CONTENTS
Objectives
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1 |
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Management
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1 |
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Forward-Looking
Statements |
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Market
Information |
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2 |
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Highlights
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3 |
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Chairmans
Statement |
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4 |
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Investment
Advisors Report |
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5 |
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Top Ten Holdings
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Investment
Portfolio |
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9 |
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Statement of
Assets and Liabilities |
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11 |
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Statement of
Operations |
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12 |
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Statement of
Changes in Net Assets |
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13 |
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Financial
Highlights |
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14 |
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Notes to
Financial Statements |
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15 |
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Report of
Independent Registered Public Accounting Firm |
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20 |
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Results of the
Annual Stockholders Meeting |
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21 |
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Other
Information |
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21 |
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Approval of
Investment Advisory Contract |
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22 |
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Fund Management
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23 |
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Dividend
Reinvestment and Cash Purchase Plan |
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26 |
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Directors and
Administration |
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27 |
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OBJECTIVES
JF China Region Fund, Inc. (the ‘Fund) seeks to
achieve long-term capital appreciation through investments primarily in equity securities of companies with substantial assets in, or revenues derived
from, the Peoples Republic of China (‘China), Hong Kong, Taiwan and Macau collectively, the ‘China
Region.
The Fund provides investors with an opportunity to
participate in the growing economies of the China Region where the economies of China, Hong Kong, Taiwan and Macau have become increasingly linked over
recent years. Hong Kong enterprises have made substantial investments in China, particularly where labor and land prices are lower than in Hong Kong.
Similarly, many Chinese companies have Hong Kong based subsidiaries with securities listed on the Hong Kong Stock Exchange. More recently, A-Shares,
which are listed in China, have become available for acquisition by institutional investors including the Fund (indirectly). Many Taiwan enterprises
also have operations in China.
The Fund invests to take advantage of the many
opportunities that result from this linkage among the markets of the China Region.
MANAGEMENT
JF International Management Inc. (‘JFIMI) is
the investment management company appointed to advise and manage the Funds portfolio (the ‘Investment Advisor). JFIMI is part of
JPMorgan Chase & Co. (‘JPMC), one of the worlds premier financial services institutions. In asset management, JPMC operates
globally under the name of J.P. Morgan Asset Management (‘JPMAM), although in Asia it also uses the sub-brand JF Asset Management. Funds
under management for the global asset management business of JPMAM were US$1.2 trillion as of December 31, 2009.
The day-to-day management of the Funds portfolio is
handled by JPMAMs Greater China investment team based in Hong Kong and led by Howard Wang.
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 1
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements
within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements regarding the goals, beliefs,
plans or current expectations of the Fund and JFIMI and their respective representatives, taking into account the information currently available to
them. Forward-looking statements include all statements that do not relate solely to current or historical fact. For example, forward-looking
statements include the use of words such as anticipate, estimate, intend, expect, believe,
plan, may, should, would, or other words that convey uncertainty of future events or outcomes.
Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or
achievements of the Fund to be materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements. Factors that could materially and negatively affect the results, performance or achievements of the Fund include changes in economic,
political, legal and regulatory conditions in the China Region and elsewhere, changes in interest and exchange rates and related policies and other
risks. When evaluating the information included in this report, you are cautioned not to place undue reliance on these forward-looking statements,
which reflect the judgment of the Fund, JFIMI or its respective representatives only as of the date hereof. The Fund, JFIMI and their respective
representatives undertake no obligation to publicly revise or update these forward-looking statements to reflect events and circumstances that arise
after the date hereof.
MARKET INFORMATION
The Fund is listed on the New York Stock Exchange (symbol
JFC). The share price is published in
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The Wall Street Journal (daily online at
www.WSJ.com/Free) |
The estimated net asset value is published
in
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The Wall Street Journal under Closed-End Funds (every
Saturday) |
2 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
HIGHLIGHTS (unaudited)
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DECEMBER 31, 2009 US$ (Audited)
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DECEMBER 31, 2008 US$ (Audited)
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Net
Assets |
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$ |
98.5 |
million |
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$ |
61.3 |
million |
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Net Asset
Value Per Share |
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$ |
15.2 |
7 |
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$ |
9.5 |
0 |
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Market
Data |
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Share Price
on the New York Stock Exchange |
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$ |
13.7 |
8 |
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$ |
8.7 |
7 |
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Discount to
Net Asset Value |
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9.8 |
% |
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7.6 |
% |
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Total Return for the Year Ended December 31, 2009 |
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Net Asset
Value |
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61.4 |
% |
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Share
Price |
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57.8 |
% |
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JFC Benchmark
Index* |
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67.1 |
% |
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MSCI Hong
Kong Index (Total) |
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60.1 |
% |
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MSCI China
Index (Total) |
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62.6 |
% |
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MSCI Taiwan
Index (Total) |
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80.2 |
% |
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Net Asset Value and Share Price vs. Benchmark Index
* |
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JFC Benchmark Index: MSCI Golden Dragon Index (Total). The MSCI
Golden Dragon Index (Total) is comprised of 24.1% of the MSCI Hong Kong Index (Total), 42.7% of the MSCI China Index (Total) and 33.2% of the MSCI
Taiwan Index (Total). |
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Prior to March 2001, 25% Taiwan Weighted Index, 20% BNP Paribas
China Index, 50% MSCI Hong Kong, 5% HSBC; Prior to March 1999, 60% Hong Kong All Ordinaries, 30% Credit Lyonnais Securities Asia All China B Index,
10% Taiwan Weighted Index. Prior to January 1997, Peregrine Greater China Index. |
** |
|
Commencement of operations. |
Source: J.P. Morgan Asset Management.
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 3
CHAIRMANS STATEMENT
DECEMBER 31,
2009
Dear Fellow Stockholder,
Performance
The year to December 31, 2009 witnessed a strong recovery
in the Greater China equity markets against a backdrop of improving economic conditions globally. It is pleasing to report that the Fund achieved a
positive net asset value (‘NAV) return of 61.4% during the year, compared to the return of the Funds benchmark, the MSCI Golden
Dragon Index, which gained 67.1% over the same period. During the year, the Funds share price return was lower than the NAV return at 57.8%,
reflecting a widening of the discount from 7.6% to 9.8%.
The Funds underperformance was primarily attributable
to the portfolios cash allocation in the first half of 2009, where the Investment Advisors cautious approach (amidst concerns over
volatility) was punished by a better than expected recovery. Stock selection in Hong Kong and an underweight position in Taiwan equities, which also
performed better than expected, further detracted from performance.
Dividend
On December 15, 2009 the Fund paid a cash dividend of
$0.06188 per share, representing payment of the Funds 2008 spillback distribution pursuant to Section 855 of the Internal Revenue
Code.
Outlook
The Greater China Region has played an integral role in the
recovery from the global economic fallout. China, in particular has been a key driving force behind the recovery, with the Governments large
scale stimulus policies proving successful to date. The Board remains confident that the Greater China Region continues to offer excellent growth
opportunities and expects to see continued strength in the Greater China equity markets through 2010. That said, our manager believes that volatility
is set to continue as countries, such as China, will seek to exit from their stimulus programs as a proactive measure to stave off any potential asset
bubbles or inflation.
Corporate Governance
I would like to assure stockholders that your Board of
Directors takes its corporate governance responsibilities in a highly responsible manner and adheres to not only the latest regulatory measures, but
industry best practices. Audit, Nomination and Management Engagement Committees meet regularly or as required. Your Board is fully independent with the
exception of a representative from the managers. A discount monitoring process regularly reviews the Funds discount on an absolute basis and
relative to its peers.
Investment Manager
The Management Engagement Committee has responsibility for
overseeing the performance of the Funds manager and considering the annual renewal of its contract to provide services to the Fund. This
Committee has registered concern that Fund performance could be improved and with this in mind, while renewing the managers contract in November
2009 for another annual term, the Board also determined to carry out a survey of specialized managers of funds in the Greater China Region to identify
the leaders in this sector. A number of managers, including J.P. Morgan Asset Management, have been invited to submit proposals as to how the Fund
could be re-positioned for more effective investment results and the Committee and the full Board will be reviewing this matter, and I will be
reporting to stockholders in due course.
The Rt. Hon. The Earl of Cromer
Chairman
For more information please refer to the Funds
website at www.jfchinaregion.com
4 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
INVESTMENT ADVISORS REPORT
In the 12 months ended December 31, 2009, the Fund produced
a total return on net assets of +61.4% against a benchmark return of +67.1%. Allocation to cash was the largest detractor to performance, whilst stock
selection in Hong Kong and an underweight position in Taiwan equities, which performed well throughout the year on the back of a stronger than expected
recovery, also had a negative impact. The largest contributor to performance was stock selection in Chinese equities.
China
Chinese equities performed strongly in the first quarter of
2009, supported by optimism triggered by falling interest rates and expectations of the large-scale stimulus packages announced showing first signs of
traction. The rally continued into the second quarter of 2009, driven by a rise in global equities against a backdrop of increased risk appetite amid
the low interest rate environments globally. Liquidity and a weak US dollar led to reflationary expectations and despite capital raising activities,
property stocks were well supported on the back of strong transaction volumes, stabilized property prices and increasing land
acquisitions.
Whilst the rally continued into the third quarter of 2009
alongside the global markets, there was a temporary pull back caused by a panic sell-off in domestic A-Share markets. This reflected concerns over
policy tightening due to much lower loan growth in July and August, relatively stagnant property sales during the summer, and the
governments suspension of capacity expansion for selective industries.
In the fourth quarter of 2009, apprehension surrounding the
suspension/normalization of selective stimulus measures for the property sector remained minimal. IPO/placement activities were buoyant despite mixed
results on first-day performance, reflecting plenty of liquidity and a return to risk appetite in the market for 2010. Chinas economic data
continued to improve through November, nonetheless, with limited signs of export recovery.
Market Outlook
We expect continued strength in global equity markets but
paired with higher volatility as the likes of China begin exits from the extraordinary stimulus programs in a proactive move to head off asset bubbles
and inflation. Chinese officials have set the tone to maintain the continuity and stability of Chinas macro-economic policy for 2010, with an
increasing focus on domestic consumption growth. Nonetheless, should export recovery become more visible, there would be an increasing probability of
overheating for China. While we expect the government stimulus or preferential policies should normalize gradually, it would be too early for an
overall exit or tightening ahead of a sustainable export recovery. Longer term, we believe the re-balance of Chinas
economic growth towards consumption remains unchanged while Fixed Asset Investment growth could peak in the first half of 2010 given the
governments increasing prudence on new investment projects.
Hong Kong
In the first quarter of 2009, worsening economic data both
in the US and mainland China weighed on the Hong Kong equities market, with the Hang Seng Index almost reaching its October 2008 low on March, 9th
before staging a sharp 20% rally to end the quarter. Corporate results were on average slightly behind expectations. In particular, property
companies earnings were adversely affected by booking delays but write-downs due to property revaluations were largely within
expectations.
Contrary to the previous 6 months, the second quarter of
2009 witnessed one of the strongest rallies in the Hong Kong market on record with the Hang Seng Index
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 5
INVESTMENT ADVISORS REPORT
(continued)
up 37.7%, building on top of the march-end rally. The
primary driver for this rally was a recovery in risk appetite on the back of capital inflows into Hong Kong due to loose global monetary conditions
coupled with reinforced confidence in the strength of the economic recovery in China.
In the third quarter of 2009, the Hang Seng Index was up
14.8%, despite worries over credit tightening in China. Physical property residential sales and volumes continued to show strength, including some
record-setting transactions, and even the hardest-hit office rental segment also began to show signs of a turnaround.
After a strong start to the fourth quarter of 2009, the
Hong Kong market retreated owing to concerns over tightening monetary policy in China and a strengthening US dollar. There was also a brief pullback
owing to the news surrounding Dubai World that proved to be temporary. The Hong Kong Monetary Authority furthermore proposed measures aimed at slowing
down sharply rising property prices. However, the overall liquidity situation should continue to prevail over any administrative measures or
company-specific developments. Whilst the GDP figures for the third quarter of 2009 came in lower than expected due to weakness in merchandise trade,
there were continuing signs of a domestic rebound in the real economy.
Hong Kong
Hong Kong equities remain beholden to the continued
economic growth in China coupled with the supportive liquidity situation overseas, most importantly the US. On both of those fronts, we believe that
policy direction and economic momentum will not reverse prematurely. We are expecting greater volatility but our positive stance remains. Both the
Chinese government and those around the world are wary of prematurely exiting from their stimulus stance.
