INVESTMENT MEMORANDUM

Transcription

1 INVESTMENT MEMORANDUM For Sale Prepared Beach Villa & Resort Site (50 year lease) 71,600 sqm beachfront property, Ninh Chu Bay, Phan Rang, Ninh Thuan Province, Vietnam The Property at high tide

2 My Kim Phat JSC. 239/4 Nguyen Bieu P:2 Q:5 Ho Chi Minh City, Vietnam +84 (0) December 1, 2012 This Information Memorandum (the Memorandum ) is prepared to provide potential investors with background information in relation to an investment opportunity in My Kim Phat (MKP or The Company ) which has a 50 year lease for beach property in Ninh Hai, Vietnam. The Property is tentatively called Coral Beach Resort Before deciding to invest into The Company, potential investors should read the entire Memorandum and carefully consider prospects and risk factors associated with MKP as well as seek advice from their professional advisors. This Memorandum does not constitute an offer in any place in which, or to any person to whom, it would not be lawful under the current laws and regulations of Vietnam or any other jurisdiction to make such an offer. No person is authorised to give any information or to make any representation in connection with this Memorandum. Any information or representation in relation to the offer not contained in this Memorandum may not be relied on as having been authorised by The Company in connection with the offer. This Memorandum has been prepared based on information provided by the management of MKP and the preparation team has made all reasonable efforts to ensure the accuracy of the information contained in this Memorandum. However, neither the preparation team nor any of The Company s employees involved in the preparation of this Memorandum can be held responsible or liable whatsoever for any losses incurred by any person, corporate or individual who uses this information as a basis for investing in this project. Each potential investor is responsible for undertaking their own research to independently verify the information contained in this Memorandum prior to investing. The preparation team does not assume any responsibility for a decision to pursue (or not to pursue) any particular strategy or course of action. Ninh Chu Bay

3 SECTION PAGES Introduction 3-5 The Company 6-7 The Lease and IC 8 The Investment Opportunity 9 The Property Phan Rang, Ninh Thuan Vinh Hy Bay, Ninh Thuan 22 Ninh Thuan Province Business Model Possibilities 25 Risk Factors 26 Contact Information 27 SECTION PAGES Appendices A The Beach Highway B Distances 33 C Cam Ranh Airport 34 D Ninh Thuan Tourism Data 35 E Phan Rang Weather 36 F Ninh Chu Bay Resorts G The Adjacent land H Monitor Group Analysis Resort Feasibility Study 46-55

4 Introduction The Property Ninh Chu Bay, Phan Rang City, Ninh Thuan Province, Vietnam

5 Introduction Phan Rang, Ninh Thuan

6 Introduction My Kim Phat JSC is looking for an investor interested in leasing beach property in Vietnam to develop a resort and/or luxury 2 nd homes. The owners of My Kim Phat JSC will sell 100% of the company for the purpose of transferring a 50 year lease on the land. My Kim Phat has negotiated with the Ninh Thuan government for favorable lease terms and has cleared a 71,619 sqm piece of land of occupants. The company has applied for and received licenses so that development of a resort can commence immediately. Currently a seawall is being built on the land. The Company submitted plans that have been approved for a small resort with a bar/restaurant, spa, overwater bungalows, beach bungalows, and seven permanent residences on the land. Changes to the design and scope of the resort can be resubmitted to the local government and it is the opinion of The Company that these changes will be approved. The property is about the same size as the new Centura Grand Saint Simeon in Vung Tau which has 37 villas and 187 bungalows and rooms. The property is located in Ninh Thuan Province on Ninh Chu Bay, in the city of Phan Rang. The area has yearround warm temperatures, the least amount of rainfall in Vietnam, and some of the nicest beaches in the world. This particular piece of beach land has a protected, shallow, calm coastline with views of sunsets over the mountains and sunrises up from the ocean. The beach is set away from the other resorts in the area with no beach access except through the property. A significant amount of the land is waterfront. Ninh Thuan is a rapidly growing tourist destination. Located an hour s drive south of the Cam Ranh International Airport. A new beach highway will connect the airport with the land even faster. The new Aman Resort, Vinh Hy Bay is nearby. Direct flights from Russia have rapidly increased and over 550 Russians now stay in Ninh Chu Bay each month (average stay of over 10 days). In addition, Pegas Touristik has 6 buses a day needing a place to stop in Phan Rang.

7 The Company - My Kim Phat Jsc. Submitted and approved Site Plan (called Coral Beach Resort). The owners feel that this can be easily changed to increase the number of villas and rooms.

8 The Company - My Kim Phat JSC Established in 2007 with three shareholders. MGT Management Ltd., a British Virgin Islands company, owns 49% Ms. Thao Phuong Ho, a Vietnamese national, owns 45% of the company. Another Vietnamese national owns 6% No assets or liabilities other than the lease for the land (a single asset JSC). All owners are in agreement on the company strategy of selling 100% of the company. The General Director has complete support of other shareholders. The purpose of selling the company is to transfer the lease. The Company is open to any other means of transferring the lease for value. The owners of My Kim Phat would consider remaining involved as consultants or employees during a transition phase. Having Ms. Thao Phuong Ho as a liaison with the local governments would be extremely helpful to the new owner. Sunset from the Property

9 The Lease & Investment Certificate Lease 71,619 sqm of land in Ninh Chu Bay. 500 meters of beachfront. Another 200 meters of waterfront with view of the bay. 29,381 sqm water surface area. Land Use Certificate (Red Book). Opportunity to lease 12,500 sqm of adjacent land. 50 year lease beginning in May No lease rent for 11 years. The Land Lease tax after 11 yrs is estimated to be 54 million VND/yr ($2,700) Tax holiday and tax credits accumulated. Investment Certificate Total Investment capital VND 54 billion Developer s own capital VND 5.5 billion Completed Licenses & Permits Site clearance completed Site plan and 1/500 plan approved Fire Plan Ecological Survey Comments Based on conversations, it is the opinion of the management of My Kim Phat that the Ninh Thuan Government would be receptive to increasing the amount of investment as well as the usable land.

