayments from customers 18 90,932,512,029 207,837,260,842
313 3. Taxes and other payables to State budget 19 4,166,515,182 14,179,234,589
314 4. Payables to employees 6,404,477,444 8,743,231,640
315 5. Short-term accrued expenses 20 134,815,824,575 143,284,462,930
318 6. Short-term unearned revenue 22 412,500,000 247,500,000
319 7. Other short-term payables 21 75,198,365,177 23,317,044,624
320 8. Short-term borrowings and finance lease liabilities 16 473,664,335,784 434,826,585,553
321 9. Provisions for short-term payables 23 1,311,444,827 612,019,662
322 10. Bonus and welfare fund 6,256,149,778 7,138,059,778
330 II. Non-current liabilities 73,579,015,673 80,213,272,666
331 1. Long-term trade payables 17 238,200,000 635,200,000
337 2. Other long-term payables 21 919,750,000 1,160,000,000
338 3. Long-term borrowings and finance lease liabilities 16 70,544,253,923 76,305,660,916
342 4. Unearned revenues 23 1,876,811,750 2,112,411,750
400 D. OWNER’S EQUITY 432,481,554,853 428,988,801,047
410 I. Owner’s equity 24 432,481,554,853 428,988,801,047
411 1. Contributed capital 355,667,800,000 355,667,800,000
411a Ordinary shares with voting rights 355,667,800,000 355,667,800,000
412 2. Share premium 284,019,059 284,019,059
414 3. Other capital 8,514,811,246 4,415,811,246
415 4. Treasury shares (29,238,407,099) (29,238,407,099)
418 5. Development investment funds 8,308,963,938 8,308,963,938
421 6. Retained earnings 413,275,433 412,708,023
421a RE accumulated till the end of the previous year (2,573,321,800) 141,706,737,915
421b RE of the current year 2,986,597,233 (141,294,029,892)
429 7. Non – Controlling Interest 88,531,092,276 89,137,905,880
440 TOTAL CAPITAL 1,753,387,255,588 1,730,564,685,254

Ho Chi Minh City, 04 June 2024

Preparer

Nguyen Thanh Tam

Chief Accountant

Dinh Ngoc Trien

Chief Executive Officer

Vu Xuan Thuc

CONSOLIDATED STATEMENT OF INCOME

For the fiscal year ended as at 31/12/2023

Code ITEMS Note Year 2023
VND
Year 2022
(Re-classified)
VND
01 1. Revenue from sales of goods and rendering of services 26 1,643,645,360,726 1,186,120,853,680
02 2. Revenue deductions 27 132,002,000 512,431,710
10 3. Net revenue from sales of goods and rendering of services 1,643,513,358,726 1,185,608,421,970
11 4. Cost of goods sold and services rendered 28 1,534,757,426,244 1,204,372,883,631
20 5. Gross profit from sales of goods and rendering of services 108,755,932,482 (18,764,461,661)
21 6. Financial income 29 14,632,506,072 104,618,916,125
22 7. Financial expenses 30 54,575,959,163 48,794,021,825
23 In which: Interest expense 42,913,966,605 38,066,786,864
24 8. Share of joint ventures and associates’ profit or loss - -
25 9. Selling expenses 31 1,808,373,720 4,140,041,538
26 9. General administrative expenses 32 63,425,923,853 160,426,807,631
30 10. Net profits from operating activities 3,578,181,818 (127,506,416,530)
31 11. Other income 33 6,106,408,780 3,679,981,308
32 12. Other expenses 34 2,156,569,134 3,066,750,369
40 13. Other profit 3,949,839,646 613,230,939
50 14. Total net profit before tax 7,528,021,464 (126,893,185,591)
51 15. Current corporate income tax expense 35 4,550,867,320 14,264,767,864
52 16. Deferred corporate income tax expense 36 (784,646,707) 172,185,903
60 17. Profit after corporate income tax 3,761,800,851 (141,330,139,358)
61 18. Profit after tax attributable to owners of the parent 2,986,597,233 (141,294,029,892)
62 19. Profit after tax attributable to non-controlling interest 775,203,618 (36,109,466)
70 20. Basic earnings per share 37 79 (4,182)

Ho Chi Minh City, 04 June 2024

Preparer

Nguyen Thanh Tam

Chief Accountant

Dinh Ngoc Trien

Chief Executive Officer

Vu Xuan Thuc

CONSOLIDATED STATEMENT OF CASH FLOWS

For the fiscal year ended as at 31/12/2023 (Indirect method)

Code ITEMS Note Year 2023
VND
Year 2022
(Re-classified)
VND
I. CASH FLOWS FROM OPERATING ACTIVITIES
01 1. Profit before tax 7,528,021,464 (126,893,185,591)
2. Adjustments for
02 - Depreciation and amortization of fixed assets and investment properties 17,617,364,899 16,875,130,755
03 - Reversal of provisions/ Provisions 7,688,077,579 79,846,466,459
04 - Exchange gains / losses from retranslation of monetary items denominated in foreign 3,825,474,917 1,673,920,556
05 - Gains/losses from investment (13,731,865,743) (102,786,291,514)
06 - Interest expense 42,913,966,605 38,869,072,408
07 - Other adjustments (481,904,099) -
08 3. Operating profit before changes in working capital 65,359,135,622 (92,414,886,927)
09 - Increase or decrease in receivables (73,351,635,574) 4,226,602,282
10 - Increase or decrease in inventories 29,411,815,645 56,199,080,306
11 - Increase or decrease in payables (excluding interest payable/ corporate income tax payable) (7,679,865,214) 207,646,264,488
12 - Increase or decrease in prepaid expenses 3,697,729,544 (1,087,220,708)
14 - Interest paid (41,869,650,363) (39,242,862,844)
15 - Corporate income tax paid (14,649,206,034) (8,310,132,863)
17 - Other payments on operating activities (881,910,000) (9,819,160,881)
20 Net cash flows from operating activities (39,963,586,374) 117,197,682,853
II. CASH FLOWS FROM INVESTING ACTIVITIES
21 1. Purchase or construction of fixed assets and other long-term assets (43,360,589,095) (6,984,243,598)
22 2. Proceeds from disposals of fixed assets and other long-term assets - 191,850,000
23 3. Loans and purchase of debt instruments from other entities (121,201,655,359) (267,226,841,189)
24 4. Collection of loans and resale of debt instrument of other entities 171,192,533,336 259,593,878,384
26 5. Proceeds from equity investment in other entities - 247,985,199,980
27 6. Interest and dividend received 15,394,284,239 15,118,221,503
30 Net cash flows from investing activities 22,024,573,121 248,678,065,080
III. CASH FLOWS FROM FINANCING ACTIVITIES
33 1. Proceeds from borrowings 1,365,116,112,200 851,627,429,735
34 2. Repayment of principal (1,331,741,996,740) (1,039,129,674,867)
35 3. Repayment of financial principal (297,772,222) (82,460,000)
40 Net cash flows from financing activities 33,076,343,238 (187,584,705,132)
50 Net cash flows in the year 15,137,329,985 178,291,042,801
60 Cash and cash equivalents at the beginning of the year 238,793,514,210 60,499,313,356
61 Effect of exchange rate fluctuations 12,845,647 3,158,053
70 Cash and cash equivalents at the end of the year 03 253,943,689,842 238,793,514,210

Ho Chi Minh City, 04 June 2024

Preparer

Nguyen Thanh Tam

Chief Accountant

Dinh Ngoc Trien

Chief Executive Officer

Vu Xuan Thuc