nvcsr
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: 811-05749
THE CHINA FUND, INC.
(Exact name of registrant as specified in charter)
C/O STATE STREET BANK & TRUST COMPANY
2 AVENUE DE LAFAYETTE
P.O. BOX 5049
BOSTON, MA 02206-5049
(Address of principal executive offices)(Zip code)
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Copy to: |
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Tracie A. Coop
Secretary
The China Fund, Inc.
4 Copley Place, 5th Floor
CPH-0326
Boston, MA 02116
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Leonard B. Mackey, Jr., Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019-6131 |
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(Name and Address of Agent for Service) |
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Registrants telephone number, including area code: (888) 246-2255
Date of fiscal year end: October 31
Date of reporting period: October 31, 2011
ANNUAL REPORT
October 31, 2011
The China Fund, Inc.
Table of Contents
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Page
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Key Highlights
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1
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Asset Allocation
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2
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Industry Allocation
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3
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Chairmans Statement
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4
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Investment Managers Statement
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5
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About the Portfolio Manager
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6
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Schedule of Investments
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7
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Financial Statements
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13
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Notes to Financial Statements
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18
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Report of Independent Registered Public Accounting Firm
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29
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Other Information
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30
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Board Deliberation Regarding
Approval of Investment
Management Agreements
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32
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Dividends and Distributions;
Dividend Reinvestment
and Cash Purchase Plan
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36
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Directors and Officers
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39
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THE CHINA FUND, INC.
KEY HIGHLIGHTS
(Unaudited)
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FUND DATA
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NYSE Stock Symbol
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CHN
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Listing Date
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July 10, 1992
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Shares Outstanding
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22,781,762
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Total Net Assets (10/31/11)
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US$660.4 million
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Net Asset Value Per Share (10/31/11)
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$28.99
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Market Price Per Share (10/31/11)
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$25.88
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TOTAL
RETURN(1)
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Performance as of
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10/31/11:
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Net Asset Value
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Market Price
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1-Year
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(9
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.71)%
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(16
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.96)%
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3-Year
Cumulative
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97
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.23%
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92
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.46%
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3-Year
Annualized
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25
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.41%
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24
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.39%
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5-Year
Cumulative
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107
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.04%
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90
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.91%
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5-Year
Annualized
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15
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.67%
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13
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.81%
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10-Year
Cumulative
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557
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.25%
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620
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.59%
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10-Year
Annualized
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20
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.72%
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21
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.83%
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DIVIDEND HISTORY
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Record Date
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Income
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Capital Gains
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12/24/10
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$0.3746
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$1.8996
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12/24/09
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$0.2557
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12/24/08
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$0.4813
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$5.3361
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12/21/07
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$0.2800
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$11.8400
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12/21/06
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$0.2996
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$3.7121
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12/21/05
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$0.2172
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$2.2947
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12/22/04
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$0.1963
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$3.3738
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12/31/03
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$0.0700
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$1.7100
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12/26/02
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$0.0640
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$0.1504
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12/31/01
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$0.1321
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12/31/00
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12/31/99
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$0.1110
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12/31/98
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$0.0780
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12/31/97
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$0.5003
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12/31/96
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$0.0834
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12/29/95
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$0.0910
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12/30/94
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$0.0093
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$0.6006
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12/31/93
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$0.0853
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$0.8250
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12/31/92
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$0.0434
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$0.0116
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(1) Total investment returns
reflect changes in net asset value per share or market price, as
the case may be, during each period and assumes that dividends
and capital gains distributions, if any, were reinvested in
accordance with the dividend reinvestment plan. The net asset
value per share percentages are not an indication of the
performance of a shareholders investment in the Fund,
which is based on market price. Total investment returns do not
reflect the deduction of taxes that a stockholder would pay on
Fund distributions or the sale of Fund shares. Total investment
returns are historical and do not guarantee future results.
1
THE CHINA FUND, INC.
ASSET ALLOCATION AS OF OCTOBER
31, 2011 (Unaudited)
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Ten Largest Listed Equity
Investments *
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1.
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China Medical System Holdings, Ltd.
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10.14%
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2.
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HAND Enterprise Solutions Co., Ltd.
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5.14%
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3.
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Ping An Insurance (Group) Company of China, Ltd. Access Product
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3.57%
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4.
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FamilyMart Co., Ltd.
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3.08%
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5.
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Wumart Stores, Inc.
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2.97%
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6.
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Shandong Weigao Group Medical Polymer Co., Ltd.
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2.93%
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7.
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Enn Energy Holdings, Ltd.
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2.82%
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8.
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Far Eastern Department Stores, Ltd.
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2.80%
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9.
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Sinopharm Group Co., Ltd.
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2.50%
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10.
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Huiyin Household Appliances Holdings Co., Ltd.
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2.41%
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Direct Investments *
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1.
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China Bright
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2.50%
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2.
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Zong Su Foods
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2.42%
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3.
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China Silicon Corp., Common Stock
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0.00%
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4.
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China Silicon Corp., Series A Preferred
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0.00%
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5.
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HAND Enterprise Solutions Pte, Ltd. Preferred
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0.00%
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* Percentages based on net assets at
October 31, 2011.
2
INDUSTRY
ALLOCATION (Unaudited)
Fund holdings are subject to change and percentages shown above
are based on total net assets as of October 31, 2011. A
complete list of holdings as of October 31, 2011 is
contained in the Schedule of Investments included in this
report. The most current available data regarding portfolio
holdings can be found on our website,
www.chinafundinc.com. You may also obtain
holdings by calling 1-888-246-2255.
3
THE CHINA FUND, INC.
CHAIRMANS STATEMENT (Unaudited)
Dear stockholders,
The past twelve months have seen remarkable volatility in global
markets, most recently manifested in the global sell-off
prompted by S&Ps downgrading of US government debt
and worries over European sovereign debt. These factors dragged
global markets down, with China also affected by domestic forces
including an overheating inflationary environment, tightening
liquidity, and largely unfounded worries over corporate
governance. In this harsh environment, the Fund returned
−9.7% on net asset value. This compares to the Funds
benchmark, MSCI Golden Dragon, which returned −10.3%.
On a further positive note, recent comments from the PRCs
Premier Wen have indicated that the leadership wants to support
growth by easing the tax burden on business. We expect that
these signals of selective easing sent by the top leadership,
along with a recent series of supportive policies, including an
increase in bank lending and a tax cut, will support a
stockmarket rebound in the coming months.
I also have some news regarding important changes to the
Funds management. Shifeng Ke has ceased to be the lead
manager of the Fund, and, as of November 9, 2011, the Fund
has entered into interim arrangements with Martin Currie Inc.
Martin Currie then entered into a sub-advisory agreement with
APS Asset Management Pte Ltd (APS) to manage the Funds
portfolio until new investment-management arrangements can be
put in place. APS is a Singapore-based investment-management
firm that specialises in Asia-Pacific equity investments, with a
particular focus on China and Greater China. APS has a team of
ten analysts based across Beijing, Shanghai and Shenzhen.
The interim arrangements will remain in place for a maximum of
150 days. The Board of Directors of the Fund is also
considering potential managers including Martin Currie Inc. and
APS to take over the management of the Funds portfolio at
the end of the term of the interim arrangements. The selection
of any such manager by the Board will be subject to stockholder
approval.
On behalf of the Board of Directors, I would like to thank you
for your continuing support of the Fund.
Sincerely,
James Lightburn
Chairman
4
THE CHINA FUND, INC.
INVESTMENT MANAGERS
STATEMENT (Unaudited)
REVIEW
OF LISTED AND DIRECT INVESTMENTS
Review
This was a challenging year for the Fund, which returned
−9.7% on net asset value against its benchmark, MSCI
Golden Dragon which returned −10.3%.
Chinese markets were volatile over the period, on fears of
inflation and tightening liquidity. Given these domestic
difficulties, as well as the clouds cast by dismal US data and
the endlessly spiralling European debt crisis, the equity
markets were febrile. Market reactions to rumors were striking.
For example, Chaoda, Chinas largest vegetable grower,
dropped 26% in one day in September on fears of misconduct.
Taiwan was also volatile, though in a different pattern to the
mainland. The islands stockmarket outperformed the other
Chinese markets by a considerable margin.
A notable development on the political front was the setting out
of the Chinese governments 12th five-year plan in
March. The most eye-catching part of this was an ambitious
social-housing proposal, which entails a 70% increase in this
years affordable-housing target, to 10 million
units almost the same as last years volume of
commercial houses. This project goes far beyond merely
controlling property-price expectations, to stimulating domestic
consumption, restructuring the pattern of economic growth and
reallocating social wealth.
The largest detractors from the Funds relative performance
included Huiyin Household Appliances and large-scale vegetable
producer Chaoda (mentioned above). Another major detractor was
Boshiwa, which sells childrens clothing on the Chinese
mainland. Although its shares rallied on the announcement of
surging revenues, this was not sufficient to offset the falls
earlier in the year. The strength of the Taiwanese market over
the period meant that we suffered from not holding some of the
islands largest index components. In this regard, Taiwan
Semiconductor detracted from relative returns. Meanwhile, China
Fishery sold off on initial fears of nuclear pollution in its
waters from Japans stricken Fukushima nuclear plant.
On a more positive note, the holding in computing-services stock
Hand Enterprise Solutions made a significant positive
contribution. Another strong contributor was China Medical
System Holdings, Ltd., which continues to expand its share of
the mainland pharmaceutical market through acquisitions. As
domestic consumption continues to flourish across the Greater
China region, a number of retailers also boosted relative
returns, including convenience-store operator FamilyMart, Far
Eastern Department Stores (both Taiwanese) and Singapore-listed
snack-maker Hsu Fu Chi, which received a takeover bid from
Nestlé.
Outlook
During Chinese Premier Wen Jiabaos recent visit to
Tianjin, he indicated that the central government would
fine-tune and preemptively adjust policies at a proper
time and by a suitable degree. Accordingly, the State
Council decided to allow four local governments
Shanghai, Shenzhen, Zhejiang province and Guangdong
province to issue bonds independently, with the
Ministry of Finance repaying the principal and interests. In
addition, the central government is set to launch a trial
value-added tax for business next year, to eventually replace
the existing business tax regime. This is seen as indicating
that the leadership wants to support growth by easing the tax
burden on business. We expect that these signals of selective
easing sent by the top leadership will support a stockmarket
rebound in the coming months.
5
THE CHINA FUND, INC.
ABOUT THE PORTFOLIO MANAGERS
(Unaudited)
Listed
and Direct Investment Managers
Martin Currie Ltd and Heartland Capital Management Ltd
(HCML) established MC China Ltd (MCCL),
as a joint venture company, to provide investment consultancy
services to the range of China investment products managed by
Marin Currie and its affiliates. HCML seconded Shifeng Ke to
Martin Currie Inc. and its affiliates, on a full time basis.
Effective November 9, 2011, Martin Curries interest
in MCCL terminated and Shifeng Ke ceased to be the lead manager
of the Fund. At that time, Martin Currie Inc. entered into an
interim investment advisory agreement with the Fund and also
entered into an interim
sub-advisory
agreement with APS Asset Management Pte Ltd for management of
the Funds portfolio.
The Fund announced that its Board of Directors has commenced a
process to review investment manager alternatives for the Fund.
6
THE CHINA FUND, INC.
SCHEDULE OF
INVESTMENTS
October 31, 2011
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Name of Issuer and Title of Issue
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Shares
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Value (Note A)
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COMMON STOCK AND OTHER EQUITY INTERESTS
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CHINA A SHARES
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Information Technology (5.2%)
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HAND Enterprise Solutions Co., Ltd.#(1)
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11,238,137
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$
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33,935,994
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TOTAL CHINA A SHARES
(Cost $3,164,274)
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5.2
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%
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33,935,994
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HONG KONG
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Consumer Discretionary (6.2%)
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Ajisen China Holdings, Ltd.(2)
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6,945,000
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10,017,257
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FU JI Food & Catering Services*V#(1)
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5,462,000
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Huiyin Household Appliances Holdings Co., Ltd.#
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160,413,750
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15,907,094
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Ports Design, Ltd.(2)
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4,549,500
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8,226,012
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Shangri-La Asia, Ltd.(2)
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3,316,683
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6,731,606
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40,881,969
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Consumer Staples (1.5%)
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Chaoda Modern Agriculture (Holdings), Ltd.#(1)(2)
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26,651,357
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2,831,599
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Natural Beauty Bio-Technology, Ltd.#
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47,710,000
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7,311,642
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10,143,241
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Financials (0.9%)
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Far East Horizon, Ltd.*
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7,898,000
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5,889,172
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Health Care (1.3%)
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China Shineway Pharmaceutical Group, Ltd.(2)
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3,041,000
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4,307,920
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Golden Meditech Co., Ltd.*#(2)
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35,040,000
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|
4,061,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,369,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information Technology (1.7%)
|
|
|
|
|
|
|
|
|
|
|
|
|
China Innovationpay Group, Ltd.*#
|
|
|
146,000,000
|
|
|
|
|
|
|
|
4,794,591
|
|
Tencent Holdings, Ltd.(2)
|
|
|
291,000
|
|
|
|
|
|
|
|
6,828,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,622,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunications (2.4%)
|
|
|
|
|
|
|
|
|
|
|
|
|
China Mobile, Ltd.
|
|
|
1,636,500
|
|
|
|
|
|
|
|
15,732,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utilities (3.7%)
|
|
|
|
|
|
|
|
|
|
|
|
|
China Water Affairs Group, Ltd.#(2)
|
|
|
19,976,000
|
|
|
|
|
|
|
|
5,788,281
|
|
Enn Energy Holdings, Ltd.
|
|
|
5,084,000
|
|
|
|
|
|
|
|
18,594,411
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,382,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL HONG KONG (Cost $128,998,979)
|
|
|
|
|
|
|
17.7
|
%
|
|
|
117,021,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements and notes to schedule of
investments.
7
THE CHINA FUND, INC.
