Housing development through second joint venture with Vinhomes, Vietnam’s largest developer

SAI has been working with Vinhomes, Vietnam’s largest developer, to develop and sell apartment buildings in the Vinhomes SAKURA project in Hanoi, and will now develop and sell apartment buildings in Ho Chi Minh City as well.

Vinhomes Grand Park, which is being developed by Vinhomes in the northern part of Ho Chi Minh City, has a site area of approximately 2.72 million m². The site includes 71 buildings, including residences, schools, hospitals, supermarkets, shopping malls, office buildings, and a vast park, with a total population of over 80,000 people.

SAI has named this project “THE STAR Project” and the site area is approximately 23,000 m², total floor area of approximately 183,000 m², and 4 buildings with 1,954 units. We will sell high-class specifications that balance safety and a comfortable living environment.

At the board of directors meeting held on 20 December 2023, the Company had, through its sub-subsidiary, S-VIN Vietnam Real Estate Trading Joint Stock Company (hereinafter referred to as “S-VIN”), which is under the Company’s subsidiary, Samty Asia Investments Pte. Ltd. (hereinafter referred to as “SAI”), announced that we will jointly implement a condominium project, The Star project (hereinafter referred to as “This Project”), in Ho Chi Minh City, Vietnam, with the biggest developer in Vietnam, Vinhomes Joint Stock Company (hereinafter referred to as “VHM”). Along with The Project, there are agreed changes to the subsidiary (sub-subsidiary). Therefore, we would like to inform you that we have agreed to the following changes.

Ⅰ. Overview of The Project

1. Purpose and Reason for This Project

Our group is a comprehensive real estate company that can complete everything from land purchasing, planning and development of condominiums, hotels, and offices, tenant recruitment, property management, property ownership and sales throughout Japan, with a focus on regional metropolitan areas. In addition, we have not only targeted the domestic market, but have also made overseas business one of our key strategies. For this, we established SAI in February 2019 and started stationing employees in Singapore from November 2019.

In December 2020, we established a relationship of trust with VHM, a core company under Vingroup, Vietnam’s largest conglomerate. After we confirmed that it would be mutually beneficial for both companies to continue joint development in Vietnam, we participated in The Sakura Project in Smart City in the western part of Hanoi, Vietnam, as our group’s first overseas project.

Since the development of and sales for The Sakura Project had progressed smoothly, after repeated discussions with VHM, we agreed to participate in This Project in Ho Chi Minh City as our second project in the country.

2. Overview of This Project

VHM is carrying out a large-scale, 272-hectare development in Grand Park in the northern part of Ho Chi Minh City, which includes not only residences but also schools, hospitals, supermarkets, shopping malls, office buildings, and a large park.

Site Area:2,720,000 ㎡ approximately(823,000 Tsbo approximately)
Number of buildings:71 buildings of 25~35 stories each
Total population:Approximately 80,000 and above

This project is the last development area of Grand Park, and the area branding is called The Beverly. It is a well-planned area – other than being adjacent to parks, shopping malls, and schools, it also offers views of the Dong Nai River from most rooms. Hence, it is designated as a luxurious residence.

Furthermore, construction of Ring Road 3 connecting the center of Ho Chi Minh City and Grand Park is scheduled to begin in June 2023, and is scheduled to open over three years, which is expected to dramatically improve access.

Our group will carry out a condominium development project for the following 4 buildings (1,954 residential units, 56 shops) within the Grand Park’s development area.

Site Area :23,098 ㎡ (7,000 Tsbo approximately)
Total Floor Area :183,578.3 ㎡ (55,532 Tsbo approximately)
Number of buildings:4
Number of floors :32~34 floors
Total units:1,954 units、Shop:56 units
Sale schedule :July 2024 (tentative)
Completion and handover:1st quarter 2026 (tentative)

The project period is approximately 3 years, and the total project cost is estimated to be at 44,700,000,000 JPY. (Based on 1 VND = 0.006 JPY. The same rate will be applies below.)

3. Our group’s role in this project

On November 2020 , Samty Vietnam was established as a subsidiary of SAI in Hanoi, Vietnam, and in order to manage the The Sakura project, Samty Vietnam oversaw construction, managed sales, as well as funds and contracts.

