SOUTHERN SEED JOINT STOCK COMPANY

SOUTHERN SEED JOINT STOCK COMPANY AUDITED FINANCIAL STATEMENTS

CONTENTS Page General Director's report 1-3 Independent auditor's report 4-5 Audited financial statements Balance sheet as at December 31, 2008 6-9 Income statement for the year ended on December 31, 2008 10 Cash flows statement for the year ended on December 31, 2008 11-12 Notes to the financial statements for the year ended on December 31, 2008 13-32

GENERAL DIRECTOR S REPORT Southern Seed Joint Stock Company (hereinafter referred to as The Company) presents this report and the audited financial statements of The Company for the year ended on December 31, 2008. 1. Background Southern Seed Joint Stock Company is a joint-stock company established under the equitization from State-owned to joint-stock Company in accordance with the first Certificate of Business Registration No. 4103001067 dated June 24, 2002 issued by Ministry of Planning and Investment of Ho Chi Minh City and Amended Certificate of Business Registrations as follows: - The first Amended Certificate of Business Registration dated July 16, 2003; - The second Amended Certificate of Business Registration dated August 17, 2007; - The third Amended Certificate of Business Registration dated May 21, 2008. The Company is briefly called SSC. The Company was granted the listing license No. 34/UBCK-GPNY dated December 29, 2004 granted by State Securities and Exchange Commission. The Company had the first official transaction on March 01, 2005 at Ho Chi Minh City Securities Trading Center with the securities code as being SSC ; the volume transaction were 6,000,000 shares. Under Decision No. 59/QD-TTGDCK, issued by Ho Chi Minh City Securities Trading Center on June 02, 2007, The Company has listed further 4,000,000 shares, raising the total number of listed shares to 10,000,000 shares. The Company s charter capital is VND 100,000,000,000, which is divided into 10,000,000 shares with par value of VND 10,000 per share, in which the State holds 2,070,050 shares, equivalent to VND 20,700,500,000, accounting for 20.7% of the charter capital. The Company s Head Office is located at No. 282 Le Van Sy Street, Ward 1, Tan Binh District, Ho Chi Minh City. In addition, the Company has branches and stations in the following locations: - Ha Noi Branch is located at No. 14, alley 489 Nguyen Van Cu Street, Long Bien District, Ha Noi City; - Tay Nguyen Seed Station is located in Eatu Commune, Buon Me Thuot City, Daklak Province; - Cu Chi Seed Station is located in Phuoc Thanh Commune, Cu Chi District, Ho Chi Minh City; - Co Do Seed Station is located in Thanh Phu Commune, Vinh Thanh District, Can Tho Province; - Cai Lay Seed Station is located in Nhi My Commune, Cai Lay District, Tien Giang Province; - Tan Hiep Seed Station is located in Tan Hiep Commune, Phu Giao District, Binh Duong Province; - Lam Ha Seed Station is located in Da Don Commune, Lam Ha District, Lam Dong Province. 1

GENERAL DIRECTOR S REPORT In September 2007, the Company opened a representative office at flat 63A-Street 261-Sankak Teak Lo-ok3, Khan Toul Kok, Phnom Penh, Cambodia. The Company s principal activities are: - Research and manufacture of, trade in, export-import of various kinds of seed; - Manufacture of, trade in, export-import of agricultural produce and agricultural materials; - Design, manufacture, installation, export-import of equipment and machinery for processing seeds and agricultural produce; - Manufacture, process, bottling and packaging of plant-protecting medicines. 2. Members of The Board of Directors Members of The Board of Directors during the year 2008 and on the date of this report include: Mr. Ngo Van Giao Chairman Mr. Hang Phi Quang Deputy Chairman Mr. Ho Van Doan Member Mr. Nguyen Hoang Tuan Member Mr. Nguyen Tien Hiep Member Mr. Pham Quang Duong Member Ms. Luu Bich Hoai Thi Member 3. Members of The Management Members of The Management during the year 2008 and on the date of this report include: Mr. Hang Phi Quang General Director Mr. Nguyen Hoang Tuan Deputy General Director Mr. Duong Thanh Tai Deputy General Director 4. Financial review The result of The Company s business operations for the year 2008 are shown on the accompanying financial statements audited by DTL Auditing Company. 5. General Director s commitment The General Director is responsible for ensuring that proper accounting records are kept which disclose, with reasonable accuracy at any time, the financial position of The Company and for preparing the financial statements in accordance with the Vietnamese Accounting Standards and System. The General Director is responsible for safeguarding the assets of The Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 2

GENERAL DIRECTOR S REPORT The General Director ensures that there are no unusual items that may render any amount stated in the financial statements misleading, and The Company has no any contingent liability or other liability that will or may substantially affect the ability of The Company to meet its obligations as and when they fall due. As of the date of this report, The General Director was not aware of any irregularities that render the figures in the financial statements misleading and The Company has ability to pay all debts when they fall due. 6. Auditor DTL Auditing Company has been appointed to audit annual financial statements of The Company. 7. General Director s statement In General Director s opinion the accompanying financial statements give a true and fair view of the financial position of The Company as at December 31, 2008, the results of its operations and its cash flows for the year then ended in accordance with the Vietnamese Accounting Standards and System. Ho Chi Minh City, March 10, 2009 GENERAL DIRECTOR HANG PHI QUANG 3