Taiwan
The trend for Taiwanese equities reversed in the first
quarter of 2009, as it became the best performing Asian market despite the still uncertain economic backdrop. The rally was mainly driven by retail
participants given the large repatriation of capital into Taiwan amidst global uncertainty. The rally was also backed by an improved revenue outlook
and company restocking after overly aggressive order cuts in late 2008.
The Taiwan market continued on this trend in the second
quarter of 2009 closing up 23.4% quarter on quarter, fueled primarily by continuing technology demand and further momentum on improving cross-straits
relations.
In the third quarter of 2009, the technology sector
outperformed aided by strong second quarter earnings reports and positive third quarter guidance, backed by generally improving economic data. The main
setback for the quarter was in August, in part due to weakness in the Chinese markets, but also due to the public relations disaster caused by the
Governments slow response to damage from Typhoon Morakot.
After a slow start to the fourth quarter of 2009, the
Taiwanese Taiex Index moved up in November and December to close at a year-high of 8,188, +9% quarter on quarter. This was as a result of major merger
and acquisition announcements within technology, strong IT demand and improved cross-strait relations with China. Technology outperformed in the fourth
quarter of 2009, especially the opto-electronic (TFT/LED) and components sectors. End demand for technology held up well in the second half of 2009
with robust sales for the holiday seasons in the US and China. GDP growth in the fourth quarter was better than market expectations, mainly due to
consumption recovery and better export performance.
6 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
Market Outlook
The robust demand for technology products in the second
half of 2009 is likely to be extended into the first quarter of 2010 driven by Chinese New Year demand. Technology inventories continue to remain
generally healthy. Further cross-strait relations, potential investments by QDII (‘Qualified Domestic Institutional Investors) funds into
the Taiwan market, the release of the second list of permissible investments from Chinese capital and the start of negotiations on the ECFA
(‘Economic Cooperation Framework Agreement) could drum up interest. Local liquidity remains abundant driven by low interest rates and
strong money supply growth. However, some profit taking is likely, especially in technology stocks that had outperformed strongly in 2009. Sector
rotation is likely to be a common theme for the first quarter of 2010. Whilst an interest rate hike is not likely to happen in the first half of 2010,
concerns of a hike in the second half of 2010 could hold back the market.
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 7
TOP TEN HOLDINGS
AT DECEMBER 31,
2009
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|
% OF NET ASSETS
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China Life
Insurance Co., Ltd. ‘H offers a wide range of life, accident and health insurance products and services. |
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4.7 |
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China
Construction Bank Corp. ‘H provides a complete range of banking services and other financial services to individual and corporate
customers. The Banks services include retail banking, international settlement, project finance and credit card services. |
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4.6 |
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Industrial
& Commercial Bank of China ‘H provides a broad range of personal and corporate commercial banking services all over China. The
Banks businesses include deposit, loan, credit card, fund underwriting and trust, and foreign currency settlement and trading. |
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4.5 |
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Taiwan
Semiconductor Manufacturing Co., Ltd. (TSMC) manufactures and markets integrated circuits. The Company provides the following
services: wafer manufacturing, wafer probing, assembly and testing, mask production and design services. The Companys integrated circuits are
used in computer, communication, consumer electronics, automotive and industrial equipment industries. |
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4.4 |
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China Mobile,
Ltd. through its subsidiaries, provides cellular telecommunications services in the Peoples Republic of China and Hong
Kong. |
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4.4 |
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HON HAI
Precision Industry Co., Ltd. manufactures and markets personal computer (‘PC) connectors and cable assemblies used in desktop PCs
and PC servers. |
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4.1 |
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CNOOC,
Ltd. through its subsidiaries, explores, develops, produces, and sells crude oil and natural gas. |
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3.6 |
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Bank of
China, Ltd. ‘H provides a complete range of banking and other financial services to individual and corporation customers worldwide.
The Banks services include retail banking, Great Wall credit card and debit card services, consumer credit, foreign currency transaction,
corporate banking, settlement and clearing, investment banking, and fund management businesses. |
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3.5 |
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China Shenhua
Energy Co., Ltd. ‘H is an integrated coal-based energy company focusing on the coal and power businesses in China. The Company also
owns and operates an integrated coal transportation network consisting of dedicated rail lines and port facilities. |
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3.0 |
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Tencent
Holdings, Ltd. provides internet, mobile, and telecommunication value-added services in China. The Company has an instant messaging community in
China. Tencent also provides online advertising services. |
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|
3.0 |
8 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
INVESTMENT PORTFOLIO
AT DECEMBER 31,
2009
DESCRIPTION
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HOLDINGS (IN SHARES)
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MARKET VALUE (IN US$)
|
COMMON STOCK (unless otherwise noted) |
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CHINA (39.0%) |
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|
|
Commercial Banks (12.7%) |
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|
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Bank of
China, Ltd. ‘H |
|
|
|
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6,396,000 |
|
|
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3,464,699 |
|
China
Construction Bank Corp. ‘H |
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|
|
|
5,269,000 |
|
|
|
4,532,751 |
|
Industrial
& Commercial Bank of China ‘H |
|
|
|
|
5,375,000 |
|
|
|
4,464,493 |
|
|
|
|
|
|
|
|
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12,461,943 |
|
Construction Materials (0.9%) |
|
|
|
BBMG Corp.
‘H (a) |
|
|
|
|
192,500 |
|
|
|
210,788 |
|
China
National Building Material Co., Ltd. ‘H |
|
|
|
|
346,000 |
|
|
|
716,687 |
|
|
|
|
|
|
|
|
|
|
927,475 |
|
Energy Equipment & Services (0.9%) |
|
|
|
China
Oilfield Services, Ltd. ‘H |
|
|
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|
770,000 |
|
|
|
923,595 |
|
Food Products (3.1%) |
|
|
|
Ausnutria
Dairy Corp., Ltd. (a) |
|
|
|
|
639,000 |
|
|
|
529,931 |
|
China Yurun
Food Group, Ltd. |
|
|
|
|
421,000 |
|
|
|
1,248,872 |
|
Tingyi Cayman
Islands Holding Corp. |
|
|
|
|
508,000 |
|
|
|
1,257,977 |
|
|
|
|
|
|
|
|
|
|
3,036,780 |
|
Insurance (6.2%) |
|
|
|
China Life
Insurance Co., Ltd. ‘H |
|
|
|
|
944,000 |
|
|
|
4,669,229 |
|
Ping An
Insurance Group Co. of China, Ltd. ‘H |
|
|
|
|
170,000 |
|
|
|
1,490,959 |
|
|
|
|
|
|
|
|
|
|
6,160,188 |
|
Internet Software & Services (3.0%) |
|
|
|
Tencent
Holdings, Ltd. |
|
|
|
|
134,700 |
|
|
|
2,927,354 |
|
Machinery (0.6%) |
|
|
|
Sany Heavy
Equipment International Holdings Co., Ltd. (a) |
|
|
|
|
436,000 |
|
|
|
551,650 |
|
Marine (0.9%) |
|
|
|
China
Shipping Development Co., Ltd. ‘H |
|
|
|
|
592,000 |
|
|
|
890,283 |
|
Metals & Mining (2.5%) |
|
|
|
Aluminum Corp
of China, Ltd. ‘H (a) |
|
|
|
|
326,000 |
|
|
|
359,494 |
|
Jiangxi
Copper Co., Ltd. ‘H |
|
|
|
|
540,000 |
|
|
|
1,278,717 |
|
Maanshan Iron
& Steel Co., Ltd. ‘H (a) |
|
|
|
|
1,178,000 |
|
|
|
862,981 |
|
|
|
|
|
|
|
|
|
|
2,501,192 |
|
Multiline Retail (0.9%) |
|
|
|
Parkson
Retail Group, Ltd. |
|
|
|
|
527,500 |
|
|
|
930,714 |
|
Oil, Gas & Consumable Fuels (4.8%) |
|
|
|
China
Petroleum & Chemical Corp. ‘H |
|
|
|
|
1,914,000 |
|
|
|
1,705,799 |
|
China Shenhua
Energy Co., Ltd. ‘H |
|
|
|
|
608,000 |
|
|
|
2,979,854 |
|
|
|
|
|
|
|
|
|
|
4,685,653 |
|
Real Estate Management & Development (1.7%) |
China Vanke
Co., Ltd. ‘B |
|
|
|
|
956,600 |
|
|
|
1,200,469 |
|
Longfor
Properties Co., Ltd. (a) |
|
|
|
|
416,500 |
|
|
|
470,036 |
|
|
|
|
|
|
|
|
|
|
1,670,505 |
|
Textiles, Apparel & Luxury Goods (0.8%) |
|
|
|
Li Ning Co.,
Ltd. |
|
|
|
|
200,000 |
|
|
|
760,956 |
|
TOTAL
CHINA |
|
|
|
|
|
|
|
|
38,428,288 |
|
HONG KONG (30.6%) |
|
|
|
Automobiles (0.3%) |
|
|
|
Brilliance
China Automotive Holdings, Ltd. (a) |
|
|
|
|
1,084,000 |
|
|
|
306,183 |
|
Commercial Banks (1.9%) |
|
|
|
BOC Hong Kong
Holdings, Ltd. |
|
|
|
|
321,500 |
|
|
|
729,796 |
|
Hang Seng
Bank, Ltd. |
|
|
|
|
46,600 |
|
|
|
689,378 |
|
Industrial
& Commercial Bank of China Asia, Ltd. |
|
|
|
|
226,532 |
|
|
|
493,769 |
|
|
|
|
|
|
|
|
|
|
1,912,943 |
|
Construction Materials (0.4%) |
|
|
|
China
Resources Cement Holdings, Ltd. (a) |
|
|
|
|
696,000 |
|
|
|
345,603 |
|
Distributors (1.0%) |
|
|
|
Li &
Fung, Ltd. |
|
|
|
|
244,000 |
|
|
|
1,014,910 |
|
Diversified Financial Services (1.6%) |
|
|
|
Hong Kong
Exchanges and Clearing, Ltd. |
|
|
|
|
87,300 |
|
|
|
1,569,585 |
|
Gas Utilities (0.5%) |
|
|
|
China
Resources Gas Group, Ltd. |
|
|
|
|
358,000 |
|
|
|
526,376 |
|
Independent Power Producers & Energy Traders (0.3%) |
China
Resources Power Holdings Co., Ltd. |
|
|
|
|
132,000 |
|
|
|
262,863 |
|
Industrial Conglomerates (4.1%) |
|
|
|
Hutchison
Whampoa, Ltd. |
|
|
|
|
216,000 |
|
|
|
1,487,657 |
|
Jardine
Matheson Holdings, Ltd. |
|
|
|
|
31,600 |
|
|
|
953,688 |
|
Poly Hong
Kong Investment, Ltd. |
|
|
|
|
913,000 |
|
|
|
1,144,577 |
|
Shanghai
Industrial Holdings, Ltd. |
|
|
|
|
95,000 |
|
|
|
485,819 |
|
|
|
|
|
|
|
|
|
|
4,071,741 |
|
SEE ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS.
