Interim Results
VietNam Holding Limited
14 March 2007
Vietnam Holding Limited ('the Company' or 'VNH')
Unaudited Interim Financial Statements for the six month period ending 31
December 2006
Vietnam Holding Limited ('the Company' or 'VNH') is pleased to announce the
unaudited interim results for the six month period ending 31 December 2006.
Copies of these financial statements have been sent to shareholders and will
also be available, free of charge, from the offices of Grant Thornton, Corporate
Finance, Grant Thornton House, Melton Street, Euston Square, London NW1 2EP or
VietNam Holding Asset Management, Gartenstrasse 19, CH 8002, Zurich,
Switzerland.
Mr. Philip Secrett
Grant Thornton Corporate Finance
Phone: +44 (0) 870 991 2578
Mr. Malcolm Gourley
Vietnam Holding Limited
Phone: +41 43 500 28 00
VNH Director's Report for Half-Year ended December 31, 2006
In the first half of fiscal 2007, VNH through our investment manager, Vietnam
Holding Asset Management Limited ('VNHAM'), started building a diversified
portfolio positioned for long term capital growth which is supported by the
buoyant economic outlook of Vietnam. By December 31, 2006 investments in
securities was $43.59 million at fair values, consisting of investments in the
Industrial, Oil and Gas, Building Material, Food processing and Insurance
sectors. Total Net Assets grew to $115.79 million.
VNHAM's disciplined investment approach, guided by a well defined investing
strategy that has been approved by the Board and shareholders of VNH, has
resulted in the accumulation of listed and OTC shares in Vietnam. VNH also
concluded its first transaction as we joined the rank of strategic investor of
an investee company by acquiring over 5% of Binh Minh Plastics subsequent to its
equitization. For the 6 months ending December 31, 2006, Net Investment Income
was $11.09 million of which $7.57 million was attributed to Unrealized Gains on
Investments.
Operating Expenses that primarily represented contractual fees and expenses paid
to VNH's service providers and advisers were on track of the annual budget
approved by the Board. After taking into account the $3.38 million paid and
accrued expenses for the first half of fiscal 2007, Net Asset Value increased by
$7.72 million for the same period.
VNH's cash position remained strong as Cash and Cash Equivalents by December 31,
2006 stood at $70.90 million.
A significant part of VNH Board activities takes place in the Investment
Committee under the leadership of Mr. John Hoey, Vice Chairman of VNH. Detailed
reviews of the portfolio, deal pipelines, market conditions, risks and
compliance combined with coaching of our talented Vietnamese staff has
contributed to the performance of the VNH portfolio. The Investment Committee,
on behalf of the VNH Board, has also approved investments greater than 4% of Net
Asset Value at the time of purchase.
The VNH Board continues to work closely with the Executive Team and the Board of
VNHAM to put in place internal control policies, operational procedures, and
management reporting that support sound corporate governance. The Audit
Committee, headed by Mr. Nguyen Quoc Khanh, concluded the selection of an
independent accounting firm to perform VNH internal audit functions, pending
formal approval by the Board in January 2007.
These financial statements have been approved by the VNH Board as of March 12,
2007.
Investment Managers Report
Operations
The period began with VNHAM operating with a small staff from temporary offices,
and holding a fully cash based asset portfolio. At December 31, the VNH Fund was
nearly 25% invested in the securities of targeted companies in Vietnam. A
growing staff was operating from impressive new offices in HCMC and preparing
new permanent offices in Hanoi. VNH's Net Asset Value per share increased from
$1.92 at the start of the period to $2.06 as at 31st December 2006.
Investments
VNHAM, on behalf of VNH, began to build a productive asset portfolio of
Vietnamese companies in the period. Investee companies represent a broad array
of business sectors, with concentrations in the Industrial, Oil and Gas,
Building Material, Food Processing and Insurance sectors. In a steadily rising
market, value based investments continued to be sought. This often resulted in
inconsistencies between justifiable valuations and the prices in an overly hot
market. Our investment emphasis remains on demonstrable value and the long-term
interests of our shareholders. At the fiscal half year-end, our portfolio was
characterized by both large and mid-cap companies in several business sectors
critical to the future growth of Vietnam, with VNH poised to share in that
growth.