BALANCE SHEET As at December 31, 2008 Currency unit: VND ASSETS Code Note Ending balance Beginning balance A. CURRENT ASSETS 100 115,598,518,200 92,057,553,084 I. Cash and cash equivalents 110 (6.1) 44,586,571,201 23,486,554,150 1. Cash 111 8,086,571,201 11,486,554,150 2. Cash equivalents 112 36,500,000,000 12,000,000,000 II. Short-term investments 120 1. Short-term investments 121 2. Provision for the diminution in value of short-term securities III. Accounts receivable 129 130 (6.2) 21,709,614,441 26,808,917,434 1. Trade receivables 131 15,933,032,095 21,791,036,915 2. Advances to suppliers 132 1,824,095,172 1,491,780,484 3. Inter-company receivables 133 4. Construction contractor receivables based on agreed progress billings 5. Other receivables 134 135 4,312,237,718 3,526,100,035 6. Provision for doubtful debts 139 (359,750,544) IV. Inventories 140 (6.3) 46,711,465,996 40,171,450,034 1. Inventories 141 52,313,651,579 40,171,450,034 2. Provision for inventory obsolescence 149 (5,602,185,583) V. Other current assets 150 2,590,866,563 1,590,631,466 1. Prepaid expenses 151 320,364,144 362,738,470 2. VAT deductible 152 595,471,720 1,723,162 3. Tax receivables and other receivable from the State 154 (6.4) 172,921,690 4. Other current assets 158 (6.5) 1,502,109,009 1,226,169,834 (The next page is 7) The accompanying notes are an integral part of these financial statements. 6

BALANCE SHEET As at December 31, 2008 Currency unit: VND ASSETS Code Note Ending balance Beginning balance B. NON-CURRENT ASSETS 200 53,976,670,269 64,190,765,203 I. Long-term receivables 210 1. Long-term trade receivables 211 2. Equity capital alloted to subsidiary 212 3. Long-term inter-company receivables 213 3. Other long-term receivables 218 4. Provisions for doubtful long-term receivables 219 II. Fixed assets 220 49,956,132,157 50,814,265,694 1. Tangible fixed assets 221 (6.6) 21,205,002,097 20,115,236,636 - Cost 222 40,485,401,468 35,740,653,862 - Accumulated depreciation 223 (19,280,399,371) (15,625,417,226) 2. Finance lease assets 224 - Cost 225 - Accumulated depreciation 226 3. Intangible fixed assets 227 (6.7) 28,582,340,710 28,502,660,736 - Cost 228 30,538,931,994 30,325,068,170 - Accumulated depreciation 229 (1,956,591,284) (1,822,407,434) 4. Construction in progress 230 (6.8) 168,789,350 2,196,368,322 III. Investment properties 240 - Cost 241 - Accumulated depreciation 242 IV. Long term finance investments 250 (6.9) 11,000,000 9,477,650,000 1. Investments in subsidiaries 251 2. Investments in associates, joint-ventures 252 3. Other long-term investments 258 11,000,000 9,477,650,000 4. Provision for long-term investments 259 V. Other long-term assets 260 4,009,538,112 3,898,849,509 1. Long-term prepaid expenses 261 (6.10) 3,265,538,112 3,154,849,509 2. Deferred income tax assets 262 3. Other long-term assets 268 (6.11) 744,000,000 744,000,000 TOTAL ASSETS 270 169,575,188,469 156,248,318,287 (The next page is 8) The accompanying notes are an integral part of these financial statements. 7

BALANCE SHEET As at December 31, 2008 Currency unit: VND RESOURCES Code Note Ending balance Beginning balance A. LIABILITIES 300 30,359,241,911 30,945,584,505 I. Current liabilities 310 25,620,343,987 25,190,745,429 1. Short-term loans and debts 311 (6.16) 1,153,000,000 1,153,000,000 2. Trade payables 312 (6.12) 12,661,298,041 8,632,408,544 3. Advances from customers 313 (6.12) 1,392,668,087 1,230,049,144 4. Statutory obligations 314 (6.13) 407,282,027 507,164,653 5. Payable to employees 315 4,558,294,053 3,919,998,983 6. Accruals 316 (6.14) 2,878,636,238 2,357,383,488 7. Payables to related parties 317 8. Construction contractor payables based on agreed progress billings 318 9. Other payables 319 (6.15) 2,569,165,541 7,390,740,617 10. Short-term provision 320 II. Long-term liabilities 330 4,738,897,924 5,754,839,076 1. Long-term trade payables 331 2. Long-term inter-company payables 332 3. Other long-term payables 333 4. Long-term loans and debts 334 (6.16) 4,323,892,740 5,476,892,740 5. Deferred income tax liabilities 335 6. Provision for unemployment fund 336 415,005,184 277,946,336 7. Long-term provision 337 B. OWNER'S EQUITY 400 (6.17) 139,215,946,558 125,302,733,782 I. Equity 410 138,317,699,014 124,934,850,105 1. Contributed legal capital (Share capital) 411 100,000,000,000 100,000,000,000 2. Capital surplus 412 528,054,000 528,054,000 3. Other contributed capital 413 - - 4. Treasury shares 414 (2,728,050,000) (9,800,000) 5. Asset revaluation surplus 415 6. Foreign exchange differences 416 7. Investment and development fund 417 24,437,054,911 17,008,999,904 8. Financial reserve fund 418 6,738,202,054 5,400,042,775 9. Other funds within owner's equity 419 10. Undistributed earnings 420 9,342,438,049 2,007,553,426 11. Capital expenditure fund 421 II. Other capital, funds 430 898,247,544 367,883,677 1. Bonus and welfare funds 431 898,247,544 367,883,677 2. Subsidy funds 432 3. Subsidy funds invested in fixed assets 433 TOTAL RESOURCES 440 169,575,188,469 156,248,318,287 (1) The accompanying notes are an integral part of these financial statements. 8