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 9
INVESTMENT PORTFOLIO
AT DECEMBER 31, 2009
(continued)
DESCRIPTION
|
|
|
|
HOLDINGS (IN SHARES)
|
|
MARKET VALUE (IN US$)
|
COMMON
STOCKS continued |
|
|
|
|
|
|
|
|
|
|
Marine (0.7%) |
|
|
|
Orient
Overseas International, Ltd. |
|
|
|
|
146,000 |
|
|
|
683,545 |
|
Oil, Gas & Consumable Fuels (3.6%) |
|
|
|
CNOOC,
Ltd. |
|
|
|
|
2,236,000 |
|
|
|
3,518,353 |
|
Real Estate Management & Development (11.8%) |
Cheung Kong
Holdings, Ltd. |
|
|
|
|
173,000 |
|
|
|
2,237,973 |
|
China
Overseas Land & Investment, Ltd. |
|
|
|
|
360,000 |
|
|
|
761,472 |
|
China
Resources Land, Ltd. |
|
|
|
|
504,000 |
|
|
|
1,146,666 |
|
Hang Lung
Properties, Ltd. |
|
|
|
|
402,000 |
|
|
|
1,586,556 |
|
Kerry
Properties, Ltd. |
|
|
|
|
238,500 |
|
|
|
1,215,048 |
|
Sun Hung Kai
Properties, Ltd. |
|
|
|
|
174,000 |
|
|
|
2,609,977 |
|
Wharf
Holdings, Ltd. |
|
|
|
|
360,000 |
|
|
|
2,077,798 |
|
|
|
|
|
|
|
|
|
|
11,635,490 |
|
Wireless Telecommunication Services (4.4%) |
|
|
|
China Mobile,
Ltd. |
|
|
|
|
457,000 |
|
|
|
4,293,916 |
|
TOTAL HONG
KONG |
|
|
|
|
|
|
|
|
30,141,508 |
|
MACAU (0.8%) |
|
|
|
Hotels, Restaurants & Leisure (0.8%) |
|
|
|
Sands China,
Ltd. (a) |
|
|
|
|
624,400 |
|
|
|
761,836 |
|
TAIWAN (29.3%) |
|
|
|
Capital Markets (0.9%) |
|
|
|
KGI
Securities Co., Ltd. |
|
|
|
|
1,418,000 |
|
|
|
842,333 |
|
Chemicals (2.9%) |
|
|
|
Formosa
Plastics Corp. |
|
|
|
|
899,110 |
|
|
|
1,891,827 |
|
Taiwan
Fertilizer Co., Ltd. |
|
|
|
|
267,000 |
|
|
|
951,634 |
|
|
|
|
|
|
|
|
|
|
2,843,461 |
|
Commercial Banks (0.7%) |
|
|
|
Taishin
Financial Holdings Co., Ltd. (a) |
|
|
|
|
1,816,000 |
|
|
|
715,385 |
|
Computers & Peripherals (3.1%) |
|
|
|
Acer,
Inc. |
|
|
|
|
542,630 |
|
|
|
1,632,047 |
|
Compal
Electronics, Inc. |
|
|
|
|
1,037,000 |
|
|
|
1,437,891 |
|
|
|
|
|
|
|
|
|
|
3,069,938 |
|
Diversified Financial Services (1.7%) |
|
|
|
Fubon
Financial Holding Co., Ltd. (a) |
|
|
|
|
1,373,000 |
|
|
|
1,687,007 |
|
Electrical Equipment (0.6%) |
|
|
|
Silitech
Technology Corp. |
|
|
|
|
173,000 |
|
|
|
622,010 |
|
Electronic Equipment, Instruments & Components (6.8%) |
Chi Mei
Optoelectronics Corp. (a) |
|
|
|
|
2,135,000 |
|
|
|
1,501,876 |
|
Electronic Equipment, Instruments & Components continued |
HON HAI
Precision Industry Co., Ltd. |
|
|
|
|
842,716 |
|
|
|
3,991,605 |
|
Largan
Precision Co., Ltd. |
|
|
|
|
52,700 |
|
|
|
693,659 |
|
Nan Ya
Printed Circuit Board Corp. |
|
|
|
|
88,000 |
|
|
|
337,033 |
|
Sintek
Photronic Corp. (a) |
|
|
|
|
207,000 |
|
|
|
182,504 |
|
|
|
|
|
|
|
|
|
|
6,706,677 |
|
Industrial Conglomerates (0.9%) |
|
|
|
Far Eastern
New Century Corp. |
|
|
|
|
744,140 |
|
|
|
930,611 |
|
Insurance (1.1%) |
|
|
|
Shin Kong
Financial Holding Co., Ltd. (a) |
|
|
|
|
2,515,318 |
|
|
|
1,045,919 |
|
Semiconductors & Semiconductor Equipment (10.6%) |
Advanced
Semiconductor Engineering, Inc. |
|
|
|
|
1,267,000 |
|
|
|
1,142,815 |
|
Macronix
International |
|
|
|
|
481,000 |
|
|
|
275,201 |
|
MediaTek,
Inc. |
|
|
|
|
120,638 |
|
|
|
2,104,612 |
|
Powertech
Technology, Inc. |
|
|
|
|
135,000 |
|
|
|
457,949 |
|
Richtek
Technology Corp. |
|
|
|
|
66,300 |
|
|
|
677,821 |
|
Taiwan
Semiconductor Manufacturing Co., Ltd. |
|
|
|
|
2,168,057 |
|
|
|
4,372,039 |
|
United
Microelectronics Corp. (a) |
|
|
|
|
2,545,000 |
|
|
|
1,368,579 |
|
|
|
|
|
|
|
|
|
|
10,399,016 |
|
TOTAL
TAIWAN |
|
|
|
|
|
|
|
|
28,862,357 |
|
TOTAL INVESTMENTS (99.7% of Net Assets) (Cost $78,298,803) |
|
98,193,989 |
|
Other assets in excess of liabilities (0.3% of Net Assets) |
|
263,241 |
|
NET ASSETS (100.0%) |
|
98,457,230 |
|
As
of December 31, 2009, aggregate cost for Federal income tax purposes was $82,756,470. The aggregate unrealized gain for all securities is as
follows |
Excess of
market value over cost |
|
|
|
|
|
|
|
|
17,536,786 |
|
Excess of
cost over market value |
|
|
|
|
|
|
|
|
(2,099,267 |
) |
Net
unrealized gain |
|
|
|
|
|
|
|
|
15,437,519 |
|
NOTES TO INVESTMENT PORTFOLIO:
(a) |
|
Non-income producing security. |
B |
|
Chinese security traded on Shenzhen Stock Exchange
or Shanghai
Stock Exchange. |
|
|
|
H |
|
Chinese security traded on Hong Kong Stock Exchange. |
SEE ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS.
10 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
STATEMENT OF ASSETS AND LIABILITIES
AT DECEMBER 31,
2009
|
|
|
|
(in US$)
|
ASSETS: |
|
|
|
|
|
|
Investments
in non-affiliates, at value (cost $78,298,803) |
|
|
|
|
98,193,989 |
|
Cash
(including foreign currencies with a cost of $373,858 and value of $374,004) |
|
|
|
|
431,426 |
|
Receivable
for securities sold |
|
|
|
|
188,967 |
|
Total
Assets |
|
|
|
|
98,814,382 |
|
|
|
|
|
|
|
|
LIABILITIES: |
|
|
|
|
|
|
Payables |
|
|
|
|
|
|
Payable for
securities purchased |
|
|
|
|
123,548 |
|
Accrued
liabilities |
|
|
|
|
|
|
Investment
advisory fees |
|
|
|
|
90,751 |
|
Directors fees and expenses |
|
|
|
|
47,797 |
|
Custodian and
accounting fees |
|
|
|
|
7,842 |
|
Administration fees |
|
|
|
|
19,546 |
|
Other |
|
|
|
|
67,668 |
|
Total
Liabilities |
|
|
|
|
357,152 |
|
Net
Assets |
|
|
|
|
98,457,230 |
|
|
|
|
|
|
|
|
Net assets
consist of: |
|
|
|
|
|
|
Common stock,
$0.01 par value (100,000,000 shares authorized; 6,447,637 shares issued and outstanding) |
|
|
|
|
64,476 |
|
Paid-in
capital |
|
|
|
|
98,994,145 |
|
Undistributed
net investment income |
|
|
|
|
126,329 |
|
Accumulated
realized loss on investments and foreign currency transactions |
|
|
|
|
(20,623,052 |
) |
Accumulated
net unrealized appreciation on investments, foreign currency holdings, and other assets and liabilities denominated in foreign
currencies |
|
|
|
|
19,895,332 |
|
Net
Assets |
|
|
|
|
98,457,230 |
|
Net Asset
Value Per Share ($98,457,230 ÷ 6,447,637) |
|
|
|
|
15.27 |
|
SEE ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS.
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 11
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31,
2009
|
|
|
|
(in US$)
|
INVESTMENT
INCOME: |
|
|
|
|
|
|
Dividends
from non-affiliates (net of foreign withholding tax of $204,958) |
|
|
|
|
1,832,320 |
|
Interest
income from affiliates |
|
|
|
|
558 |
|
Total
Investment Income |
|
|
|
|
1,832,878 |
|
|
|
|
|
|
|
|
EXPENSES: |
|
|
|
|
|
|
Investment
advisory fees |
|
|
|
|
792,593 |
|
Directors fees and expenses |
|
|
|
|
272,483 |
|
Custodian and
accounting fees |
|
|
|
|
191,351 |
|
Administration fees |
|
|
|
|
87,500 |
|
Insurance
fees |
|
|
|
|
44,665 |
|
Shareholder
service fees |
|
|
|
|
46,204 |
|
Shareholder
report fees |
|
|
|
|
35,445 |
|
Audit
fees |
|
|
|
|
60,492 |
|
Legal
fees |
|
|
|
|
109,190 |
|
NYSE listing
fee |
|
|
|
|
24,882 |
|
Other
expenses |
|
|
|
|
20,271 |
|
Total
Expenses |
|
|
|
|
1,685,076 |
|
Net
Investment Income |
|
|
|
|
147,802 |
|
|
|
|
|
|
|
|
REALIZED
AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY HOLDINGS AND OTHER ASSETS AND LIABILITIES DENOMINATED IN FOREIGN
CURRENCIES: |
|
|
|
|
|
|
Net realized
loss |
|
|
|
|
|
|
Investments
in non-affiliates |
|
|
|
|
(6,390,819 |
) |
Foreign
currency transactions |
|
|
|
|
(16,238 |
) |
Net realized
loss |
|
|
|
|
(6,407,057 |
) |
Net change in
unrealized appreciation/depreciation |
|
|
|
|
|
|
Investments
in non-affiliates |
|
|
|
|
43,858,628 |
|
Foreign
currency translations |
|
|
|
|
286 |
|
Change in net
unrealized appreciation/depreciation |
|
|
|
|
43,858,914 |
|
Net
realized and unrealized gain on investments, foreign currency holdings and other assets and liabilities denominated in foreign
currencies |
|
|
|
|
37,451,857 |
|
Net
increase in net assets resulting from operations |
|
|
|
|
37,599,659 |
|
SEE ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS.
12 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIODS
INDICATED
|
|
|
|
Year Ended December 31, 2009 (in US$)
|
|
Year Ended December 31,2008 (in US$)
|
INCREASE
IN NET ASSETS: |
|
|
|
|
|
|
|
|
|
|
Operations |
|
|
|
|
|
|
|
|
|
|
Net
investment income |
|
|
|
|
147,802 |
|
|
|
948,551 |
|
Net realized
loss on investment transactions |
|
|
|
|
(6,407,057 |
) |
|
|
(11,886,315 |
) |
Net change in
unrealized appreciation (depreciation) on investments, foreign currency holdings and other assets and liabilities denominated in foreign
currencies |
|
|
|
|
43,858,914 |
|
|
|
(59,978,319 |
) |
Net increase
(decrease) in net assets resulting from operations |
|
|
|
|
37,599,659 |
|
|
|
(70,916,083 |
) |
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO STOCKHOLDERS: |
|
|
|
|
|
|
|
|
|
|
Net
investment income |
|
|
|
|
(398,980 |
) |
|
|
(28,887 |
) |
Net realized
gains |
|
|
|
|
|
|
|
|
(21,498,439 |
) |
Total
distributions to shareholders |
|
|
|
|
(398,980 |
) |
|
|
(21,527,326 |
) |
Total
increase (decrease) in net assets |
|
|
|
|
37,200,679 |
|
|
|
(92,443,409 |
) |
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN
NET ASSETS FROM CAPITAL TRANSACTIONS: |
|
|
|
|
|
|
|
|
|
|
Dividends and
distributions reinvested |
|
|
|
|
|
|
|
|
15,067,439 |
|
Change in net
assets from capital transactions |
|
|
|
|
|
|
|
|
15,067,439 |
|
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS: |
|
|
|
|
|
|
|
|
|
|
Beginning of
period |
|
|
|
|
61,256,551 |
|
|
|
138,632,521 |
|
End of period
(including undistributed net investment income of $126,329 and $393,745, respectively) |
|
|
|
|
98,457,230 |
|
|
|
61,256,551 |
|
|
|
|
|
|
|
|
|
|
|
|
SHARE
TRANSACTIONS |
|
|
|
|
|
|
|
|
|
|
Opening
number of shares |
|
|
|
|
6,447,637 |
|
|
|
4,585,160 |
|
Reinvested |
|
|
|
|
|
|
|
|
1,862,477 |
|
Closing
number of shares |
|
|
|
|
6,447,637 |
|
|
|
6,447,637 |
|
SEE ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS.