SCHEDULE OF INVESTMENTS
(continued)
October 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Issuer and Title of Issue
|
|
Shares
|
|
|
|
|
|
Value (Note A)
|
|
|
COMMON STOCK AND OTHER EQUITY INTERESTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
HONG KONG H SHARES
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary (3.0%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Wumart Stores, Inc.#(2)
|
|
|
9,699,750
|
|
|
|
|
|
|
$
|
19,611,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples (0.9%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Asian Citrus Holdings, Ltd.(2)
|
|
|
9,120,000
|
|
|
|
|
|
|
|
6,377,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care (15.6%)
|
|
|
|
|
|
|
|
|
|
|
|
|
China Medical System Holdings Ltd.#(2)
|
|
|
90,442,200
|
|
|
|
|
|
|
|
66,972,653
|
|
Shandong Weigao Group Medical Polymer Co., Ltd.(2)
|
|
|
18,352,000
|
|
|
|
|
|
|
|
19,332,822
|
|
Sinopharm Group Co., Ltd.(2)
|
|
|
6,056,800
|
|
|
|
|
|
|
|
16,497,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,802,747
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrials (0.7%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Fook Woo Group Holdings, Ltd.*(2)
|
|
|
25,314,000
|
|
|
|
|
|
|
|
4,857,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Telecommunications (1.0%)
|
|
|
|
|
|
|
|
|
|
|
|
|
ZTE Corp.(2)
|
|
|
2,250,826
|
|
|
|
|
|
|
|
6,507,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL HONG KONG H SHARES
(Cost $58,948,086)
|
|
|
|
|
|
|
21.2
|
%
|
|
|
140,157,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL HONG KONG (INCLUDING H SHARES)
(Cost $187,947,065)
|
|
|
|
|
|
|
38.9
|
%
|
|
|
257,178,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SINGAPORE
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples (3.6%)
|
|
|
|
|
|
|
|
|
|
|
|
|
China Fishery Group, Ltd.#(2)
|
|
|
13,594,872
|
|
|
|
|
|
|
|
11,675,711
|
|
Hsu Fu Chi International, Ltd.#
|
|
|
3,611,084
|
|
|
|
|
|
|
|
11,857,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,532,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information Technology (0.4%)
|
|
|
|
|
|
|
|
|
|
|
|
|
CDW Holding, Ltd.#
|
|
|
48,182,000
|
|
|
|
|
|
|
|
2,963,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL SINGAPORE (Cost $16,970,747)
|
|
|
|
|
|
|
4.0
|
%
|
|
|
26,496,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TAIWAN
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary (6.8%)
|
|
|
|
|
|
|
|
|
|
|
|
|
FamilyMart Co., Ltd.#
|
|
|
4,501,652
|
|
|
|
|
|
|
|
20,312,956
|
|
Far Eastern Department Stores, Ltd.(2)
|
|
|
11,922,460
|
|
|
|
|
|
|
|
18,490,612
|
|
Test-Rite International Co., Ltd.
|
|
|
8,457,000
|
|
|
|
|
|
|
|
6,232,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,036,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples (2.3%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Uni-President Enterprises Corp.
|
|
|
10,625,335
|
|
|
|
|
|
|
|
14,845,210
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements and notes to schedule of
investments.
8
THE CHINA FUND, INC.
SCHEDULE OF INVESTMENTS
(continued)
October 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Issuer and Title of Issue
|
|
Shares
|
|
|
|
|
|
Value (Note A)
|
|
|
COMMON STOCK AND OTHER EQUITY INTERESTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
TAIWAN (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
Financials (8.0%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Chinatrust Financial Holding Co., Ltd.(2)
|
|
|
18,788,646
|
|
|
|
|
|
|
$
|
12,528,695
|
|
Fubon Financial Holdings Co., Ltd.
|
|
|
5,454,608
|
|
|
|
|
|
|
|
6,499,658
|
|
KGI Securities Co., Ltd.
|
|
|
17,321,078
|
|
|
|
|
|
|
|
7,381,635
|
|
Ruentex Development Co., Ltd.#(2)
|
|
|
12,694,000
|
|
|
|
|
|
|
|
15,380,624
|
|
Yuanta Financial Holdings Co., Ltd.*(2)
|
|
|
19,305,684
|
|
|
|
|
|
|
|
11,131,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,921,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Face
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
|
|
Financials (0.8%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Taiwan Life Insurance Co., Ltd. 4.0% 12/28/14#@
|
|
$
|
200,000,000
|
|
|
|
|
|
|
|
5,446,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
Materials (1.5%)
|
|
|
|
|
|
|
|
|
|
|
|
|
China Metal Products Co., Ltd.#
|
|
|
12,420,374
|
|
|
|
|
|
|
|
10,067,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL TAIWAN (Cost $80,294,654)
|
|
|
|
|
|
|
19.4
|
%
|
|
|
128,317,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples (0.8%)
|
|
|
|
|
|
|
|
|
|
|
|
|
China New Borun Corp., ADR*#(2)
|
|
|
1,202,859
|
|
|
|
|
|
|
|
5,232,437
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy (0.4%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Far East Energy Corp.*#
|
|
|
13,775,173
|
|
|
|
|
|
|
|
2,410,655
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care (2.9%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Mindray Medical International, Ltd., ADR(2)
|
|
|
291,700
|
|
|
|
|
|
|
|
7,963,410
|
|
WuXi PharmaTech Cayman, Inc., ADR*(2)
|
|
|
883,490
|
|
|
|
|
|
|
|
10,981,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,945,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information Technology (2.0%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Hollysys Automation Technologies, Ltd.*(2)
|
|
|
925,700
|
|
|
|
|
|
|
|
8,053,590
|
|
VanceInfo Technologies, Inc., ADR*(2)
|
|
|
474,800
|
|
|
|
|
|
|
|
5,512,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,566,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL UNITED STATES (Cost $51,481,520)
|
|
|
|
|
|
|
6.1
|
%
|
|
|
40,154,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMMON STOCK AND OTHER EQUITY INTERESTS
(Cost $339,858,260)
|
|
|
|
|
|
|
73.6
|
%
|
|
|
486,083,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements and notes to schedule of
investments.
9
THE CHINA FUND, INC.
SCHEDULE OF INVESTMENTS
(continued)
October 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Issuer and Title of Issue
|
|
Shares
|
|
|
|
|
|
Value (Note A)
|
|
|
EQUITY LINKED SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary (1.0%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Shanghai Yuyuan Tourist Mart Co., Ltd. Access Product
(expiration 03/26/14) 144A,*(3)
|
|
|
4,293,036
|
|
|
|
|
|
|
$
|
6,714,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples (2.0%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Wuliangye Yibin Co., Ltd. Access Product (expiration 12/11/13)
144A,*(3)
|
|
|
931,000
|
|
|
|
|
|
|
|
5,375,127
|
|
Wuliangye Yibin Co., Ltd. Access Product (expiration 01/20/15)
144A,*(4)
|
|
|
1,403,507
|
|
|
|
|
|
|
|
8,102,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,477,573
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financials (4.9%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Ping An Insurance (Group) Company of China, Ltd. Access Product
(expiration 01/17/12) 144A,*(4)
|
|
|
1,209,059
|
|
|
|
|
|
|
|
7,359,109
|
|
Ping An Insurance (Group) Company of China, Ltd. Access Product
(expiration 04/01/13) 144A,*(3)
|
|
|
2,661,500
|
|
|
|
|
|
|
|
16,199,598
|
|
Zhejiang China Commodities City Group Co., Ltd. Access Product
(expiration 01/17/12) 144A,*(4)
|
|
|
5,543,940
|
|
|
|
|
|
|
|
8,426,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,985,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care (1.1%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Jiangsu Yuyue Medical Equipment Co., Ltd. Access Product
(expiration 02/01/16) 144A,*(3)
|
|
|
1,936,000
|
|
|
|
|
|
|
|
7,326,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrials (4.2%)
|
|
|
|
|
|
|
|
|
|
|
|
|
China Railway Construction Corp., Ltd. Access Product
(expiration 01/17/12) 144A,*(4)
|
|
|
3,932,600
|
|
|
|
|
|
|
|
2,792,146
|
|
China Railway Construction Corp., Ltd. Access Product
(expiration 12/16/13) 144A,*(3)
|
|
|
2,650,000
|
|
|
|
|
|
|
|
1,959,906
|
|
Qinghai Salt Lake Potash Co., Ltd. Access Product (expiration
01/20/15) 144A,*(4)
|
|
|
814,450
|
|
|
|
|
|
|
|
5,350,720
|
|
Shanghai Qiangsheng Holding Co., Ltd. Access Product (expiration
01/17/12) 144A,*(4)
|
|
|
4,237,252
|
|
|
|
|
|
|
|
3,953,941
|
|
Shanghai Qiangsheng Holding Co., Ltd. Access Product (expiration
11/13/14) 144A,*(3)
|
|
|
6,245,400
|
|
|
|
|
|
|
|
5,827,820
|
|
Suning Appliance Co., Ltd. Access Product (expiration 01/20/15)
144A,*(4)
|
|
|
4,607,872
|
|
|
|
|
|
|
|
7,796,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,681,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements and notes to schedule of
investments.
10
THE CHINA FUND, INC.
SCHEDULE OF INVESTMENTS
(continued)
October 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Issuer and Title of Issue
|
|
Shares
|
|
|
|
|
|
Value (Note A)
|
|
|
EQUITY LINKED SECURITIES (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
Materials (1.2%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangshan Jidong Cement Co., Ltd. Access Product (expiration
01/20/15) 144A,*(4)
|
|
|
987,700
|
|
|
|
|
|
|
$
|
2,804,080
|
|
Tangshan Jidong Cement Co., Ltd. Access Product (expiration
08/11/15) 144A,*(3)
|
|
|
1,849,387
|
|
|
|
|
|
|
|
5,223,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,027,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY LINKED SECURITIES
(Cost $97,166,369)
|
|
|
|
|
|
|
14.4
|
%
|
|
|
95,213,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECT INVESTMENTS(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples (2.4%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Zong Su Foods (acquired 09/21/10)*#(1)
|
|
|
2,677
|
|
|
|
|
|
|
|
16,000,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care (2.5%)
|
|
|
|
|
|
|
|
|
|
|
|
|
China Bright (acquired 08/27/10)*#(1)(6)
|
|
|
14,665,617
|
|
|
|
|
|
|
|
16,507,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information Technology (0.0%)
|
|
|
|
|
|
|
|
|
|
|
|
|
China Silicon Corp. Common Stock, (acquired
01/08-9/10)*#(1)
|
|
|
2,301,863
|
|
|
|
|
|
|
|
|
|
China Silicon Corp., Series A Preferred (acquired
11/30/07)*#(1)
|
|
|
27,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL DIRECT INVESTMENTS (Cost $36,599,297)
|
|
|
4.9
|
%
|
|
|
32,507,511
|
|
|
|
|
|
|
|
|
|
|
COLLATERAL FOR SECURITIES ON LOAN
|
|
|
|
|
|
|
|
|
|
|
|
|
State Street Navigator Prime Portfolio
|
|
|
82,300,208
|
|
|
|
|
|
|
|
82,300,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COLLATERAL FOR SECURITIES ON LOAN
(Cost $82,300,208)
|
|
|
|
|
|
|
12.5
|
%
|
|
|
82,300,208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHORT TERM INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreement with State Street Bank and Trust, 0.01%,
11/01/11(7)
|
|
|
28,827,000
|
|
|
|
|
|
|
|
28,827,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL UNITED STATES (Cost $28,827,000)
|
|
|
|
|
|
|
4.4
|
%
|
|
|
28,827,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS** (Cost $584,751,134)
|
|
|
|
|
|
|
109.8
|
%
|
|
|
724,931,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS AND LIABILITIES
|
|
|
|
|
|
|
(9.8
|
)%
|
|
|
(64,488,055
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
|
|
|
|
100.0
|
%
|
|
$
|
660,443,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements and notes to schedule of
investments.
11
THE CHINA FUND, INC.
SCHEDULE OF INVESTMENTS
(continued)
October 31, 2011
Notes to Schedule of Investments
* Denotes non-income producing security.
V Security is deemed worthless.
# Illiquid
security.
Affiliated
issuer (see Note F).
@ The bond will be converted into common stock at
maturity.
|
|
(1)
|
Security valued at fair value using methods determined in good
faith by or at the direction of the Board of Directors.
|
|
(2)
|
A portion or all of the security held was on loan. As of
October 31, 2011, the market value of the securities loaned
was $89,959,455.
|
|
(3)
|
Equity linked securities issued by Credit Lyonnais (CLSA).
|
|
(4)
|
Equity linked securities issued by Citigroup Global Markets
Holdings.
|
|
(5)
|
Direct investments are generally restricted as to resale and do
not have a readily available resale market. On the date of
acquisition of each direct investment, there were no market
quotations on similar securities, and such investments were
therefore valued in good faith by the Board of Directors at fair
market value. The securities continue to be valued in good faith
by Board of Directors at fair market value as of
October 31, 2011.
|
|
(6)
|
The Fund holds a put option which allows the Fund to sell the
investment for a value at least equal to the purchase price
under certain circumstances.
|
|
(7)
|
Repurchase agreement, dated 10/31/11, due 11/01/11 with
repurchase proceeds of $28,827,008 is collateralized by US
Treasury Note 1.88% due 02/28/14 with a market value of
$29,407,013.
|
|
|
|
144A Securities restricted for resale to Qualified Institutional
Buyers in the United States or to non-US persons. At
October 31, 2011, these restricted securities amounted to
$95,213,659, which represented 14.42% of total net assets.
|
|
|
ADR American Depositary Receipt.
|
|
**
|
At October 31, 2011, aggregate cost for federal income tax
purposes was $586,627,720. Gross unrealized appreciation of
investments was $216,730,528 while gross unrealized depreciation
of investments was $78,426,279, resulting in net unrealized
appreciation of investments of $138,304,249.
|
See notes to financial statements and notes to schedule of
investments.
12
THE CHINA
FUND, INC.