Liquidity
As the VNHAM management staff in HCMC and Hanoi continued to assess suitable
investment targets, VNH's portfolio remained largely invested in secure,
high-quality liquid assets in Europe and Vietnam. Interest income exceeded $2.8
million. Our quest for desirable long-term strategic securities in quality
companies continued aggressively. Vietnam government policies provided strong
tax incentives for companies, which privatized before December 31st. This
resulted in a rush to the market and substantial new money chasing the best new
securities. In this highly competitive environment, we were successful in
dramatically increasing our invested portfolio, without sacrificing justifiable
value pricing. In several cases, even aggressive pricing of bids was unable to
win a portion of new offerings. Despite this, we were successful in investing
approximately a quarter of our cash assets and are on track to be fully invested
within the one-year time frame announced in earlier reports.
Management
After the adjustments in the company's initial staff, we are fortunate to have
highly professional teams at work in our three offices. VNHAM Chairman Juerg
Vontobel currently serves as acting Managing Director and spends approximately
half of his time in Vietnam and half in our Zurich office. Local teams in Hanoi
and HCMC are under the direct guidance of Deputy Managing Directors Nguyen Quang
Duc and Nguyen Thi Tuong Vi, respectively. VNHAM has recently added two
analysts to its Hanoi team as well as a Director as a senior member of its
investment origination team in Ho Chi Minh City. We continue our search for a
permanent Managing Director and are in active discussions with a potential Chief
Investment Officer. Our Boards of Directors and Advisory Council members
contribute regularly and fundamentally to the strategic and financial progress
our company and VNH are enjoying.
Financials
As of December 31, 2006, the Net Asset Value of VNH stood at $115.79 million and
NAV per share was $2.06.
Statement of assets and liabilities as at December 31, 2006
01.07.06 15.06.06
to 31.12.06 to 30.06.06
USD USD
Assets
Investments in securities at fair value -
43,591,871
Cash and Cash Equivalents
70,903,621 108,099,247
Accrued Interests
492,420 -
Interest on banks
315,333 -
Prepaid Investments
2,222,590 -
Prepaid Expenses - 277,237
------------ -----------
Total Assets
117,525,835 108,376,484
Liabilities
Accrued Expenses 1,736,466 303,394
------------ ------------
Total liabilities (excluding net assets attributable 1,736,466 303,394
to holders of redeemable shares)
Net assets attributable to holders of redeemable 115,789,369 108,073,090
The notes at the end of this release form an integral part of the financial
statements.
Statement of Operations as at December 31, 2006
01.07.06 15.06.06
to 31.12.06 to 30.06.06
Notes USD USD
Income
Interest Income 5 2,835,874 358,563
Realized gain on investment 697,630 -
Net foreign exchange loss 3 (11,786) -
Movement in unrealized gain on investments 3 7,573,085 -
------------ -----------
Net Investment Income 11,094,803 358,563
Expenses
Investment Management Fee 6 1,086,599 89,917
Advisory Fees 95,146 3,854
Formation Expenses - 4,627,542
Adminstration and accounting fees 8 55,033 5,328
Custodian fee 7 143,086 13,852
Directors' fees and expenses 201,333 42,667
Brokerage commissions 6 21,236 2,313
Transaction costs 22,500
Performance Fee 6 1,273,399
Audit fees 71,308
Insurance fees 64,000
Transfer agent fees 8,345
Rent and staff salary 121,250
Advisory and risk management 213,750
Other operating expenses 1,539
---------------- ---------------
Operating expenses before finance costs 3,378,524 4,785,473
---------------- ---------------
Change in net assets attributable to holders 7,716,279 (4,426,910)
of redeemable shares
==================== ==================
The notes at the end of this release form an integral part of the financial
statements.
Statement of changes in net assets attributable to holders of redeemable shares
as at December 31, 2006
01.07.06 15.06.06
to 31.12.06 to 30.06.06
Notes USD USD
Balance at beginning of the period 108,073,090
Change in net assets attributable to
holders
of redeemable shares for the period 7,716,279 (4,426,910)
Issue of redeemable shares during the 4 - 112,500,000
period
Redemption of redeemable shares during 4 - -
the period
---------------- ---------------
Balance at the end of the period 115,789,369 108,073,090
The net asset value per share was USD 2.06 as per December 31, 2006
The notes at the end of this release form an integral part of the financial
statements.