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 13
FINANCIAL HIGHLIGHTS
FOR THE PERIODS
INDICATED
|
|
|
|
For the Year Ended December 31, 2009
(in US$)
|
|
For the Year Ended December 31, 2008
(in US$)
|
|
For the Year Ended December 31, 2007
(in US$)
|
|
For the Year Ended December 31, 2006
(in US$)
|
|
For the Year Ended December 31, 2005
(in US$)
|
|
For a
share outstanding throughout each year: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset
value, beginning of period |
|
|
|
|
9.50 |
|
|
|
30.24 |
|
|
|
22.82 |
|
|
|
16.04 |
|
|
|
14.06 |
|
|
Net
investment income |
|
|
|
|
0.02 |
|
|
|
0.32 |
|
|
|
0.11 |
|
|
|
0.07 |
|
|
|
0.13 |
|
|
Net realized
and unrealized gain (loss) |
|
|
|
|
5.81 |
|
|
|
(16.36 |
) |
|
|
12.54 |
|
|
|
6.80 |
|
|
|
1.91 |
|
|
Total from
investment operations |
|
|
|
|
5.83 |
|
|
|
(16.04 |
) |
|
|
12.65 |
|
|
|
6.87 |
|
|
|
2.04 |
|
|
Dividends
from net investment income |
|
|
|
|
(0.06 |
) |
|
|
(0.01 |
) |
|
|
(1.25 |
) |
|
|
(0.09 |
) |
|
|
(0.06 |
) |
|
Distributions
from net realized gains |
|
|
|
|
|
|
|
|
(4.69 |
) |
|
|
(3.98 |
) |
|
|
|
|
|
|
|
|
|
Total
distributions |
|
|
|
|
(0.06 |
) |
|
|
(4.70 |
) |
|
|
(5.23 |
) |
|
|
(0.09 |
) |
|
|
(0.06 |
) |
|
Net asset
value, end of period |
|
|
|
|
15.27 |
|
|
|
9.50 |
|
|
|
30.24 |
|
|
|
22.82 |
|
|
|
16.04 |
|
|
Market value,
end of period |
|
|
|
|
13.78 |
|
|
|
8.77 |
|
|
|
25.47 |
|
|
|
22.80 |
|
|
|
13.71 |
|
|
Total
Investment Return |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share
market value * |
|
|
|
|
57.8 |
% |
|
|
(45.6%) |
|
|
|
35.0 |
% |
|
|
67.1 |
% |
|
|
7.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RATIOS/SUPPLEMENTAL DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets,
end of period |
|
|
|
|
98,457,230 |
|
|
|
61,256,551 |
|
|
|
138,632,521 |
|
|
|
104,623,906 |
|
|
|
73,558,649 |
|
|
Ratios of
total expenses to average net assets |
|
|
|
|
2.12 |
% |
|
|
1.92 |
% |
|
|
1.54 |
% |
|
|
1.95 |
% |
|
|
2.08 |
% |
|
Ratios of net
investment income to average net assets |
|
|
|
|
0.19 |
% |
|
|
0.98 |
% |
|
|
0.39 |
% |
|
|
0.36 |
% |
|
|
0.90 |
% |
|
Portfolio
turnover rate |
|
|
|
|
101.0 |
% |
|
|
114.8 |
% |
|
|
118.8 |
% |
|
|
192.4 |
% |
|
|
121.8 |
% |
|
Number of
shares outstanding at end of period (in thousands) |
|
|
|
|
6,448 |
|
|
|
6,448 |
|
|
|
4,585 |
|
|
|
4,585 |
|
|
|
4,585 |
|
|
* |
|
The total investment return excludes the effect of commissions.
Dividends and distributions, if any, are assumed for the purpose of this calculation to be reinvested at prices obtained under the Funds dividend
reinvestment plan or if specified in accordance with the terms of the distribution. |
SEE ACCOMPANYING NOTES TO FINANCIAL
STATEMENTS.
14 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
NOTES TO FINANCIAL STATEMENTS
AT DECEMBER 31,
2009
1. Organization and Capital
JF China Region Fund, Inc. (the ‘Fund) was
incorporated in the State of Maryland on May 22, 1992, and is registered as a non-diversified, closed-end management investment company under the
Investment Company Act of 1940 (‘1940 Act). The Fund commenced operations on July 16, 1992.
2. Significant Accounting Policies
The following significant accounting policies, which are in
conformity with accounting principles generally accepted in the United States of America (‘GAAP), are consistently followed by the Fund in
the preparation of its financial statements.
The preparation of financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during
the reported period. Actual results could differ from these estimates.
i) Security Valuation All
securities for which market quotations are readily available are valued at the last sales price prior to the time of determination or, if no sales
price is available at that time, at the mean between the last current bid and ask prices. Securities that are traded over-the-counter are valued, if
bid and ask quotations are available, at the mean between the current bid and ask prices. Certain investments of the Fund may, depending upon market
conditions, trade in relatively thin markets and/or in markets that experience significant volatility. As a result of these conditions, the prices used
by the Fund to value securities may differ from the value that would be realized if these securities were sold and the differences could be material.
All other securities and assets are valued at fair value as determined in good faith by the Board of Directors. It is possible that the estimated
values may differ significantly from the values that would have been used had a ready market for the investments existed, and such differences could
have been material. In valuing the Funds assets, quotations of foreign securities in a foreign currency are translated to United States
(‘U.S.) dollar equivalents at the exchange rate in effect on the valuation date. Investments in open end mutual funds are valued at current
days closing net asset value per share.
Valuations reflected in this report are as of the report
date. As a result, changes in valuation due to significant market events and/or issuer related events after the report date and prior to issuance of
the report are not reflected herein.
The various inputs that are used in determining the fair
value of the Funds investments are summarized into the three broad levels listed below.
|
|
Level 1 quoted prices in active markets for identical
securities |
|
|
Level 2 other significant observable inputs (including
quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) |
|
|
Level 3 significant unobservable inputs (including the
Funds own assumptions in determining the fair value of investments.) |
The inputs or methodology used for valuing securities are
not necessarily an indication of the risk associated with investing in those securities.
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 15
NOTES TO FINANCIAL STATEMENTS
AT DECEMBER 31, 2009
(continued)
The following table represents each valuation input by
sector as presented on the Investment Portfolio:
|
|
|
|
Level 1 Quoted prices
|
|
Level 2
Other significant observable inputs
|
|
Level 3
Significant unobservable inputs
|
|
Total
|
Total
Investments in Securities # |
|
|
|
$ |
98,193,989 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
98,193,989 |
|
# |
|
All portfolio holdings designated as Level 1 are disclosed
individually in the Investment Portfolio. Please refer to the Investment Portfolio for industry specifics of the portfolio holdings. |
ii) Foreign Currency Translation
The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the
mid-market price of such currencies against U.S. dollars as follows:
|
|
investments, other assets, and liabilities at the prevailing
rates of exchange on the valuation date; |
|
|
investment transactions and investment income at the prevailing
rates of exchange on the dates of such transactions. |
Although the net assets of the Fund are presented at the
foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a
result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of the securities held at period-end.
Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of
securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) are included in the reported net realized and
unrealized gains (losses) on investments.
Unrealized currency gains (losses) resulting from valuing
foreign currency denominated assets and liabilities at period-end exchange rates are reflected as a component of accumulated net unrealized gain (loss)
on investments, foreign currency holdings, and other assets and liabilities denominated in foreign currencies.
iii) Restricted and Illiquid Securities
The Fund may invest in securities that are subject to legal or contractual restrictions on resale or are illiquid. Restricted securities
generally may be resold in transactions exempt from registration. An illiquid security is a security which cannot be disposed of promptly (within seven
days) and in the usual course of business at approximately its fair value and includes repurchase agreements maturing in excess of seven days, time
deposits with a withdrawal penalty, non-negotiable instruments and instruments for which no market exists. Disposal of these securities may involve
time-consuming negotiations and expense, and prompt sale at the current valuation may be difficult.
iv) Distribution of Income and Gains
The Fund intends to distribute to stockholders, at least annually, substantially all of its net investment income and expects to distribute
annually any net long-term capital gains in excess of net short-term capital losses. An additional distribution may be made to the extent necessary to
avoid the payment of a 4% Federal excise tax.
Income and capital gain distributions are determined in
accordance with Federal income tax regulations and may differ from those determined in accordance with GAAP.
v) Other Security transactions are
accounted for on trade date. Realized gains and losses on the sale of investment securities are determined on the identified cost basis. Interest
income is recognized on the accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date or when the Fund
first learns of the dividend.
vi) Foreign Taxes The Fund may be
subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such
taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it
invests.
16 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
3. Investment Transactions
The investment objective, policies, program, and risk
factors of the Fund are described fully in the Funds Prospectus.
During the year ended December 31, 2009, the Fund made
purchases of $79,021,533 and sales of $77,709,654 of investment securities other than short-term investments. There were no purchases or sales of U.S.
Government securities.
4. Related party, Other Service Provider Transactions and
Directors
i) JF International Management Inc. (the
Investment ‘Advisor), an indirect wholly-owned subsidiary of JPMorgan Chase & Co., provides investment advisory services to the Fund
under the terms of an investment advisory agreement. The Advisor is paid a fee, computed weekly and payable monthly, at the annual rate of 1.00% of the
Funds weekly net assets. Investments in funds on which the Advisor or its affiliates charges a management fee are excluded from the
calculation.
ii) During the year ended December 31,
2009, the Fund did not pay any brokerage commissions to JPMorgan Chase Group companies or affiliated brokers/dealers.
iii) Other Service Providers
Pursuant to an Administration Agreement, JPMorgan Investor Services, Co. (the Administrator), an indirect, wholly-owned subsidiary of
JPMorgan Chase & Co., provides certain administration services to the Fund. The Fund pays an annual administration fee of $87,500 in respect of
tax, compliance, financial reporting and regulatory services.
JPMorgan Chase Bank, N.A. (‘JPMCB), an
affiliate of the Fund, provides portfolio custody and accounting services for the Fund. The amounts paid directly to JPMCB by the Fund for custody and
accounting services are included in Custodian and accounting fees in the Statement of Operations. In consideration of the accounting services, JPMCB
receives a fee computed daily and paid monthly at the annual rate of 0.02% of the first $12.5 billion of the average daily net assets of all funds in
the JPMorgan International Fund Complex and 0.0175% of the average daily net assets in excess of $12.5 billion of all such funds subject to a minimum
annual fee of $25,000. The custodian fees are split between safekeeping and transaction changes and vary by market.
iv) Directors The Fund pays each
of its Directors who is not a director, officer or employee of the Advisor, Administrator or any affiliate thereof, an annual fee of $22,000, the Audit
Committee Chairman $26,000 and the Chairman $32,000 plus a $3,000 attendance fee for each Board meeting, Management Engagement Committee meeting and
Audit Committee meeting attended. In addition, the Fund reimburses all Directors for travel and out-of-pocket expenses incurred in connection with
Board of Directors meetings. Under normal circumstances, in order to minimize expenses, the Board expects to hold two meetings a year by
telephone.
5. Capital Share Transactions
On September 10, 2009, the Board of Directors renewed an
authority for the Fund to purchase shares of its common stock from Fund stockholders, as described below. When shares trade at a discount to net asset
value, any purchase of shares by the Fund has the effect of increasing the net asset value per share of the Funds remaining shares outstanding.
All shares purchased by the Fund are thereafter considered authorized and unissued.
i) Share Repurchase Program The
Fund was authorized to repurchase up to 644,764 shares (10% of its then issued and outstanding shares) in the open market through September 9, 2010.
Repurchases can be made only when the Funds shares are trading at less than net asset value and at such times and amounts as it is believed to be
in the best interest of the Funds stockholders.
During the years ended December 31, 2009 and 2008, the Fund
did not repurchase any shares under the share repurchase program.