STATEMENT OF ASSETS AND
LIABILITIES
October 31, 2011
|
|
|
|
|
ASSETS
|
Investments in securities, at value (cost $489,007,957)
(securities on loan $89,959,455) (Note A)
|
|
$
|
567,197,916
|
|
Investments in affiliated investments, at value (cost
$95,743,177) (Notes A and F)
|
|
|
157,734,053
|
|
|
|
|
|
|
Total Investments
|
|
|
724,931,969
|
|
Cash
|
|
|
453
|
|
Foreign currency, at value (cost $17,717,352)
|
|
|
17,443,234
|
|
Receivable for investments sold
|
|
|
564,380
|
|
Receivable for securities lending income
|
|
|
314,017
|
|
Dividends and interest receivable
|
|
|
666,857
|
|
Prepaid expenses
|
|
|
99,467
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
744,020,377
|
|
|
|
|
|
|
|
LIABILITIES
|
Payable upon return of collateral for securities loaned
|
|
|
82,300,208
|
|
Investment management fee payable (Note B)
|
|
|
389,259
|
|
Administration and custodian fees payable (Note B)
|
|
|
141,553
|
|
Contingent liability (Note A)
|
|
|
717,795
|
|
Accrued expenses and other liabilities
|
|
|
27,648
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
83,576,463
|
|
|
|
|
|
|
TOTAL NET ASSETS
|
|
$
|
660,443,914
|
|
|
|
|
|
|
|
|
|
|
|
COMPOSITION OF NET ASSETS:
|
|
|
|
|
Paid in capital (Note C)
|
|
|
454,100,635
|
|
Undistributed net investment income
|
|
|
3,969,124
|
|
Accumulated net realized gain on investments and foreign
currency transactions
|
|
|
62,417,487
|
|
Net unrealized appreciation on investments and foreign currency
translations
|
|
|
139,956,668
|
|
|
|
|
|
|
TOTAL NET ASSETS
|
|
$
|
660,443,914
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER SHARE
|
|
|
|
|
($660,443,914/22,781,762 shares of common stock outstanding)
|
|
|
$28.99
|
|
|
|
|
|
|
See notes to financial statements.
13
THE CHINA
FUND, INC.
STATEMENT OF
OPERATIONS
Year Ended October 31,
2011
|
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
Dividend income (including dividends of $2,589,682
from non-controlled affiliates, net of tax withheld of
$1,096,982) (Note F)
|
|
$
|
10,242,157
|
|
Securities lending income
|
|
|
1,616,793
|
|
Interest income (including interest of $1,768,909
from non-controlled affiliates, net of tax withheld of $37,827)
(Note F)
|
|
|
2,003,937
|
|
|
|
|
|
|
TOTAL INVESTMENT INCOME
|
|
|
13,862,887
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
Investment Management fees (Note B)
|
|
|
5,090,534
|
|
Custodian fees (Note B)
|
|
|
1,167,938
|
|
Administration fees (Note B)
|
|
|
628,280
|
|
Directors fees and expenses (Note B)
|
|
|
387,531
|
|
Stock dividend tax expense
|
|
|
42,294
|
|
Legal fees
|
|
|
187,568
|
|
Printing and postage
|
|
|
95,628
|
|
Shareholder service fees
|
|
|
74,416
|
|
Insurance
|
|
|
47,450
|
|
Audit and tax service fees
|
|
|
106,397
|
|
Stock exchange listing fee
|
|
|
29,376
|
|
Transfer agent fees
|
|
|
24,567
|
|
Chief Compliance Officer fee
|
|
|
62,793
|
|
Miscellaneous expenses
|
|
|
437,485
|
|
|
|
|
|
|
TOTAL EXPENSES
|
|
|
8,382,257
|
|
|
|
|
|
|
Less: Management fee reimbursement (Note B)
|
|
|
(747,725
|
)
|
|
|
|
|
|
NET EXPENSES
|
|
|
7,634,532
|
|
|
|
|
|
|
|
|
|
|
|
NET INVESTMENT INCOME
|
|
|
6,228,355
|
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
AND FOREIGN CURRENCY TRANSACTIONS
|
|
|
|
|
Net realized gain on investments
|
|
|
71,025,240
|
|
Net realized loss on non-controlled affiliate transactions
(Note F)
|
|
|
(13,010,950
|
)
|
Net realized gain on foreign currency transactions
|
|
|
427,856
|
|
|
|
|
|
|
|
|
|
58,442,146
|
|
|
|
|
|
|
Net change in unrealized appreciation/(depreciation) on
investments
|
|
|
(145,136,906
|
)
|
Net change in unrealized appreciation/(depreciation) on foreign
currency transactions
|
|
|
(558,486
|
)
|
|
|
|
|
|
|
|
|
(145,695,392
|
)
|
|
|
|
|
|
Net increase from payments by affiliate (Note I)
|
|
|
8,276,957
|
|
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN
CURRENCY TRANSACTIONS
|
|
|
(78,976,289
|
)
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN NET ASSETS FROM OPERATIONS
|
|
$
|
(72,747,934
|
)
|
|
|
|
|
|
See notes to financial statements.
14
THE CHINA
FUND, INC.
STATEMENTS OF CHANGES IN NET
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
October 31, 2011
|
|
|
October 31, 2010
|
|
|
INCREASE IN NET ASSETS FROM OPERATIONS
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
6,228,355
|
|
|
$
|
4,688,085
|
|
Net realized gain on investments and foreign currency
transactions and net increase from payments by affiliate
|
|
|
66,719,103
|
|
|
|
52,268,820
|
|
Net increase/(decrease) in unrealized
appreciation/(depreciation) on investments and foreign currency
transactions
|
|
|
(145,695,392
|
)
|
|
|
113,403,614
|
|
|
|
|
|
|
|
|
|
|
Net increase/(decrease) in net assets from operations
|
|
|
(72,747,934
|
)
|
|
|
170,360,519
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS TO SHAREHOLDERS FROM:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(8,534,134
|
)
|
|
|
(5,825,297
|
)
|
Capital gains
|
|
|
(43,276,235
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total distributions to shareholders
|
|
|
(51,810,369
|
)
|
|
|
(5,825,297
|
)
|
|
|
|
|
|
|
|
|
|
NET INCREASE/(DECREASE) IN NET ASSETS
|
|
|
(124,558,303
|
)
|
|
|
164,535,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
785,002,217
|
|
|
|
620,466,995
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
660,443,914
|
|
|
$
|
785,002,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed net investment income, end of year
|
|
$
|
3,969,124
|
|
|
$
|
3,851,347
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
15
THE CHINA
FUND, INC.
STATEMENT OF CASH
FLOWS
For the Year Ended
October 31, 2011
|
|
|
|
|
Increase (decrease) in cash -
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
Net decrease in net assets resulting from operations
|
|
$
|
(72,747,934
|
)
|
Adjustments to reconcile net decrease in net assets from
operations to net cash provided by operating activities:
|
|
|
|
|
Purchases of investment securities
|
|
|
(143,318,975
|
)
|
Proceeds from disposition of investment securities
|
|
|
195,209,571
|
|
Net purchases of short-term investments
|
|
|
(5,399,000
|
)
|
Proceeds from foreign cash transactions
|
|
|
(517,713
|
)
|
Increase in collateral for securities loaned
|
|
|
(17,480,819
|
)
|
Increase in dividends and interest receivable
|
|
|
(51,928
|
)
|
Increase in receivable for securities lending income
|
|
|
(251,913
|
)
|
Decrease in receivable for investments sold
|
|
|
5,045,814
|
|
Increase in prepaid expenses and miscellaneous assets
|
|
|
(48,179
|
)
|
Decrease in payable for securities purchased
|
|
|
(5,498,527
|
)
|
Increase in payable upon return of collateral for securities
loaned
|
|
|
17,480,819
|
|
Decrease in accrued expenses and other liabilities
|
|
|
(488,056
|
)
|
Net change in unrealized (appreciation)/depreciation on foreign
currency contracts
|
|
|
558,486
|
|
Net change in unrealized (appreciation)/depreciation on
investments
|
|
|
145,136,906
|
|
Net realized gain from investments and foreign currency
transactions
|
|
|
(58,442,146
|
)
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
59,186,406
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
Cash distributions paid
|
|
|
(51,810,369
|
)
|
|
|
|
|
|
Net cash used for financing activities
|
|
|
(51,810,369
|
)
|
|
|
|
|
|
NET INCREASE IN CASH
|
|
|
7,376,037
|
|
CASH AT BEGINNING OF YEAR
|
|
|
10,067,650
|
|
|
|
|
|
|
CASH AT END OF YEAR
|
|
$
|
17,443,687
|
|
|
|
|
|
|
See notes to financial statements.
16
THE CHINA
FUND, INC.
FINANCIAL HIGHLIGHTS
Selected data for a share of common stock outstanding for the
years indicated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended October 31,
|
|
|
|
2011(1)
|
|
|
2010(1)
|
|
|
2009(1)
|
|
|
2008
|
|
|
2007(2)
|
|
|
Per Share Operation Performance*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of year
|
|
$
|
34.46
|
|
|
$
|
27.24
|
|
|
$
|
21.72
|
|
|
$
|
60.50
|
|
|
$
|
31.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.27
|
|
|
|
0.21
|
|
|
|
0.29
|
|
|
|
0.49
|
|
|
|
0.28
|
|
Net realized and unrealized gain (loss) on investments and
foreign currency transactions
|
|
|
(3.83
|
)
|
|
|
7.27
|
|
|
|
11.24
|
|
|
|
(25.66
|
)
|
|
|
32.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income (loss) from investment operations
|
|
|
(3.56
|
)
|
|
|
7.48
|
|
|
|
11.53
|
|
|
|
(25.17
|
)
|
|
|
33.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less dividends and distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend from net investment income
|
|
|
(0.37
|
)
|
|
|
(0.26
|
)
|
|
|
(0.48
|
)
|
|
|
(0.28
|
)
|
|
|
(0.30
|
)
|
Distributions from net realized capital gains
|
|
|
(1.90
|
)
|
|
|
0.00
|
|
|
|
(5.34
|
)
|
|
|
(11.84
|
)
|
|
|
(3.71
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total dividends and distributions
|
|
|
(2.27
|
)
|
|
|
(0.26
|
)
|
|
|
(5.82
|
)
|
|
|
(12.12
|
)
|
|
|
(4.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase from payment by affiliate
|
|
|
0.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Share Transactions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dilution) to net asset value, resulting from issuance of shares
in stock dividend
|
|
|
|
|
|
|
|
|
|
|
(0.19
|
)
|
|
|
(1.49
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of year
|
|
$
|
28.99
|
|
|
$
|
34.46
|
|
|
$
|
27.24
|
|
|
$
|
21.72
|
|
|
$
|
60.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share market price, end of year
|
|
$
|
25.88
|
|
|
$
|
33.45
|
|
|
$
|
25.25
|
|
|
$
|
19.87
|
|
|
$
|
51.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Return
(Based on Market Price)
|
|
|
(16.96
|
)%(4)
|
|
|
33.70
|
%
|
|
|
73.37
|
%
|
|
|
(48.06
|
)%
|
|
|
90.97
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios and Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of year (000s)
|
|
$
|
660,444
|
|
|
$
|
785,002
|
|
|
$
|
620,467
|
|
|
$
|
394,357
|
|
|
$
|
881,856
|
|
Ratio of net expenses to average net assets
|
|
|
1.01
|
%(3)
|
|
|
1.14
|
%
|
|
|
1.44
|
%
|
|
|
1.20
|
%(5)
|
|
|
1.08
|
%
|
Ratio of gross expenses to average net assets
|
|
|
1.11
|
%
|
|
|
1.14
|
%
|
|
|
1.44
|
%
|
|
|
1.23
|
%
|
|
|
1.08
|
%
|
Ratio of net expenses to average net assets, excluding stock
dividend tax expense
|
|
|
1.01
|
%
|
|
|
1.08
|
%
|
|
|
1.42
|
%
|
|
|
1.11
|
%
|
|
|
1.04
|
%
|
Ratio of net investment income to average net assets
|
|
|
0.82
|
%
|
|
|
0.67
|
%
|
|
|
1.36
|
%
|
|
|
1.28
|
%
|
|
|
0.67
|
%
|
Portfolio turnover rate
|
|
|
20
|
%
|
|
|
29
|
%
|
|
|
34
|
%
|
|
|
49
|
%
|
|
|
46
|
%
|
* Per share amounts have been calculated using
the average share method.
|
|
(1)
|
The Fund was audited by Ernst & Young LLP for the
years ended October 31, 2011, 2010 and 2009. The previous
periods were audited by another independent registered public
accounting firm.
|
|
(2)
|
The Funds Direct Investment Manager changed as of June
2007.
|
|
(3)
|
Net of management fee reimbursements. See Note B.
|
|
(4)
|
The total return on net asset value for the year ended
October 31, 2011, was −9.71%. Without the indemnity
payment the Fund received (see Note I), the Funds
total return on net asset value would have been −10.83%.
|
|
(5)
|
The Fund had earnings credits for overnight cash balances that
reduced expenses.
|
See notes to financial statements.
17
THE CHINA
FUND, INC.
NOTES TO FINANCIAL
STATEMENTS
October 31, 2011
|
|
NOTE A
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
The China Fund, Inc. (the Fund) was incorporated
under the laws of the State of Maryland on April 28, 1992,
and is a non-diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as
amended (the 1940 Act). The Funds investment
objective is long-term capital appreciation which it seeks to
achieve by investing primarily in equity securities (i) of
companies for which the principal securities trading market is
the Peoples Republic of China (China),
(ii) of companies for which the principal securities
trading market is outside of China, or constituting direct
equity investments in companies organized outside of China, that
in both cases derive at least 50% of their revenues from goods
and services sold or produced, or have at least 50% of their
assets, in China and (iii) constituting direct equity
investments in companies organized in China. The following is a
summary of significant accounting policies followed by the Fund
in the preparation of its financial statements.
Use of estimates: The preparation of financial
statements requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of
income and expenses for the period. Actual results could differ
from these estimates. The significant estimates made as of, and
for the year ended, October 31, 2011 includes estimates
related to Direct Investments and to the contingent liability
resulting from the sale of Captive Finance in March 2007. A
reserve of 10% of the net sale proceeds was established to cover
any potential liabilities from the representation and warranties
provided by the Fund in the transaction. This contingent
liability will expire in March 2013.
Security valuation: Portfolio securities
listed on recognized United States or foreign securities
exchanges are valued at the last quoted sales price in the
principal market where they are traded. Listed securities with
no such sales price and unlisted securities are valued at the
mean between the current bid and asked prices, if any, from
brokers. Short-term investments having maturities of sixty days
or less are valued at amortized cost (original purchase cost as
adjusted for amortization of premium or accretion of discount)
which when combined with accrued interest approximates market
value. Securities for which market quotations are not readily
available are valued at fair value in good faith by or at the
direction of the Board of Directors considering relevant
factors, data and information including, if relevant, the market
value of freely tradable securities of the same class in the
principal market on which such securities are normally traded.
