UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-05749
The China Fund, Inc.
(Exact name of registrant as specified in charter)
c/o State Street Bank and Trust Company
2 Avenue de Lafayette
P.O. Box 5049
Boston, MA 02206-5049
(Address of principal executive offices)
Mary Moran Zeven State Street Bank and Trust Company
Secretary Elizabeth A. Watson, Esq.
The China Fund, Inc. 4 Copley Place, 5th Floor
2 Avenue de Lafayette, 2nd Floor Boston, Massachusetts 02116
Boston, MA 02111
and
Leonard B. Mackey, Jr., Esq.
Clifford Chance U.S. LLP
31 West 52nd Street
New York, New York 10019
(Name and address of agent for service)
Registrant's telephone number, including area code: 888-246-2255
Date of fiscal year end: October 31
Date of reporting period: July 1, 2007 - June 30, 2008
ITEM 1. PROXY VOTING RECORD
VOTE SUMMARY REPORT (SHORT)
07/01/07 TO 06/30/08
SORTED BY COMPANY NAME.
IN ALL MARKETS, FOR ALL STATUSES, FOR THE CHINA FUND, THE CHINA FUND, THE CHINA
FUND.
SHOW ALL NOTES.
SHOW VOTE RESULTS.
MTG DATE /TYPE 06/19/08 AGM RECORD DATE 05/19/08
SHARES AVAILABLE 7,344,211 SHARES VOTED 7,344,211
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
BANK OF CHINA LIMITED, BEIJING Y0698A107
1 Accept the 2007 Annual Mgmt For For For With 0 0 0 0
Report of the Company
2 Accept Working Report of Mgmt For For For With 0 0 0 0
the Board of Directors
3 Accept Working Report of Mgmt For For For With 0 0 0 0
the Supervisory Committee
4 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
5 Approve Annual Budget for Mgmt For For For With 0 0 0 0
Year 2008
6 Approve Profit Distribution Mgmt For For For With 0 0 0 0
Plan
7 Reappoint Mgmt For For For With 0 0 0 0
PricewaterhouseCoopers
Zhong Tian Certified Public
Accountants Ltd. Co. and
PricewaterhouseCoopers as
Auditors and Fix Their
Remuneration
8 Reelect Frederick Anderson Mgmt For For For With 0 0 0 0
Goodwin as Non-Executive
Director
9a Approve 2007 Performance Mgmt For For For With 0 0 0 0
Appraisal and Bonus Plan
for Xiao Gang, the Chairman
of the Board of Directors
of the Bank
9b Approve 2007 Performance Mgmt For For For With 0 0 0 0
Appraisal and Bonus Plan
for Li Lihui, the Vice
Chairman of the Board of
Directors and President of
the Bank
9c Approve 2007 Performance Mgmt For For For With 0 0 0 0
Appraisal and Bonus Plan
for Li Zaohang, the
Executive Director and the
Executive Vice-President of
the Bank
9d Approve 2007 Performsnce Mgmt For For For With 0 0 0 0
Appraisal and Bonus Plan
for Hua Qingshan
9e Approve 2007 Performance Mgmt For For For With 0 0 0 0
Appraisal and Bonus Plan
for Liu Ziqiang, the
Chairman of the Board of
Supervisors of the Bank
9f Approve 2007 Performance Mgmt For For For With 0 0 0 0
Appraisal and Bonus Plan
for Full-Time Supervisors
of the Bank Assigned by
Shareholders
10 Approve Proposal to Extend Mgmt For For For With 0 0 0 0
the Remuneration Scheme of
the Independent Directors
to the Non-Executive
Directors
11 Approve Continuing Mgmt For For For With 0 0 0 0
Connected Transaction with
a Related Party and Related
Annual Caps
12 Accept Duty Report of 0 0 0 0
Independent Directors
13 Approve Issuance of Mgmt For Against Against With 0 0 0 0
Renminbi-Denominated Bonds
in Hong Kong for an Amount
Not Exceeding RMB 7.0
Billion and Authorize the
Board to Finalize and Deal
with All Related Matters
RESEARCH NOTES:
The discretion given to directors to determine the terms of the debt instruments
proposed, and the lack of a specific purpose of the proceeds of the Bonds Issue,
warrant a vote against this item.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 7,344,211
7,344,211
TOTAL: 7,344,211 7,344,211
MTG DATE /TYPE 10/29/07 AGM RECORD DATE N/A
SHARES AVAILABLE 2,020,000 SHARES VOTED 2,020,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
BIO-TREAT TECHNOLOGY LTD G11240101
1 Adopt Financial Statements Mgmt For For For With 0 0 0 0
and Directors' and
Auditors' Reports
2 Declare First and Final Mgmt For For For With 0 0 0 0
Dividend of SGD 0.0074 Per
Share
3 Approve Directors' Fees of Mgmt For For For With 0 0 0 0
SGD 170,000 for the Year
Ended June 30, 2007 (2006:
SGD 166,000)
4 Reelect Lim Yu Neng, Paul Mgmt For For For With 0 0 0 0
as Director
5 Reelect Cheng Fong Yee as Mgmt For For For With 0 0 0 0
Director
6 Reelect Kwok Chi-Shing as Mgmt For For For With 0 0 0 0
Director
7 Reappoint Moore Stephens as Mgmt For For For With 0 0 0 0
Auditors and Authorize
Board to Fix Their
Remuneration
8 Approve Issuance of Shares Mgmt For For For With 0 0 0 0
without Preemptive Rights
9 Approve Allotment and Mgmt For For For With 0 0 0 0
Issuance of Shares Pursuant
to the Bio-Treat Technology
Limited Scrip Dividend
Scheme
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 2,020,000
2,020,000
TOTAL: 2,020,000 2,020,000
MTG DATE /TYPE 11/30/07 EGM RECORD DATE 9/5/2007
SHARES AVAILABLE 1,368,500 SHARES VOTED 1,368,500
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
BYD COMPANY LTD Y1023R104
Special Business 0 0 0 0
1 Approve Proposed Spin-Off Mgmt For For For With 0 0 0 0
of BYD Electronic Co. Ltd.