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 17
NOTES TO FINANCIAL STATEMENTS
AT DECEMBER 31, 2009
(continued)
6. Risks and Uncertainties
i) China Region Investing in
securities of China Region companies may include certain risks and considerations not typically associated with investing in U.S.
securities. In general, China Region companies are those that are organized under the laws of, or have a principal office in, the Peoples
Republic of China (including Hong Kong and Macau) (China), or Taiwan; the principal securities market for which is China or Taiwan; that
derives at least 50% of its total revenues or profits from goods or services that are produced or sold, investments made, or services performed in
China or Taiwan; or at least 50% of the assets of which are located in China or Taiwan. Such risks include fluctuating currency values and changing
local and regional economic, political and social conditions, which may result in greater market volatility. In addition, these securities may not be
as liquid as U.S. securities. At December 31, 2009, the Fund had 39.1%, 30.7%, 0.8%, and 29.4% of its total investments invested in China, Hong Kong,
Macau, and Taiwan, respectively.
ii) Foreign Transactions Foreign
security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated
transactions as a result of, among other factors, the level of governmental supervision and regulation of foreign securities markets and the
possibility of political or economic instability.
iii) Other In the normal course of
business, the Fund may enter into contracts that provide general indemnifications. The maximum exposure under these arrangements is dependent on future
claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, the risk of any loss from such claims is
considered remote.
7. Tax Status
U.S. Federal Income Taxes No provision for
federal income taxes is required since the Fund intends to continue to qualify as a regulated investment company under subchapter M of the Internal
Revenue Code and distribute substantially all of its taxable income. The Fund is not aware of any tax positions for which it is reasonably possible
that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. However, the Funds conclusions may be
subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations. The Funds federal
tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
The tax character of distributions paid for the year ended
December 31, 2009 was $398,980 from ordinary income.
The tax character of distributions paid for the year ended
December 31, 2008 was $6,655,440 from ordinary income and $14,871,886 from realized capital gains. Distributions deemed to be from PFICs are reflected
in dividends from net investment income.
At December 31, 2009, the components of net assets
(excluding paid-in capital) on a tax basis were as follows:
Tax Basis
Ordinary Income |
|
|
|
$ |
126,331 |
|
Tax Basis
Capital Loss Carryover |
|
|
|
|
(16,055,877 |
) |
Tax Unrealized
Appreciation on Investments and Foreign Currencies |
|
|
|
|
15,437,665 |
|
Other
Cumulative Temporary Differences |
|
|
|
|
(109,510 |
) |
Net Assets
(Excluding Paid-In Capital) |
|
|
|
$ |
(601,391 |
) |
The cumulative timing differences primarily consist of wash
sale loss deferrals.
During the year ended December 31, 2009, the Fund
reclassified $16,238 to accumulated realized gains on investments from undistributed net investment income on investments as a result of permanent book
and tax differences primarily relating to foreign currency gains and losses. Net assets were not affected by the reclassifications.
18 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
As of December 31, 2009, the Fund had the following net
capital loss carryforwards, expiring during the years indicated, which are available to offset future realized gains:
|
|
|
|
|
|
2016
|
|
2017
|
Total
|
|
|
|
|
|
|
|
|
|
$ |
2,664,784 |
|
|
$ |
13,391,093 |
|
$16,055,877 |
|
Net capital losses incurred after October 31 and within the
taxable year are deemed to arise on the first business day of the Funds next taxable year. For the year ended December 31, 2009, the Fund
deferred to January 1, 2010 post-October capital losses of $109,510.
8. Subsequent Event
Management has evaluated all subsequent transactions and
events after the balance sheet date through February 25, 2010, the date on which these financial statements were issued and, except as already included
in the notes to these financial statements, has determined that no additional items require disclosure.
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 19
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Shareholders of
JF China
Region Fund, Inc.:
In our opinion, the accompanying statement of assets and
liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of JF China Region Fund, Inc. (hereafter referred to as the Fund) at
December 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then
ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in
the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the
responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at December 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis
for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 25, 2010
20 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
RESULTS OF THE ANNUAL STOCKHOLDERS
MEETING
The Fund held its annual stockholders meeting on May
14, 2009. At this meeting, stockholders elected the following nominees to the Funds Board of Directors.
I) Election of Directors
Nominees
|
|
|
|
Votes For
|
|
Votes Withheld
|
|
Shares Not Voted
|
|
Total Voting Shares
|
The Rt. Hon.
The Earl of Cromer |
|
|
|
|
3,962,403 |
|
|
|
1,311,831 |
|
|
|
1,173,403 |
|
|
|
6,447,637 |
|
Simon J.
Crinage |
|
|
|
|
5,043,457 |
|
|
|
230,777 |
|
|
|
1,173,403 |
|
|
|
6,447,637 |
|
OTHER INFORMATION
Information About Portfolio Holdings
The Fund files its complete schedule of portfolio holdings
with the U.S. Securities and Exchange Commission (the ‘Commission) for the first and third quarters of each fiscal year on Form N-Q. The
Funds Forms N-Q are available on the Commissions website at http://www.sec.gov and may be reviewed and copied at the Commissions
Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling
1-800-SEC-0330.
Tax Letter (Unaudited)
We are providing this information as required by the
Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting
requirements. For the fiscal year ended December 31, 2009, certain dividends paid by the Fund may be subject to a maximum tax rate of 15%. 76.50% of
ordinary income distributions were treated as qualified dividends. For the fiscal year ended December 31, 2009, the Fund intends to elect to pass
through to shareholders the income tax credit for taxes paid to foreign countries. Gross foreign source income and foreign tax expenses are $1,832,522
and $204,958, respectively.
Proxy Voting Policies and Procedures and
Proxy Voting
Record
A description of the policies and procedures that are used
by the Funds investment advisor to vote proxies relating to the Funds portfolio securities is available (1) without charge, upon request,
by calling +44 20 7742 3477; and (2) as an exhibit to the Funds annual report on Form N-CSR which is available on the website of the Securities
and Exchange Commission (the Commission) at http://www.sec.gov. Information regarding how the investment adviser votes these proxies is now
available by calling the same number and on the Commissions website. The Fund has filed its report on Form N-PX covering the Funds proxy
voting record for the 12 month period ending June 30, 2009.
Certifications
Simon J. Crinage, as the Funds President, has
certified to the New York Stock Exchange that, as of June 10, 2009, he was not aware of any violation by the Fund of applicable NYSE corporate
governance listing standards. The Funds reports to the Commission on Forms N-CSR and N-CSRS contain certifications by the Funds principal
executive officer and principal financial officer that relate to the Funds disclosure in such reports and that are required by Rule 30a-2(a)
under the 1940 Act.
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 21
APPROVAL OF INVESTMENT ADVISORY
CONTRACT
On November 30, 2009, the Funds Board of Directors
(the Board) considered and approved the renewal of the Investment Advisory Contract (the Agreement) between the Fund and JFIMI
for an additional term of twelve months. At this meeting, the Board reviewed extensive materials prepared by JFIMI and discussed these materials with
representatives of JPMAM. The Directors considered the recommendation of the Management Engagement Committee (the Committee) that the
Agreement be renewed, noting that the Committee had discussed, in executive session with independent counsel, the nature, extent and quality of the
advisory services provided to the Fund by JFIMI, the level of advisory fees, the costs of the services provided and the profits realized by JFIMI, the
Funds expense ratio, its relative and absolute performance, any economies of scale with respect to the management of the Fund, any ancillary
benefits received by JFIMI and its affiliates as a result of their relationship with the Fund, and various other matters included in the materials
provided by JFIMI. In approving the renewal of the Agreement, the Committee, and the Board, concluded that:
|
|
The annual investment advisory fee rate paid by the Fund to JFIMI
for investment advisory services was reasonable relative to the Funds peer group and relative to other non-U.S. funds managed by
JFIMI. |
|
|
The Committee and the Board noted concerns with the Funds
underperformance compared to the benchmark but were generally satisfied with the nature, quality and extent of other services provided by JFIMI. The
Committee and the Board reviewed, among other things, JFIMIs investment experience in the China region markets and the background and experience
of JFIMIs senior management. The Committee registered concern that Fund performance could be improved and with this in mind, while renewing the
Agreement for another annual term, the Board also determined to carry out a survey of specialized managers of funds in the Greater China Region to
identify the leaders in this sector. A number of managers, including J.P. Morgan Asset Management, have been invited to submit proposals as to how the
Fund could be re-positioned for more effective investment results. |
|
|
The Funds performance during the one-year period lagged the
Funds peer group and the Funds benchmark, the MSCI Golden Dragon Index. (The Board and the Committee reviewed the Funds performance
in comparison to the peer group and the benchmark for the 1 year, 3 year, 5 year and since inception periods.) Although one-year performance lagged, it
was noted that for certain longer-term periods (3 and 5 years), the Funds performance surpassed the benchmark. The Board stated that it would
continue to monitor performance very closely over the near term. |
|
|
In light of the costs of providing advisory services to the Fund,
the profits and ancillary benefits that JFIMI received, with respect to providing investment advisory services to the Fund, were reasonable. The Board
and the Committee noted that beginning in May 2005, the Fund discontinued using JFIMIs affiliates to affect Fund securities trades, unless in
exceptional circumstances, effectively eliminating brokerage commissions as an ancillary benefit for JFIMI. |
22 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
FUND MANAGEMENT
Information pertaining to the Directors and officers of the
Fund is set forth below.
Name, (DOB), Address and
Position(s) with Fund
|
|
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s) During
Past 5 Years
|
|
Number of
Portfolios in
Fund Complex
Overseen by
Director*
|
|
Other Trusteeships/
Directorships Held by Director
|
Independent Directors |
The Rt. Hon.
The Earl of Cromer (June 3, 1946) Finsbury Dials 20 Finsbury Street London, EC2Y 9AQ United Kingdom Chairman and Class I
Director |
|
|
|
Three year term
ends in 2012; Chairman and Director since 1994. |
|
Chairman of the
Board of the Fund; Chairman of the Board, Western Provident Association (insurance), London Asia Capital plc (financial); Sunrise New Energy Group
Limited (utility); Pedder Street Asia Absolute Return Fund Limited (finance); LG Asia Plus Fund Limited (finance); Director, Schroder AsiaPacific Fund
Limited (finance) and Chief Executive Officer, Cromer Associates Limited (family business). |
|
1 |
|
See Principal
Occupation. |
Alexander Reid
Hamilton (October 4, 1941) P.O. Box 12343 General Post Office Hong Kong Class II Director |
|
|
|
Three year term
ends in 2010; Director since 1994. |
|
Director of Citic
Pacific Limited (infrastructure), China Cosco Holdings Company Limited (shipping), Esprit Holdings Limited (clothing retail), Shangri-La Asia Limited
(hotels) and Octopus Cards Limited (financial services). |
|
1 |
|
See Principal
Occupation. |
Julian M. I.
Reid (August 7, 1944) Finsbury Dials, 20 Finsbury Street London, EC2Y 9AQ United Kingdom Class III Director |
|
|
|
Three year term
ends in 2011; Director since 1998. |
|
Chief Executive
Officer of 3a Funds Group (financial); Director and Chairman of Morgans Walk Properties Limited (property); Director and Chairman of The Korea
Fund, Inc. (financial); Director and Chairman of Prosperity Voskhod Fund (financial); Director and Chairman of ASA Limited (financial) and Director of
3a Global Growth Fund Limited (financial). |
|
1 |
|
See Principal
Occupation. |
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 23
FUND MANAGEMENT
(continued)
Name, (DOB), Address and
Position(s) with Fund
|
|
|
|
Term of
Office and
Length of
Time Served
|
|
Principal Occupation(s) During
Past 5 Years
|
|
Number of
Portfolios in
Fund Complex
Overseen by
Director*
|
|
Other Trusteeships/
Directorships Held by Director
|
Independent Directors (continued) |
John R. Rettberg (September 1, 1937) 1 Beacon St. Boston, MA 02108 USA Class II
Director |
|
|
|
Term ends in 2010; Director since 2008 |
|
Trustee, JPMorgan Alternative Products mutual fund Board 1997 to 1999. |
|
1 |
|
See Principal Occupation. |
Interested Director & President of the Fund |
Simon J
Crinage (May 10, 1965) Finsbury Dials, 20 Finsbury Street London, EC2Y 9AQ United Kingdom Class I Director and
President |
|
|
|
Term as Director
ends in 2012; Director since May, 2009 & President since 2003 |
|
Managing
Director, J.P. Morgan Asset Management. |
|
1 |
|
None. |
* |
|
The Fund is the only fund in the Fund Complex. |
24 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
Information pertaining to the officers of the Fund is set
forth below.
Name, (DOB), Address and
Position(s) with Fund
|
|
|
|
Term of Office and Length of Time Served
|
|
Principal Occupation(s) During Past 5 Years
|
Officers who are not Directors |
Michael J. James
(May 11, 1967) Finsbury Dials, 20 Finsbury Street London, EC2Y 9AQ United Kingdom Treasurer |
|
|
|
Since
2006** |
|
Treasurer of the
Fund; Vice President, J.P. Morgan Asset Management. |
Christopher D.
