UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-06686
JPMorgan China Region Fund, Inc.
(Exact name of registrant as specified in charter)
One Beacon Street, 18th Floor
Boston, MA 02108
(Address of principal executive offices) (Zip code)
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(Name and Address of Agent for Service)
Registrants telephone number, including area code: (800) 441-9800
Date of fiscal year end: December 31
Date of reporting period: January 1, 2014 through June 30, 2014
ITEM 1. REPORTS TO STOCKHOLDERS.
The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).
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.
Semi-Annual Report
June 30, 2014 (Unaudited)
JPMorgan 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. Renminbi denominated China A-shares, which are listed in China, are available for acquisition by the Fund by direct investment up to $20m and by indirect investment up to 10% of the Funds total assets through exposure to China A-share investment companies. It is intended that the Fund will maintain a $20m direct investment in China A-shares. Further details on China A-shares are provided in note 7(iii) of the Notes to Financial Statements on page 24.
The Fund invests to take advantage of the many opportunities that result from this linkage among the markets of the China Region.
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). Funds under management for the global asset management business of JPMAM were US$1.7 trillion as of June 30, 2014.
The Funds lead portfolio manager is Emerson Yip, a Senior Portfolio Manager within JPMAMs Greater China investment team in Hong Kong.
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 1 |
2 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
JUNE 30, 2014 |
DECEMBER 31, 2013 | |||||
Net Assets |
$111.2 million | $111.4 million | ||||
Net Asset Value Per Share |
$17.25 | $17.28 | ||||
Market Data |
||||||
Share Price on the New York Stock Exchange |
$15.18 | $15.16 | ||||
Discount to Net Asset Value |
12.0% | 12.3% | ||||
Total Return for the Six Months Ended June 30, 2014 |
||||||
Net Asset Value |
(0.2)% | |||||
Share Price |
0.2% | |||||
JFC Benchmark Index* |
1.5% | |||||
Previous Benchmark Index** |
4.1% | |||||
MSCI Hong Kong Index (Total) |
4.6% | |||||
MSCI China Index (Total) |
(0.5)% | |||||
MSCI Taiwan Index (Total) |
11.6% | |||||
CSI 300 Index (Total) |
(8.2)% | |||||
Net Asset Value and Share Price vs. Benchmark Index |
* | JFC Benchmark Index: 80% MSCI Golden Dragon Index (Net) 20% CSI 300 Index (Net). Prior to October 1, 2013, 80% MSCI Golden Dragon Index (GDR) +20% CSI 300 Index (Total). Prior to April 13, 2012, the MSCI Golden Dragon Index (Total). At December 31, 2011 the MSCI Golden Dragon Index (Total) comprised 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). 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. |
** | Previous Benchmark Index: MSCI Golden Dragon Index (Total). |
*** | Commencement of operations. |
Source: J.P. Morgan Asset Management.
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 3 |
JUNE 30, 2014
For more information please refer to the Funds website at www.jpmchinaregionfund.com
4 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 5 |
INVESTMENT ADVISORS REPORT (continued)
6 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 7 |
INVESTMENT ADVISORS REPORT (continued)
8 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 9 |
AT JUNE 30, 2014 (Unaudited)
% OF NET ASSETS |
||||
Taiwan Semiconductor Manufacturing Co., Ltd. (TSMC) |
7.3 | |||
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. | ||||
Tencent Holdings Ltd. |
6.1 | |||
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. | ||||
China Construction Bank Corp. A H |
5.1 | |||
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. | ||||
AIA Group Ltd. |
4.1 | |||
Offers insurance and financial services. The company writes life insurance for individuals and businesses, accident and health insurance, retirement planning and wealth management services. | ||||
China Petroleum & Chemical Corp. A H |