BALANCE SHEET As at December 31, 2008 Currency unit: VND OFF BALANCE SHEET ITEMS ITEMS Note Ending balance Beginning balance 1. Assets under operating lease 2. Goods held under trust or for processing 3. Goods held by the company on consignment 4. Bad debts written off 5. Foreign currencies + USD 7,643.50 7,299.99 + EUR - 6. Budgeted operating expenses March 10, 2009 CHIEF ACCOUNTANT GENERAL DIRECTOR NGUYỄN TIẾN HIỆP HÀNG PHI QUANG The accompanying notes are an integral part of these financial statements. 9

INCOME STATEMENT Currency unit: VND ITEMS Code Note Current year Previous year 1. Revenue 01 212,300,513,178 168,292,597,333 2. Deductions 02 10,197,291,763 12,436,002,841 3. Net revenue (10 = 01-02) 10 (7.1) 202,103,221,415 155,856,594,492 4. Cost of goods sold 11 (7.2) 134,505,807,411 104,533,315,878 5. Gross profit (20 = 10-11) 20 67,597,414,004 51,323,278,614 6. Financial income 21 (7.3) 4,558,023,291 468,184,942 7. Financial expenses 22 (7.4) 3,096,345,970 978,778,389 - In which: Interest expense 23 781,119,872 708,595,021 8. Selling expenses 24 (7.5) 15,641,258,652 13,531,066,543 9. General and administration expenses 25 (7.6) 19,707,672,468 12,835,643,677 10. Operating profit {30=20+(21-22)-(24+25)} 11. Other income 30 31 33,710,160,205 60,290,048 24,445,974,947 12,421,255 12. Other expenses 32 36,272,697 3,270,000 13. Net other income (40=31-32) 40 24,017,351 9,151,255 14. Accounting profit before tax (50=30+40) 50 33,734,177,556 24,455,126,202 15. Current tax expense 51 (7.7) 3,413,577,169 2,445,512,620 16. Deferred tax expense 52 17. Net profit after tax (60=50-51-52) 60 30,320,600,387 22,009,613,582 18. Earnings per share 70 (7.8) 3,044 2,201 March 10, 2009 CHIEF ACCOUNTANT GENERAL DIRECTOR NGUYỄN TIẾN HIỆP HÀNG PHI QUANG The accompanying notes are an integral part of these financial statements. 10

CASH FLOWS STATEMENT (DIRECT METHOD) Currency unit: VND ITEMS Code Note Current year Previous year I. Cash flows from operating activitties 1. Cash receipts from customers 01 204,757,876,985 154,916,359,205 2. Cash paid to suppliers 02 (115,713,817,004) (71,668,695,843) 3. Cash paid to employees 03 (17,289,087,210) (15,035,700,456) 4. Interest paid 04 (781,119,872) (708,595,021) 5. Income taxes paid 05 (3,353,309,112) (2,231,696,857) 6. Other cash inflows from operating activities 06 20,278,632,531 16,072,354,236 7. Other cash outflows from operating activities 07 (55,837,627,357) (52,831,811,059) Net cash from/(used in) operating activities 20 32,061,548,961 28,512,214,205 II. Cash flows from investing activitites 1. Purchase of plant, equipment and other long term assets 21 (3,211,066,938) (5,580,444,689) 2. Proceeds from sale of plant, equipment and other long term assets 3. Payment for loan to other entities, purchase of 22 debt instrument of other entities 23 (7,755,673,968) 4. Proceeds from loan, sale of debt instrument of other entities 24 7,723,769,625 5. Investments in other entities 25 (9,466,650,000) 6. Proceeds from investments 26 9,466,650,000 7. Interest received, dividends received 27 4,509,785,209 372,642,734 Net cash from/(used in) investing activities 30 10,733,463,928 (14,674,451,955) Caùc thuyeát minh ñính keøm laø moät boä phaän khoâng taùch rôøi cuûa baùo caùo taøi chính 11