Legg (March 12, 1982) Finsbury Dials, 20 Finsbury Street London, EC2Y 9AQ United Kingdom Secretary |
|
|
|
Since
2008** |
|
Secretary of the
Fund; Associate, J.P. Morgan Asset Management. |
Muriel Y.K.
Sung (September 25, 1966) 8 Connaught Road Central/Hong Kong Chief Compliance Officer |
|
|
|
Since
2004** |
|
Chief Compliance
Officer of the Fund; Vice President, J.P. Morgan Asset Management. |
** |
|
The officers of the Fund serve at the discretion of the
Board. |
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 25
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
(Unaudited)
The Fund operates an optional Dividend Reinvestment and
Cash Purchase Plan (the ‘Plan) whereby:
a) |
|
shareholders may elect to receive dividend and capital gain
distributions in the form of additional shares of the Fund (the Share Distribution Plan). |
b) |
|
shareholders may make optional payments (any amount between $100
and $3,000) which will be used to purchase additional shares in the open market (the Share Purchase Plan). |
For a copy of the Plan brochure, as well as a dividend
reinvestment authorization card, please contact the Plan Agent:
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Computershare Trust Company, N.A. P. O. Box 43010
Providence, RI 02940-3010 USA Telephone No.: 800-426-5523 (toll-free) www.computershare.com |
The following should be noted with respect to the
Plan:
If you participate in the Share Distribution Plan, whenever
the Board of Directors of the Fund declares an income dividend or net capital gain distribution, you will automatically receive your distribution in
newly issued shares (cash will be paid in lieu of fractional shares) if the market price of the shares on the date of the distribution is at or above
the net asset value of the shares. The number of shares to be issued to you by the Fund will be determined by dividing the amount of the cash
distribution to which you are entitled (net of any applicable withholding taxes) by the greater of the net asset value (‘NAV) per share on
such date or 95% of the market price of a share on such date. If the market price of the shares on such a distribution date is below the NAV, the Plan
Agent will, as agent for the participants, buy shares on the open market, on the New York Stock Exchange or elsewhere, for the participants
account on, or after, the payment date. There is no service charge for purchases under this Plan.
For U.S. federal income tax purposes, shareholders
receiving newly issued shares pursuant to the Share Distribution Plan will be treated as receiving income or capital gains in an amount equal to the
fair market value (determined as of the distribution date) of the shares received and will have a cost basis equal to such fair market value.
Shareholders receiving a distribution in the form of shares purchased in the open market pursuant to the Plan will be treated as receiving a
distribution of the cash distribution that such shareholder would have received had the shareholder not elected to have such distribution reinvested
and will have a cost basis in such shares equal to the amount of the distribution.
There will be no brokerage charge to participants for
shares issued directly by the Fund under the Plan. Each participant will pay a pro rata share of brokerage commissions incurred with respect to the
Plan Agents open market purchases of shares in connection with the Plan. The Fund will pay the fees of the Plan Agent for handling the
Plan.
You may terminate your account under the Share Distribution
Plan by notifying the Plan Agent in writing. The Plan may be terminated by the Plan Agent or the Fund with notice to you at least 30 days prior to any
record date for the payment of any distribution by the Fund. Upon any termination, the Plan Agent will deliver a certificate or certificates for the
full shares held for you under the Plan and a cash adjustment for any fractional shares.
You also have the option of instructing the Plan Agent to
make semi-annual cash purchases of shares in the open market. There is a service charge of $1.25 for each purchase under this Share Purchase
Plan.
26 JF CHINA REGION FUND,
INC. DECEMBER 31, 2009
DIRECTORS AND
ADMINISTRATION
(Unaudited)
Officers and Directors |
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The Rt. Hon. The Earl of Cromer
Director and Chairman of the Board Alexander R. Hamilton Director Julian M. I. Reid Director John R. Rettberg
Director Simon J. Crinage Director and President Michael J. James Treasurer Christopher D. Legg Secretary Muriel
Y.K. Sung Chief Compliance Officer
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Investment
Adviser |
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JF International Management Inc. P.O. Box 3151 Road Town, Tortola British Virgin Islands |
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Administrator |
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J.P. Morgan Investor Services, Co. 1 Beacon Street, 18th Floor Boston, Massachusetts 02108 U.S.A. |
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Custodian |
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JPMorgan Chase Bank N.A. 1 Beacon Street, 18th Floor Boston, Massachusetts 02108 U.S.A. |
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Independent
Registered Public Accounting Firm |
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PricewaterhouseCoopers LLP 300 Madison Avenue New York, New York 10017 U.S.A. |
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Legal
Counsel |
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Cleary Gottlieb Steen & Hamilton LLP New York: 1 Liberty Plaza New York, New York 10006
U.S.A. |
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Hong Kong: Bank of China Tower 1 Garden Road Hong Kong |
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Registrar,
Transfer Agent, and Dividend Paying Agent |
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Computershare Trust Company, N.A. P. O. Box 43010 Providence, Rhode Island 02940-3010 U.S.A. |
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Notice is hereby given in accordance with Section 23(c) of the
Investment Company Act of 1940, as amended, that from time to time the Fund may purchase shares of its common stock in the open
market.
www.jfchinaregion.com
DECEMBER 31,
2009 JF CHINA REGION FUND, INC. 27
THIS PAGE IS INTENTIONALLY LEFT BLANK
This report, including the financial statements herein, is
sent to the stockholders of the Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale
of shares of the Fund or of any securities mentioned in this report.
© JPMorgan Chase
& Co., 2010 All rights reserved. December 2009. |
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ITEM 2. CODE OF ETHICS.
(a) |
The JF China Region Fund, Inc. (the "Fund") has adopted a Code of Ethics that applies to the Fund's principal executive officer and principal financial officer. |
(c) |
There have been no amendments to the Fund's Code of Ethics during the reporting period for this Form N-CSR. |
(d) |
There have been no waivers granted by the Fund to individuals covered by the Fund's Code of Ethics during the reporting period for this Form N-CSR. |
(f) |
A copy of the Fund's Code of Ethics is attached as exhibit 12(a)(1) to this Form N-CSR. |
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) The Board of Directors of the Fund has determined that the Fund has one member serving on the Fund's Audit Committee that possesses the attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as "audit committee financial expert."
(2) The name of the audit committee financial expert is John R.Rettberg. Mr. Rettberg has been deemed to be "independent" as that term is defined in Item 3(a)(2) of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
a) Audit Fees
For the fiscal year ended December 31, 2009, PricewaterhouseCoopers, LLP (PwC), the Fund's independent registered public accounting firm, billed the Fund aggregate fees of US$55,000 for professional services rendered for the audit of the Fund's annual financial statements and review of financial statements included in the Fund's annual report to shareholders.
For the fiscal years ended December 31, 2008, PwC billed the Fund aggregate fees of US$55,000 for professional services rendered for the audit of the Fund's annual financial statements and review of financial statements included in the Fund's annual report to shareholders.
(b) Audit-Related Fees
For the fiscal year ended December 31, 2009, PwC did not bill the Fund any fees for assurances and related services that are reasonably related to the performance of the audit or review of the Fund's financial statements and are not reported under the section Audit Fees above.
For the fiscal year ended December 31, 2008, PwC did not bill the Fund any fees for assurances and related services that are reasonably related to the performance of the audit or review of the Fund's financial statements and are not reported under the section Audit Fees above.
(c) Tax Fees
For the fiscal year ended December 31, 2009, PwC billed the Fund aggregate fees of US$5,740 for professional services rendered for tax compliance, tax advice, and tax planning. The nature of the services comprising the Tax Fees was the review of the Fund's income tax returns and tax distribution requirements.
For the fiscal year ended December 31, 2008, PwC billed the Fund aggregate fees of US$5,740 for professional services rendered for tax compliance, tax advice, and tax planning. The nature of the services comprising the Tax Fees was the review of the Fund's income tax returns and tax distribution requirements.
(d) All Other Fees
For the fiscal year ended December 31, 2009, PwC did not bill the Fund any other fees. For the fiscal year ended December 31, 2008, PwC billed the Fund aggregate fees of $9,408 in connection with non-recurring tax advice provided in connection with the 2008 spillback dividend and the 2009 excise tax dividend.
(e) The Funds Audit Committee Charter requires the Audit Committee pre-approve all audit and non-audit services to be provided by the independent registered public accounting firm to the Fund, and all non-audit services to be provided by the auditors to the Funds Investment Advisor and any service providers controlling, controlled by or under common control with the Funds Investment Advisor that provide on-going services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund. All of the audit, audit-related and tax services described above for which PwC billed the Fund for the fiscal years ended December 31, 2007 and December 31, 2008 were pre-approved by the Audit Committee.
For the fiscal years ended December 31, 2009 and December 31, 2008, the Fund's Audit Committee did not waive the pre-approval requirement of any non-audit services to be provided to the Fund by PwC.
(f) Not applicable to the Fund.
(g) For the fiscal year ended December 31, 2009, the aggregate non-audit fees for services rendered by PwC to the Funds investment advisor and any entity controlling, controlled by, or under common control with the investment advisor that provided ongoing services to the Fund were $17.3 million.
For the fiscal year ended December 31, 2008, the aggregate non-audit fees for services rendered by PwC to the Funds investment advisor and any entity controlling, controlled by, or under common control with the investment advisor that provided ongoing services to the Fund were $24.7 million.
(h) The Fund's Audit Committee has considered whether the provision of non-audit services that were rendered to Funds investment advisor and any entity controlling, controlled by, or under common control with the investment advisor that provides ongoing services to the Fund that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) The Fund has a separately-designated audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Fund's audit committee are: The Rt. Hon. The Earl of Cromer, Alexander R. Hamilton, John R. Rettberg and Julian M.I. Reid.
ITEM 6. SCHEDULE OF INVESTMENTS
(a) Schedule of Investments is included as part of Item 1.
(b) Not applicable to the Fund.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Attached to this Form N-CSR as exhibit 12(a)(4) are copies of the proxy voting policies and procedures of the Fund and JPMorgan Asset Management (JPMAM) (formerly JF Asset Management), parent company of the Funds advisor, JF International Management Inc. (the Advisor).
JF ASSET MANAGEMENT (Voting policy and corporate governance guidelines)
Table of contents
I Principles 3
II Policy and Procedures 4
III Voting Guidelines 6
Reports & Accounts 6
Dividends 6
Auditors 6
Boards 6
Directors 7
Non-Executive Directors 8
Issue of Capital 8
Mergers/Acquisitions 9
Voting Rights 9
Share Options/L-TIPs 10
Others 10
IV Activism 12
V Sustainability 13
I. PRINCIPLES
JF Asset Management (JFAM) is committed to delivering superior investment performance to its clients worldwide. We believe that one of the drivers of investment performance is an assessment of the corporate governance principles and practices of the companies in which we invest our clients assets and we expect those companies to demonstrate high standards of governance in the management of their business.
We have set out below the principles which provide the framework for our corporate governance activity. Although the policies and guidelines set out in this document apply to Hong Kong and therefore principally concern accounts managed from the Hong Kong office, our colleagues in London, New York and Tokyo have similar standards, consistent with law and best practice in these different locations.
1. Fiduciary priority. Our clients appoint us to manage their assets in order to maximise the likelihood of meeting or exceeding their investment objectives at acceptable risk levels. Every decision to buy, hold or sell any security will be consistent with that overriding objective.
2. Evaluation. Our clients expect us, as their delegates, to monitor the governance of companies in which we have invested their assets.
3. Engagement. We encourage excellence in the management of companies through the considered application of our corporate governance policies and guidelines. We welcome consultation by companies with their leading shareholders on corporate governance issues.
4. Proxy voting. Company management is accountable to the shareholders, our clients. It is our responsibility to ensure this is recognised through the considered use of our clients votes.
5. Litigation and Joint Working Parties. JFAM will align itself with other shareholders, for example, by joining class action suits or working parties as local practice dictates, where we are convinced that this is in the best interests of our clients.
6. Disclosure. JFAMs corporate governance guidelines and policies are available to clients and companies alike. We believe that they conform to best practice and we are prepared to discuss them openly with other interested parties.
7. Ongoing commitment. JFAM is committed to reviewing its corporate governance principles, policies and guidelines to ensure that they fully reflect our interpretation of best market practice.