Direct Investments are valued at fair value as determined by or
at the direction of the Board of Directors based on financial
and other information supplied by the Direct Investment Manager
regarding each Direct Investment. Forward currency contracts are
valued at the current cost of offsetting the contract. Equity
linked securities are valued at fair value primarily based on
the value(s) of the security (or securities) underlying, which
normally follows the same methodology as the valuation of
securities listed on recognized exchanges.
Factors used in determining value may include, but are not
limited to, the type of security, the size of the holding, the
initial cost of the security, the existence of any contractual
restrictions on the securitys disposition, the price and
extent of public trading in similar securities of the issuer or
of comparable companies, the availability of quotations from
broker-dealers, the availability of values of third parties
other than the Investment Manager or Direct Investment Manager,
information obtained from the issuer, analysts,
and/or the
appropriate stock exchange (if available), an analysis of the
companys financial statements, an evaluation of the forces
that influence the issuer and the market(s) in
18
NOTES TO FINANCIAL
STATEMENTS (continued)
which the security is purchased and sold, and with respect to
debt securities, the maturity, coupon, creditworthiness,
currency denomination, and the movement of the market in which
they trade.
Repurchase Agreements: In connection with
transactions in repurchase agreements, it is the Funds
policy that its custodian take possession of the underlying
collateral securities, the fair value of which exceeds the
principal amount of the repurchase transaction, including
accrued interest, at all times. If the seller defaults, and the
fair value of the collateral declines, realization of the
collateral by the Fund may be delayed or limited.
Securities Lending: The Fund may lend up to
331/3%
of the Funds total assets held by State Street Bank and
Trust Company (State Street) as custodian to
certain qualified brokers, except those securities which the
Fund or the Investment Manager specifically identifies as not
being available. By lending its investment securities, the Fund
attempts to increase its net investment income through the
receipt of interest on the loan. Any gain or loss in the market
price of the securities loaned that might occur and any interest
or dividends declared during the term of the loan would accrue
to the account of the Fund. Risks of delay in recovery of the
securities or even loss of rights in the collateral may occur
should the borrower of the securities fail financially. Risks
may also arise to the extent that the value of the collateral
decreases below the value of the securities loaned. Upon
entering into a securities lending transaction, the Fund
receives cash or other securities as collateral in an amount
equal to or exceeding 100% of the current market value of the
loaned securities with respect to securities of the
U.S. government or its agencies, 102% of the current market
value of the loaned securities with respect to
U.S. securities and 105% of the current market value of the
loaned securities with respect to foreign securities. Any cash
received as collateral is generally invested by State Street,
acting in its capacity as securities lending agent (the
Agent), in the State Street Navigator Securities
Lending Prime Portfolio. A portion of the dividends received on
the collateral is rebated to the borrower of the securities and
the remainder is split between the Agent and the Fund.
As of October 31, 2011, the Fund had loaned securities
which were collateralized by cash and short term investments.
The value of the securities on loan and the value of the related
collateral were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value of
|
|
|
|
|
Value of
|
|
Cash
|
|
Total
|
|
|
Securities
|
|
Collateral
|
|
Collateral
|
|
|
|
$
|
89,959,455
|
|
|
$
|
82,300,208
|
|
|
$
|
97,813,320
|
|
|
|
|
|
Foreign currency translations: The records of
the Fund are maintained in U.S. dollars. Foreign
currencies, investments and other assets and liabilities are
translated into U.S. dollars at the current exchange rates.
Purchases and sales of investment securities and income and
expenses are translated on the respective dates of such
transactions. Net realized gains and losses on foreign currency
transactions represent net gains and losses from the disposition
of foreign currencies, currency gains and losses realized
between the trade dates and settlement dates of security
transactions, and the difference between the amount of net
investment income accrued and the U.S. dollar amount
actually received. The effects of changes in foreign currency
exchange rates on investments in securities are not segregated
in the Statement of Operations from the effects of changes in
market prices of those securities, but are included in realized
and unrealized gain or loss on investments. Net unrealized
foreign currency gains and losses arise from changes in the
value of assets and liabilities, other than investments in
securities, as a result of changes in exchange rates.
19
NOTES TO FINANCIAL
STATEMENTS (continued)
Forward Foreign Currency Contracts: The Fund
may enter into forward foreign currency contracts to hedge
against foreign currency exchange rate risks. A forward currency
contract is an agreement between two parties to buy or sell
currency at a set price on a future date. Upon entering into
these contracts, risks may arise from the potential inability of
counterparties to meet the terms of their contracts and from
unanticipated movements in the value of the foreign currency
relative to the U.S. dollar. The U.S. dollar value of
forward currency contracts is determined using forward exchange
rates provided by quotation services. Daily fluctuations in the
value of such contracts are recorded as unrealized gain or loss
on the Statement of Assets and Liabilities. When the contract is
closed, the Fund records a realized gain or loss equal to the
difference between the value at the time it was opened and the
value at the time it was closed. Such gain or loss is disclosed
in the realized and unrealized gain or loss on foreign currency
in the Funds accompanying Statement of Operations. At
October 31, 2011, the Fund did not hold open forward
foreign currency contracts.
Option Contracts: The Fund may purchase and
write (sell) call options and put options provided the
transactions are for hedging purposes and the initial margin and
premiums do not exceed 5% of total assets. Option contracts are
valued daily and unrealized gains or losses are recorded on the
Statement of Assets and Liabilities based upon the last sales
price on the principal exchange on which the options are traded.
The Fund will realize a gain or loss upon the expiration or
closing of the option contract. Such gain or loss is disclosed
in the realized and unrealized gain or loss on options in the
Funds accompanying Statement of Operations. When an option
is exercised, the proceeds on sales of the underlying security
for a written call option, the purchase cost of the security for
a written put option, or the cost of the security for a
purchased put or call option is adjusted by the amount of
premium received or paid.
The risk in writing a call option is that the Fund gives up the
opportunity for profit if the market price of the security
increases and the option is exercised. The risk in writing a put
option is that the Fund may incur a loss if the market price of
the security decreases and the option is exercised. The risk in
buying an option is that the Fund pays a premium whether or not
the option is exercised. Risks may also arise from an illiquid
secondary market or from the inability of counter parties to
meet the terms of the contract.
Equity Linked Securities: The Fund may invest
in equity-linked securities such as linked participation notes,
equity swaps and zero-strike options and securities warrants.
Equity-linked securities currently held by the Fund, are
privately issued securities whose investment results are
designed to correspond generally to the performance of a
specified stock index or basket of stocks, or a
single stock. Access Products may be used by the Fund to gain
exposure to countries that place restrictions on investments by
foreigners. To the extent that the Fund invests in Access
Products whose return corresponds to the performance of a
foreign securities index or one or more foreign stocks,
investing in Access Products will involve risks similar to the
risks of investing in foreign securities. In addition, the Fund
bears the risk that the issuer of an Access Product may default
on its obligation under the terms of the arrangement with the
counterparty. Access Products are often used for many of the
same purposes as, and share many of the same risks with,
derivative instruments. In addition, Access Products may be
considered illiquid.
At October 31, 2011, the Fund held equity-linked Access
Product warrants through Credit Lyonnais and Citigroup Global
Markets Holdings, the issuers. Under the terms of the
agreements, each warrant entitles the Fund to receive
20
NOTES TO FINANCIAL
STATEMENTS (continued)
from the issuers an amount in U.S. dollars linked to the
performance of specific equity shares. Under these agreements,
the Fund has agreed to pay or provide reimbursement for any
taxes imposed on the A Share investments underlying the Access
Products. Non-resident corporate investors in China, such as the
issuer of the Access Products, are subject to a statutory 10%
withholding tax on both dividend and interest income sourced
from China, absent an applicable tax treaty; however to date
China has not implemented procedures to collect the tax. There
can be no assurance that in the future China will not implement
such procedures and also subject capital gains to taxation. If
China does implement such procedures the Fund may be required to
pay or reimburse for any taxes that the issuers of the Access
Products became subject to under those procedures.
Direct Investments: The Fund may invest up to
25% of the net proceeds from its offering of its oustanding
common stock in direct investments; however, the Board of
Directors of the Fund has suspended additional investments in
direct investments. Direct investments are generally restricted
and do not have a readily available resale market. Because of
the absence of any public trading market for these investments,
the The Fund may take longer to liquidate these positions than
would be the case for publicly traded securities. Although these
securities may be resold in privately negotiated transactions,
the prices on these sales could be less than those originally
paid by the Fund. Issuers whose securities are not publicly
traded may not be subject to public disclosure and other
investor protections requirements applicable to publicly traded
securities. The value of these securities at October 31,
2011 was $32,507,511 or 4.9% of the Funds net asset value.
The table below details the acquisition date, cost, and value of
the Funds direct investments as determined by the Board of
Directors of the Fund. The Fund does not have the right to
demand that such securities be registered.
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
|
|
Acquisition Date(s)
|
|
|
Cost
|
|
|
Value
|
|
|
China Bright
|
|
|
08/27/2010
|
|
|
$
|
14,969,436
|
|
|
$
|
16,507,082
|
|
China Silicon Corp., Series A Preferred
|
|
|
11/30/2007
|
|
|
|
5,171,016
|
|
|
|
|
|
China Silicon Corp. Common Stock
|
|
|
01/08 - 09/10
|
|
|
|
1,458,811
|
|
|
|
|
|
Zong Su Foods
|
|
|
09/21/2010
|
|
|
|
15,000,034
|
|
|
|
16,000,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
36,599,297
|
|
|
$
|
32,507,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indemnification Obligations: Under the
Funds organizational documents, its Officers and Directors
are indemnified against certain liabilities arising out of the
performance of their duties to the Fund. In addition, in the
normal course of business the Fund enters into contracts that
provide general indemnifications to other parties. The
Funds maximum exposure under these arragements is unknown
as this would involve future claims that may be made against the
Fund that have not yet occurred.
Security transactions and investment
income: Security transactions are recorded as of
the trade date. Realized gains and losses from securities sold
are recorded on the identified cost basis. Dividend income is
recorded on the ex-dividend date, or, in the case of dividend
income on foreign securities, on the ex-dividend date or when
the Fund
21
NOTES TO FINANCIAL
STATEMENTS (continued)
becomes aware of its declaration. Interest income is recorded on
the accrual basis. All premiums and discounts are
amortized/accreted for both financial reporting and federal
income tax purposes.
Dividend and interest income generated in Taiwan is subject to a
20% withholding tax. Stock dividends received are taxable at 20%
of the par value of the stock dividends received. The Fund
records the taxes paid on stock dividends as an operating
expense.
Dividends and distributions: The Fund intends
to distribute to its shareholders, at least annually,
substantially all of its net investment income and any net
realized capital gains. Distributions to shareholders are
recorded on the ex-dividend date. Income and capital gains
distributions are determined in accordance with income tax
regulations, which may differ from U.S. generally accepted
accounting principles. Certain capital accounts in the financial
statements are periodically adjusted for permanent differences
in order to reflect their tax character. These adjustments have
no impact on net assets or net asset value per share. Temporary
differences which arise from recognizing certain items of
income, expense, gain or loss in different periods for financial
statement and tax purposes will reverse at some time in the
future.
The Fund made distributions of $8,534,134 from Ordinary Income
and $43,276,235 from Long-Term Capital Gains during the year
ended October 31, 2011. For the year ended October 31,
2010 the Fund made distributions of $5,825,297 from Ordinary
Income.
As of October 31, 2011, the components of distributable
earnings on a tax basis were $3,969,124 of undistributed
ordinary income and $64,294,073 of undistributed capital gains,
resulting in a total of $68,263,197. Permanent book/tax
differences relate to foreign currency gains and losses and
defaulted bond adjustments.
Federal Taxes: It is the Funds policy to
comply with the Subchapter M provision of the Internal Revenue
Code (Code) and to distribute to shareholders each
year substantially all of its income. Accordingly, no provision
for federal income tax is necessary. As of and during the year
ended October 31, 2011, the Fund did not have a liability
for any uncertain tax positions. The Fund recognizes interest
and penalties, if any, related to tax liabilities as income tax
expense in the Statements of Operations. As of October 31,
2011, tax years 2008 through 2011 remain subject to examination
by the Funds major tax jurisdictions, which include the
United States of America and the state of Maryland. The Fund may
be subject to taxes imposed by governments of countries in which
it invests. Such taxes are generally based on either income or
gains earned or repatriated. The Fund accrues and applies such
taxes to net investment income, net realized gains and net
unrealized gains as income
and/or gains
are earned.
|
|
NOTE B
|
ADVISORY
FEE AND OTHER TRANSACTIONS
|
Martin Currie Inc. is the investment manager for the Funds
listed assets (the Listed Assets). Martin Currie
Inc. receives a fee, computed weekly and payable monthly, at the
following annual rates: 0.70% of the first US$315 million
of the Funds average weekly net assets invested in Listed
Assets; and 0.50% of the Funds average weekly net assets
invested in Listed Assets in excess of US$315 million.
Martin Currie Inc. is also the investment manager for the
Funds direct investments (the Direct
Investments). Martin Currie Inc. receives a fee computed
weekly and payable monthly, at an annual rate of 2.00% of the
average weekly value of the Funds assets invested in
direct investments.
22
NOTES TO FINANCIAL
STATEMENTS (continued)
In December 2010, the Direct Investment Manager agreed to
reimburse management fees related to Funds Ugent Holdings,
Ltd. investment. For the year ended October 31, 2011, the
Direct Investment Manager paid $747,725 in management fee
reimbursements to the Fund.
No director, officer or employee of the Investment Manager or
Direct Investment Manager or any affiliates of those entities
will receive any compensation from the Fund for serving as an
officer or director of the Fund. The Fund pays the Chairman of
the Board and each of the directors (who is not a director,
officer or employee of the Investment Manager or Direct
Investment Manager or any affiliate thereof) an annual fee of
$35,000 and $15,000 respectively, plus $3,000 for each Board of
Directors meeting or Audit and Nominating Committee
meeting attended, $2,000 for each telephonic meeting attended
and $2,000 for each Valuation Committee teleconference. In
addition, the Fund will reimburse each of the directors for
travel and
out-of-pocket
expenses incurred in connection with attending Board of
Directors meetings.