CASH FLOWS STATEMENT (DIRECT METHOD) Currency unit: VND ITEMS Code Note Current year Previous year III. Cash flows from financing activities 1. Capital contribution 2. Capital redemption 31 32 (2,718,250,000) (9,800,000) 3. Borrowings 33 16,000,000,000 25,676,892,740 4. Loan repayment 34 (17,153,000,000) (22,627,000,000) 5. Finance lease principal paid 35 6. Dividends paid 36 (17,845,332,000) (12,038,372,000) Net cash from/(used in) financing activities 40 (21,716,582,000) (8,998,279,260) Net increase/(decrease) in cash (50 = 20+30+40) 50 21,078,430,889 4,839,482,990 Cash and cash equivalents at beginning of year 60 23,486,554,150 18,651,854,846 Impact of exchange rate fluctuation 61 21,586,162 (4,783,686) Cash and cash equivalents at ending of year (70 = 50+60+61) 70 44,586,571,201 23,486,554,150 March 10, 2009 CHIEF ACCOUNTANT GENERAL DIRECTOR NGUYEN TIEN HIEP HÀNG PHI QUANG Caùc thuyeát minh ñính keøm laø moät boä phaän khoâng taùch rôøi cuûa baùo caùo taøi chính 12

These notes are an integral part of and should be read in conjunction with the accompanying financial statements. 1. Background 1.1. Structure of ownership Southern Seed Joint Stock Company (hereinafter referred to as The Company) is a jointstock company established under the equitization from State-owned to joint-stock Company in accordance with the first Certificate of Business Registration No. 4103001067 dated June 24, 2002 issued by Ministry of Planning and Investment of Ho Chi Minh City and Amended Certificate of Business Registrations as follows: - The first Amended Certificate of Business Registration dated July 16, 2003; - The second Amended Certificate of Business Registration dated August 17, 2007; - The third Amended Certificate Business Registration dated May 21, 2008. The Company is briefly called SSC. The Company was granted the listing license No. 34/UBCK-GPNY dated December 29, 2004 granted by State Securities and Exchange Commission. The Company had the first official transaction on March 01, 2005 at Ho Chi Minh City Securities Trading Center with the securities code as being SSC ; the volume transaction were 6,000,000 shares. Under Decision No. 59/QD-TTGDCK, issued by Ho Chi Minh City Securities Trading Center on June 02, 2007, The Company has listed further 4,000,000 shares, raising the total number of listed shares to 10,000,000 shares. The Company s charter capital is VND 100,000,000,000, which is divided into 10,000,000 shares with par value of VND 10,000 per share, in which the State holds 2.070,050 shares, equivalent to VND 20,700,500,000, accounting for 20.7% of the charter capital. The Company s Head Office is located at 282 Le Van Sy Street, Ward 1, Tan Binh District, Ho Chi Minh City. In addition, the Company has branches and stations in the following locations: - Ha Noi Branch is located at 14, alley 489 Nguyen Van Cu Street, Long Bien District, Ha Noi City; - Tay Nguyen Seed Station is located in Eatu Commune, Buon Me Thuot City, Daklak Province; - Cu Chi Seed Station is located in Phuoc Thanh Commune, Cu Chi District, Ho Chi Minh City; - Co Do Seed Station is located in Thanh Phu Commune, Vinh Thanh District, Can Tho Province; 13

- Cai Lay Seed Station is located in Nhi My Commune, Cai Lay District, Tien Giang Province; - Tan Hiep Seed Station is located in Tan Hiep Commune, Phu Giao District, Binh Duong Province; - Lam Ha Seed Station is located in Da Don Commune, Lam Ha District, Lam Dong Province. In September 2007, the Company opened a representative office at flat 63A-Street 261- Sankak Teak Lo-ok3, Khan Toul Kok, Phnom Penh, Cambodia. 1.2. Business field - Research and manufacture of, trade in, export-import of various kinds of seed; - Manufacture of, trade in, export-import of agricultural produce and agricultural materials; - Design, manufacture, installation, export-import of equipment and machinery for processing seeds and agricultural produce; - Manufacture, process, bottling and packaging of plant-protecting medicines. 2. Business events in the fiscal year influence business activities Implementing the joint-venture contract signed on October 24, 2006 between the Company and Daewon Co., Ltd. and Jayoung Co., Ltd., in 2007, The Company relocated its factory in order to hand over the site in 282 Le Van Sy, Ward 1, Tan Binh District to the joint- venture, Daewon-SSC House Development Co., Ltd. as committed. The Company continues to be entitle to tax incentive from the equitization of Stateowned to joint-stock Company with fifty percent (50%) reduction of the amount of corporate income tax payables and the tax rate at twenty percent (20%) for seed products. The Company withdrew the investment in Ha Tay Seed Joint Stock Company as at November 07, 2008 with the number of 63,111 shares, equivalent to VND 9,466,650,000 by way of the repayment of capital. 3. Fiscal year, reporting currency 3.1. Fiscal year The Company s fiscal year is from January 01 to December 31 annually. 3.2. Reporting currency The Company maintains its accounting records in VND. 14