2.9 | |||
Refines, produces and trades petroleum and petrochemical products such as gasoline, diesel, jet fuel, kerosene, ethylene, synthetic fibers, synthetic rubber, synthetic resins and chemical fertilizers. Also, the Company explores for and produces oil and natural gas in China. | ||||
China Vanke Co., Ltd. A H |
2.6 | |||
A Property development company. The Company mainly develops residential properties in Shenzhen, Shanghai, Beijing, Tianjin, Tangshan, Shenyang, Nanjing, and other big cities in China. | ||||
Hutchison Whampoa Ltd. |
2.4 | |||
Operates businesses in ports and related services, telecommunications, property and hotels, retail and manufacturing, and energy and infrastructure. | ||||
Industrial & Commercial Bank of China Ltd. (ICBC) |
2.3 | |||
Provides a broad range of personal and corporate commercial banking services across China. The banks businesses include deposit, loan, credit card, fund underwriting and trust, and foreign currency settlement and trading. | ||||
Ping An Insurance Group Co. A H |
2.1 | |||
Provides a variety of insurance service in China. The Company writes property, casualty, and life insurance. Ping An Insurance also offers financial services. | ||||
Sands China Ltd. |
1.9 | |||
Develops, owns and operates integrated resorts and casinos in Macau. The company also owns convention and exhibition halls in Macau and retail malls. |
10 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
AT JUNE 30, 2014 (Unaudited)
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 11 |
INVESTMENT PORTFOLIO
AT JUNE 30, 2014 (Unaudited) (continued)
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
12 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 13 |
INVESTMENT PORTFOLIO
AT JUNE 30, 2014 (Unaudited) (continued)
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
14 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
STATEMENT OF ASSETS AND LIABILITIES
AS OF JUNE 30, 2014 (Unaudited)
(in US$) | ||||
ASSETS: |
||||
Investments in non-affiliates, at value (cost $101,179,531) |
122,244,053 | |||
Investments in affiliates, at value (cost $1,622,328) |
1,636,320 | |||
|
|
|||
Total investments, at value (cost $102,801,859) |
123,880,373 | |||
Cash |
220,240 | |||
Foreign currency, at value (cost $2,560,509) |
2,570,816 | |||
Deposits at broker (See Note 7.iii.) |
28,426 | |||
Receivable for securities sold |
167,352 | |||
Dividends receivable |
480,279 | |||
|
|
|||
Total Assets |
127,347,486 | |||
|
|
|||
LIABILITIES: |
||||
Loan payable to bank (See Note 6) |
15,000,000 | |||
Payables |
||||
Payable for securities purchased |
368,104 | |||
Accrued liabilities |
||||
Deferred China capital gains tax |
472,779 | |||
Other |
88,689 | |||
Administration fees |
65,694 | |||
Custodian and accounting fees |
56,348 | |||
Directors fees and expenses |
28,502 | |||
Investment advisory fees |
22,043 | |||
Interest on loan |
8,191 | |||
|
|
|||
Total Liabilities |
16,110,350 | |||
|
|
|||
Net Assets |
111,237,136 | |||
|
|
|||
Net assets consist of: | ||||
Common stock, $0.01 par value |
64,476 | |||
Paid-in capital |
98,994,145 | |||
Undistributed net investment income |
1,081,040 | |||
Accumulated realized loss on investments and foreign currency transactions |
(9,944,157 | ) | ||
Accumulated net unrealized appreciation on investments, foreign currency holdings, and other |
21,041,632 | |||
|
|
|||
Net Assets |
111,237,136 | |||
|
|
|||
Net Asset Value Per Share ($111,237,136 ÷ 6,447,637) |
17.25 | |||
|
|
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 15 |
FOR THE SIX MONTHS ENDED JUNE 30, 2014 (Unaudited)
(in US$) | ||||
INVESTMENT INCOME: |
||||
Dividends from non-affiliates (net of foreign withholding tax of $87,137) |
1,704,092 | |||
Interest income from non-affiliates |
4,044 | |||
|
|
|||
Total Investment Income |
1,708,136 | |||
|
|
|||
EXPENSES: |
||||
Investment advisory fees |
570,685 | |||
Directors fees and expenses |
174,943 | |||
Interest expense to non-affiliates (See Note 6) |
114,434 | |||
Custodian and accounting fees |