II. POLICY and PROCEDURES
JF Asset Management (JFAM) manages the voting rights of the shares entrusted to it as it would manage any other asset. It is the policy of JFAM to vote in a prudent and diligent manner, based exclusively on our reasonable judgement of what will best serve the financial interests of the beneficial owners of the security.
1. Proxy Committee
The JFAM Proxy Committee has been established to oversee the proxy voting process in the Asia ex Japan region on an ongoing basis. It is composed of the Proxy Administrator and senior officers from the Investment, Compliance and Risk Management Departments. The main functions of the Proxy Committee are to review the Proxy Voting Guidelines (Guidelines) to ensure they are aligned with best practice; to determine the independence of any third-party vendor which it has delegated proxy voting responsibilities and to conclude that there are no conflicts of interest that would prevent such vendor from providing such proxy voting services prior to delegating proxy responsibilities; and to provide advice and recommendations on general proxy voting matters as well as on specific voting issues as they occur. The Proxy Committee may delegate certain of its responsibilities to subgroups composed of Proxy
Committee members. It meets quarterly, or more frequently as circumstances dictate and its minutes are circulated to senior management including the Asia Risk Committee to whom it reports.
2. Voting
As these Guidelines represent what we consider to be in the best financial interests of our clients, we would normally expect clients to allow us to use them as a template for voting. However, we recognise that in certain circumstances further analysis may be required.
In view our overriding fiduciary duty to act in the best interest of our clients, the Guidelines are an indication only of JFAMs voting policy. The portfolio manager has discretion to override the policy should individual circumstances dictate.
Our Guidelines are primarily targeted at companies listed on main stock exchanges. It is sometimes difficult for smaller companies to apply the same corporate governance standards and we would look at any issues for such companies on a case-by-case basis. We would, however, encourage them to apply the highest possible standards of governance.
For markets in Asia ex Japan, we will generally abstain from voting at AGMs on the grounds that the matters normally considered at such meetings are of a routine and non-contentious nature. To ensure we fulfil our fiduciary obligation to always act in our clients best interests, we will review each AGM notice to check whether there are any non-routine matters such as company reorganisations/ restructurings, takeover/ merger and senior management compensation plans included therein. If any such matters are identified then we will consider each one individually so that our clients best interests are served. The major routine matters in AGM are as follows:
1. Accept Financial Statement and Statutory Reports
2. Approve Dividend
3. Election and re-election of directors
4. Fix remuneration of directors
5. Appoint auditors and fix remunerations
6. Approve issuance of Equity or Equity-Linked Securities without pre-emptive rights
7. Approve repurchase of shares (up to 20% of issued capital)
8. Authorise reissuance of repurchased shares
Also, certain markets require that shares are blocked from trading in order to be tendered for voting purposes. In these instances, it may be in our clients best interests to abstain from voting in order to preserve the ability to trade. For these countries, a decision will be taken on a case-by-case basis by the research analyst in conjunction with the portfolio manager in order to determine how our clients best interests are served.
To assist JFAM investment professionals with public companies proxy voting proposals, we have retained the services of an independent proxy voting service, Institutional Shareholder Services Inc. (ISS). ISS is assigned responsibility for various functions, which may include one or more of the following: coordinating with client custodians to ensure that all proxy materials are processed in a timely fashion; providing JFAM with a comprehensive analysis of each proxy proposal and providing JFAM with recommendations on how to vote each proxy proposal based on the Guidelines or, where no Guideline exists or where the Guidelines require a case-by-case analysis, on ISS analysis; and executing the voting of the proxies in accordance with Guidelines and its recommendation, except when a recommendation is overridden by JFAM, as described below. The Proxy Voting Committee has adopted procedures to recall
shares on loan if a proposed major corporate event contemplates a shareholder vote to approve or to take other action. (The Proxy Voting Committee may determine: (a) not to recall securities on loan if, in its judgment, the negative consequences to clients of recalling the loaned securities would outweigh the benefits of voting in the particular instance or (b) not to vote certain foreign securities positions if, in its judgment, the expense and administrative inconvenience or other burdens outweigh the benefits to clients of voting the securities.)Situations can sometimes arise where more than one JFAM client invests in the same company or in which a single client may invest in the same company but in multiple accounts. In those situations, two or more clients, or one client with different accounts, may be invested in strategies having different investment objectives, investment styles, or portfolio managers. As a result, JFAM may cast different votes on behalf of different clients
or on behalf of the same client with different accounts.
In the event a JFAM investment professional makes a recommendation in connection with an override, the investment professional must provide the appropriate Proxy Administrator with a written certification (Certification) which shall contain an analysis supporting his or her recommendation and a certification that he or she (A) received no communication in regard to the proxy that would violate either the JPMorgan Chase (JPMC) Safeguard Policy or written policy on information barriers, or received any communication in connection with the proxy solicitation or otherwise that would suggest the existence of an actual or potential conflict between JFAMs interests and that of its clients and (B) was not aware of any personal or other relationship that could present an actual or potential conflict of interest with the clients interests.
3. Engagement
We regard regular, systematic and direct contact with senior company management, both executive and non-executive, as crucially important. We consider that these dialogues have been useful and plan to expand this approach.
4. Conflicts of Interest
In order to maintain the integrity and independence of JFAMs proxy-voting decisions, JPMorgan Chase (including JPMAM) has established formal barriers designed to restrict the flow of information between JPMC's securities, lending, investment banking and other divisions to JPMAM investment professionals. Where a potential material conflict of interest has been identified, the Proxy
Administrator, in consultation with the Proxy Committee, evaluates the potential conflict and determines whether an actual conflict exists. In the event that this is the case, they make a recommendation on how to vote the proxy. A record of such decisions is available to clients on request. Finally, it should be pointed out that this document is intended as an overview only. Specific issues should always be directed to your account administrator or portfolio manager.
III. VOTING GUIDELINES
1. REPORTS & ACCOUNTS
1a. Annual Report
Reports and accounts should be both detailed and transparent, and should be submitted to shareholders for approval. They should meet accepted reporting standards, and company accounts should employ Generally Accepted Accounting Practices (GAAP). Reports should meet with the spirit as well as the letter of reporting standards, including the most recent recommendations of the International Accounting Standards Board (IASB).
The annual report should include a statement of compliance with relevant codes of best practice, in markets where they exist.
Legal disclosure varies from market to market. If, in our opinion, a companys standards of disclosure (whilst meeting minimum legal requirements) are insufficient in any particular area, we will inform company management of our concerns. Depending on the circumstances, we will either abstain or vote against the resolution concerned . Similar consideration would relate to the use of inappropriate accounting methods.
2. DIVIDENDS
Proposals for the payment of dividends should be presented to shareholders for approval, and should be fully disclosed in advance of the meeting. We will vote against dividend proposals if we feel that payment of the proposed dividend would prejudice the solvency or future prospects of the company.
3. AUDITORS
3a. Auditor Independence
Auditors must provide an independent and objective check on the way in which the financial statements have been prepared and presented. JFAM will vote against the appointment or re-appointment of auditors who are not perceived as being independent.
3b. Auditor Remuneration
Companies should be encouraged to distinguish clearly between audit and non-audit fees. Audit fees should never be excessive.
4. BOARDS
4a. Chairman & CEO
JFAM believes that it is best practice for the roles of Chairman and Chief Executive Officer to be separate.
4b. Board Structure
JFAM is in favour of unitary boards of the type found in Hong Kong, as opposed to tiered board structures.
4c. Board Size
Boards with more than 20 directors are considered to be excessively large.
4d. Board Independence
JFAM believes that a strong independent element to a board is essential to the effective running of a company. The calibre and number of non-executive directors on a board should be such that their views will carry significant weight in the boards decisions.
We believe that as a minimum, all boards should have at least three non-executive directors, unless the company is of such a size that sustaining such a number would be an excessive burden.
JFAM will use its voting powers to encourage appropriate levels of board independence, taking into account local market practice.
4e. Board Committees
Where appropriate, boards should delegate key oversight functions to independent committees. The Chairman and members of any Committee should be clearly identified in the annual report.
5. DIRECTORS
5a. Executive Directors Remuneration
Executive remuneration is and will remain a contentious issue, particularly the overall quantum of remuneration.
JFAM will generally vote against shareholder proposals to restrict arbitrarily the compensation of executives or other employees.
5b. Directors Liability
In certain markets, this proposal asks shareholders to give blanket discharge from responsibility for all decisions made during the previous financial year. Depending on the market, this resolution may or may not be legally binding, and may not release the board from its legal responsibility.
JFAM will usually vote against discharging the board from responsibility in cases of pending litigation, or if there is evidence of wrongdoing for which the board must be held accountable.
5c. Directors over 70
JFAM considers that a similar standard of care should be applied to the selection of a director over 70 as would be applied to that of any other director, although we would expect to see such a director offer him or herself for re-election each year.
5d. Directors Contract
Generally, we encourage contracts of one year or less and vote accordingly.
6. NON-EXECUTIVE DIRECTORS
6a. Role of Non-Executive Directors
As stated earlier in these guidelines, JFAM believes that a strong independent element to a board is important to the effective running of a company.
In determining our vote, we will always consider independence issues on a case-by-case basis, taking into account any exceptional individual circumstances, together with local markets differing attitudes to director independence.
In order to help assess their contribution to the company, the time spent by each non-executive director should be disclosed to shareholders, as well as their attendance at board and committee meetings.
Audit and Remuneration Committees should be composed exclusively of independent directors.
6b. Director Independence
We consider that a director will generally be deemed to be independent if he or she has no significant financial, familial or other ties with the company which might pose a conflict, and has not been employed in an executive capacity by the company for at least the previous ten years.
6c. Multiple Directorships
In order to be able to devote sufficient time to his or her duties, we would not normally expect a non-executive to hold more than five significant directorships at any one time. For executives, only one additional non-executive post would normally be considered appropriate without further explanation.
6d. Non-Executive Director Remuneration
Non-executive directors should be paid but should not be awarded options.
6e. Bonuses for Retiring Directors and Internal Statutory Auditors
JFAM will generally vote Against proposals for retirement bonuses which will be paid to retirees including one or more directors or statutory auditors designated by companies as an outsider.
7. ISSUE OF CAPITAL
7a. Issue of Equity
In most countries, company law requires that shareholder approval be obtained in order to increase the authorised share capital of the company. Proposals for equity issues will also specify whether pre-emptive rights are to be retained or suppressed or partially suppressed for the issue. As a general rule, JFAM believes that any new issue of equity should first be offered to existing shareholders on a pre-emptive basis.
JFAM will vote in favour of increases in capital which enhance a companys long-term prospects.
7b. Issue of Debt
Reasons for increased bank borrowing powers are many and varied, including allowing normal growth of the company, the financing of acquisitions, and allowing increased financial leverage. Management may also attempt to borrow as part of a takeover defence.
JFAM will vote in favour of proposals which will enhance a companys long-term prospects. We will vote against an increase in bank borrowing powers which would result in the company reaching an unacceptable level of financial leverage, where such borrowing is expressly intended as part of a takeover defence, or where there is a material reduction in shareholder value.
7c. Share Repurchase Programmes
Boards may instigate share repurchase or stock buy-back programs for a number of reasons. JFAM will vote in favour of such programmes where the repurchase would be in the best interests of shareholders, and where the company is not thought to be able to use the cash in a more useful way.
We will vote against such programmes when shareholders interests could be better served by deployment of the cash for alternative uses, or where the repurchase is a defensive manoeuvre or an attempt to entrench management.
8. MERGERS / ACQUISITIONS
Mergers and acquisitions are always reviewed on a case-by-case basis by the investment analyst in conjunction with portfolio managers and, in exceptional circumstances, the Proxy Committee. Individual circumstances will always apply. However, as a general rule, JFAM will favour mergers and acquisitions where the proposed acquisition price represents fair value, where shareholders cannot realise greater value through other means, and where all shareholders receive fair and equal treatment under the merger/acquisition terms.
9. VOTING RIGHTS
JFAM believes in the fundamental principle of one share, one vote. Accordingly, we will vote to phase out dual voting rights or classes of share with restricted voting rights, and will oppose attempts to introduce new ones. We are opposed to mechanisms that skew voting rights, such as cumulative voting; directors should represent all shareholders equally, and voting rights should accrue in accordance with the shareholders equity capital commitment to the company.