State Street Bank and Trust Company (State
Street) provides, or arranges for the provision of certain
administrative services for the Fund, including preparing
certain reports and other documents required by federal
and/or state
laws and regulations. The Fund pays State Street a fee that is
calculated daily and paid monthly at an annual rate based on
aggregate average daily assets of the Fund. The Fund also pays
State Street an annual fee for certain legal administration
services, including corporate secretarial services and preparing
regulatory filings.
The Fund has also contracted with State Street to provide
custody and fund accounting services to the Fund. For these
services, the Fund pays State Street asset-based fees that vary
according to the number of positions and transactions plus
out-of-pocket
expenses.
The Board of Directors of the Fund has approved a share
repurchase plan. Under the program, the Fund will repurchase
shares at managements discretion at times when it
considers the repurchase to be consistent with the objectives of
the program. For the year ended October 31, 2011, the Fund
did not repurchase any shares under the plan. At
October 31, 2011, 100,000,000 shares of $.01 par
value common stock were authorized.
|
|
NOTE D
|
INVESTMENT
TRANSACTIONS
|
For the year ended October 31, 2011, the Funds cost
of purchases and proceeds from sales of investment securities,
other than short-term securities, were $143,318,975 and
$195,177,511, respectively. At October 31, 2011, the cost
of investments for federal income tax purposes was $586,627,720.
Gross unrealized appreciation of investments was $216,730,528
while gross unrealized depreciation of investments was
$78,426,279, resulting in net unrealized appreciation of
investments of $138,304,249.
|
|
NOTE E
|
INVESTMENTS
IN CHINA
|
The Funds investments in China companies involve certain
risks not typically associated with investments in securities of
U.S. companies or the U.S. Government, including risks
relating to (1) social, economic and political uncertainty;
(2) price volatility, lesser liquidity and smaller market
capitalization of securities markets in which
23
NOTES TO FINANCIAL
STATEMENTS (continued)
securities of China companies trade; (3) currency exchange
fluctuations, currency blockage and higher rates of inflation;
(4) controls on foreign investment and limitations on
repatriation of invested capital and on the Funds ability
to exchange local currencies for U.S. dollars;
(5) governmental involvement in and control over the
economy; (6) risk of nationalization or expropriation of
assets; (7) the nature of the smaller, less seasoned and
newly organized China companies, particularly in China; and
(8) the absence of uniform accounting, auditing and
financial reporting standards, practices and disclosure
requirements and less government supervision and regulation.
|
|
NOTE F
|
INVESTMENTS
IN NON-CONTROLLED AFFILIATES*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain/(Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized
|
|
|
|
Balance of
|
|
|
Gross
|
|
|
Gross
|
|
|
Balance of
|
|
|
|
|
|
Income
|
|
|
on Sale of
|
|
|
|
Shares Held
|
|
|
Purchases
|
|
|
Sales
|
|
|
Shares Held
|
|
|
Value
|
|
|
From
|
|
|
Shares as of
|
|
|
|
October 31,
|
|
|
and
|
|
|
and
|
|
|
October 31,
|
|
|
October 31,
|
|
|
Non-Controlled
|
|
|
October 31,
|
|
Name of Issuer
|
|
2010
|
|
|
Additions
|
|
|
Reductions
|
|
|
2011
|
|
|
2011
|
|
|
Affiliates
|
|
|
2011
|
|
|
CDW Holding, Ltd.
|
|
|
51,458,000
|
|
|
|
|
|
|
|
3,276,000
|
|
|
|
48,182,000
|
|
|
$
|
2,963,980
|
|
|
$
|
289,248
|
|
|
$
|
120,229
|
|
China Bright
|
|
|
14,665,617
|
|
|
|
|
|
|
|
|
|
|
|
14,665,617
|
|
|
|
16,507,082
|
|
|
|
|
|
|
|
|
|
China Medical System Holdings, Ltd.(1)
|
|
|
72,353,760
|
|
|
|
108,530,640
|
|
|
|
90,442,200
|
|
|
|
90,442,200
|
|
|
|
66,972,653
|
|
|
|
1,518,898
|
|
|
|
|
|
China Silicon Corp. Common Stock
|
|
|
2,301,863
|
|
|
|
|
|
|
|
|
|
|
|
2,301,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China Silicon Corp., Series A Preferred
|
|
|
27,418
|
|
|
|
|
|
|
|
|
|
|
|
27,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China Silicon Corp. Warrants
|
|
|
685,450
|
|
|
|
|
|
|
|
685,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Far East Energy Corp.(2)
|
|
|
17,529,277
|
|
|
|
|
|
|
|
3,754,104
|
|
|
|
13,775,173
|
|
|
|
2,410,655
|
|
|
|
|
|
|
|
(2,061,134
|
)
|
HAND Enterprise Solutions Co., Ltd. Common(1)
|
|
|
8,027,241
|
|
|
|
11,238,137
|
|
|
|
8,027,241
|
|
|
|
11,238,137
|
|
|
|
33,935,994
|
|
|
|
369,323
|
|
|
|
|
|
HAND Enterprise Solutions Pte., Ltd. Preferred
|
|
|
500,000
|
|
|
|
|
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huiyin Household Appliances Holdings Co., Ltd.
|
|
|
160,413,750
|
|
|
|
|
|
|
|
|
|
|
|
160,413,750
|
|
|
|
15,907,094
|
|
|
|
412,213
|
|
|
|
|
|
Qingdao Bright Moon Seaweed Group Co., Ltd.(2)
|
|
|
31,827,172
|
|
|
|
|
|
|
|
31,827,172
|
|
|
|
|
|
|
|
|
|
|
|
1,736,882
|
|
|
|
|
|
Taiwan Life Insurance Co., Ltd.
|
|
|
200,000,000
|
|
|
|
|
|
|
|
|
|
|
|
200,000,000
|
|
|
|
5,446,821
|
|
|
|
265,277
|
|
|
|
|
|
Ugent Holdings, Ltd.(2)(3)
|
|
|
177,000,000
|
|
|
|
|
|
|
|
177,000,000
|
|
|
|
|
|
|
|
|
|
|
|
(233,250
|
)
|
|
|
(11,070,045
|
)
|
Zong Su Foods
|
|
|
2,677
|
|
|
|
|
|
|
|
|
|
|
|
2,677
|
|
|
|
16,000,429
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Affiliated issuers, as defined in
the 1940 Act as amended, include issuers in which the Fund held
5% or more of the outstanding voting securities.
|
|
(1)
|
|
Additional shares acquired
resulting from a corporate action.
|
|
(2)
|
|
Not affiliated as of
October 31, 2011.
|
|
(3)
|
|
Income was written off at the
direction of the Direct Investment Manager.
|
24
NOTES TO FINANCIAL
STATEMENTS (continued)
|
|
NOTE G
|
FAIR
VALUE MEASUREMENT
|
The Fund has adopted fair valuation accounting standards which
establish a definition of fair value and set out a hierarchy for
measuring fair value. These standards require additional
disclosures about the various inputs and valuation techniques
used to develop the measurements of fair value and a discussion
of changes in valuation techniques and related inputs during the
period. These inputs are summarized in the three broad levels
listed below:
|
|
|
|
|
Level 1 Inputs that reflect unadjusted quoted
prices in active markets for identical assets or liabilities
that the Fund has the ability to access at the measurement date;
|
|
|
|
Level 2 Inputs other than quoted prices that
are observable for the asset or liability either directly or
indirectly, including inputs in markets that are not considered
to be active;
|
|
|
|
Level 3 Inputs that are unobservable.
|
The following is a summary of the inputs used as of
October 31, 2011 in valuing the Funds investments
carried at value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS VALUATION INPUT
|
|
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
COMMON STOCK AND OTHER EQUITY INTERESTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
China A Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information Technology
|
|
$
|
|
|
|
$
|
33,935,994
|
|
|
$
|
|
|
|
$
|
33,935,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total China A Shares
|
|
|
|
|
|
|
33,935,994
|
|
|
|
|
|
|
|
33,935,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary
|
|
|
40,881,969
|
|
|
|
|
|
|
|
|
|
|
|
40,881,969
|
|
Consumer Staples
|
|
|
7,311,642
|
|
|
|
2,831,599
|
|
|
|
|
|
|
|
10,143,241
|
|
Financials
|
|
|
5,889,172
|
|
|
|
|
|
|
|
|
|
|
|
5,889,172
|
|
Health Care
|
|
|
8,369,221
|
|
|
|
|
|
|
|
|
|
|
|
8,369,221
|
|
Information Technology
|
|
|
11,622,691
|
|
|
|
|
|
|
|
|
|
|
|
11,622,691
|
|
Telecommunications
|
|
|
15,732,740
|
|
|
|
|
|
|
|
|
|
|
|
15,732,740
|
|
Utilities
|
|
|
24,382,692
|
|
|
|
|
|
|
|
|
|
|
|
24,382,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Hong Kong
|
|
|
114,190,127
|
|
|
|
2,831,599
|
|
|
|
|
|
|
|
117,021,726
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong H Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary
|
|
|
19,611,858
|
|
|
|
|
|
|
|
|
|
|
|
19,611,858
|
|
Consumer Staples
|
|
|
6,377,540
|
|
|
|
|
|
|
|
|
|
|
|
6,377,540
|
|
Health Care
|
|
|
102,802,747
|
|
|
|
|
|
|
|
|
|
|
|
102,802,747
|
|
Industrials
|
|
|
4,857,419
|
|
|
|
|
|
|
|
|
|
|
|
4,857,419
|
|
Telecommunications
|
|
|
6,507,540
|
|
|
|
|
|
|
|
|
|
|
|
6,507,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Hong Kong H Shares
|
|
|
140,157,104
|
|
|
|
|
|
|
|
|
|
|
|
140,157,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
NOTES TO FINANCIAL
STATEMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS VALUATION INPUT
|
|
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Singapore
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples
|
|
$
|
23,532,830
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
23,532,830
|
|
Information Technology
|
|
|
2,963,980
|
|
|
|
|
|
|
|
|
|
|
|
2,963,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Singapore
|
|
|
26,496,810
|
|
|
|
|
|
|
|
|
|
|
|
26,496,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taiwan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary
|
|
|
45,036,500
|
|
|
|
|
|
|
|
|
|
|
|
45,036,500
|
|
Consumer Staples
|
|
|
14,845,210
|
|
|
|
|
|
|
|
|
|
|
|
14,845,210
|
|
Financials
|
|
|
52,921,805
|
|
|
|
|
|
|
|
5,446,821
|
|
|
|
58,368,626
|
|
Materials
|
|
|
10,067,320
|
|
|
|
|
|
|
|
|
|
|
|
10,067,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Taiwan
|
|
|
122,870,835
|
|
|
|
|
|
|
|
5,446,821
|
|
|
|
128,317,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples
|
|
|
5,232,437
|
|
|
|
|
|
|
|
|
|
|
|
5,232,437
|
|
Energy
|
|
|
2,410,655
|
|
|
|
|
|
|
|
|
|
|
|
2,410,655
|
|
Health Care
|
|
|
18,945,191
|
|
|
|
|
|
|
|
|
|
|
|
18,945,191
|
|
Information Technology
|
|
|
13,566,018
|
|
|
|
|
|
|
|
|
|
|
|
13,566,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total United States
|
|
|
40,154,301
|
|
|
|
|
|
|
|
|
|
|
|
40,154,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL COMMON STOCK AND OTHER EQUITY INTERESTS
|
|
|
443,869,177
|
|
|
|
36,767,593
|
|
|
|
5,446,821
|
|
|
|
486,083,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY LINKED SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary
|
|
|
|
|
|
|
6,714,939
|
|
|
|
|
|
|
|
6,714,939
|
|
Consumer Staples
|
|
|
|
|
|
|
13,477,573
|
|
|
|
|
|
|
|
13,477,573
|
|
Financials
|
|
|
|
|
|
|
31,985,496
|
|
|
|
|
|
|
|
31,985,496
|
|
Health Care
|
|
|
|
|
|
|
7,326,755
|
|
|
|
|
|
|
|
7,326,755
|
|
Industrials
|
|
|
|
|
|
|
27,681,052
|
|
|
|
|
|
|
|
27,681,052
|
|
Materials
|
|
|
|
|
|
|
8,027,844
|
|
|
|
|
|
|
|
8,027,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY LINKED SECURITIES
|
|
|
|
|
|
|
95,213,659
|
|
|
|
|
|
|
|
95,213,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECT INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples
|
|
|
|
|
|
|
|
|
|
|
16,000,429
|
|
|
|
16,000,429
|
|
Health Care
|
|
|
|
|
|
|
|
|
|
|
16,507,082
|
|
|
|
16,507,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL DIRECT INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
32,507,511
|
|
|
|
32,507,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COLLATERAL FOR SECURITIES ON LOAN
|
|
|
|
|
|
|
82,300,208
|
|
|
|
|
|
|
|
82,300,208
|
|
SHORT TERM INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
|
|
|
|
|
|
|
28,827,000
|
|
|
|
|
|
|
|
28,827,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS
|
|
$
|
443,869,177
|
|
|
$
|
243,108,460
|
|
|
$
|
37,954,332
|
|
|
$
|
724,931,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
NOTES TO FINANCIAL
STATEMENTS (continued)
The Funds policy is to recognize transfers between levels
at the end of the reporting period.
For the year ended October 31, 2011, Chaoda Modern
Agriculture, Ltd. was transferred from Level 1 to Level 2 as
this security ceased to trade and was fair valued under
direction of the Board of Directors.