4. Accounting standards, accounting system 4.1. Accounting standards, accounting system The Company has adopted Vietnamese Accounting Standards and System. 4.2. Forms of accounting records A form of accounting records applied in The Company is General Journal. 4.3. Statement of compliance with Vietnamese Accounting Standards The Company s financial statements for the year ended on December 31, 2008 are prepared in accordance with Vietnamese Accounting Standards and System. 5. Significant accounting policies 5.1. Cash and Cash equivalents Recognition of Cash and Cash equivalents Cash comprises cash on hand, cash in transit and demand deposits. Cash equivalents are short-term investments (for a period not exceeding 3 months) that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value. Foreign currency translations Transactions in foreign currencies are recorded, on initial recognition in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of transaction. At the balance sheet date, foreign currency monetary items are reported using the closing rate. Gains or losses resulting from foreign currency translations are taken to the income statement. 5.2. Inventories Inventory measurement Inventories are measured at cost. Where the net realizable value is lower than cost, inventories are measured at the net realizable value. The costs of inventories comprise all costs of purchase, costs of conversion, and other costs incurred in bringing inventories to their present current location and condition. The costs of purchase comprise the purchase price, non-reimbursable taxes and duties, and transport, handling and other costs directly attributable to the purchase. Trade discount and sales rebates on substandard and obsolete goods purchased are deducted from the costs of purchase. Method of determining closing balance of inventories For seed products and agricultural materials, cost of inventories is determined using the quarterly weighted average method. For mechanics products, cost of inventories is determined using the monthly weighted average method. 15

Method of accounting for inventories The perpetual inventory method is applied for seed products and agricultural materials. The periodic method is applied for mechanics products. Provision for decline in inventory Where, by the year-end, the net realizable value of inventories is lower than cost, provision for decline in inventories is required. The provision is the excess of the cost of inventories over their net realizable value. Inventories are written down to net realizable value on an item-by-item basis. 5.3. Trade receivables and other receivables Recognition method Trade receivables and other receivables are stated at expected collectible value. Provision for doubtful debts The provision for doubtful debts is made for amounts past due and amounts, which have signs that they might not be recoverable. 5.4. Recognition, depreciation and amortization of fixed assets Tangible fixed asset recognition Tangible fixed assets are initially recognized at their costs. The cost of a tangible fixed asset is the amount of all expenses paid by The Company to acquire an asset at the time the asset is put into operation for its intended use. Intangible fixed asset recognition Intangible fixed assets are initially recognized at their costs. The cost of an intangible fixed asset is the amount of all expenses paid by The Company to acquire an asset at the time the asset is put into operation for its intended use. Depreciation and amortization The costs of fixed assets are depreciated on a straight-line method over their estimated useful lives. The estimated useful lives are as follows: Tangible assets + Buildings, structures 04 25 years + Machinery and equipment 05 12 years + Means of transportations, transmitters 06 08 years + Management equipment and devices 03 06 years 16

Intangible assets + Long term land use right Non-amortization + Compensation expense for the land use right 10 20 years + Accounting software 03 years 5.5. Capitalization of other expenses Allocation of long-term prepaid expenses Long-term deferred expenses comprise land rental expense prepaid for many years, design and survey expense, fixed asset repairing expense, tools and supplies. The time of allocation is as follows: Prepaid land rental expense Others 49 years 03 05 years Allocation of goodwill Goodwill is allocated in 25 years. 5.6. Other long-term investments Other long-term investments are recorded at cost. 5.7. Recognition of accrued expenses Accrued expenses are trade discount, payments discount, and expenses supporting customers, copyright expense payable to the Pacific Company on the Pacific corn copyright. Provision for unemployment funds is recognized as expenses in amount of 2% basic salary for social insurance contribution. 5.8. Salary Salary fund in 2008 was approved by the Board of Directors at VND 100 per VND 1,000 net revenue. The Company has recorded salary fund in 2008 at 100% of the approved salary fund. 5.9. Equity Owner s equity The charter capital is recognized at the par value. 17

Capital surplus The capital surplus is the difference between the price and par value of the issued shares. Treasury share recognition and presentation Treasury shares are recognized at purchase cost and presented in the balance sheet as a deduction from equity. Dividend recognition Dividend is recognized as liability at the date of declaring dividend. Principles for provision of reserves from profit after tax The Company established the investment and development funds at 15%, the financial reserved fund at 5%, the bonus and welfare funds at 8% of net profit after deducting bonus of the Board of Directors and the Board of Control. 5.10. Revenue recognition Revenue from selling goods and rendering services is recorded when buyer agrees on paying issued invoices, regardless of payment or not. Finance revenue is bank deposit interest recorded according to the bank notice under the cash basis and the loan interest and foreign exchange difference. 5.11. Taxation Principles and recognition of current income tax expenses, and deferred income tax expenses: Current tax expenses are defined on basis of taxable income and rate of corporate income tax (CIT) of current year Due to equitization, The Company is exempted from corporate income tax (CIT) for 2 years (since 2003) and entitled to a 50% reduction of CIT for five subsequent years (since 2005). The reduction CIT rate of the seeds and agricultural products is 10%; Others are 14%. The tax reduction is recorded into investment and development funds. Other taxes are in accordance with the current regulations. According to Decision No. 4859/QD-CT-TTr2-D4 dated May 20, 2008 by Ho Chi Minh City Tax Department on tax violated penalty because The Company has not defined correctly The CIT exempted and reduced in the fiscal year 2005 and 2006, The Company has to pay supplementary CIT with amount of VND 5,031,495,669. However, according to Official Letter No. 318/TB-VPCP dated November 13, 2008 by Office of Government, The Company is in the position of 50% reduction of CIT for two years due to listing stocks firstly in Securities Trading Center in the period of 2004 2006. The Company is in the process of clarifying the above matter with the authorities concerned to determine the CIT obligation to State (if any). As the outcome of the matter has not been determined, the financial statements of 2008 have not to reflect the related tax obligation (if any). 18