92,203 | |||
Legal fees |
57,905 | |||
Administration fees |
43,820 | |||
Audit fees |
35,675 | |||
Insurance fees |
25,038 | |||
Shareholder service fees |
15,296 | |||
Other expenses |
15,151 | |||
NYSE listing fees |
12,610 | |||
Shareholder report fees |
3,796 | |||
|
|
|||
Net Expenses |
1,161,556 | |||
|
|
|||
Net Investment Income |
546,580 | |||
|
|
|||
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY |
||||
Net realized gain (loss) |
||||
Investments in non-affiliates (net of China tax of $66,072 on realized gain) |
942,640 | |||
Foreign currency transactions |
(40,508 | ) | ||
|
|
|||
Net realized gain (loss) |
902,132 | |||
|
|
|||
Net change in unrealized appreciation/depreciation |
||||
Investments in non-affiliates (net of China tax of $122,042 on unrealized appreciation) |
(1,445,986 | ) | ||
Investments in affiliates |
(207,430 | ) | ||
Foreign currency translations |
6,243 | |||
|
|
|||
Change in net unrealized appreciation/depreciation |
(1,647,173 | ) | ||
|
|
|||
Net realized and unrealized gain (loss) on investments, foreign currency holdings and other assets |
(745,041 | ) | ||
|
|
|||
Net decrease in net assets resulting from operations |
(198,461 | ) | ||
|
|
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
16 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIODS INDICATED
Six Months Ended June 30, 2014 (Unaudited) (in US$) |
Year Ended December 31, 2013 (in US$) |
|||||||
INCREASE IN NET ASSETS: |
||||||||
Operations |
||||||||
Net investment income |
546,580 | 641,115 | ||||||
Net realized gain (loss) on investment transactions |
902,132 | 5,738,325 | ||||||
Net change in unrealized appreciation (depreciation) on investments, foreign currency holdings and other assets and liabilities denominated in foreign currencies |
(1,647,173 | ) | 6,159,859 | |||||
|
|
|
|
|||||
Net increase (decrease) in net assets resulting from operations |
(198,461 | ) | 12,539,299 | |||||
|
|
|
|
|||||
DISTRIBUTIONS TO STOCKHOLDERS: |
||||||||
Net investment income |
| (831,745 | ) | |||||
|
|
|
|
|||||
Total distributions to shareholders |
| (831,745 | ) | |||||
|
|
|
|
|||||
Total increase (decrease) in net assets |
(198,461 | ) | 11,707,554 | |||||
|
|
|
|
|||||
NET ASSETS: |
||||||||
Beginning of period |
111,435,597 | 99,728,043 | ||||||
|
|
|
|
|||||
End of period (including undistributed net investment income of $1,081,040 and $534,460, respectively) |
111,237,136 | 111,435,597 | ||||||
|
|
|
|
|||||
SHARE TRANSACTIONS |
||||||||
Opening number of shares |
6,447,637 | 6,447,637 | ||||||
|
|
|
|
|||||
Closing number of shares |
6,447,637 | 6,447,637 | ||||||
|
|
|
|
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 17 |
FOR THE SIX MONTHS ENDED JUNE 30, 2014 (Unaudited)
(in US$) | ||||
INCREASE (DECREASE) IN CASH |
||||
Cash flows provided (used) by operating activities: |
||||
Net increase/decrease in net assets from operations |
(198,461 | ) | ||
Adjustments to reconcile net increase/decrease in net assets |
||||
Purchase of investment securities |
(42,932,633 | ) | ||
Proceeds from disposition of investment securities |
43,404,827 | |||
Change in unrealized (appreciation)/depreciation on investments |
1,775,458 | |||
Net realized (gain)/loss on investments |
(1,008,715 | ) | ||
Decrease in deposits at broker |
709 | |||
Decrease in receivable for investment securities sold |
460,561 | |||
Increase in dividends receivable |
(479,500 | ) | ||
Increase in payable for investment securities purchased |
212,322 | |||
Decrease in Deferred China capital gains tax |
(55,971 | ) | ||
Increase in accrued expenses and other liabilities |
95,838 | |||
|
|
|||
Net cash provided (used) by operating activities |
1,274,435 | |||
|
|
|||
Net increase/decrease in cash |
1,274,435 | |||
|
|
|||
Cash: |
||||
Beginning of period (including foreign currency of $1,497,939) |
1,516,621 | |||
|
|
|||
End of period (including foreign currency of $2,570,816) |
2,791,056 | |||
|
|
Supplemental disclosure of cash flow information:
For the six month period, the Fund paid $110,960 in interest expense.