10 The Investment Opportunity A unique, 71,600 sqm piece of beach property with great year-round weather and amazing 360 degree views. Private usage rights for an addition, 29,000 sqm of water surface area. Because of the new seawall, much of this is buildable. An additional 12,500 square meters of land adjacent to the property is available. Ninh Thuan Province has Preferential Policies for Domestic and Foreign Investment ˡ Favorable lease terms including 11 years without lease payments from the date Lease contract signed 22/02/2011. Tax holiday and reduced tax rates. Clearance of residents has been completed. Licenses and permits are completed. Clearance costs for the additional land have been established. The site has electricity and access to water. The property will be near world class resorts and golf courses. The new four-lane beach highway that goes from the Cam Ranh Airport to Ca Na Beach will run in front of the property. The Cam Ranh International Airport is 60 km away; about an hour drive time. A 10 minute drive from Highway 1A. ˡ

11 The Property Phan Rang, Ninh Thuan Highway 1A New Bridge Road to Hwy 1A being widened Hwy 702 Being widened and extended to Cam Ranh Airport

12 The Property LOCATION The land is beside the new four-lane beach highway that will connect it to the Cam Ranh Airport, 60 km away. The Property is a few kilometers away from the rest of the resorts on the other side of the bay. A new bridge and road is nearly complete, connecting the land with Phan Rang city in under 5 minutes. Electricity and water are already available. Next to a traditional Vietnamese fishing village with great views of the fishing boats as they leave the harbor. BEACH The beach is protected so that waves are small and break off-shore. This makes it perfect for over-the-water bungalows. No erosion problems like in Nha Trang and Mui Ne/Phan Thiet. A seawall is being built to protect the villas and bungalows from extreme high tides and typhoons. The Property has beautiful, soft sand that is nice to walk on. There are no rock formations in the water. The beach is very flat and the water is very shallow for meters out. The view looking west from the bulkhead side of The Property. High tide.

13 The Property THE LAND Private beach with water usage rights. Shaped like a triangle, it has a beachfront of 500 meters and an additional 200 meters of spectacular bay view looking west. The view also includes the south central highlands in the background. It is bordered on one side by a long bulkhead that provides a water alley into the inlet. The other side of the beach is bordered by a sea wall that protects the road during high tides. It is a rare piece of beach land in Vietnam that has a view of the sun setting over the water and mountains. The Property is a small bay within the bay. The beach actually faces south making the water very calm and protecting it from most storms. The Property seen from the end of the bulkhead The Property in relation to Ninh Chu Bay

14 The Property The Company and Ninh Thuan Province are cooperating on building a seawall on the land. Although no erosion problems exist, the wall will prevent extreme high-tides from moving up the flat beach, so that buildings can be closer to the water. The Company determined where the wall will be as well as the height. It has agreed to contribute $50,000 to the construction costs, due once the wall is finished. The materials are at the site, and building is to commence in September. We estimate it lasting for four months. The seawall is built at the high tide level, making the usable land amount greater than the 71,600 sqm on the LURC. Most of the seawall will be below ground. Steps will be every 50 meters. (Left) Location of the seawall will be to the left of the path.

15 The Property Sunset at The Property. Children playing in the shallow, calm water.

16 Phan Rang, Ninh Thuan INTRODUCTION Phan Rang is the capital of Ninh Thuan Province. The urban population is above 200,000. There is high speed internet access, cable/satellite television, and reliable electricity along with professional metered taxi service from Mai Linh Taxi and Phan Rang Taxi. There is a Co- Op Mart and Lotteria in the city. The latitude is Other locations near this latitude include Martinque, St. Lucia, Barbados, and Grenada in the Caribbean. Costa Rica in Central America, Koh Samui and Cebu in Asia. WEATHER Has the most sunny days of any city in Vietnam and the least amount of rainfall (70.5 cm per year). It has 20% less rain than Nha Trang. Year-round warm temperatures. Average high in Dec/Jan is 27.2 C, average low in Dec/Jan is 21.8 C. (See Appendix E for more details). A cool, strong wind in the afternoon that is perfect for sports. Fewer typhoons and more protected than most resort locations in Vietnam The climate is the best in Vietnam for producing grapes used in wine making.