The tax reports of The Company will be inspected by the Tax Department. Since application of the laws and regulations on tax to the different transactions can be interpreted by many ways; therefore, the tax amounts presented on the financial statements can be changed in accordance with the Tax Department s final decision. 5.12. Related parties Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. 5.13. Comparative figures Certain comparative figures have been reclassified to conform to the current year s presentation. 6. Additional information for items shown in the balance sheet 6.1. Cash and cash equivalents Ending balance Beginning balance Cash on hand 868,054,261 1,230,742,434 Cash in bank 7,218,516,940 10,255,811,716 Cash equivalents 36,500,000,000 12,000,000,000 Total 44,586,571,201 23,486,554,150 Cash equivalents are time deposit account at Agribank Ho Chi Minh branch from 01 month to 03 months with average rate at 12.5%. 6.2. Accounts receivables Ending balance Beginning balance Trade receivables 15,933,032,095 21,791,036,915 Advances to suppliers 1,824,095,172 1,491,780,484 Other receivables 4,312,237,718 3,526,100,035 Provision for bad debts (359,750,544) - Net realizable value of trade receivable and other receivables 21,709,614,441 26,808,917,434 Other receivables comprise house and factory leasing expenses for moving and clearing the site 282 Le Van Sy, Ward 1, Tan Binh District, with the amount of VND 3.12 billions, to hand over it to the joint-venture, Daewon SSC House Development Co., Ltd. according to joint-venture contract on October 24, 2006. This amount will be reimbursed by the joint venture according to article 7 of the contract. 19

6.3. Inventories Ending balance Beginning balance Raw materials 30,101,392,020 22,352,377,947 Tools and supplies 121,885,317 146,428,904 Work in process 4,977,418,438 2,914,532,678 Finished goods 9,795,249,993 11,865,153,037 Merchandise 5,781,970,936 2,423,990,989 Goods on consignment 1,535,734,875 468,966,479 Total costs 52,313,651,579 40,171,450,034 Provision for slow moving and obsolete inventories (5,602,185,583) - Net realizable value of inventories 46,711,465,996 40,171,450,034 Reasons for additional provision: Value of merchandise under net realizable value 4,846,293,659 Under-quality inventories 755,891,924 Total 5,602,185,583 6.4. Taxes receivables and other receivables from State Ending balance Beginning balance Valued-added tax overpaid 167,986,690 Import tax overpaid 4,935,000 Total 172,921,690 (The next page is 21) 20

6.5. Other current assets Ending balance Beginning balance Assets deficit awaiting for resolution 34,109,513 - Advances 1,467,999,496 1,226,169,834 Total 1,502,109,009 1,226,169,834 6.6. Tangible fixed assets Buildings, structures Machinery and equipment Means of transportations, transmitters Management equipment and devices Total Cost Beginning balance 22,568,255,460 6,705,263,031 5,550,775,553 916,359,818 35,740,653,862 Purchase - 237,085,300 694,799,800 83,942,853 1,015,827,953 Self-construction 1,902,838,996 1,869,880,821 - - 3,772,719,817 Other increases - 547,609,578 - - 547,609,578 Other decreases - - 591,409,742-591,409,742 Ending balance 24,471,094,456 9,359,838,730 5,654,165,611 1,000,302,671 40,485,401,468 Accumulated Depreciation Beginning balance 8,969,421,058 3,216,322,294 2,939,846,585 499,827,289 15,625,417,226 Depreciation 1,853,158,494 1,077,931,248 633,247,778 124,333,070 3,688,670,590 Other decreases - - 33,688,445-33,688,445 Ending balance 10,822,579,552 4,294,253,542 3,539,405,918 624,160,359 19,280,399,371 Net book value Beginning balance 13,598,834,402 3,488,940,737 2,610,928,968 416,532,529 20,115,236,636 Ending balance 13,648,514,904 5,065,585,188 2,114,759,693 376,142,312 21,205,002,097 Ending net book value of tangible fixed assets mortgaged as loan security are VND 3,929,991,010. Ending balance of tangible fixed assets fully depreciated but still in use are VND 7,771,308,336. 21

6.7. Intangible fixed assets Cost Land use right Accounting software Total Beginning balance 30,325,068,170-30,325,068,170 Purchase - 213,863,824 213,863,824 Ending balance 30,325,068,170 213,863,824 30,538,931,994 Accumulated amortization Beginning balance 1,822,407,434-1,822,407,434 Amortization 98,731,520 35,452,330 134,183,850 Ending balance 1,921,138,954 35,452,330 1,956,591,284 Net book value Beginning balance 28,502,660,736-28,502,660,736 Ending balance 28,403,929,216 178,411,494 28,582,340,710 6.8. Construction in progress Design and Construction License expenses in Lam Ha Station Construction geological survey expenses in Tan Hiep Station Construction expenses in Ha Noi Branch Ending balance Beginning balance 22,000,000-10,000,000-95,220,140 112,920,141 Machinery expenses for internal usage 41,569,210 41,569,210 Accounting software - 171,998,150 Machinery expenses for internal usage at Hanoi Factory - 1,869,880,821 Total 168,789,350 2,196,368,322 22