For purposes of reporting the Statement of Cash Flows, the Fund considers all cash accounts that are not subject to withdrawal restrictions or penalties to be cash equivalents.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
18 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
FOR THE PERIODS INDICATED
For Six Months Ended June 30, 2014 (Unaudited) (in US$) |
For Year Ended December 31, 2013 (in US$) |
For Year Ended December 31, 2012 (in US$) |
For Year Ended December 31, 2011 (in US$) |
For Year Ended December 31, 2010 (in US$) |
For Year Ended December 31, 2009 (in US$) |
|||||||||||||||||||
For a share outstanding throughout each year: |
||||||||||||||||||||||||
Net asset value, beginning of period |
17.28 | 15.47 | 12.75 | 17.41 | 15.27 | 9.50 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net investment income |
0.08 | 0.10 | 0.08 | 0.14 | 0.05 | 0.02 | ||||||||||||||||||
Net realized and unrealized gain (loss) |
(0.11 | ) | 1.84 | 2.74 | (4.70 | ) | 2.11 | 5.81 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total from investment operations |
(0.03 | ) | 1.94 | 2.82 | (4.56 | ) | 2.16 | 5.83 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Dividends from net investment income |
| (0.13 | ) | (0.10 | ) | (0.10 | ) | (0.02 | ) | (0.06 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net asset value, end of period |
17.25 | 17.28 | 15.47 | 12.75 | 17.41 | 15.27 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Market value, end of period |
15.18 | 15.16 | 14.00 | 11.02 | 15.79 | 13.78 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total Investment Return |
||||||||||||||||||||||||
Per share market value * |
0.2 | % | 9.2 | % | 28.2 | % | (29.6 | %) | 14.7 | % | 57.8 | % | ||||||||||||
RATIOS/SUPPLEMENTAL DATA |
||||||||||||||||||||||||
Net assets, end of period |
111,237,136 | 111,435,597 | 99,728,043 | 82,226,478 | 112,248,790 | 98,457,230 | ||||||||||||||||||
Ratio of total expenses to average net assets |
2.21 | % | 2.26 | % | 2.11 | % | 1.89 | % | 1.99 | % | 2.12 | % | ||||||||||||
Ratio of total expenses to average net assets, excluding interest expense |
1.99 | % | 2.05 | % | 2.04 | % | 1.89 | % | 1.99 | % | 2.12 | % | ||||||||||||
Ratios of net investment income to average net assets |
1.04 | % | 0.61 | % | 0.54 | % | 0.87 | % | 0.32 | % | 0.19 | % | ||||||||||||
Portfolio turnover rate |
35.9 | % | 66.6 | % | 85.8 | % | 66.8 | % | 76.1 | % | 101.0 | % | ||||||||||||
Number of shares outstanding at end of period (in thousands) |
6,448 | 6,448 | 6,448 | 6,448 | 6,448 | 6,448 |
* | 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.
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 19 |
AT JUNE 30, 2014 (Unaudited)
1. Organization and Capital
JPMorgan 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.
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.
Effective December 6, 2013, the JF China Region Fund, Inc. changed its name to JPMorgan China Region Fund, Inc.
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 be 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 prevailing exchange rate in effect on the valuation date. Investments in open ended mutual funds are valued at current days closing net asset value per share (NAV), with the exception of the JPMorgan China Pioneer A-Share Fund, which is valued at the current days closing bid price.
Valuations reflected in this report are as of the report date. As a result, changes in valuation due to 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) |
A financial instruments level within the fair value hierarchy is based on the lowest level of any input, both individually and in the aggregate, that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
20 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
The following table represents each valuation input as presented on the Investment Portfolio:
Level 1 Quoted prices |
Level 2 Other significant observable inputs |
Level 3 Significant |
Total | |||||||||||||
Total Investments in Securities (a) |
$ | 122,244,053 | $ | 1,636,320 | $ | | $ | 123,880,373 | ||||||||
|
|
|
|
|
|
|
|
(a) | All portfolio holdings designated as Level 1 and Level 2 are disclosed individually in the Investment Portfolio. Level 2 consists of an open ended mutual fund. Please refer to the Investment Portfolio for industry specifics of 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. 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 unrealized appreciation/depreciation on investments. The Fund does isolate the effect of changes in foreign exchange rates from fluctuations when determining realized gain or loss for sales of fixed income securities.
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 Certain securities held by the Fund may be subject to legal or contractual restrictions on resale or are illiquid. Restricted securities generally may be resold in transactions exempt from registration under the Securities Act of 1933 (the Securities Act). Illiquid securities are securities which cannot be disposed of promptly (within seven days) and in the usual course of business at approximately its fair value and include, but are not limited to, 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. Prompt sale at the current valuation may be difficult and could adversely affect the net assets of the Fund.
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.
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, net of foreign taxes withheld, if any, is 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 purchases/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.