17 Phan Rang, Ninh Thuan Province LOCATION / GETTING THERE The nearest airport is Cam Ranh Airport, which is almost exactly in the middle of Phan Rang and Nha Trang. See Appendix C for more details. Currently, it is a one hour drive from the airport to the property, but a beach route is planned that will reduce the time. For comparison purposes, the Cam Ranh Airport is about a 45 minute drive from Nha Trang. See Appendix A for more details. Phan Rang is at the intersection of Highway 1A (North South) and Highway 27, which connects Dalat to the coast. The city lies in the center of the tourism triangle of Vietnam. Tourists traveling by bus must pass through the city on their way north from Ho Chi Minh City to Nha Trang, and from Dalat to Nha Trang. It is a 6 hour drive north from HCMC and a 2 hour drive south from Nha Trang. It is a 6 hour train ride from HCMC. Nearly all the north/south trains stop at Thap Cham Station, which is a 15km drive to the beach. Dalat Nha Trang Cam Ranh Phan Rang Phan Thiet Sunrise, Ninh Chu Bay

18 Phan Rang, Ninh Thuan NINH CHU BEACH Ninh Chu Beach is adjacent (7km) to the cities of Phan Rang and Thap Cham. Ninh Chu Beach is considered one of the nine most beautiful beaches in Vietnam. Unlike Nha Trang and Phan Thiet, the bay is not polluted. Gentle waves and no strong currents make it easy for swimming. The main beach is a 10 km crescent inside of Yen Ninh Road, a wide four lane road. Existing roads on the north side of the bay are being upgraded and a new bridge will make travel along the bay faster. The bay has been filled with resorts and planned resorts, most of which are owned by Vietnamese companies (see Appendix F for more details).

19 Phan Rang, Ninh Thuan NINH CHU BEACH (cont.) Prior to 1974, the beach was reserved for the exclusive use of the President of South Vietnam causing Ninh Chu to be behind other less desirable locations for tourism development. The Bay was used by the United States military during the war as a supply depot and an air base because of the natural protection from typhoons. Ninh Chu Beach (Den Gion Resort) Ninh Chu Bay from the top of Saigon Tourist-Ninh Chu

20 Phan Rang, Ninh Thuan ATTRACTIONS AND ACTIVITIES The chance to experience Vietnamese culture will be an attraction for western tourists. Phan Rang still has farmers leading wagons pulled by oxen and fisherman going out each night and selling their catch on the beach. Pagodas, temples, and Catholic statues have been built into the rock formations which provide a unique and stunning background right behind the beautiful beaches. Temples and statues among the rocks

21 Phan Rang, Ninh Thuan Province ATTRACTIONS AND ACTIVITIES (cont.) Phan Rang is the historical center of the Cham Nation. The most popular attractions in the area are the 13th century Cham Temples Po Klaung Garai, and the Hao Lai Towers. Tourists can take boats or drive to Vinh Hy Bay and explore the culture of the Raglai people. Consistent afternoon winds are great for kite and wind surfing. The bay has very unique rock features, some of which are perfect for rock climbing, hiking and mountain biking. Po Klaung Garai Coral reefs nearby provide excellent scuba diving sites. There will be golf courses built that are within a 20 minute drive. Fishing in Ninh Chu Bay

22 Phan Rang, Ninh Thuan Province FUTURE DEVELOPMENT Thanh Dong Investment Company has begun work on an urban city project that will require an estimated investment capital of $500 million USD. ˡ It is located on 60 hectares of land that is near the coast and about 5 km from The Property. Phase I will be completed in 2014 and the entire city is to be completed by Golden Lotus Urban Development Jsc and Ninh Thuan Housing Development and Trading Jsc. received an investment license in November of 2011 to develop 25 hectares in Ninh Hai District. This will be located 3 km from The Property.² Man-made lake The new War Memorial Museum Thanh Dong Investment Urban Plan ˡ ² ²

23 Vinh Hy Bay, Ninh Thuan Province Just 30 km up the coast from the land is Vinh Hy Bay and Nui Chua National Forest. The area was previously inaccessible causing it to be completely undeveloped. Now several of the world s top hotel developers are investing in the province. The first of these world-class resorts to open is the Aman Vinh Hy Bay Resort (1 st quarter 2013). The Intercontinental Resort Group will open a resort as part of the Binh Tien Resort Project also in A Memorandum of Understanding with Silverfin Development to build a Ritz-Carlton style resort in the newly accessible areaˡ was recently signed. It appears the new resort will be a little north of Vinh Hy Bay. Widened Road New Road Above: Map on northern Ninh Thuan Far Left: Vinh Hy Bay Left: Michael Ryan of Silverfin Development on his trip to Ninh Thuan Province. ˡ

24 Ninh Thuan Province, Vietnam INTRODUCTION Strategically located along all the tourism routes from HCMC, between Khanh Hoa, Binh Thuan, and Lam Dong Provinces. Population of the province is 614,000 with 34.2% of the total being urban. There are close to 380,000 people of labor age. Various professional and vocational schools, such as a teacher s college, are nearby.ˡ The Provincial Government hired The Monitor Group consultants in an effort to prioritize efforts to develop the province (see Appendix H). The focus will be on high-end tourism projects and renewable energy. GOVERNMENT Preferential policies for domestic and foreign investment within Ninh Thuan Province A government that is very friendly to the tourism industry and has planned for it. Beach and water use rights reside with the resort owners. The provinces infrastructure such as roads, hospitals, and universities are all being upgrade to provide better support for the tourism industry. April 16 Park ˡ Monastery complex near The Property

25 Ninh Thuan, Vietnam INFRASTRUCTURE AND DEVELOPMENT The Ninh Thuan Government is constructing a 116 km beach highway that will be an alternative route to Highway 1A. It will be completed in It will run from Cam Ranh to Ca Na, linking the beach areas of Binh Tien, Vinh Hy Bay, Ninh Chu Bay, Mui Dinh and Ca Na with the Cam Ranh International Airport. The beach route will consist of new four lane roads that connect with upgraded existing roads. This new beach highway will pass in front of The Property. See Appendix A for more details. PUBLIC HEALTH An international quality hospital has been included in the new urban city. There is an 800-bed polyclinic, one regional hospital with modern facilities, and specialized medical centers. A new, modern 500-bed polyclinic for satisfying the population's demand for medical examinations and treatments recently opened 5km from the land. ENERGY Ninh Thuan is preparing to be the alternative energy provider for all of Vietnam. Thirteen wind-power projects including a $500 million wind farm are planned. Some are already in operation. ˡ Two power plants are also scheduled to be operational by 2030.² Road Construction between Vinh Hy Bay and Cam Ranh (Oct, 2012) New coastal highway to Cam Ranh Airport. (Oct, 2012) ˡ ²