Statement of Cash Flows as at December 31, 2006
01.07.06 15.06.06
to 31.12.06 to 30.06.06
USD USD
OPERATING ACTIVITIES
Interest Received 2,028,121 358,563
Operating expenses paid (1,668,214) (4,759,316)
Net foreign exchange loss (11,786) -
to operating activities
---------------- ------------
Cash flows from operating activities 348,121 (4,400,753)
INVESTING ACTIVITIES
Purchase of Investments (38,241,377) -
Proceeds from sale of investments 697,630 -
---------------- ------------
Cash flows from investing activities (37,543,747) -
FINANCING ACTIVITIES
Proceeds from issuance of redeemable shares - 112,500,000
Cash flow from financing activities - 112,500,000
Net increase in cash and cash equivalents (37,195,626) 108,099,247
Cash and cash equivalents at the beginning of the period 108,099,247 -
---------------- ------------
Cash and Cash equivalents at the end of the period 70,903,621 108,099,247
================ =============
The notes at the end of this release form an integral part of the financial
statements.
Notes to the Financial Statements
1 THE COMPANY
VietNam Holding Limited (the Company) is a newly incorporated, closed-end
investment holding company incorporated on April 20, 2006 as an exempt company
under the Companies Law in the Cayman Islands and commenced its operations on
June 15, to invest principally in securities of former SOEs in Vietnam, prior
to, at or after the time such securities become listed on the Vietnam Stock
Exchange, including the initial privatisation of the SOEs. The Company may also
invest in the securities of private companies in Vietnam, whether Vietnamese or
foreign owned, and the securities of foreign companies if a significant portion
of their assets are held or operations are in Vietnam.
The investment objective of the Company is to achieve long-term capital
appreciation by investing in a diversified portfolio of companies that have high
growth potential at an attractive valuation.
Vietnam Holding Asset Management Limited (VNHAM) has been appointed as the
Company's Investment Manager and is responsible for the day-to-day management of
the Company's investment portfolio in accordance with the Company's investment
policies, objectives and restrictions. quondam viet nam partners Ltd. has been
appointed as VNHAM's Investment Advisor and is responsible for providing
strategic advice to VNHAM on a non-exclusive basis.
Credit Suisse (Luxembourg) has been appointed to act as custodian of the
Company's assets (as can be legally held outside of Vietnam). Vietnamese law
requires that the Company's shares in Listed Companies must be held by a
custodian registered as such in Vietnam and these assets will therefore be held
by the Vietnam sub-custodian. HSBC (Vietnam) has been appointed to act as
sub-custodian. Credit Suisse Asset Management Fund Service (Luxembourg) SA has
been appointed to act as the administrator of the Company and to provide a range
of administrative services to the Company (including the calculation of the Net
Asset Value).
The registered office of the Company is Card Corporate Service Ltd, Zephyr
House, Mary Street 122, Grand Cayman, Cayman Islands.
2 PRINCIPAL ACCOUNTING POLICIES
(a) Statement of Compliance
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and interpretations adopted
by the International Accounting Standard Board.
(b) Basis of preparation
The financial statements are presented in USD and rounded to the nearest USD.
They are prepared on a fair value basis for financial assets and financial
liabilities at fair value through profit or loss.
The preparation of financial statements in conformity with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and the reported amounts of assets and liabilities,
income and expense. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from the
estimates.
The estimated and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
(c) Foreign currency translation
Transactions in foreign currencies other than the functional
currency are translated at the rate ruling on the dates of the transactions.
Monetary assets and liabilities, denominated in foreign currencies are
re-translated to USD at the rates ruling on the period-end date. Foreign
currency exchange differences arising on translation and realised gains and
losses on disposals or settlements of monetary assets and liabilities are
included in the income statement. Foreign currency exchange differences
relating to financial instruments held-for-trading are included in the realised
and unrealised gains and losses on those investments. All other foreign currency
exchange differences relating to other monetary items, including cash and cash
equivalents, are included in net foreign exchange gain and losses in the income
statement.