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 21 |
NOTES TO FINANCIAL STATEMENTS
AT JUNE 30, 2014 (Unaudited) (continued)
As described in Note 7.iii, the Fund invests in China A-shares, which are separately identified in the Investment Portfolio. Based upon its current interpretation of tax rules in China, the Fund records an estimated deferred tax liability for realized and unrealized gains on China A-share securities sold during, or held at the end of, the reporting period.
3. Investment Transactions
During the six months ended June 30, 2014, the Fund made purchases of $42,932,633 and sales of $43,404,827 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 Adviser), an indirect wholly-owned subsidiary of JPMorgan Chase & Co. (JPMorgan) provides investment advisory services to the Fund under the terms of an investment advisory agreement. The Adviser is paid a fee, computed weekly and payable monthly, at the annual rate of 1.00% of the Funds weekly managed gross assets. Investments in funds on which the Adviser or its affiliates charges a management fee are excluded from the calculation. The Investment Adviser has agreed to waive its entitlement to a management fee on any cash held when borrowings are drawn under a borrowing facility.
ii) During the six months ended June 30, 2014, the Fund did not pay any brokerage commissions to JPMorgan companies or affiliated brokers/dealers.
iii) Other Service Providers Pursuant to an Administration Agreement, JPMorgan Chase Bank, N.A. (JPMCB), an indirect, wholly-owned subsidiary of JPMorgan (the Administrator), provides certain administration services to the Fund. For the six months ended June 30, 2014, the Fund paid an administration fee of $43,820 in respect of tax, compliance, financial reporting and regulatory services.
JPMCB 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 accrued 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 $35,000. 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 Adviser, Administrator or any affiliate thereof, an annual fee of $24,100, the Audit Committee Chairman $28,500 and the Chairman $35,000 plus a $3,300 attendance fee for each Board meeting, Management Engagement Committee meeting and Audit Committee meeting attended. A per diem allowance of $2,000 per day, or $1,000 per half day, is paid to Directors in respect of time spent by Directors on Fund business outside normal Board and Committee meetings. The per diem allowance is subject to Board approval in advance. 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.
v) As of June 30, 2014, the Fund had two shareholders, City of London Investment and Lazard Asset Management, each holding more than 5% of the Funds outstanding shares, who held in aggregate approximately 60% of the Funds outstanding shares.
22 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
5. Capital Share Transactions
On September 6, 2013, 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 NAV, any purchase of shares by the Fund has the effect of increasing the NAV of the Funds remaining shares outstanding. All shares purchased by the Fund are thereafter considered authorized and unissued.
i) Share Repurchase Program On September 6, 2013, the Board renewed the Funds share repurchase authority up to 644,764 shares (10% of its then issued and outstanding shares) in the open market through September 4, 2014. Repurchases can be made only when the Funds shares are trading at less than NAV and at such times and amounts as it is believed to be in the best interest of the Funds stockholders.
During the six months ended June 30, 2014 and the years ended December 31, 2013 and December 31, 2012, the Fund did not repurchase any shares under the share repurchase program.
6. Borrowings
On February 25, 2013, the Fund renewed its financing arrangement with Scotiabank (Ireland) Ltd (the Lender), which was originally entered into on February 27, 2012. Under this arrangement, the Lender provides a secured, committed credit facility in the aggregate amount of $17.5 million to the Fund. No compensating balances are required. The Fund has paid an upfront loan arrangement fee of $17,500, as required under this agreement. Interest on borrowings, if any, will be payable at 1.25% plus the London Interbank Offered Rate (LIBOR). Interest on unutilized amounts will be payable at 0.25% if the unutilized amounts are equal to or less than 50% of the committed amount and 0.35% if the unutilized amounts are greater than 50% of the committed amount. At June 30, 2014, the interest rate on outstanding borrowings was 1.40%. This agreement is in effect until February 25, 2015. The credit agreement governing the credit facility includes usual and customary covenants for this type of transaction.
Borrowings outstanding from the secured, committed credit facility and average borrowings from the credit facility for the six months ended June 30, 2014, were as follows:
Outstanding Borrowings at June 30, 2014 |
Weighted For Days Drawn Upon |
Average Interest Rate on Borrowings |
Number of Days Outstanding |
Interest Expense on Borrowings |
Interest Expense on Unutilized Amounts |
|||||||||||||||
$15,000,000 |
$ | 15,000,000 | 1.41 | % | 181 | $ | 111,292 | $ | 3,142 |
The maximum borrowings during the six months ended June 30, 2014 was $15,000,000, from January 1, 2014 to June 30, 2014. Interest expense to non-affiliates in the Statement of Operations includes interest expense on borrowings and unutilized amounts during the six months ended June 30, 2014.