26 Business Model Possibilities Exclusive, High-end Resort targeting foreign visitors, especially Russian tourists. ˡ Unique, over-the-water bungalows with beautiful views of sunset and sunrise. Watch the local fishermen go out to sea. Great weather Off the beaten path. Allows cultural exploration of a less-known Vietnamese community. Swimming pool F&B outlets using local seafood and produce. High-End Resort combined with several vacation homes In the original plans submitted to the government. Sell several permanent homes and charge management and facility fees. Combine with high-end resort and resort facilities A lot of outdoor activities along with nearby golf courses for permanent residents. Solves cash flow problems by pre-selling up to 70% of the price (after the foundation has been built) Resort targeting Vietnamese and Tours Strategic location in the center of Dalat, HCMC, and Nha Trang. Proven business model in the area. Great synergy for companies with hotels in other areas. Close to Vinh Hy Bay and other new large resorts in the area. ˡ

27 Risk Factors Currently in Vietnam, provincial governments are concerned about limiting land that is being underutilized while developers delay development due to under-financing. There have been delays on The Property due to land clearance issues (the Ninh Hai government has admitted the delays were caused by them). The Company feels that the improvements to the land after the lease was signed will allow The Company to keep the Investment License without any problems. However, any long delays before construction begins may cause the Ninh Thuan People s Committee to ask for a deposit. There are four huge projects in various stages of development within a 40 km radius of The Property. It is unclear how these projects will affect the area s tourism business. While The Property is very protected, the natural disaster caveats for any beach land, apply. My Kim Phat JSC has submitted a site plan that was approved. There may be some risk that a revised site plan may not be approved. The risk increases the more the new plan deviates from the approved plan. However, it is the opinion of My Kim Phat that an increase in investment will be welcomed. However, the resort still needs to be eco-friendly. The Beach (before seawall construction)

28 Contact Information This Memorandum is provided to intended recipients only. No person is authorised to copy or disclose the contents of this document to any third party without prior written permission from My Kim Phat (JSC). All questions and queries regarding the Memorandum or the Group should be directed to the following: Mark Gwyther - General Director MGT Management mark@mgtmanagement.com For Additional pictures, please see our facebook page Ninh Chu Bay Resort MGT Management Consulting Ltd. Quantify Your Strategy

29 Appendix A The Beach Highway Highway construction above Vinh Hy Bay Binh Tien to Vinh Hy Bay Ninh Thuan Province is nearly finished with an extensive highway system designed to make its beautiful beaches more accessible. The province s primary focus has been developing and widening a beach highway that will be an alternative to Highway 1A, for tourism traffic along southern Khanh Hoa and Ninh Thuan. The beach route runs from the Cam Ranh Airport to Ca Na., in southern Ninh Thuan Province and it will be a four lane highway. It s expected to be completed early New road above Vinh Hy Bay

30 Appendix A The Beach Highway Vinh Hy Bay to Ninh Chu (Hwy 702) In addition to the new highway from Cam Ranh to Vinh Hy Bay, work is being done to widen Highway 702 from Vinh Hy Bay to the existing 4-lane road running along Ninh Chu Bay. This is the highway passing directly in front of the property. Assuming that traffic will lighter than Highway 1A, travel time from the airport to the Property should be under one hour. The Property The road directly in front of the Property, being widened into a 4-land highway. (Aug, 2011) The new seawall and widened road near Ninh Chu Bay.

31 Appendix A The Beach Highway The Property to Phan Rang (Hwy 702 connecting to Hwy 704) Rather than widening the road and the bridge connecting the north and south of Ninh Chu Bay, the Ninh Thuan government has begun work on a new bridge. This will significantly shorten and improve the drive from the established resorts and the Property. Currently it takes about 20 minutes (because of the quality of road) from Den Gion Resort to The Property. The new road and bridge will shorten that to about 5 minutes. Not only will the drive be shortened, The Property will no longer seem isolated and far away from the rest of the bay. Instead, it will be in the prime position of being a private beach that is closest to the airport, but also part of a larger resort area. Old Bridge Saigon Tourist- Ninh Chu Hotel New Bridge New Bridge The Property

32 Appendix A The Beach Highway There will be two wide, 6-lane roads that connect the bay to Highway 1A. The first is 16 Thang 4 Road, which was finished many years ago. The 2 nd route will be a new road to the north, which will also be 6-lanes. It will shorten the existing time to the airport and to Nha Trang. Along the bay, a nice 4-lane road runs behind all the resorts called Yen Ninh Road. Train Station Hwy 1A New Road 16 Thang 4 Road. New Road 16 Thang 4 Road Yen Ninh Road.