(d) Financial instruments
(i) Classification
The Fund designated all its investments into the financial assets at
fair value through profit and loss category.
The category of financial assets and financial liabilities at fair value through
profit and loss comprises:
Financial instruments held-for-trading. These include futures, forward
contracts, options, interest rate swaps and liabilities from short sales of
financial instruments. All derivatives in a net receivable position (positive
fair value), as well as options purchased, are reported as financial assets
held-for-trading. All derivatives in a net payable position (negative fair
value), as well as options written, are reported as financial liabilities
held-for-trading.
Financial instruments designated at fair value through profit and loss upon
initial recognition. These include financial assets that are not held for
trading purposes and which may be sold. These are investments in exchange-traded
debt and equity instruments, unlisted off-shore open-ended investments funds,
unlisted equity instruments and commercial paper.
Financial assets that are classified as loans and receivables include balances
due from brokers, receivables from reverse repurchase agreements and accounts
receivable.
Financial liabilities that are not at fair value through profit and loss include
balances due to brokers, payables under repurchase agreements, accounts payable
and financial liabilities arising on redeemable shares.
(ii) Recognition
The Fund recognises financial assets held for trading on the trade date, being
the date they commit to purchase the instruments. From this date, any gains and
losses arising from changes in fair value of the assets or liabilities are
recorded.
Financial liabilities are not recognised unless one of the parties has performed
or the contract is a derivative contract not exempted from the scope of IAS 39.
(iii) Derecognition
A financial asset is derecognised when the Company no longer has control over
the contractual rights that comprise that asset. This occurs when the rights
are realised, expire or are surrendered.
Assets held-for-trading that are sold are derecognised, and corresponding
receivables from the buyer for the payment are recognised on the trade date,
being the date the Company commits to sell the assets.
A financial liability is derecognised when the obligation specified in the
contract is discharged, cancelled or expired.
The weighted average method is used to determine realised gains and losses on
derecognition.
(iv) Measurement
The financial statements are prepared on a fair value basis for derivative
financial instruments, financial assets and liabilities held for trading, except
those for which a reliable measure of fair value is not available. Other
financial assets and liabilities and non-financial assets and liabilities are
stated at amortised cost.
Valuation
Marketable securities are carried at fair value. The fair value of the
securities is based on their quoted price at the balance sheet date without any
deduction for transactions costs.
If quoted market prices are unavailable or do not, in the opinion of the Board
of Directors, represent probable realisable values, or if the securities are not
listed, the value of the relevant securities is ascertained by the Board
Directors in good faith using valuation methods which they consider fair in the
circumstances including quotes received from brokers and other third party
sources where possible.
Any increase or decreases in carrying values are recognized in the statement of
operations as an unrealised gain or loss.
(v) Gains and losses on subsequent measurement
Gains and losses arising from a change in the fair value of financial
instruments are recognised in the income statement.
(vi) Specific Instruments
Cash and cash equivalents
Cash comprises current deposits with banks, fixed deposits, margin accounts and
bank overdrafts. Cash equivalents are short-term highly liquid investments that
are readily convertible to known amounts of cash, are subject to an
insignificant risk of changes in value, and are held for the purpose of meeting
short-term cash commitments rather than for investment or other purposes.
Forward foreign exchange contracts
Forward foreign exchange contracts are stated at market value, with the
resulting net realised and unrealised gains and losses reflected in the income
statement.
(e) Interest income and expense
Interest income and expense is recognised in the income statement on an accruals
basis.
Interest income includes the amortisation of any discount or premium on zero
coupon bonds, which is taken to income on the basis of yield to redemption, from
the date of purchase.
(f) Miscellaneous income
Miscellaneous income is recognised in the income statement on an accruals
basis.
(g) Formation expenses
Costs and expenses attributable to the establishment of the Company have been
settled in full.
(h) Offsetting
Financial assets and liabilities are offset and the net amount is reported in
the balance sheet when the Company has a legally enforceable right to set off
the recognised amounts and the transactions are intended to be settled on a net
basis or simultaneously, e.g. through a market clearing mechanism.