7. 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 companies organized in the Peoples Republic of China, the Hong Kong Special Administrative Region, the Macau Special Administrative Region or Taiwan (the China Region) or for which the principal securities trading market is in the China Region; or companies, regardless of where organized, which have 50% or more of their assets in, or derive 50% or more of their revenues or profits from, the China Region. 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 June 30, 2014, the Fund had 55.2%, 31.4% and 24.8%, based on net assets, of its total investments invested in China, Hong Kong and Taiwan, respectively.
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 23 |
NOTES TO FINANCIAL STATEMENTS
AT JUNE 30, 2014 (Unaudited) (continued)
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) Direct Investments in China A-share securities The China Securities Regulatory Commission (CSRC) may grant qualified foreign institutional investor (QFII) licenses, which allow foreign investments in A-shares on the Shanghai and Shenzhen Stock Exchanges and certain other securities historically not eligible for investment by non-Chinese investors. Each QFII is authorized to invest in China A-shares only up to a specified quota established by the Chinese State Administration of Foreign Exchange (SAFE). JF Asset Management Limited has a QFII license permitting it to invest a specific portion of the assets of certain funds (which may include the Fund) in local Chinese securities. Although the laws of China permit the use of nominee accounts for clients of QFIIs, the Chinese regulators require the general securities trading and settlement accounts to be maintained in the name of the QFII. As the Fund is permitted to invest in China A-shares, the Funds local custodian bank maintains a specific sub-account for the A-share investments in the name of the Fund. This amount is included in Deposits at broker in the Statement of Assets and Liabilities. However, there is a risk that creditors of the QFII and its affiliates (each, a JP Morgan Affiliate) may assert that a JP Morgan Affiliate, and not the Fund, has recourse against the securities and other assets in the account and/or sub-accounts. If a court upholds such an assertion, creditors of a JP Morgan Affiliate could seek payment from the Funds A-share investments.
Additional risks for the Funds A-share investments include a potential lack of liquidity, greater price volatility, and restrictions on the repatriation of invested capital. Because of low trading volume and various restrictions on the free flow of capital into the A-share market, the China A-share market could be less liquid and trading prices of A-shares could be more volatile than other local securities markets. In addition, net realized profits on fund investments in A-shares may only be repatriated under certain conditions and upon the approval of SAFE. Rules regarding taxation of investments in mainland China are unsettled and may be subject to change. Changes in the taxation of A-shares could materially affect the Funds performance.
iv) 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.
8. 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. Management has reviewed the Funds tax positions for all open tax years and has determined that as of June 30, 2014, no liability for income tax is required in the funds financial statements for net unrecognized tax benefits. However, managements 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.
Under the Regulated Investment Company Modernization Act of 2010 (the Act), net capital losses recognized by the Fund after December 31, 2010, are carried forward indefinitely, and retain their character as short-term and/or long-term losses. Prior to the Act, pre-enactment net capital losses incurred by the Fund were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.
At December 31, 2013, the Fund had pre-enactment net capital loss carryforwards of $9,883,039, expiring during 2017, which are available to offset future realized gains.
24 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
RESULTS OF THE ANNUAL STOCKHOLDERS MEETING
The Fund held its annual stockholders meeting on May 8, 2014. At this meeting, stockholders re-elected Julian M.I. Reid to the Funds Board of Directors, the results of which are set out below.