33 Appendix A The Beach Highway The beach highway leading from Ninh Chu Bay south to Mui Dinh is progressing rapidly. Most the route has been widened already and it is nearly ready for paving. A new bridge on the south end of the bay will reduce the trip time from Ninh Chu to Mui Dinh by half. Highway construction near Mui Dinh (Sept, 2011)

34 Appendix B - Distances Property to Vinh Hy Bay = 25km Property to Binh Tien Resort = 40km Property to Mui Dinh = 25km Property to Cam Ranh Airport = 60km (via Highway 1) Property to Cam Ranh Airport = 73km (via beach route) Property to Thap Cham Train Station = 15km Phan Rang to Nha Trang = 80km Phan Rang to HCMC = 350km Phan Rang to Dalat = 80km Phan Rang to Cam Ranh Airport = 61km Po Klaung Garai Towers, Phan Rang, Ninh Thuan

35 Appendix C Cam Ranh International Airport The Cam Ranh International Airport was recently expanded in 2009 to a 2-story, 200 billion VND terminal with two airbridges to improve its passenger capacity to 800 passengers at peak hours. There are new development plans that will enable the airport to receive Airbus A320s, A321s, and A s, along with Boeing 767, 777, and 747 on its two runways by Another runway is also planned that will allow 5.5 million passengers and 100,000 tons of cargo by The plan is for the airport to handle 8 million passengers by The current capacity of scheduled flights to the airport (the 4 th biggest in Vietnam) left 191,000 international travelers short on capacity, and they had to arrive in the south central provinces via chartered flights, bus/car, and trains, in only the first half of The Khanh Hoa Department of Culture, Sport, and Tourism estimate that the total number of passengers arriving at the Cam Ranh Airport in 2011 will be 450,000.ˡ Direct flights from Eastern Russia began arriving in Cam Ranh Airport in October, Since that time, the number of flights has increased from 4 per week to up to 4 per day. In 2012, direct flights from Moscow began arriving in Cam Ranh. Now, over 200 Russians arrive per day during high season, staying on average 12 days. Many stay in Nha Trang while a quarter are expected to be bussed to Phan Thiet. However, 550 stayed in Ninh Chu Bay (average 10 days each) in November We expect more of these tourists will stay in Ninh Chu Bay since the weather is better and it is closer than Phan Thiet. Direct flights from South Korea began arriving in summer Cam Ranh International Airport ˡ ²

36 Appendix D Ninh Thuan Tourism Data Year Number % increase Number % increase Number % increase Number % increase Number % increase Number % increase Foreign Visitors 11,722 11, % 12, % 12, % 12, % 14, % Vietnamese Visitors 70,759 87, % 111, % 137, % 173, % 208, % Total Visitors 82,481 98, % 123, % 149, % 185, % 222, % % Foreigners 14.2% 12.0% 9.7% 8.1% 6.6% 6.3% Year Number % increase Number % increase Number % increase Number % increase Number % increase Foreign Visitors 23, % 33, % 42, % 51, % 61, % Vietnamese Visitors 288, % 337, % 401, % 481, % 638, % Total Visitors 312, % 370, % 444, % 532, % 700, % % Foreigners 7.6% 8.9% 9.7% 9.7% 8.8% Year Amount % increase Amount % increase Amount % increase Amount % increase Amount % increase Amount % increase Room Revenue 3,851 4, % 6, % 7, % 8, % 9, % Tourism Service 24,914 38, % 33, % 42, % 49, % 68, % Other 39,684 33, % 35, % 40, % 43, % 53, % Total 68,449 75, % 75, % 90, % 101, % 132, % Year Amount % increase Amount % increase Amount % increase Amount % increase Amount % increase Room Revenue 11, % 17, % 22, % 26, % 28, % Tourism Service 73, % 80, % 90, % 117, % 139, % Other 70, % 87, % 108, % 122, % 164, % Total 154, % 185, % 222, % 266, % 333, % Data provided by the Ninh Thuan Government tourism department. They are most likely estimates.

37 Appendix E - Weather Temperature Average (F) Average (C) Average Rainfall (mm) Month max min max min Daily Monthly January February March April May June July August September October November December

38 Appendix F - Ninh Chu Bay Resorts Current Resorts/Hotels: Ninh Chu s beaches are considered part of the land usage of the resorts that are leasing the land in front of the beach. In addition to the resorts listed, there are many public beaches for those tourists who stay in the hotels not on the beach (mini-hotels) and the locals. Since there are far more tourists staying at the mini-hotels, it creates high density areas for the public and low density usage for the tourists staying in the resorts. This will change with the addition of a huge public beach area/park in the center of the bay. Currently, most tourists are Vietnamese traveling in groups, or families coming from Dalat. There are an increasing amount of Western tourists arriving in the area. Based on personal experience, the number of arrivals of both Vietnamese and overseas tourists in the area has increased dramatically over the last two years (see Appendix D for tourism data estimates). Den Gion Resort - A 7 hectare resort with 96 rooms in the center of the bay. The resort started as a 3-star resort with a tent area on the side, all owned by a local. Three years ago, Tin Nghia JSC invested $10 million USD in the company and changed the tent area into a very well designed 4-star resort with an infinity swimming pool. Another phase with 100 new rooms and 3 more hectares has been started and scheduled to be completed in d8d58708bb3bec28378 Top: Local beach. Below: The edge of a local beach and Den Gion Resort