(i) Amounts due to/from brokers
Amounts due to/from brokers represent security purchases and sales transactions
which are contracted for but not yet delivered at the period end.
(j) Redeemable shares
The Company's general intention is to reinvest the capital received on the sale
of investments. However, the Board may from time to time and in its discretion,
either use the proceeds of sales of investments to meet the Company's expenses
or distribute them to Shareholders. Alternatively, the Board may offer to redeem
Ordinary Shares with such proceeds for Shareholders pro rata to their
shareholding upon not less than 30 calendar days' notice to Shareholders
(subject always to applicable law) or purchase Ordinary Shares pursuant to a
tender offer to repurchase Ordinary Shares at a price not exceeding the last
published Net Asset Value per Share.
3 FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
Financial assets of the Company include investments, cash at banks and with
brokers and debtors, prepaid expenses and accrued income. Financial liabilities
include bank loans and overdrafts, creditors and accrued charges. Accounting
policies for financial assets and liabilities are set out in note 2.
The Company's investment activities expose it to various types of risk that are
associated with the financial instruments and the markets in which it invests.
The most important types of financial risk to which the Company is exposed are
market risk, credit risk and liquidity risk.
Asset allocation is determined by the Company's Investment Manager who manages
the distribution of the assets to achieve the investment objectives. Divergence
from target asset allocations and the composition of the portfolio is monitored
by the Investment Manager.
Market risk
Market risk is the risk that the value of a financial asset will fluctuate as a
result of changes in market prices, whether or not those changes are caused by
factors specific to the individual asset or factors affecting all assets in the
market. The Company will be exposed to market risk on all of its investments,
but in the case of its investments in Listed Companies, such market risk relates
to the Vietnamese market, which is at or near an all-time high, and other
exchanges, if any, where the Company's investments are to be listed.
Furthermore, there is no certainty that the market price of the Ordinary Shares
will fully reflect their underlying net asset value. Shares of closed-end
investment companies frequently trade at a discount to net asset value. This
characteristic of shares of a closed-end investment company is a risk separate
and distinct from the risk that the Net Asset Value may decrease.
The overall market positions are monitored on a regular basis by the investment
manager and the board of Directors.
Currency risk
The Fund may invest in financial instruments and enter into transactions
denominated in currencies other than its functional currency. Consequently, the
Fund is exposed to risks that the exchange rate of its currency relative to
other currencies may change in a manner that has an adverse effect on the value
of that portion of the Fund's assets or liabilities denominated in currencies
other than the USD.
The Company may, however, enter into arrangements to hedge currency risks if
such arrangements become desirable and practicable in the future in the interest
of efficient portfolio management.
Credit Risk
Credit risk is the risk that a counterparty to a financial instrument will fail
to discharge an obligation or commitment that it has entered into with the Fund.
At December 31, 2006, all the liquid assets were invested with highly rated
credit institutions.
Credit risk arising on transactions with brokers relates to transactions
awaiting settlement and cash collateral provided against open contracts. Risk
relating to unsettled transactions is considered small due to the short
settlement period involved.
Liquidity risk
The Fund, a closed-end investment company, will invest in Companies through
listings on the Vietnam Stock Exchange or on other stock exchanges. However, few
companies have listed shares on the Vietnam Stock Exchange and there is no
guarantee that the Vietnam Stock Exchange will provide liquidity for the
Company's investments in Unlisted Companies. The Company may have to resell its
investments in privately negotiated transactions.
The Fund's shares are listed on AIM, a market designed primarily for emerging or
smaller companies to which a higher investment risk tends to be attached than to
larger or more established companies. An investment in shares quoted on AIM may
carry a higher risk than an investment in shares quoted on the Official List of
the United Kingdom Listing Authority. AIM has been in existence since June 1995
but its future success, and any liquidity in the market for the Company's
securities, cannot be guaranteed. An investment in Ordinary Shares may be
difficult to realise.
Interest rate risk
The Fund will be exposed to interest rate risk, due to investment in
fixed interest rate bonds. The prices of these securities are sensitive to
interest rate fluctuations, and unexpected fluctuations in interest rates could
cause the valuations of the fixed interest rate bonds to move in a direction
which was not anticipated.