The following is a reconciliation of the fair valuations using
significant unobservable inputs (Level 3) for the fund
during the year ended October 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Depreciation)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
Investments
|
|
|
|
Balance as of
|
|
|
|
|
|
|
|
|
Realized
|
|
|
Unrealized
|
|
|
Transfers
|
|
|
Transfers
|
|
|
Balance as of
|
|
|
Held at
|
|
Investments in
|
|
October 31,
|
|
|
|
|
|
Sales/
|
|
|
Gain
|
|
|
Appreciation
|
|
|
in to
|
|
|
out of
|
|
|
October 31,
|
|
|
October 31,
|
|
Securities
|
|
2010
|
|
|
Purchases
|
|
|
Dispositions
|
|
|
(Loss)
|
|
|
(Depreciation)
|
|
|
Level 3
|
|
|
Level 3*
|
|
|
2011
|
|
|
2011
|
|
|
COMMON STOCK AND OTHER EQUITY INTERESTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary
|
|
$
|
44,491,832
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
(28,584,738
|
)
|
|
$
|
|
|
|
$
|
(15,907,094
|
)
|
|
$
|
|
|
|
$
|
|
|
Financials
|
|
|
7,936,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,489,433
|
)
|
|
|
|
|
|
|
|
|
|
|
5,446,821
|
|
|
|
(2,489,433
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,428,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31,074,171
|
)
|
|
|
|
|
|
|
(15,907,094
|
)
|
|
|
5,446,821
|
|
|
|
(2,489,433
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECT INVESTMENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Staples
|
|
|
15,000,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,395
|
|
|
|
|
|
|
|
|
|
|
|
16,000,429
|
|
|
|
1,000,395
|
|
Health Care
|
|
|
15,021,769
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,485,313
|
|
|
|
|
|
|
|
|
|
|
|
16,507,082
|
|
|
|
1,485,313
|
|
Industrials
|
|
|
9,293,534
|
|
|
|
|
|
|
|
(18,896,362
|
)
|
|
|
(11,070,045
|
)
|
|
|
20,672,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information Technology
|
|
|
14,192,162
|
|
|
|
|
|
|
|
(4,546,134
|
)
|
|
|
|
|
|
|
(9,646,028
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,381,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53,507,499
|
|
|
|
|
|
|
|
(23,442,496
|
)
|
|
|
(11,070,045
|
)
|
|
|
13,512,553
|
|
|
|
|
|
|
|
|
|
|
|
32,507,511
|
|
|
|
3,867,567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
105,935,585
|
|
|
$
|
|
|
|
$
|
(23,442,496
|
)
|
|
$
|
(11,070,045
|
)
|
|
$
|
(17,561,618
|
)
|
|
$
|
|
|
|
$
|
(15,907,094
|
)
|
|
$
|
37,954,332
|
|
|
$
|
1,378,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Transferred out of Level 3 into Level 1 because the sale
restriction has been lifted arising from the twelve month
lock-up that was agreed to at time of IPO.
|
|
|
NOTE H
|
DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES
|
There was no derivatives trading or hedging activities for the
year ended October 31, 2011.
|
|
NOTE I
|
INDEMNITY
AGREEMENT
|
The Direct Investment Manager and a syndicate of the insurance
companies (acting on behalf of the Direct Investment Manager)
entered into an agreement with the Fund on December 30,
2010 for the insurance companies to indemnify the Fund against
any loss arising from the sale or other disposition of the
Funds holdings of convertible bonds of Ugent Holdings,
Ltd. (Bonds). For the year ended October 31,
2011, the Fund received $11,774,883 from the disposition of the
Bonds and $8,276,957 was paid under the Indemnity Agreement.
27
NOTES TO FINANCIAL
STATEMENTS (continued)
|
|
NOTE J
|
SUBSEQUENT
EVENT
|
On November 9, 2011, following Heartland Capital Management
Limiteds (Heartland) exercise of its option to
acquire Martin Currie Ltd.s interest in MC China Limited,
the joint venture of Martin Currie Inc.s parent, Martin
Currie Ltd., and Heartland (or its nominee), Martin Currie
Ltd.s interest in MC China Limited was transferred to
Heartland. As a result of the transfer Martin Currie Inc. was no
longer able to provide the Fund with the services of Shifeng Ke
as Portfolio Manager or of the existing team of eight analysts
based in Shanghai who assisted Mr. Ke, all of whom are
associated with MC China Limited. To address this, the Fund
entered into an Interim Investment Advisory and Management
Agreement with Martin Currie Inc. and Martin Currie entered into
an Interim Sub-Advisory Agreement with APS Asset Management Pte
Ltd. to manage the Funds portfolio until new management
arrangements can be put in place. The Investment Advisory and
Management fee will remain the same during the Interim Agreement
period. APS Asset Management Pte Ltd. is a Singapore based
investment management firm that specializes in Asia Pacific
equity investments with a particular focus on China and Greater
China. The interim agreements will remain in place for a maximum
of 150 days.
The Board is also considering potential managers, including
Martin Currie Inc. and APS Asset Management Pte Ltd., to take
over the management of the Funds portfolio at the end of
the term of the interim agreements. The selection of any such
manager by the Board will be subject to stockholder approval.
28
REPORT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
The China Fund, Inc.:
We have audited the accompanying statement of assets and
liabilities of The China Fund, Inc. (the Fund), including the
schedule of investments, as of October 31, 2011, and the
related statements of operations and cash flows for the year
then ended, the statements of changes in net assets for each of
the two years in the period then ended, and the financial
highlights for each of the three years in the period then ended.
These financial statements and financial highlights are the
responsibility of the Funds management. Our responsibility
is to express an opinion on these financial statements and
financial highlights based on our audit. The financial
highlights for each of the two years in the period ended
October 31, 2008 were audited by another independent
registered public accounting firm whose report, dated
December 29, 2008, expressed an unqualified opinion on the
financial highlights.
We conducted our audits 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 and
financial highlights are free of material misstatement. We were
not engaged to perform an audit of the Funds internal
control over financial reporting. Our audits included
consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Funds internal control over
financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements and financial highlights, assessing the accounting
principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. Our
procedures included confirmation of securities owned as of
October 31, 2011, by correspondence with the custodian and
brokers. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial
highlights referred to above present fairly, in all material
respects, the financial position of The China Fund, Inc. at
October 31, 2011, the results of its operations and its
cash flows 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 three years in the
period then ended, in conformity with U.S. generally
accepted accounting principles.
Boston, Massachusetts
December 23, 2011
29
THE CHINA
FUND, INC.
Other Information
(Unaudited)
TAX
INFORMATION
Foreign Taxes Credit: The Fund designates
$1,187,655 as foreign taxes paid and $11,028,701 as foreign
source income earned for regular Federal income tax purposes.
Qualified Dividend Income: For the fiscal year
ended October 31, 2011, the Fund will designate up to the
maximum amount allowable pursuant to the Internal Revenue Code,
as qualified dividend income eligible for reduced tax rates.
These lower rates range from 5% to 15% depending on the
individuals tax bracket. Complete information will be
reported in conjunction with the
Form 1099-DIV.
For the year ended October 31, 2011, the Fund had
$2,038,920 in Qualified Dividend Income and 8.73% of total
ordinary income dividends paid qualifies for the corporate
dividends received deduction.
PRIVACY
POLICY
Privacy Notice
The China Fund, Inc. collects nonpublic personal information
about its shareholders from the following sources:
o Information
it receives from shareholders on applications or other
forms; and
o Information
about shareholder transactions with the Fund.
The Funds policy is to not disclose nonpublic personal
information about its shareholders to nonaffiliated third
parties (other than disclosures permitted by law).
The Fund restricts access to nonpublic personal information
about its shareholders to those agents of the Fund who need to
know that information to provide products or services to
shareholders. The Fund maintains physical, electronic and
procedural safeguards that comply with federal standards to
guard its shareholders nonpublic personal information.
30
THE CHINA FUND, INC.
Other Information (Unaudited)
(continued)
PROXY
VOTING POLICIES AND PROCEDURES
A description of the policies and procedures that are used by
the Funds investment advisers to vote proxies relating to
the Funds portfolio securities is available
(1) without charge, upon request, by calling 1-888-CHN-CALL
(246-2255);
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 advisers vote 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, 2011.
QUARTERLY
PORTFOLIO OF INVESTMENTS
A Portfolio of Investments will be filed as of the end of the
first and third quarter of each fiscal year on
Form N-Q
and will be available on the Securities and Exchange
Commissions website at
http://www.sec.gov.
Form N-Q
has been filed as of July 31, 2011 for the third quarter of
this fiscal year and is available on the Securities and Exchange
Commissions website at
http://www.sec.gov.
Additionally, the Portfolio of Investments 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.
The quarterly Portfolio of Investments will be made available
with out charge, upon request, by calling 1-888-246-2255.
CERTIFICATIONS
The Funds chief executive officer has certified to the New
York Stock Exchange that, as of March 28, 2011, he was not
aware of any violation by the Fund of applicable New York Stock
Exchange corporate governance listing standards. The Fund also
has included the certifications of the Funds chief
executive officer and chief financial officer required by
Section 302 and Section 906 of the Sarbanes-Oxley Act
of 2002 in the Funds
Form N-CSR
filed with the Securities and Exchange Commission, for the
period of this report.
31
BOARD DELIBERATIONS REGARDING
APPROVAL OF
INVESTMENT MANAGEMENT AGREEMENTS
General
Background
For the fiscal year ended October 31, 2011, Martin Currie
Inc. (Martin Currie) acted as the Funds
investment manager, with exclusive investment discretion over
the Funds assets pursuant to two investment management and
advisory agreements with the Fund: a Listed Management
Agreement and a Direct Management Agreement
(as defined below). Martin Currie is a registered investment
adviser under the U.S. Investment Advisers Act of 1940, as
amended (the Advisers Act).
The Fund may invest up to 100% of the portion of the Funds
assets allocated for investment in listed securities (the
Listed Investments) pursuant to the Listed
Management Agreement. The Fund pays Martin Currie a fee for its
investment management of the Funds Listed Investments that
is computed weekly and payable monthly, at an annual rate of
0.70% of the Funds average weekly net assets consisting of
Listed Investments up to US$315 million and 0.50% of the
Funds average weekly net assets consisting of Listed
Investments in excess of US$315 million (the Listed
Investment Management Fee).
The Fund may invest up to 25% of the net proceeds of its
offerings of its outstanding common stock in direct equity
investments (the Direct Investments) pursuant to the
Direct Management Agreement. The Fund pays Martin Currie a fee
for its investment management of the Funds Direct
Investments that is computed weekly and payable monthly at an
annual rate of 2.00% of the Funds average weekly value of
the Funds assets consisting of Direct Investments (the
Direct Investment Management Fee).
Annual
Approval Process
The Funds Board of Directors (the Board) is
legally required to review and re-approve the Listed Management
Agreement and the Direct Management Agreement (together, the
Advisory Agreements) once a year. Throughout the
year, the Board considers a wide variety of materials and
information about the Fund, including, for example, the
Funds investment performance, adherence to stated
investment objectives and strategies, assets under management,
expenses, regulatory compliance and management. The Board
periodically meets with senior management and portfolio managers
of Martin Currie and reviews and evaluates Martin Curries
professional experience, credentials and qualifications. This
information supplements the materials the Board received in
preparation for the Meeting described below.
In determining whether it was appropriate to approve the
Advisory Agreements during fiscal 2011, the Board requested from
Martin Currie information that the Board believed to be
reasonably necessary to reach its conclusion. This information
together with the information provided to the Directors
throughout the course of year formed the primary basis for the
Directors determinations.
The Board met in executive session for the purpose of
considering the approval of the Advisory Agreements. During the
executive session, the Directors reviewed a memorandum which
detailed the duties and responsibilities of the Directors with
respect to their consideration of the Advisory Agreements. The
Directors reviewed the contract renewal materials provided by
Martin Currie, including, but not limited to (1) an
organizational overview of Martin Currie and biographies of
those personnel providing services to the Fund, (2) copies
of the Listed Management Agreement, as
32
BOARD DELIBERATIONS REGARDING
APPROVAL OF
INVESTMENT MANAGEMENT AGREEMENTS (continued)
amended, and the Direct Management Agreement, (3) a
profitability analysis of Martin Currie, (4) financial
statements of Martin Currie, (5) Form ADV of Martin
Currie, and (6) performance and fee comparison data
provided by Fundamental Data, an independent third party vendor
of such information on global closed-end funds.
The Board, consisting entirely of independent
directors within the meaning of the Investment Company Act
of 1940, unanimously approved the Advisory Agreements at an
in person meeting held on June 22, 2011 (the
Meeting). In deciding whether to renew the Advisory
Agreements, the Directors considered various factors, including
(1) the nature, extent and quality of the services provided
by Martin Currie under the Advisory Agreements, (2) the
investment performance of the Funds Listed Investments and
Direct Investments (together, the Funds
investments), (3) the costs to Martin Currie of its
services and the profits realized by Martin Currie from its
relationship with the Fund, and (4) the extent to which
economies of scale might be realized if and as the Fund grows
and whether the fee levels in the Advisory Agreements reflect
these economies of scale.
1. Nature, Extent and Quality of the Services provided by Martin
Currie
In considering the nature, extent and quality of the services
provided by Martin Currie, the Directors relied on their prior
experience as Directors of the Fund as well as on the materials
provided for the Meeting. They noted that under the Advisory
Agreements Martin Currie is responsible for managing the
Funds investments in accordance with the Funds
investment objective and policies, applicable legal and
regulatory requirements, and the instructions of the Directors,
for providing necessary and appropriate reports and information
to the Directors, for maintaining all necessary books and
records pertaining to the Funds transactions in the
Funds investments, and for furnishing the Fund with the
assistance, cooperation, and information necessary for the Fund
to meet various legal requirements regarding registration and
reporting. They noted the distinctive nature of the Fund as
investing primarily in equity securities (i) of companies
for which the principal securities trading market is in China,
(ii) of companies for which the principal securities
trading market is outside of China, or constituting direct
equity investments in companies organized outside of China, that
in both cases derive at least 50% of their revenues from goods
or services sold or produced or have at least 50% of their
assets, in China or (iii) constituting direct equity
investments in companies organized in China. They also noted the
experience and expertise of Martin Currie as appropriate as an
adviser to the Fund.
The Directors reviewed the background and experience of Martin
Curries senior management, including those individuals
responsible for the investment and compliance operations with
respect to the Funds investments, and the responsibilities
of the investment and compliance personnel with respect to the
Fund. They also considered the resources, operational structures
and practices of Martin Currie in managing the Funds
portfolio, in monitoring and securing the Funds compliance
with its investment objective and policies and with applicable
laws and regulations, and in seeking best execution of portfolio
transactions. Drawing upon the materials provided and their
general knowledge of the business of Martin Currie, the
Directors took into account the fact that Martin Curries
experience, resources and strength in these areas are deep,
extensive and of high quality. On the basis of this review, the
Directors determined that the nature and extent of the services
provided by Martin Currie to the Fund were appropriate, had been
of high quality, and could be expected to remain so.