39 Appendix F - Ninh Chu Bay Resorts Saigon Tourist-Ninh Chu Star hotel/resort with swimming pool 102 guest rooms, 10 bungalows, 8 family rooms One of the first major providers of accommodations in the area and still the largest building in the area. Opened in 2007 with an estimated investment of $10 million USD. Long Thuan Resort - Located on the south side of the bay, Long Thuan is an 8 hectare resort with 24 sea-view bungalows, 36 deluxe rooms, and 128 standard rooms. The hotel, owned by Long Thuan Trading and Construction Company, is poorly designed (unless they were trying to breed mosquitoes) and caters to large groups of Vietnamese. They may be building more rooms on the property next to it. Opened in Hoan Cau Resort - Designed and built as an amusement park, it is described by Lonely Planet, as where Disneyland meets Vietnamese folklore. Hilarious plaster statues adorn the grounds and rooms are shaped like tree stumps. A brief visit is more enjoyable than actually staying here. * It was the first resort (2-Star) built in the area, opening in Based on it s prime location, and the disarray of the grounds, we assume that they are in negotiations with a larger company regarding capitalization and transitioning the resort to a more modern facility. The size is 8.2 hectares and there are currently 115 rooms and 38 family trees. *

40 Appendix F - Ninh Chu Bay Resorts Con Ga Vang Resort - A 3-Star resort with 32 bungalows and rooms. Located in the center of the bay, it has a private beach and swimming pool. Opened in Thai Binh Resort Another 3-star resort with 41 bungalows that just recently opened. Targets Vietnamese tour groups. Aniise Villa Resort- Opened in May, 2011, the new 4-star resort is situated on 2 hectares of land in the center of the bay. There are 8 villas and 32 standard rooms with a banquet hall that accommodates 250 guests.

41 Appendix F - Ninh Chu Bay Resorts Binh Son Beach Resort Project - Thanh Dong Real Estate Investment JSC broke ground in September, 2010, on a $25 million project that is part public works, part resort. Located at the intersection of the road connecting Phan Rang and the main beach route, the project will be a place of entertainment, relaxation, festivals, community activities for people in the province. The project will contribute to improving ecological sea environment, creates a new look for the Phan Rang-Thap Cham city. 1 In addition to the public aspect, it will also include resorts and condominiums. It will most likely be the center of activities for the local population and for the people who are staying at hotels and mini-hotels not on the beach, alleviating much of the overcrowding of the other, smaller public areas that tend to spill over into the private resort beaches. Land clearance has been completed and the area has been flattened. It is scheduled to open in A 2,000 seat open air theatre will host the 2012 Miss Vietnam beauty contest in August of 2012 and the Miss Earth Beauty pageant in December Binh Son Beach Resort Site Plan Coral Theatre design. A 2,000 seat open air theatre. 1.

42 Appendix G - The Adjacent Land 12,500 sqm of land currently leased by shrimp farmers.

43 Appendix G The Adjacent Land

44 Appendix H Monitor Group Analysis In 2009, the Ninh Thuan Provincial Government hired one of the world s leading consulting companies, the Monitor Group ( becoming the first provincial government to hire a foreign consultant to develop an economic growth strategy. The Province s goal is to build a clean and green economy model. ˡ Tourism, a smokeless industry, will be promoted with better beach routes along the 105 km of coastal land. When discussing the potential of the area, the Chairman of Ninh Thuan s People Committee said that, Ninh Thuan planned to become a high quality tourism center, good living conditions and attractive investment environment to year 2020 and To obtain this goal, Ninh Thuan would make its own way different from that of neighboring provinces. Specifically, the province would develop high quality resorts as same as those of South Europe and Australia. The province would focus on constructing coastal traffic routes, call for investment in world class tourism centers. ² ˡ ²

45 Appendix H Monitor Group Analysis 247/L/en-us/Default.aspx

46 Thank you

47 RESORT FEASIBILITY STUDY Financial Analysis and Valuation Coral Beach Resort Located in Ninh Chu Scenario 5-Star Resort with Villas for Sale Prepared by: MGT Management Ltd.

48 5-STAR RESORT/VILLA SCENARIO

49 Scenario Summary Internal Rate of Return (IRR) = 29.4% Payback of Equity Investment = Year 2 Payback of Equity + Debt = Year 7 Assumptions: Equity: $8,000,000 Debt: $6,000,000 Purchase of Lease: $ 3,580,000 ($50/sqm ) Cost to Build: $10, 170,000 # Villas for Sale: 20 Sale Price of Villa: $450,000 $1,000/sqm) Villas Size: 600 sqm. Footprint of Villa is 225sqm Year Sold: 2 Total Villa Sales: $9,000,000 Resort Keys: 70 RevPar Year 2 /5/10: $54.96 / $69.21 / $87.78 Gross Margin %: 83% Opex / Revenue %: 40% Net Income % yr 2/5/10: 6% / 17% / 21% Comparables Resort Location SQM # Villas # Rooms/ Bungalows Coral Beach Ninh Chu 71, Mercure Son Tra Danang 57, Centura Grand Saint Simeon Casablanca Villas Victoria Phan Thiet Resort Vung Tau 75, Vinh Phuoc 86, Phan Thiet 70, Location Sale Price per sqm Coral Beach Ninh Chu $1,000 Nam Hai Beach Villa Danang $5,540 6 th Sense Beach Villa Con Dau $5,100 Hyatt Beach Villa Danang $4,900 The sale price is very conservative. Most 2 floor beach Villas sold in Vietnam sell for between $750,000 and $1,500,000