4 SHARE CAPITAL
The Ordinary Shares have been created pursuant to the Companies Law in the
Cayman Islands. The Company was incorporated with an authorised share capital of
$100,000,000 divided into 100,000,000 Ordinary Shares of $1.00 each. The one
Ordinary Share in issue was transferred to the Investment Manager on 28 April
2006 and purchased by the Company on June 15, 2006 for $1.00 and was immediately
cancelled.
On 6 June 2006, the Board resolved that up to 56,250,000 Ordinary Shares would
be allotted at a placing price of $2.00 per Ordinary Share at, but conditional
upon, Admission. The Ordinary Shares' ISIN number is KYG9361X1043.
Issued and fully paid 31.12.06 30.06.06
Balance at the beginning of the -
period 112,500,000
Issue of shares during the period -
112,500,000
Redemption of shares during the - -
period
Balance at the end of the period
112,500,000 112,500,000
Subject to relevant provisions of Cayman Island's law and the
articles of incorporation, the Company may from time to time by not less than 30
calendar days' notice to the Shareholders redeem all or any portion of the
Shares held by the Shareholders at the redemption price denominated in USD. The
holders are entitled to receive all dividends declared and paid by the Company.
5 INTEREST INCOME (in USD)
31.12.06 30.06.06
Interest Income arising from:
Bank Interest Income 2,346,729 358,563
Interest on Bonds 489,145
---------------- ------------
2,835,874 358,563
6 RELATED PARTY TRANSACTIONS
Investment Management fees
The Manager is entitled to an investment management fee of 2% per
annum on the monthly net assets under management. The fee is payable monthly and
in advance and is calculated by reference to the NAV at the end of the preceding
month.
The charges for the period for the Investment Management fee were
USD 1,086,599.
The Company will pay to the Investment Manager a performance bonus
each year at the rate of 20% of the annual increase in Net Asset Value over the
higher of an annualised hurdle rate of 5% and a 'high water mark' requirement.
A performance fee of USD 1,273,399 was accrued.
Directors' fees and expenses
The Board will determine the fees payable to each Director, subject to a maximum
aggregate amount of $350,000 per annum being paid to the Board as a whole. The
Company will also pay reasonable expenses incurred by the Directors in the
conduct of the Company's business including travel and other expenses. The
Company will pay for directors and officers liability insurance coverage.
The charges for the period for the Directors fees were USD 126,333 and
Director's expenses were USD 75,000.
7 CUSTODIAN FEES
The custodian will receive a fee of 0,26% per annum of the value of
the assets held by it. The custodian will also charge fees for transactions and
are entitled to charge their out-of-pocket and any third party expenses.
The charges for the period for the Custodian fees were USD 143,086.
8 ADMINISTRATION AND ACCOUNTING FEES
The Administrator will receive a fee of 0.1% per annum calculated on
the basis of the net assets of the Company during the last half year, with the
fee payable at the end of each half year, subject to an annual minimum amount of
100.000 USD per annum.
The charges for the period for the Administration and Accounting
fees were USD 55,033.
9 ADVISORY COUNCIL
The Advisory Council has been established to advise the Investment
Manager and is comprised of business leaders, existing and former senior
government officials and leading investment professionals. The Advisory
Council provides the Investment Manager with strategic and transaction specific
advice and input into policy discussions and also serves as an intermediary
between the Investment Manager, on behalf of the Company, and domestic
investment targets.
The annual Advisory Council fee is estimated to be USD 150,000. The
charges for the period were USD 75,000.
10 CONTROLLING PARTY
The Directors are not aware of any ultimate controlling party as at
31 December 2006.
11 FAIR VALUE INFORMATION
For certain of the Company's financial instruments not carried at
fair value, such as cash and cash equivalents, debtors, prepaid expenses and
accrued income and creditors and accrued charges, the carrying amounts
approximate fair value due to the immediate or short term nature of these
financial instruments.
Other financial instruments are measured at fair value on the
statement of the net assets attributable to holders of redeemable shares.
Fair value estimates are made at a specific point in time, based on
market conditions and information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgement and therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
This information is provided by RNS
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