Regarding this Project, we will acquire 90% of the shares of S-VIN 2 (see Section II for details) and will manage this project in cooperation with SAI in the same way as before. For the purpose of managing this Project, Samty Vietnam plans to open a Ho Chi Minh office, envisioning it in early 2024.

Ⅱ. Changes in subsidiaries (sub-subsidiary company)

1. Reason for stock acquisition

In implementing the real estate development business, we have decided to lead This Project and acquire 99.74% of the shares of S-VIN 2 from Green City (VHM) through S-VIN (SAI : 90%, VHM: 10%).

2. Overall of the Changes in Sub-subsidiary Company

NameS-VIN2 VIETNAM REAL ESTATE TRADING JOINT STOCK COMPANY
Location4th Floor, Vincom Mega Mall Thao Dien, 161 Hanoi Highway, Thao Dien Ward, Thu Duc City, Ho Chi Minh City, Vietnam
Representative’s title and namePresident Nguyen Thuc Hien
Business detailsReal estate development
CapitalVND 3,901,690,000,000 (approximately 23.4 billion yen)
Date of establishment15 May 2023
Major shareholders and shareholding ratioGreen City(VHM)99.74% and 2 individuals(0.13%+0.13%)
Relationship between the listed company and the company concernedCapital relationship:There is no capital relationship that should be noted between the companies.
Personal relationships:There is no personnel relationship between the companies that should be noted.
Business relationship:There is no business relationship that should be noted between the companies.
Applicability to related parties:This company is not a related party of our company.
Consolidated operating results and consolidated financial position of the company for the past 3 yearsAs the company has not yet completed its first fiscal year since its establishment, its business results and financial position are not disclosed.

3. Overview of the partner for stock acquisition

NameGREEN CITY DEVELOPMENT JOINT STOCK COMPANY   
Location72 Le Thanh Ton Street, Ben Nghe Ward, District1, Ho Chi Minh City, Vietnam        
Representative’s title and namePresident Nguyen Thuc Hien
Business detailsReal estate development/sales, real estate rental/management
CapitalVND 6,690,000,000,000 (approximately 40.1 billion yen)  
Date of establishment8 November 2007
Net worthVND 12,747,593,000,000 (approximately 76.4 billion yen)
Total assetsVND 57,941,425,000,000 (approximately 347.6 billion yen)
Major shareholder
and shareholding ratio
Vinhomes Joint Stock Company 99.88%       
With listed companies
Relationship of the company
Capital relationship:There is no capital relationship that should be noted between the companies.
Personal relationships:There is no personnel relationship between the companies that should be noted.
Business relationship:There is no business relationship that should be noted between the companies.
Applicability to related parties:This company is not a related party of our company.

Consolidated business results and consolidated financial position of the company for the past 3 years:

Fiscal year endDecember 2020December 2021December 2022
(VND in million)(JPY in billions)(VND in million)
(JPY in billions)(VND in million)
(JPY in billions)
Consolidated net assets17,643,6911,05911,628,28268412,747,593750
Consolidated total assets90,484,4225,42979,916,8744,70057,941,4253,408
Consolidated sales17,422,8301,04523,066,7361,3574,858,821286
Consolidated operating profit3,771,8092264,948,5282911,738,381102
Consolidated net income18,550,5551,1133,984,5912341,119,31166
Consolidated comprehensive income10,953,6916574,938,2822906,057,593356

4. Overview of the subsidiary acquiring shares

NameS-VIN VIETNAM REAL ESTATE TRADING JOINT STOCK COMPANY
LocationSymphony Office Building, Chu Huy Man Street, Phuc Loi Ward, Long Bien District, Hanoi City, Vietnam
Representative’s title and nameTetsuro Kawamoto、Nguyen Thi Thu Ha
Business detailsReal estate development business
CapitalVND 3,636,204,170,000 (approximately 16.3 billion yen)
Date of establishment14 May 2020
Major shareholders and shareholding ratioSAI(90%)and VHM(10%)

『Reference』【About Vinhomes】

VHM is not only the top real estate company in Vietnam in terms of sales, profits, and market capitalization, but also secures its first spot in the Vietnam Real Estate Developer Reliability Ranking (according to Vietnam Report) every year, making VHM the overwhelming number one company in Vietnam.