50 Build-Out Assumptions Description: A five star resort with 20 Villas for sale. The resort includes 25 over-the-water bungalows, 20 deluxe bungalows on the beach, and 25 regular rooms in a one story building. Public area includes a 300 sqm dining room, 300 sqm inside bar, 150 sqm gym, 200 sqm reception area, 200 sqm spa, 28 sqm gift shop along with storage, offices, laundry kitchen, etc. Outside area includes a 250 sqm pool, pool bar, decks and and decks to the over-the-water bungalows. The Villas will be two-story with a footprint of 225 sqm and a yard/private pool of 600 sqm. Villa owners will pay a $200 monthly management fee (increasing 2%/yr). Total Build Costˡ - $10,170,00 For Sale # Villas for Sale 20 Cost $198,500 each (yr 0) Sale price - $450,000 each (yr 2) Resort # Over-the-Water Bungalows 25 Cost - $92,000 each # Deluxe Bungalows 20 Cost - $75,000 each # Regular Rooms 25 Cost - $34,000 Public Space Cost of buildings - $1,300,200 Cost of landscaping - $250,500 Ave. Depreciation 9.5 yrs (4% AIR) ˡ Includes Construction, P&E, and FF&E but does not include Lease

51 Revenue Assumptions Revenue Accomodation $ 1,359,169 $ 1,805,500 $ 1,975,930 $ 2,118,866 $ 2,273,683 $ 2,389,655 $ 1,359,169 $ 1,805,500 $ 1,975,930 $ 2,118,866 $ 2,273,683 F&B - Food $ 459,057 $ 971,088 $ 1,020,583 $ 1,065,052 $ 1,110,100 $ 1,146,209 $ 459,057 $ 971,088 $ 1,020,583 $ 1,065,052 $ 1,110,100 F&B - Drinks $ 390,313 $ 851,291 $ 894,289 $ 932,213 $ 970,981 $ 1,001,566 $ 390,313 $ 851,291 $ 894,289 $ 932,213 $ 970,981 Other Accomodation $ 27,183 $ 36,110 $ 39,519 $ 42,377 $ 45,474 $ 47,793 $ 27,183 $ 36,110 $ 39,519 $ 42,377 $ 45,474 Pool Usage $ - $ 5,845 $ 6,260 $ 6,705 $ 7,181 $ 7,691 $ - $ 5,845 $ 6,260 $ 6,705 $ 7,181 Spa $ 32,600 $ 69,013 $ 71,395 $ 73,351 $ 75,274 $ 76,513 $ 32,600 $ 69,013 $ 71,395 $ 73,351 $ 75,274 Merchandise $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Management Fees $ - $ 49,939 $ 50,938 $ 51,957 $ 52,996 $ 54,056 $ - $ 49,939 $ 50,938 $ 51,957 $ 52,996 Lease $ 1,010 $ 1,020 $ 1,030 $ 1,041 $ 1,051 $ 1,062 $ 1,010 $ 1,020 $ 1,030 $ 1,041 $ 1,051 Total Revenue $ 2,269,331 $ 3,789,806 $ 4,059,944 $ 4,291,562 $ 4,536,740 $ 4,724,544 $ 2,269,331 $ 3,789,806 $ 4,059,944 $ 4,291,562 $ 4,536, RevPar $ $ $ $ $ $ $ $ $ $ $ RevPar Growth 32.8% 9.4% 7.2% 7.3% 5.1% 4.5% 5.2% 4.4% 5.1% 3.0% Average Room Rate $ $ $ $ $ $ $ $ $ $ $ Occupancy Rate 0.0% 41.8% 52.1% 55.2% 57.9% 60.4% 62.1% 63.4% 65.4% 66.6% 68.6% Assumptions: Occupancy rates remain constant and 3% annual increase in room rates from 2022 to end of lease Villa management fee revenue of $200/mo with a 2% annual increase Gift shop leased at $1,000/year with 1% annual increase. Food & Beverage prices increase 1.5% per year. 10% of guests using spa with average invoice of $15 and 2% annual increase in price. Comparable Resort Vinpearl Luxury Nha Trang Victoria Phan Thiet Sailing Club Mui Ne (Mia) Type Pool Villa Beach Front Villa Beach Front Bungalow Beach Front Bungalow Price/ night $350 $500 $210 $170

52 Revenue Assumptions Year Occupancy Rates Over the Water Bungalows 0% 50% 70% 75% 77% 80% 80% 80% 80% 80% 80% 80% Deluxe Bungalow 0% 40% 45% 47% 50% 52% 55% 57% 60% 62% 65% 65% Regular Rooms 0% 35% 40% 42% 45% 48% 50% 52% 55% 57% 60% 60% Occupancy Rates remain constant from yr 11 to yr 50 Tourism Data: International tourists arriving in Vietnam have increased over the last two years. International tourists in Ninh Thuan Province have increased over the last four years at an even faster rate. International Arrivals for the purpose of tourismˡ Time Period # Tourists to Vietnam Year over year growth # International Tourists to Ninh Thuan Period over period growth Jan-Jul ,053, % April , % 5,000 20% ,110, % 61,776 20% ,226, % 51,480 20% ,631,943 1% 42,900 30% ˡ