I) Election of Director
Nominee | Votes For | Votes Against | Votes Withheld | Shares Not Voted |
Total Voting Shares | |||||||||||||||
Julian M.I. Reid | 5,485,257 | 396,430 | | 565,950 | 6,447,637 |
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 25 |
RESULTS OF THE ANNUAL STOCKHOLDERS MEETING
(continued)
26 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
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 2015; Chairman and Director since 1994. | Chairman of the Board of the Fund; Chairman of the Board, Western Provident Association (insurance), LG India Plus Fund Ltd (financial), Pedder Street Asia Absolute Return Fund Limited (financial); LG Asia Plus Fund Limited (financial); Director, Cheetah Korea Value Fund Ltd (financial) and Chief Executive Officer, Cromer Associates Limited (family business). | 1 | See Principal Occupation. | ||||
Alexander R. Hamilton (October 4, 1941) P.O. Box 12343 General Post Office Hong Kong Class II Director | Three year term ends in 2016; Director since 1994. | Director of Citic Pacific Limited (infrastructure), Cosco International Holdings Limited (shipping), Esprit Holdings Limited (clothing retail), Shangri-La Asia Limited (hotels) and Octopus Cards Limited (financial services). Former Director of China Cosco Holdings Co. Limited (shipping) (retired May 2011). | 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 2017; 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 J M Properties Limited (property). | 1 | See Principal Occupation. |
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 27 |
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 2016; Director since 2008 | Former Trustee, JPMorgan Alternative Products mutual fund Board (1997-2009). | 1 | None. | ||||
Interested Director & President of the Fund |
||||||||
Simon J. Crinage (May 10, 1965) 60 Victoria Embankment London, EC4Y 0JP United Kingdom Class I Director and President |
Term as Director ends in 2015; Director since May, 2009 & President since 2003 | Managing Director, J.P. Morgan Asset Management. | 1 | Director of The Association of Investment Companies Limited and JF International Management Inc. |
* | The Fund is the only fund in the Fund Complex. |
28 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
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 8 Connaught
Road |
Since 2006** | Treasurer of the Fund; Executive Director, J.P. Morgan Asset Management. | ||
Lucy Dina (January 15, 1977) 60 Victoria Embankment |
Since 2013** | Secretary of the Fund; Associate, J.P. Morgan Asset Management. | ||
Steve M. Ungerman (June 2, 1953) 270 Park Avenue New York Chief Compliance Officer |
Since 2014** | Chief Compliance Officer of the Fund; Managing Director, J.P. Morgan Asset Management. |
** | The officers of the Fund serve at the discretion of the Board. |
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 29 |
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
(Unaudited)
30 | JPMORGAN CHINA REGION FUND, INC. | JUNE 30, 2014 |
(Unaudited)
Officers and Directors | The Rt. Hon. The Earl of Cromer Director and Chairman of the Board and Management Engagement Committee Simon J. Crinage Director and President Alexander R. Hamilton Director and Chairman of the Audit Committee and Pricing Committee Julian M. I. Reid Director John R. Rettberg Director Michael J. James Treasurer Lucy J. Dina Secretary Steve M. Ungerman Chief Compliance Officer | |
Investment Advisor | JF International Management Inc. P.O. Box 3151 Road Town, Tortola British Virgin Islands | |
Administrator | JPMorgan Chase Bank, N.A. 1 Beacon Street, 18th Floor Boston, Massachusetts 02108 U.S.A. | |
Custodian | JPMorgan Chase Bank N.A. 1 Beacon Street, 18th Floor Boston, Massachusetts 02108 U.S.A. | |
Independent Registered Public |
PricewaterhouseCoopers LLP 300 Madison Avenue New York, New York 10017 U.S.A. | |
Legal Counsel | Dechert LLP New York: 1095 Avenue of the Americas New York, New York 10036 U.S.A. | |
Hong Kong: 27/F Henley Building 5 Queens Road Central Hong Kong | ||
Registrar, Transfer Agent, and Dividend Paying Agent | Computershare Trust Company, N.A. P. O. Box 30170 College Station, TX 77842-3170 U.S.A. |
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.jpmchinaregionfund.com
JUNE 30, 2014 | JPMORGAN CHINA REGION FUND, INC. | 31 |
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., 2014 All rights reserved. June 30.
ITEM 2. CODE OF ETHICS.
Not required for this filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not required for this filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not required for this filing.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not required for this filing.
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.
Not required for this filing.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) | Not applicable to a semiannual report. |
(b) | There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrants most recently filed annual report on Form N-CSR. |
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 N-CSR.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The Funds principal executive and principal financial officers have concluded that the Funds 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 Funds 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 Funds second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Funds internal control over financial reporting.
ITEM 12. EXHIBITS.
(a)(1) Not required for this filing.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not required for this filing.
(a)(4) Not required for this filing.
(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.
JPMorgan China Region Fund, Inc.
By: |
/s/ Simon Crinage | |
Simon Crinage President and Principal Executive Officer September 3, 2014 |
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 | |
Simon Crinage President and Principal Executive Officer September 3, 2014 |
By: |
/s/ Michael J. James | |
Michael J. James Treasurer and Principal Financial Officer September 3, 2014 |