In addition, the total future development potential of the real estate it currently owns is approximately 9 trillion yen, and the company is expected to support housing development in Vietnam for a long time to come.

NameVINHOMES JOINT STOCK COMPANY
LocationSymphony Office Building, Chu Huy Man Street,
Vinhomes Riverside Ecological Urban Area, Phuc Loi ward,Long Bien district, Hanoi city, Vietnam    
Representative’s title and namePresident Pham Thieu Hoa
Business detailsReal estate development/sales, real estate rental/management
CapitalVND 43,543,675,000,000 (approximately 261.2 billion yen)
Date of establishment6 March 2008
Net worthVND 148,521,843,000,000 (approximately 891.1 billion yen)
Total assetsVND 361,812,647,000,000 (approximately 2,117 billion yen)
Major shareholders and shareholding ratioVingroup Joint Stock Company 66.66%
With listed companies
Relationship of the company
Capital relationship:There is no capital relationship that should be noted between the companies.
Personal relationships:There is no personnel relationship between the companies that should be noted.
Business relationship:There is no business relationship that should be noted between the companies.
Applicability to related parties:This company is not a related party of our company.

Consolidated business results and consolidated financial position of the company for the past 3 years :

Fiscal year endDecember 2020December 2021December 2022
(VND in million)(JPY in billions)(VND in million)(JPY in billions)(VND in million)(JPY in billions)
Consolidated net assets89,685,4865,381131,407,4117,884148,521,8438,911
Consolidated total assets214,937,49312,896230,516,47113,830361,812,64721,708
Consolidated sales70,890,2954,25384,985,6065,09962,392,6033,743
Consolidated operating profit37,724,8732,26347,664,9422,85937,973,0522,278
Consolidated net income28,767,1311,72638,948,4782,33629,161,5901,749
Consolidated comprehensive income56,508,7263,39179,413,4464,76499,933,6355,999

【About Vingroup】(As of January 18, 2023)

It is Vietnam’s largest conglomerate that mainly focuses on real estate, with a wide range of business arms such as hotel management, hospital management, and education business. In addition, in recent years, Vingroup has been actively expanding into new fields such as the automobile business. On August 15, 2023, VinFast, an electric vehicle (EV) manufacturer under Vingroup, was listed on the Nasdaq market through a merger with Black Spade Acquisition, a special purpose acquisition company (SPAC).

Founded in1993
RepresentativePham Nhat Vuong (current chairman)
Number of employees75,800 people (consolidated)
RevenueApproximately 609.5 billion yen (2022)
Market capitalizationApproximately 988.6 billion yen

1. Number of acquired shares, acquisition price, and status of number of shares owned before and after acquisition :

Number of shares held before change-share
(Number of voting rights:-unit)
(Voting rights ownership ratio:-%)
Acquired shares389,169,000 shares
(Number of voting rights:389,169,000 unit)
Acquisition costVND3,891,976,673,669 (approximately 23.351 billion yen)
Advisory fees – Not applicable
Number of shares held after change389,169,000 shares
(Number of voting rights:389,169,000 unit)
(Voting rights ownership ratio:99.74%)

2. Scheme diagram

Ⅲ. Schedule
Board of Directors Resolution Date20 December 2023
Date of conclusion of this business alliance and stock transfer agreement25 December 2023
Stock transfer date28 December 2023
Start date of this Project28 December 2023 (tentative)
Start of sales of this ProjectJuly 2024 (tentative)
Ⅳ. Future outlook

Consolidated business forecasts for the fiscal year ending November 2024 due to this change are currently being reviewed and are scheduled to be announced in early January 2024.

We believe that from November 2026, the promotion of This Project will help to strengthen the stability and profitability of our group, as well as to increase the corporate value of our group. If any matters that should be disclosed arise during the progress of This Project, we will promptly disclose them.

For details > https://www.samty.co.jp/news/auto_20231220506203/pdfFile.pdf

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