53 Cost of Sales Assumptions Cost of Sales Accomodation $ 59,956 $ 80,914 $ 88,694 $ 94,825 $ 101,667 $ 106,429 $ 110,879 $ 116,148 $ 120,967 $ 126,657 $ 130,456 F&B - Food $ 196,426 $ 426,031 $ 447,586 $ 466,664 $ 486,110 $ 501,457 $ 515,030 $ 531,831 $ 546,069 $ 563,638 $ 572,465 F&B - Drinks $ 110,424 $ 242,150 $ 254,362 $ 265,098 $ 276,086 $ 284,723 $ 292,395 $ 301,839 $ 309,897 $ 319,786 $ 324,918 Other Accomodation $ 12,233 $ 16,249 $ 17,783 $ 19,070 $ 20,463 $ 21,507 $ 22,472 $ 23,640 $ 24,688 $ 25,953 $ 26,731 Pool Usage $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Spa $ 3,912 $ 8,282 $ 8,567 $ 8,802 $ 9,033 $ 9,182 $ 9,290 $ 9,453 $ 9,561 $ 9,724 $ 9,724 Merchandise $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Repairs-Villas $ - $ 20,808 $ 21,224 $ 21,649 $ 22,082 $ 22,523 $ 22,974 $ 23,433 $ 23,902 $ 24,380 $ 24,867 Lease $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Total COS $ 382,950 $ 794,434 $ 838,216 $ 876,108 $ 915,441 $ 945,820 $ 973,040 $ 1,006,344 $ 1,035,084 $ 1,070,136 $ 1,089,162 Gross Profit $ 1,886,382 $ 2,995,372 $ 3,221,727 $ 3,415,454 $ 3,621,299 $ 3,778,724 $ 3,922,474 $ 4,097,703 $ 4,252,494 $ 4,440,482 $ 4,550,332 Gross Profit % 83.1% 79.0% 79.4% 79.6% 79.8% 80.0% 80.1% 80.3% 80.4% 80.6% 80.7% Assumptions: Food Cost of Sales 32% Beverage Cost of Sales 26% Free breakfast for most guests Spa Cost of Sales 12% Villa Annual Repairs are $1,000/yr or 42% of Management Fees. They increase at 2% per year along with management fees. Comps Coral Beach (2016) FCC Angkor ˡ 2008 FCC Angkor 2009 FCC Angkor 2010 Total COS % 21.0% 19.5% 18.9% 18.8% F&B COS % 36.6% 28.8% 30.0% 29.9% Spa COS % 12.0% 22.0% 12.0% 12.0% ˡFCC Angkor is a 5-Star resort located in Siem Reap that is comparable in size.

54 Operating Expense Assumptions Operating Expenses Personnel Expenses $ 363,402 $ 632,847 $ 681,788 $ 730,349 $ 781,768 $ 830,381 $ 878,795 $934,479 $988,920 $1,051,411 $1,102,396 Spoilage & Consumable $ 104,107 $ 166,701 $ 179,152 $ 189,787 $ 201,083 $ 209,696 $ 217,549 $227,126 $235,572 $245,833 $251,795 Utililities $ 190,525 $ 312,474 $ 335,148 $ 354,573 $ 375,149 $ 390,892 $ 405,222 $422,708 $438,095 $456,803 $467,596 Commissions & Fees $ 66,396 $ 94,385 $ 102,314 $ 109,020 $ 116,227 $ 121,678 $ 126,697 $132,779 $138,208 $144,764 $148,739 Rent $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - All Other $ 256,517 $ 275,597 $ 286,084 $ 296,181 $ 306,734 $ 316,652 $ 326,588 $337,269 $347,877 $359,277 $369,693 Total OpEX $ 980,947 $ 1,482,004 $ 1,584,486 $ 1,679,910 $ 1,780,960 $ 1,869,299 $ 1,954,851 $ 2,054,360 $ 2,148,672 $ 2,258,087 $ 2,340,218 Opex / rev 43% 39% 39% 39% 39% 40% 40% 40% 41% 41% 41% EBITDA $ 905,434 $ 1,513,368 $ 1,637,242 $ 1,735,544 $ 1,840,339 $ 1,909,425 $ 1,967,623 $ 2,043,342 $ 2,103,822 $ 2,182,395 $ 2,210,113 Assumptions: Salaries increase 5% per year. The quantity of staff increases as a function of the number of guests. Average benefits are 20% of salaries. Spoilage, Consumables, Commissions, Utilities and Laundry increase as a function of revenue. Other operating costs increase on average of 3.5% per year.

55 Sensitivity Analysis The most important assumption in our financial model is the sale price of the villas. We used the most conservative price of $1,000/sqm which is very low for beach front villas with 600sqm of land, a beautiful view, and great year-round weather. If the sale of the villas are more in-line with other residential/resort developments, the IRR of rapidly increases. If villas are sold for $1,750/sqm, their return will pay for the entire development cost of the resort. Villa Sale Price / sqm Total Villa Price Total Amount IRR $1,000 $450,000 $9,000, % $1,250 $562,500 $11,250, % $1,500 $675,000 $13,500, % $1,750 $787,500 $15,750, % $2,000 $900,000 $18,000, %

56 Scenario Summary The Resort/Villa combination has numerous advantages and its current popularity in Vietnam has proven the model to be successful. ˡ The business model s greatest advantage is being able to collect deposits and payments from home buyers immediately, recovering much of the cost of building the resort. Beach Villas have become popular investments for Vietnamese looking for alternatives to city real estate, gold, and stocks.² The valuation of the land is quite sensitive to how long it takes to sell the villas and the price. The valuation provided is conservative with a 2 year sales period. Vietnamese law allows for deposits and initial payments once the foundation has been constructed. Also, the sale price of the Villas in the model is $450,000 each which is very conservative considering most 2 nd home beach Villas in Vietnam sell for more than a million USD. Currently there are no other resorts in Ninh Chu that have the accommodations that foreigners are accustomed. With foreign tourism increasing 20% per year and charter flights from Russia arriving direct to Cam Ranh in 2011, there is an opportunity to establish the premier place to stay in beautiful Ninh Chu Bay.³ The high capital expenditures required for 5-star luxury make this scenario slightly more risky than established business models in the bay. Dependency on foreign tourism rather than domestic, increases that risk a little further. However, if the villas are sold, guaranteed monthly income from management fees will provide income during downturns. ˡ ² ³