6.9. Long-term finance investments It represents bonds. 6.10. Long-term prepaid expenses Ending balance Beginning balance Goodwill 568,627,492 602,076,177 Land rental expenses 1,890,443,115 1,931,343,712 Cu Chi land compensation expenses 175,200,002 219,000,000 Repair expenses to enlarge Station and Branch 607,743,729 383,813,017 Tools and supplies 23,523,774 18,616,603 Total 3,265,538,112 3,154,849,509 6.11. Other long-term assets Represented by long-term deposits, mortgages and collateral. 6.12. Trade payables and advances from customers Ending balance Beginning balance Trade payables 12,661,298,041 8,632,408,544 Advances from customers 1,392,668,087 1,230,049,144 Total 14,053,966,128 9,862,457,688 6.13. Statutory obligations Ending balance Beginning balance Valued-added tax 21,296,213 193,799,608 Export, import duties - 3,842,951 Corporation Income Tax 317,199,677 256,931,620 Personal income tax 65,231,054 52,298,953 Other taxes 3,555,083 291,521 Total 407,282,027 507,164,653 23

6.14. Accured expenses Ending balance Beginning balance Trade discount 1,327,916,445 1,256,966,777 Payment discount 680,644,129 44,838,563 Transport support 167,240,545 4,008,627 Money transfer support 87,171,019 10,666,521 Others 488,103,100 846,013,000 Copyright of the Pacific corn 127,561,000 194,890,000 Total 2,878,636,238 2,357,383,488 6.15. Other payables and obligations Ending balance Beginning balance Surplus of assets awaiting resolution 7,547,447 7,547,447 Health insurance 44,297,331 26,691,434 Trade Union expenditure 60,334,000 53,813,000 Dividends payable 164,917,000 6,075,640,000 Other payables and obligations 2,292,069,763 1,227,048,736 Total 2,569,165,541 7,390,740,617 (The next page is 25) 24

6.16. Long-term loans and liabilities Long-term loans Ending balance Beginning balance Development Bank Ho Chi Minh City Brach Development Assistance Fund - Ho Chi Minh City Brach 2,624,892,740 3,150,892,740 1,699,000,000 2,326,000,000 Sum 4,323,892,740 5,476,892,740 Maturity long-term debts Development Bank Ho Chi Minh City Brach Development Assistance Fund - Ho Chi Minh City Brach 526,000,000 526,000,000 627,000,000 627,000,000 Sum 1,153,000,000 1,153,000,000 Total 5,476,892,740 6,629,892,740 Loan from Development Bank Ho Chi Minh City Brach: Term does not exceed 8 years, interest rate at 5.4% p.a, secured by covering house, Zanil zame, drying turbine; all seed processing and drying equipment; electricity equipment and land use right of the project Ha Noi Seed Station. Loan from Development Assistance Fund Ho Chi Minh City Branch: Term is 7 years, interest rate at 5.4% p.a, secured by covering house, Zanil zame, drying turbine; all seed processing and drying equipment; electricity equipment of the project Tay Nguyen Seed Station. (The next page is 26) 25

6.17. Owner s equity 6.17.1. Changes in Owner s equity Paid-in capital Equity surplus Treasury stocks Investment and development fund Financial reserve fund Undistributed after-tax profits Bonus and welfare fund Total Previous year s beginning balance 60,000,000,000 528,054,000 50,276,320,597 4,427,336,843 1,773,469,412 247,714,495 117,252,895,347 Previous year s equity increases 40,000,000,000 40,000,000,000 Previous year s profit 22,009,613,582 22,009,613,582 Other increases 6,732,679,307 972,705,932 1,556,329,492 9,261,714,731 Previous year s equity decreases (9,800,000) (9,800,000) Other decreases (40,000,000,000) (21,775,529,568) (1,436,160,310) (63,211,689,878) Current year s beginning balance 100,000,000,000 528,054,000 (9,800,000) 17,008,999,904 5,400,042,775 2,007,553,426 367,883,677 125,302,733,782 Current year s profit 30,320,600,387 30,320,600,387 Other increases 7,428,055,007 1,338,159,279 2,141,054,847 10,907,269,133 Current year s equity decreases (2,718,250,000) (2,718,250,000) Other decreases (22,985,715,764) (1,610,690,980) (24,596,406,744) Current year s ending balance 100,000,000,000 528,054,000 (2,728,050,000) 24,437,054,911 6,738,202,054 9,342,438,049 898,247,544 139,215,946,558 As at December 31, 2008, the number of treasury stocks are 100,980 shares. 26