10. SHARE OPTIONS / LONG-TERM INCENTIVE PLANS (L-TIPs)
10a. Share Options
Best practice requires that share options be fully expensed, so that shareholders can assess their true cost to the company. The assumptions and methodology behind the expensing calculation should also be explained to shareholders.
We will generally vote against the cancellation and re-issue, re-pricing, of underwater options.
10b. Long-Term Incentive Plans (L-TIPs)
A Long-Term Incentive Plan (L-TIP) can be defined as any arrangement, other than deferred bonuses and retirement benefit plans, which require one or more conditions in respect of service and/or performance to be satisfied over more than one financial year.
JFAM normally will vote in favour of schemes with keen incentives and challenging performance criteria, which are fully disclosed to shareholders in advance, and vote against payments which are excessive or performance criteria which are undemanding.
11. OTHERS
11a. Charitable Issues
Charitable donations are generally acceptable, provided they are within reasonable limits and fully disclosed to shareholders.
11b. Political Issues
JFAM does not normally support the use of shareholder funds for political donations, and would require the fullest explanation as to why this would be beneficial to shareholders.
11c. Poison Pills
Poison pills, or shareholder rights plans, are designed to give shareholders of a target company the right to purchase shares of the acquiring company, the target company, or both at a substantial discount from market value. These rights are exercisable once a pre-defined triggering event occurs, generally a hostile takeover offer or an outsiders acquisition of a certain percentage of stock. Corporations may or may not be able to adopt poison pills without shareholder approval, depending on the market.
In reaching its voting position, the Committee has reviewed and continues to review current takeover events. However, it has concluded that there is no clear evidence that poison pills deter takeover offers or defeat takeover attempts and are, in fact, sometimes used as tools to entrench management.
JFAM will generally vote against anti-takeover devices and support proposals aimed at revoking existing plans. Where anti-takeover devices exist, they should be fully disclosed to shareholders and shareholders should be given the opportunity to review them periodically.
11d. Composite Resolutions
Agenda items at shareholder meetings should be presented in such a way that they can be voted upon clearly, distinctly and unambiguously. We normally oppose deliberately vague, composite or "bundled" resolutions, depending on the context.
11e. Amendments to company articles
i. Limitation on Directors Liability review on a case by case basis
ii. Changes in business activities/ Expansion of business line generally vote For
iii. Relaxation of Quorum Requirement - generally vote Against
iv. Shares Repurchase at discretion of the Board of Directors review on a case by case basis
v. Changes of shareholders record date at discretion of the Board of Directors generally vote Against
IV. ACTIVISM
Activism Policy
1. Discharge of Responsibilities
a) Our primary responsibility is to protect our clients interests and, as active managers, we therefore absolutely reserve the right to dispose of an investment where a company fails to meet our expectations.
b) Our investment managers and analysts have explicit responsibilities for monitoring the companies in the universe of stocks from which clients portfolios are constructed. Whilst we attach considerable importance to meetings with management (and several hundred take place in Asia ex Japan each year), we also emphasise the benefits of fundamental research into companies in our investment processes. Industry research, balance sheet analysis and company news flow all have a role to varying degrees in our company monitoring.
c) Our approach to dealing with conflicts of interest is described fully in our Corporate Governance Policies and Procedures. We seek to minimise conflicts by controlling information flows between different parts of JPMorgan Chase. Where a material conflict does arise we require investors who make the voting decision to certify that they have acted solely in the clients best interests.
2. Monitor Performance
Monitoring of company performance is a key part of our investment processes. We maintain a record of all private meetings held with companies. We regard these meetings as confidential and will not comment on them outside JFAM.
3. Evaluating and Reporting
We are convinced that a strong governance culture leads ultimately to a better business and a better stock market rating. As investors we scrutinise companies governance policies as a part of our investment research and take comfort from good governance.
4. Intervening when necessary
We do not normally intervene directly in the management of companies . However where a company has failed to meet our expectations and it is not clear what action is being taken to remedy the situation , but we believe the potential of the company still justifies retention in our clients' portfolios , we will arrange to meet senior management in order to express our concerns. Intervention at companies is never publicised. In the small capitalisation end of the market , more aggressive intervention is more common , but still infrequent , as we may hold a significant percentage of a company's equity.
V. Sustainability
Where JFAM engages with companies on broader social, environmental and sustainability issues, we have adopted a positive engagement approach. Thus, specific assets or types of assets are not excluded on purely social, environmental or ethical criteria (unless specifically requested by clients). Rather, analysts take such issues into account as part of the mainstream analytical process. Where appropriate, JFAM will also engage with company management on specific issues at company one-to-one meetings. This engagement activity can then be reported to clients as required.
Where social or environmental issues are the subject of a proxy vote, JFAM will consider the issue on a case-by-case basis, keeping in mind at all times the best financial interests of our clients.
It is anticipated that our sustainability program will continue to expand both in terms of scope and market coverage as client demand and availability of suitable resources dictate.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1) The day-to-day management of the Fund's portfolio is handled by the Greater China investment team of JPMAM. The Greater China Investment Team is based in Hong Kong. The head of this team is Howard Wang and Emerson Yip and Shumin Huang are portfolio managers.
Mr. Wang joined JPMAM in Hong Kong in July 2005. Prior to his appointment, Mr. Wang spent eight years with Goldman Sachs, where in 2004, he was appointed Managing Director, Equities and General Manager of the Taipei branch office.
Mr. Yip joined JPMAM in Hong Kong in May 2006. Prior to his appointment, Mr.Yip was a director of Newbridge Capital where, since 1998, he held various positions of responsibility.
Ms. Huang joined JPMAM in Hong Kong in February 2006. Prior to her appointment, Ms. Huang worked she was a managing director of the Global Investment Research team of Goldman Sachs from 1997.
The chart below shows the number, type and market value as of December 31, 2009 of the accounts other than the Fund that are managed by each of the Funds portfolio managers. The potential for conflicts of interest exists when a portfolio manager manages other accounts with similar or different investment objectives and strategies as the Fund ("Other Accounts"). Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities.
(a) (2)
Howard Wang |
|
|
|
|
|
(a)(2)(ii) |
|
|
|
|
|
Registered Investment companies |
Other Pooled Investment Vehicles |
Other Accounts |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
2 |
116m |
8 |
2,129m |
Nil |
Nil |
|
|
|
|
|
|
(a)(2)(iii) - Performance fee |
|
|
|
|
Registered Investment companies |
Other Pooled Investment Vehicles |
Other Accounts |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
Nil |
Nil |
1 |
13m |
Nil |
Nil |
|
|
|
|
|
|
Emerson Yip |
|
|
|
|
|
(a)(2)(ii) |
|
|
|
|
|
Registered Investment companies |
Other Pooled Investment Vehicles |
Other Accounts |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
2 |
116m |
6 |
788m |
4 |
460m |
|
|
|
|
|
|
(a)(2)(iii) - Performance fee |
|
|
|
|
Registered Investment companies |
Other Pooled Investment Vehicles |
Other Accounts |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
|
|
|
|
|
|
Shumin Huang |
|
|
|
|
|
(a)(2)(ii) |
|
|
|
|
|
Registered Investment companies |
Other Pooled Investment Vehicles |
Other Accounts |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
1 |
98m |
4 |
4,985m |
1 |
16m |
|
|
|
|
|
|
(a)(2)(iii) - Performance fee |
|
|
|
|
Registered Investment companies |
Other Pooled Investment Vehicles |
Other Accounts |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
Number of accounts |
Total Assets (USD) |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
|
|
|
|
|
|
|
|
|
|
|
|
(a)(4) Ownership of Securities |
|
|
|
|
Portfolio Manager |
None |
$1-$10,000 |
$10,000-$50,000 |
|
|
Howard Wang |
x |
|
|
|
|
Emerson Yip |
x |
|
|
|
|
Shumin Huang |
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Responsibility for managing the client portfolios of the Advisor and the Advisor's participating affiliates is organized according to the mandates of each account. The Fund's portfolio managers manage other accounts with similar objectives, approach and philosophy to the Fund. The portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across these similar portfolios, which minimizes the potential for conflicts of interest. For Howard Wang, these similar portfolios include two registered investment company and seven of the eight other pooled investment vehicles as described under ITEM 8 (a)(2)(ii) above that invest in the Greater China/China/Asia markets and only take long positions in securities. On the other hand, the other pooled investment vehicle described under ITEM 8 (a)(2)(iii) also invests in the Greater China markets but
may take long and short positions in securities as part of its investment strategy. When the portfolio manager engages for this other pooled investment
vehicle in short sales of securities which the Fund has purchased, the portfolio manager could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of those securities to fall.
For Emerson Yip, the similar portfolios include two registered investment companies, six other pooled investment vehicles as described under ITEM 8 (a)(2)(ii) above that invest in Greater China/Hong Kong markets and only take long positions in securities, and three other accounts as described under ITEM 8 (a)(2)(ii) above that invest in Hong Kong/Greater China markets.
For Shumin Huang, these similar portfolios include one registered investment company and four other pooled investment vehicles as described under ITEM 8 (a)(2)(ii) above that invest in China/Hong Kong markets and only take long positions in securities, and three one account as described under ITEM 8 (a)(2)(ii) above that invest in Hong Kong/China markets.
The Advisor and the Advisor's participating affiliates receive more compensation with respect to certain Other Accounts than that received with respect to the Fund and receive compensation based in part on the performance of one of the Other Accounts as described under ITEM 8 (a)(2)(iii). This may create a potential conflict of interest for the Advisor or the Fund's portfolio managers by providing an incentive to favor these Other Accounts when, for example, placing securities transactions. The conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability, and allocation of investment opportunities generally, could raise a potential conflict of interest, as
the Advisor or the portfolio managers may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. The portfolio managers may be perceived as causing accounts they manage to participate in an offering to increase the Advisor's overall allocation of securities in that offering. A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account.
The Advisor has policies and procedures designed to manage these conflicts described above such as allocation of investment opportunities to achieve fair and equitable allocation of investment opportunities among its clients over time. For example, orders for the same equity security are aggregated on a continual basis throughout each trading day consistent with the Advisor's duty of best execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the allocation. Another exception may occur when thin
markets or price volatility require that an aggregated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, the dealer may have the discretion to complete and exclude the small orders.
Purchases of money market instruments and fixed income securities cannot always be allocated pro-rata across the accounts with the same investment strategy and objective. However, the Advisor attempts to mitigate any potential unfairness by basing non-pro rata allocations upon an objective predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of the Advisor so that fair and equitable allocation will occur over time.
(a)(3) Portfolio Managers Compensation
The Fund's portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link their performance to client investment objectives. The total compensation program includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives and restricted stock and, in some cases, mandatory deferred compensation. These elements reflect individual performance and the performance of the Advisor's business as a whole.
Each portfolio manager's performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios that he manages. Individual contribution relative to client goals carries the highest impact. The compensation is primarily driven by meeting or exceeding clients' risk and return objectives, relative performance to
competitors or competitive indices and compliance with firm policies and regulatory requirements. In evaluating the portfolio manager's performance with respect to the mutual funds (including the Fund) he manages, the funds' pre-tax performance is compared to the appropriate market peer group and to each fund's benchmark index listed in the fund's prospectus over one, three
and five year periods (or such shorter time as the portfolio manager has managed the fund). Investment performance is generally more heavily weighted to the long-term.
Stock awards are granted as the annual performance bonus and comprise from 0% to 35% of each portfolio manager's total award. As the level of incentive compensation increases, the percentage of compensation awarded in restricted stock also increases.
ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable to the Fund.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the Funds board of directors since the Fund filed its last form NCSR
ITEM 11. CONTROLS AND PROCEDURES.
(a) The Fund's principal executive and principal financial officers have concluded that the Fund's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this Form N-CSR based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the 1934 Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the Fund's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the Fund's second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund's internal control over financial reporting.
ITEM 12. EXHIBITS.
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(a)(1) Code of Ethics is attached hereto in response to Item 2(f). |
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(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940. |
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(a)(4) Proxy voting policies and procedures of the Fund and its investment advisor are attached hereto in response to Item 7. |
(b) The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JF China Region Fund, Inc.
By: |
/s/_____________________________ |
Simon Crinage
President and Principal Executive Officer
March 5, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: |
/s/___________________________ |
Simon Crinage
President and Principal Executive Officer
March 5, 2010
By: |
/s/____________________________ |
Michael J. James
Treasurer and Principal Financial Officer
March 5, 2010