33
BOARD DELIBERATIONS REGARDING
APPROVAL OF
INVESTMENT MANAGEMENT AGREEMENTS (continued)
2. Performance of the Funds investments
The Directors noted that, in view of the distinctive investment
objective of the Fund, the Funds investment performance
was better than satisfactory. Of importance to the Directors was
the extent to which the Fund achieved its objective. Drawing
upon information provided for the Meeting and upon reports
provided to the Directors by Martin Currie throughout the
preceding year, the Directors determined that the Fund
outperformed the MSCI Golden Dragon Index for the one-year
period ending April 30, 2011 (market price) and for the
three-, five- and ten-year periods ending April 30, 2011
(at both net asset value and market price). They further
concluded, on the basis of the limited universe of comparable
funds, that the expense ratio of the Fund was as low as, or
lower than, those of the Funds direct competitors.
Accordingly, the Directors concluded that the performance of the
Fund was satisfactory.
3. The Costs to Martin Currie of its Services and the Profits
Realized by Martin Currie from its Relationship with the Fund
The Directors considered the profitability of the advisory
arrangement with the Fund to Martin Currie. The Directors had
been provided with general data on the Funds profitability
to Martin Currie. They first discussed with representatives of
Martin Currie the methodologies used in computing the costs that
formed the bases of the profitability calculations. Concluding
that these methodologies were acceptable, they turned to the
data provided. After discussion and analysis, they concluded
that, to the extent that Martin Curries relationship with
the Fund had been profitable, the profitability was in no case
such as to render the advisory fees excessive. The Directors
also discussed whether the compensation of Martin Currie
personnel was at an appropriate level to retain and motivate
employees.
In considering whether Martin Currie benefits in other ways from
its relationship with the Fund, the Directors noted that, other
than the advisory fees payable to Martin Currie under the
Advisory Agreements, there is no other investment advisory,
brokerage, or other fee received or receivable by Martin Currie
or its affiliates from the Fund. The Directors concluded that,
to the extent that Martin Currie derives other benefits from its
relationship with the Fund, those benefits are not so
significant as to render the advisers fees excessive.
4. The Extent to which Economies of Scale would be Realized if
and as the Fund Grows and Whether the Fee Levels in the
Listed Management Agreement Reflect these Economies of Scale
On the basis of their discussions with Martin Curries
management and their analysis of information provided at the
Meeting, the Directors determined that the nature of the Fund
and its operations is such that Martin Currie was likely to
realize economies of scale in the management of the Fund as it
grows in size. It was noted in the Boards discussion with
representatives of Martin Curie that Martin Curries assets
under management from its China business had increased
substantially and as such Martin Currie had realized economies
of scale from managing more China portfolios for more clients.
It was noted that these economies of scale were shared with the
Fund because they had enabled Martin Currie to develop
centralized dealing facilities that pool transactions across all
of its clients. In addition, the economies were reflected in the
breakpoint in the Funds fee structure.
34
BOARD DELIBERATIONS REGARDING
APPROVAL OF
INVESTMENT MANAGEMENT AGREEMENTS (continued)
In order to better evaluate the Funds advisory fee, the
Directors had requested comparative information with respect to
fees paid by similar funds, i.e., public funds that
invest in China. The Directors found that, because of the
distinctive nature of the Fund, the universe of similar funds
was limited; the total number of comparable funds, which
included the Fund, was sixteen. They also noted that there are
no other public funds with a dedicated direct investment
component that provide a fee comparison. It was noted that the
closest comparison would be private equity funds and those funds
normally have a base fee of 2% of assets and an incentive based
fee based on gains realized on portfolio investments, and thus,
the Directors determined that the Direct Investment Management
Fee compares favorably with the fees of private equity funds. It
was also noted that, while the Direct Investment Management Fee
is higher than the fees paid by other public funds, the Listed
Investment Management Fee compared favorably with management
fees of other similar public funds and the effective combined
fees under the Listed Management Agreement and the Direct
Management Agreement were lower than the fees for most other
similar public funds. The Directors noted that the Funds
total expense ratio was lower than most of the comparable
funds total expense ratios. The Directors concluded that
the limited data available provided some indirect confirmation
of the reasonableness of Martin Curries fees.
Approval
of the Advisory Agreements
The Directors approved the continuance of the Funds
Advisory Agreements with Martin Currie after weighing the
foregoing factors. They reasoned that, considered in themselves,
the nature and extent of the services provided by Martin Currie
were appropriate, that the performance of the Fund had been
satisfactory, and that Martin Currie could be expected to
provide services of high quality. As to Martin Curries
fees for the Fund, the Directors determined that the fees,
considered in relation to the services provided, were fair and
reasonable, that the Funds relationship with Martin Currie
was not so profitable as to render the fees excessive, that any
additional benefits to Martin Currie were not of a magnitude
materially to affect the Directors deliberations, and that
the fees adequately reflected shared economies of scale with the
Fund.
35
DIVIDENDS AND DISTRIBUTIONS;
SUMMARY OF DIVIDEND REINVESTMENT AND CASH PURCHASE
PLAN
The Fund will distribute to shareholders, at least annually,
substantially all of its net investment income from dividends
and interest earnings and expects to distribute any net realized
capital gains annually. Pursuant to the Dividend Reinvestment
and Cash Purchase Plan (the Plan), adopted by the
Fund, each shareholder will automatically be a participant (a
Participant) in the Plan unless Computershare
Trust Company, N.A., the Plan Agent, is otherwise
instructed by the shareholder in writing, to have all
distributions, net of any applicable U.S. withholding tax,
paid in cash. Shareholders who do not participate in the Plan
will receive all distributions in cash paid by check in
U.S. dollars mailed directly to the shareholder by
Computershare Trust Company, N.A., as paying agent.
Shareholders who do not wish to have distributions automatically
reinvested should notify the Fund by contacting Computershare
Trust Company, N.A.
c/o The
China Fund, Inc. at P.O. Box 43078, Providence, Rhode
Island
02940-3078,
by telephone at
1-800-426-5523
or via the Internet at www.computershare.com/investor.
The Plan will operate whenever a dividend or distribution is
declared payable only in cash or in cash or shares of the
Funds common stock, but it will not operate with respect
to a dividend or distribution declared payable only in shares of
the Funds common stock (including such a declaration that
provides an option to receive cash).
Computershare Trust Company, N.A (Computershare
or the Plan Agent) act as Plan Agent. If the
Directors of the Fund declare an income dividend or a capital
gains distribution payable either in the Funds Common
Stock or in cash, non-participants in the Plan will receive cash
and participants in the Plan will receive Common Stock. The
shares of common stock issued by the Fund will be valued at net
asset value or, if the net asset value is less than 95% of the
market price on the valuation date, then shares will be valued
at 95% of the market price. If the net asset value per share of
the common stock on the valuation date exceeds the market price,
participants will be issued shares at market price. The
valuation date will be the dividend or distribution payment date
or, if that date is not a trading day on the exchange on which
the Funds shares are then listed, the next preceding
trading day. If the Fund should declare a dividend or capital
gains distribution payable only in cash, the Plan Agent will, as
purchasing agent for the participants, buy shares of common
stock in the open market, on the New York Stock Exchange or
elsewhere, with the cash in respect of such dividend or
distribution, for the participants accounts on, or shortly
after, the payment date.
Participants in the Plan have the option of making additional
payments to the Plan Agent annually, in any amount from $100 to
$3,000 for investment in the Funds Common Stock. The Plan
Agent will use all funds received from participants (as well as
any dividends and capital gains distributions received in cash)
to purchase Fund shares in the open market on January 15 of each
year or the next trading day if January 15th is not a trading
day. Participants may make voluntary cash payments by sending a
check (in U.S. dollars and drawn on a U.S. Bank) made
payable to Computershare along with a completed
transaction form which is attached to each statement a
Participant receives. The Plan Agent will not accept cash,
travelers checks, money orders or third party checks. Any
voluntary cash payments received more than thirty-five days
prior to such date will be returned by the Plan Agent, and
interest will not be paid on any such amounts. To avoid
unnecessary cash accumulations, and also to allow ample time for
receipt and processing by the Plan Agent, participants should
send in voluntary cash payments to be received by the Plan Agent
approximately two days before January 15. A participant may
withdraw a voluntary cash payment by written notice, if the
notice is received by the Plan Agent not less than 48 hours
before such payment is to be invested. In the event that a
Participants check for a voluntary cash payment is
returned unpaid for any reason, the Plan Agent will consider the
36
DIVIDENDS AND DISTRIBUTIONS;
SUMMARY OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
(continued)
request for investment of such funds null and void, and shall
immediately remove from the Participants account those
shares, if any, purchased upon the prior credit of such funds.
The Plan Agent shall be entitled to sell shares to satisfy any
uncollected amount plus any applicable fees. If the net proceeds
of the sale of such shares are insufficient to satisfy the
balance of such uncollected amounts, the Plan Agent shall be
entitled to sell such additional shares from the
Participants account as may be necessary to satisfy the
uncollected balance.
The Plan Agent will confirm in writing, each trade for a
Participants account and each share deposit or share
transfer promptly after the account activity occurs. The
statement will show the number of shares held, the number of
shares for which dividends are being reinvested, any cash
received for purchase of shares, the price per share for any
purchases or sales, and any applicable fees for each transaction
charged the Participant. In the event the only activity in a
Participants account is the reinvestment of dividends,
this activity will be confirmed in a statement on at least a
quarterly basis. If the Fund pays an annual dividend and the
only activity in a Participants account for the calendar
year is the reinvestment of such dividend, the Participant will
receive an annual statement. These statements are a
Participants continuing record of the cost basis of
purchases and should be retained for income tax purposes.
The Plan Agent will hold shares of common stock acquired
pursuant to the Plan in non-certificated form in the name of the
Participant for whom such shares are being held and each
Participants proxy will include those shares of common
stock held pursuant to the Plan. The Plan Agent will forward to
each Participant any proxy solicitation material received by it.
In the case of shareholders, such as banks, brokers or nominees,
which hold shares for others who are the beneficial owners, the
Plan Agent will administer the Plan on the basis of the number
of shares certified from time to time by the shareholder as
representing the total amount registered in the name of such
Participants and held for the account of beneficial owners who
participate in the Plan. Upon a Participants Internet,
telephone or written request, the Plan Agent will deliver to her
or him, without charge, a certificate or certificates
representing all full shares of common stock held by the Plan
Agent pursuant to the Plan for the benefit of such Participant.
Participants will not be charged a fee in connection with the
reinvestment of dividends or capital gains distributions. The
Plan Agents transaction fees for the handling of the
reinvestment of dividends and distributions will be paid by the
Fund. However, Participants will be charged a per share fee
(currently $0.05) incurred with respect to the Plan Agents
open market purchases in connection with the reinvestment of
dividends or capital gains distributions and with purchases from
voluntary cash payments made by the Participant. A $2.50
transaction fee and a per share fee of $0.15 will also be
charged by the Plan Agent upon any request for sale. Per share
fees include any brokerage commissions the Plan Agent is
required to pay.
The automatic reinvestment of dividends and distributions will
not relieve participants of any income tax which may be payable
on such dividends and distributions. Participants will receive
tax information annually for their personal records and to help
them prepare their federal income tax return. For further
information as to tax consequences of participation in the Plan,
Participants should consult with their own tax advisors.
These terms and conditions may be amended or supplemented by the
Plan Agent or the Fund at any time or times but, except when
necessary or appropriate to comply with applicable law or the
rules or policies of the Securities and Exchange Commission or
any other regulatory authority, only by mailing to the
Shareholders appropriate written
37
DIVIDENDS AND DISTRIBUTIONS;
SUMMARY OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
(continued)
notice at least 30 days prior to the effective date
thereof. The amendment or supplement shall de deemed to be
accepted by the Participants unless, prior to the effective date
thereof, the Plan Agent receives written notice of the
termination of a Participants account under the Plan. Any
such amendment may include an appointment by the Plan Agent in
its place and stead of a successor Plan Agent under these terms
and conditions, with full power and authority to perform all or
any of the acts to be performed by the Plan Agent under these
terms and conditions. Upon any such appointment of a successor
Plan Agent for the purposes of receiving dividends and
distributions, the Fund will be authorized to pay to such
successor Plan Agent, for the Participants accounts, all
dividends and distributions payable on the shares of common
stock held in the Participants name or under the Plan for
retention or application by such successor Plan Agent as
provided in these terms and conditions.
Requests for copies of the Plan, which sets forth all of the
terms of the Plan, and all correspondence concerning the Plan
should be directed to Computershare Trust Company, N.A.,
the Plan Agent for The China Fund, Inc., in writing at
P.O. Box 43078, Providence, Rhode Island,
02940-3078,
by telephone at
1-800-426-5523
or via the Internet at www.computershare.com/investor.