6.17.2. Details of owner s equity Ending balance Rate Beginning balance Rate Capital invested by the State Capital invested by others 20,700,500,000 20.7% 19,200,000,000 19.2% 79,299,500,000 79.3% 80,800,000,000 80.8% Total 100,000,000,000 100% 100,000,000,000 100% 6.17.3. Retained earnings Current year Previous year Balance at beginning of year 2,007,553,426 1,773,469,412 Profit after tax 30,320,600,387 22,009,613,582 Investment and development fund increase from the reduced Corporate income tax (3,413,577,169) (2,445,512,620) Investment and development fund (4,014,477,838) (4,287,166,687) Financial reserve fund (1,338,159,279) (972,705,932) Bonus and welfare fund (2,141,054,847) (1,556,329,492) Dividends declared (11,934,609,000) (11,999,412,000) Other payment (143,837,632) (514,402,837) Balance at ending of year 9,342,438,049 2,007,553,426 6.17.4. Dividends Current year Previous year Dividends declared at the end of the year + Dividends declared on preferred shares - - + Dividends declared on common shares 15% 12% 27

Dividend paid in year 2008 as follows: + Year 2007 5,910,723,000 + Year 2008 Advance 11,934,609,000 Total 17,845,332,000 2008 dividend will be declared in 2009 shareholders general meeting. 6.17.5. Shares Ending balance Beginning balance Authorized shares 10,000,000 10,000,000 Issued share 10,000,000 10,000,000 + Common shares 10,000,000 10,000,000 Tresury share 100,980 980 + Common shares 100,980 980 Outstanding shares 9,899,020 9,999,020 + Common shares 9,899,020 9,999,020 Par value per outstanding share is VND 10,000 per share. 7. Additional information for items shown in the income statement 7.1. Revenues from selling goods and rendering services Current year Previous year Sales of goods 14,847,949,175 12,139,499,632 Sales of finished goods 197,358,206,481 156,063,766,233 Rendering of services 94,357,522 89,331,468 Deductions (10.197.2291.763) (12.436.002.841) + Trade discounts (5,765,391,879) (6,257,559,932) + Allowances (44,610,000) (92,229,671) + Sales returns (4,387,289,884) (6,086,213,238) Net revenues 202,103,221,415 155,856,594,492 28

7.2. Cost of goods sold Current year Previous year Cost of merchandise sold 9,161,517,113 7,992,641,165 Cost of finished goods sold 130,929,876,611 96,538,891,012 Cost of services rendered 16,599,270 1,783,701 Provision for decline in value of inventories (5,602,185,583) - Total 134,505,807,411 104,533,315,878 7.3. Financial income Current year Previous year Deposit and loan interest 4,508,710,509 428,061,285 Gains from foreign exchange rate differences 49,312,782 40,123,657 Total 4,558,023,291 468,184,942 7.4. Financial expenses Current year Previous year Interest expenses 781,119,872 708,595,021 Sale discounts, interest expenses under installment sale 1,542,084,464 170,380,204 Losses on foreign exchange rate differences 773,141,634 99,803,164 Total 3,096,345,970 978,778,389 (The next page is 30) 29

7.5. Selling expenses Current year Previous year Emloyee expenses 4,588,870,413 3,263,020,242 Materials and package expenses 307,131,453 395,900,304 Tools and supplies 85,735,866 29,874,590 Depreciation expenses 5,362,084 6,431,296 Service expenses 5,287,891,562 5,579,068,211 Others 5,366,267,274 4,256,771,900 Total 15,641,258,652 13,531,066,543 7.6. Administration expenses Current year Previous year Emloyee expenses 8,211,710,394 5,643,179,042 Material expenses 595,808,077 383,590,951 Office stationery expenses 267,727,371 320,422,094 Depreciation expenses 1,742,491,069 763,613,077 Taxation, fee and charges 280,670,034 459,290,235 Provision expenses 359,750,544 - Service expenses 2,091,198,567 1,332,715,599 Others 6,158,316,412 3,932,832,679 Total 19,707,672,468 12,835,643,677 (The next page is 31) 30

7.7. Current tax expenses Current year Previous year Total taxable income 33,734,177,556 24,455,126,202 + Seeds and agricultural products 32,730,192,211 24,455,126,202 + Others 1,003,985,345 - Corporate income tax rate + Seeds and agricultural products 10% 10% + Others 14% 14% Current tax expenses 3,413,577,169 2,445,512,620 + Seeds and agricultural products 3,273,019,221 2,445,512,620 + Others 140,557,948-7.8. Earning per share Current year Previous year Profit after corporation income tax 30,320,600,387 22,009,613,582 Average outstanding shares volume 9,959,431 9,999,510 Earning per share (EPS) 3,044 2,201 8. Other information 8.1. Related parties According to the Vietnamese Accounting Standards No.26 Related parties, related parties are as follows: Related parties Mr. Ngo Van Giao Mr. Hang Phi Quang Relationship Chairman of the Management Deputy Chairman of the Management and General Director There were no transactions with the related parties in the current year. 31

8.2. Salary of General Director and remuneration of the Board of Management Current year Salary of General Director 474,157,552 Remuneration of the Board of Management 519,746,727 Total 993,904,279 8.3. Events after the balance sheet date There were no significant events incurred after the balance sheet date to the date of the financial statements. The financial statements for the year ended on December 31, 2008 were authorized for issue by General Director on March 10, 2009. Ho Chi Minh City, March 10, 2009 CHIEF ACCOUNTANT GENERAL DIRECTOR NGUYEN TIEN HIEP HANG PHI QUANG 32