38
Directors and Officers
(Unaudited)
The following table provides information concerning each of the
Directors of the Fund. The Board of Directors is comprised of
Directors who are not interested persons of the Fund, as that
term is defined in Section 2(a)(19) of the Investment
Company Act of 1940, as amended. The Directors are divided into
three classes, designated as Class I, Class II and
Class III. The Directors in each such class are elected for
a term of three years to succeed the Directors whose term of
office expires. Each Director shall hold office until the
expiration of his term and until his successor shall have been
elected and qualified.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Funds in the
|
|
|
|
Name (Age) and
|
|
|
|
Director
|
|
|
|
Complex(1)
|
|
|
Other Directorships/
|
Address of Directors or
|
|
|
|
Since
|
|
Principal Occupation(s)
|
|
Overseen by
|
|
|
Trusteeships in
|
Nominees for
|
|
Position(s) Held with
|
|
(Term
|
|
or Employment During
|
|
the Director
|
|
|
Publicly Held
|
Director
|
|
Fund
|
|
Ends)
|
|
Past Five Years
|
|
or Nominee
|
|
|
Companies
|
|
CLASS I
|
|
|
|
|
|
|
|
|
|
|
|
|
James J. Lightburn (68)
13, Rue Alphonse de
Neuville 75017
Paris, France
|
|
Chairman of the Board and Director
|
|
1992
(2012)
|
|
Retired; Attorney, Nomos (law firm) (2004-2006); Attorney,
member of Hughes Hubbard & Reed (law firm) (1993-2004).
|
|
|
1
|
|
|
Fromageries Bel S.A.
|
Joe O. Rogers (63)
2477 Foxwood Drive
Chapel Hill, NC 27514
|
|
Director
|
|
1992
(2012)
|
|
Principal, The Rogers International LLC (investment
consultation), (July 2001-present); Visiting Professor Fudan
University School of Management (August 2010-present).
|
|
|
1
|
|
|
The Taiwan Fund, Inc. (1986-present)
|
CLASS II
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael F. Holland (67)
375 Park Avenue
New York, New York
10152
|
|
Director
|
|
1992
(2013)
|
|
Chairman, Holland & Company L.L.C. (investment adviser)
(1995-present).
|
|
|
1
|
|
|
The Holland Balanced Fund, Inc.; Reaves Utility Income Fund; The
Taiwan Fund, Inc.; State Street Master Funds and State Street
Institutional Investment Trust; Blackstone GSO Floating Rate
Fund, Inc.
|
CLASS III
|
|
|
|
|
|
|
|
|
|
|
|
|
William C. Kirby (61)
Harvard University
CGIS South Building
1730 Cambridge Street
Cambridge, MA 02138
|
|
Director
|
|
2007
(2014)
|
|
Director, John K. Fairbank Center for Chinese Studies, Harvard
University (2006-present); Chairman, Harvard China Fund
(2006-present); Harvard University Distinguished Service
Professor (2006-present); Dean of the Faculty of Arts and
Sciences Harvard University (2002-2006).
|
|
|
1
|
|
|
|
Nigel S. Tulloch (66)
7 Circe Circle Dalkeith
WA6009 Australia
|
|
Director
|
|
1992
(2014)
|
|
Director, The HSBC China Fund Limited (1992-2005).
|
|
|
1
|
|
|
|
|
|
|
(1)
|
|
The term
Fund Complex means two or more registered
investment companies that share the same investment adviser or
principal underwriter or hold themselves out to investors as
related companies for the purposes of investment and investor
services.
|
39
Directors and Officers
(Unaudited) (continued)
Officers
of the Fund
The following table provides information concerning each of the
officers of the Fund.
|
|
|
|
|
|
|
|
|
Position(s)
|
|
|
|
|
Name (Age) and
|
|
Held with
|
|
Officer
|
|
Principal Occupation(s) or
|
Address of Officers
|
|
Fund
|
|
Since
|
|
Employment During Past Five Years
|
|
Jamie Skinner (50)
Martin Currie Investment Management Saltire Court
20 Castle Terrace
Edinburgh EH12ES Scotland
|
|
President
|
|
September
2009
|
|
Director, Head of Client Services, Martin Currie Investment
Management Limited (October 2004-present). President The Taiwan
Fund, Inc. (May 2010-present); President Martin Currie Business
Trust (December 2010-present).
|
Patrick Keniston (47)
Foreside Compliance
Services, LLC
Three Canal Plaza,
Suite 100, Portland, ME 04101
|
|
Chief
Compliance
Officer
|
|
August
2011
|
|
Director, Foreside Compliance Services, LLC (October
2008-present); Counsel, Citi Fund Services (March 2005-October
2008).
|
Laura F. Dell (47)
4 Copley Place,
Boston, MA 02116
|
|
Treasurer
|
|
December
2008
|
|
Vice President, State Street Bank and Trust Company (July
2007-present); Senior Director, Investors Bank and Trust Company
(January 2002-July 2007).
|
Tracie A. Coop (35)
4 Copley Place,
Boston, MA 02116
|
|
Secretary
|
|
June
2010
|
|
Vice President and Senior Counsel, State Street Bank and Trust
Company (October 2007-present); Associate Counsel and Manager,
Natixis Asset Management Advisors L.P. (2006-2007); Associate
Counsel, Natixis Asset Management Advisors L.P. (2005-2006).
|
Brian OSullivan (37)
801 Pennsylvania Ave
Kansas City, MO 64105
|
|
Assistant
Treasurer
|
|
March
2009
|
|
Vice President, State Street Bank and Trust Company (December
2006-present); Assistant Vice President, State Street Bank and
Trust Company (March 2004-December 2006).
|
Francine S. Hayes (44)
4 Copley Place,
Boston, MA 02116
|
|
Assistant
Secretary
|
|
June
2005
|
|
Vice President and Managing Counsel, State Street Bank and Trust
Company (2004-present).
|
40
THE CHINA FUND, INC.
United States Address
The China Fund, Inc.
c/o State
Street Bank and Trust Company
2 Avenue de Lafayette
P.O. Box 5049
Boston, MA
02206-5049
1-888-CHN-CALL
(246-2255)
Directors and Officers
James J. Lightburn, Chairman of the Board and Director
Joe O. Rogers, Director
Michael F. Holland, Director
William Kirby, Director
Nigel S. Tulloch, Director
Jamie Skinner, President
Patrick Keniston, Chief Compliance Officer of the Fund
Laura Dell, Treasurer
Tracie A. Coop, Secretary
Brian OSullivan, Assistant Treasurer
Francine Hayes, Assistant Secretary
Investment Manager
Martin Currie Inc.
Shareholder Servicing Agent
The Altman Group
Administrator and Custodian
State Street Bank and Trust Company
Transfer Agent, Dividend Paying Agent and Registrar
Computershare Trust Company, N.A.
Independent Registered Public Accounting Firm
Ernst & Young, LLP
Legal Counsel
Clifford Chance US LLP
Item 2. Code of Ethics.
(a) |
|
The China Fund, Inc. (the Fund) has adopted a Code of Ethics that applies to the Funds
principal executive officer and principal financial officer. |
|
(c) |
|
There have been no amendments to the Funds 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 Funds Code of
Ethics during the reporting period for this Form N-CSR. |
|
(f) |
|
A copy of the Funds 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 Funds 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 Michael F. Holland. Mr.
Holland 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 October 31, 2011, Ernst & Young LLP (E&Y), the Funds independent
registered public accounting firm, billed the Fund aggregate fees of US$108,150 for professional
services rendered for the audit of the Funds annual financial statements and review of financial
statements included in the Funds annual report to shareholders.
For the fiscal year ended October 31, 2010, E&Y billed the Fund aggregate fees of US$105,000
for professional services rendered for the audit of the Funds annual financial statements and
review of financial statements included in the Funds annual report to shareholders. In addition,
Martin Currie paid E&Y $215,000 on behalf of the Fund for professional services rendered for the
audit of the Funds annual financial statements and review of financial statements included in the
Funds annual report to shareholders with regard to the
Funds purchase of securities issued by Ugent Holdings Ltd.
(b) Audit-Related Fees
For the fiscal year ended October 31, 2011, E&Y 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
Funds financial statements and are not reported under the section Audit Fees above.
For the fiscal year ended October 31, 2010, E&Y 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
Funds financial statements and are not reported under the section Audit Fees above.
(c) Tax Fees
For the fiscal year ended October 31, 2011, E&Y billed the Fund aggregate fees of US$10,300
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 Funds income tax returns and tax
distribution requirements.
For the fiscal year ended October 31, 2010, E&Y billed the Fund aggregate fees of US$10,000
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 Funds income tax returns and tax
distribution requirements.
(d) All Other Fees
For the fiscal years ended October 31, 2011 and October 31, 2010, E&Y did not bill the Fund
for other fees.
(e) The Funds Audit Committee Charter requires that the Audit Committee pre-approve all audit and
non-audit services to be provided to the Fund by the Funds independent registered public
accounting firm; provided, however, that the preapproval requirement with respect to the provision
of non-auditing services to the Fund by the Funds independent accountants may be waived by the
Audit Committee under the circumstances described in the Securities Exchange Act of 1934, as
amended (the 1934 Act). All of the audit and tax services described above for which E&Y billed
the Fund fees for the fiscal years ended October 31, 2011 and October 31, 2010, respectively, were
pre-approved by the Audit Committee.
For the fiscal years ended October 31, 2010 and October 31, 2009, the Funds Audit Committee
did not waive the pre-approval requirement of any non-audit services to be provided to the Fund by
E&Y.
(f) Not applicable.
(g) For
the fiscal year ended October 31, 2011, Ernst & Young provided non-audit services to certain
entities in the Funds Investment Company Complex that were not required to be pre-approved by the
Funds Audit Committee. These services primarily include:
(1) tax advisory amounts of $314,048,
(2) tax compliance amounts of $831,240 and (3) other
advisory fees of $58,221 related to
performance improvement.
For
the fiscal year ended October 31, 2010, Ernst & Young provided non-audit services to
certain entities in the Funds Investment Company Complex that were not required to be pre-approved
by the Funds Audit Committee. These services primarily include: (1) tax advisory amounts of
$409,863, (2) tax compliance amounts of $723,886 and
(3) other advisory fees of $59,796 related to
performance improvement.
(h) The Funds Audit Committee has determined that the provision of non-audit services by E&Y to
State Street Bank and Trust Company is compatible with maintaining E&Ys 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 Funds audit committee are Michael F. Holland,
William Kirby, James J. Lightburn, Joe O. Rogers, and Nigel Tulloch.
Item 6. Schedule of Investments.
Schedule of Investments is included as part of Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End 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 its investment adviser, Martin Currie, Inc.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
(a)(1) As of December 31, 2011, the portfolio managers of the registrant are as follows:
Wong Kok Hoi
Chairman & Chief Investment Officer
Portfolio manager, China, Taiwan and Asia Pacific
Investment experience: 30 years
Kok Hoi
is Founder, Executive Chairman and Chief Investment Officer of APS
Asset Management Ptc. Ltd, (APS), the interim sub-advisor for the Fund. He has 30 years of
investment experience in Asian Pacific equity markets. Prior to the setting up of APS, Kok Hoi
worked as Senior Investment Officer, Asia Pacific Equities Department, of the Government of
Singapore Investment Corporation (GIC) from 1981 to 1985. He then joined Citicorp Investment
Management HK as Vice-President and was promoted to CIO of Cititrust, Japan. Kok Hoi, a Japan
Mombusho scholar, obtained his B. Commerce (Honors) degree from Hitotsubashi University. He also
attended the Harvard Universitys Investment Appraisal and Management Program and is a CFA Holder.
James Liu
Deputy Chairman & Deputy Chief Investment Officer
Portfolio manager, China and Taiwan
Investment experience: 20 years
James is the Deputy Chairman and Deputy CIO of APS, in charge of China and Greater China markets.
He is also the CIO of APS affiliated China products. Prior to joining APS in Jan 1996, he was
senior manager at Shanghai International Securities, the then largest stock broking firm and
investment bank in China. He has 20 years of investment experience in Greater China markets and has
successfully managed money in the last 10 years.
(a)(2)
Wong Kok Hoi
As of November 30, 2011, Wong Kok Hoi managed 5 mutual funds with a total of approximately US$342
million in assets and 5 other accounts with a total of approximately US$188 million in assets.
Of these other accounts, 1 account with a total of approximately US$136 million in assets, had
performance based fees.
James Liu
As of November 30, 2011, James Liu managed 6 mutual funds with a total of approximately US$1,143
million in assets and 2 other accounts with a total of approximately US$440 million in assets.
Of these other accounts, one vehicle with a total of approximately US$135 million in assets, had
performance based fees.
Conflicts of Interest:
Equitable treatment of client monies is a fundamental principle of APSs investment management
business. APS believe that the management of potential conflicts of interest is germane to the
business, regardless of their client mix and fund types.
Kok Hoi and James Liu simultaneous management of the Fund and the other accounts noted above may
present actual or apparent conflicts of interest with respect to the allocation and aggregation of
securities orders placed on behalf of the Fund and the other accounts. APS has a code of
practice and compliance methodology to demonstrate effective conflict management. They believe that sufficient controls, policies and systems are in place to address
such conflicts.
Their
suite of compliance and investment policies are designed to address
those practices within APS that
could cause conflicts of interest across all client funds. APS has policies, systems and controls
in place to identify potential conflicts between itself and its clients, as well as between one
client and another, to achieve consistent treatment of conflicts of interest throughout its
business. It aims to manage any conflicts of interest that may arise and to ensure, as far as
practicable, that such conflicts do not adversely affect the interests of its clients.
APS reviews its conflict of interest policies at least annually and will notify clients of any
material changes, as and when they occur.
Martin
Currie also has its own conflict of interest policies. A service level agreement between
Martin Currie and APS define the responsibilities and reporting on any conflicts of interest
between parties.
Compensation:
The portfolio managers yearly bonus is determined by performance and contains several components
including individual investment performance, qualitative factors of the individual, APSs
profitability and the products profitability. An outstanding portfolio manager may earn a bonus of
up to 36 months (calculated as monthly base salary multiplied by 36.) This bonus quantum has the
ability to reach 50 months for exceptional performance. To minimise the risk that portfolio
managers may take on higher risks in their portfolios to enhance individual performance, there is a
three-year claw-back agreement for investment bonuses. Further, only one-third of the investment
bonus is paid in the current year that the bonus was earned while the remaining two-thirds will be
paid and is dependent on the individuals returns and performance for the next two years.
Every year, options amounting to 1% of capital may be granted to employees.
Ownership of Securities: The following table sets forth, for each portfolio manager, the aggregate
dollar range of the registrants equity securities beneficially owned as of October 31, 2011.
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Portfolio Manager
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Dollar Range of Fund Shares Beneficially Owned |
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Wong Kok Hoi
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0 |
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James Liu
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0 |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which shareholders may recommend nominees
to the registrants Board of Directors during the period covered by this Form N-CSR filing.
Item 11. Controls and Procedures.
(a) |
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The registrants principal executive and principal financial officers have concluded
that the registrants 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)). |
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(b) |
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There were no changes in the registrants 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 registrants second fiscal quarter |
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that has materially affected, or is reasonably likely to materially affect, the registrants
internal control over financial reporting. |
Item 12. Exhibits.
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(a)(1)
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Code of Ethics is attached hereto in response to Item 2(f). |
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(a)(2)
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The certifications required by Rule 30a-2 of the 1940 Act are attached hereto. |
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(a)(3)
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Not applicable. |
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(a)(4)
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Proxy voting policies and procedures of the Fund and its investment adviser are attached
hereto in response to Item 7. |
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(b)
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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.
THE CHINA FUND, INC.
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By: |
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/s/ Jamie Skinner |
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Jamie Skinner
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President of The China Fund, Inc. |
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Date:
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January 6, 2012 |
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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.
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By: |
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/s/ Jamie Skinner |
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Jamie Skinner
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President of The China Fund, Inc. |
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Date:
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January 6, 2012 |
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By: |
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/s/ Laura F. Dell |
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Laura F. Dell
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Treasurer of The China Fund, Inc. |
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Date:
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January 6, 2012 |
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