(BE) Involving the Offer of
Shares in BE to Certain
Professional, Institutional
and Other Investors for
Sale or Subscription
2 Approve Preferential Offer Mgmt For For For With 0 0 0 0
to the Shareholders of the
Company Other than Overseas
Shareholders Domestic
Shareholders and Excluded
Directors
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 1,368,500
1,368,500
TOTAL: 1,368,500 1,368,500
MTG DATE /TYPE 11/30/07 EGM RECORD DATE 9/5/2007
SHARES AVAILABLE 1,368,500 SHARES VOTED 1,368,500
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
BYD COMPANY LTD Y1023R104
Meeting for H Shareholders 0 0 0 0
1 Approve Proposed Spin-Off Mgmt For For For With 0 0 0 0
of BYD Electronic Co. Ltd.
(BE) Involving the Offer of
Shares in BE to Certain
Professional, Institutional
and Other Investors for
Sale or Subscription
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 1,368,500
1,368,500
TOTAL: 1,368,500 1,368,500
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 5,708,370 SHARES VOTED 5,708,370
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CATHAY FINANCIAL HOLDING CO., Y11654103
LTD.
1 Accept 2007 Business Report Mgmt For For For With 0 0 0 0
and Financial Statements
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
3 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
4 Approve Release of Mgmt For For For With 0 0 0 0
Restrictions of Competitive
Activities of Directors
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 5,708,370
5,708,370
TOTAL: 5,708,370 5,708,370
MTG DATE /TYPE 04/28/08 AGM RECORD DATE N/A
SHARES AVAILABLE 60,000,000 SHARES VOTED 60,000,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CDW HOLDING LTD G2022E102
1 Adopt Financial Statements Mgmt For For For With 0 0 0 0
and Directors' and
Auditors' Reports
2 Declare Final Dividend of Mgmt For For For With 0 0 0 0
$0.001 Per Share for the
Year Ended Dec. 31, 2007
3 Reelect Yoshimi Kunikazu as Mgmt For For For With 0 0 0 0
Director
4 Reelect Kiyota Akihiro as Mgmt For For For With 0 0 0 0
Director
5 Reelect Ng Wai Kee as Mgmt For For For With 0 0 0 0
Director
6 Reelect Ho Yew Mun as Mgmt For For For With 0 0 0 0
Director
7 Elect Dymo Hua Cheung, Mgmt For For For With 0 0 0 0
Philip as Director
8 Approve Directors' Fees of Mgmt For For For With 0 0 0 0
SGD 220,000 for the Year
Ending Dec. 31, 2008 (2007:
SGD 140,000)
9 Reappoint Deliotte & Touche Mgmt For For For With 0 0 0 0
as Auditors and Authorize
Board to Fix Their
Remuneration
10 Approve Issuance of Shares Mgmt For For For With 0 0 0 0
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Singapore for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue. The directors would have total discretion on the
issuance of these shares. The authority would lapse after one year or at the
next meeting of shareholders.
11 Approve Approve Issuance of Mgmt For Against Against With 0 0 0 0
Shares and Grant Options
Pursuant to the CDW Holding
Share Option Scheme
RESEARCH NOTES:
This item seeks shareholder approval to refresh the mandate limit for the grant
of options and issuance of shares pursuant to the CDW Holding Share Option
Scheme (Scheme). This mandate is limited to a maximum of 15 percent of the
company's issued capital. This limit does not include treasury shares (i.e.
previously repurchased) shares to be issued under the Scheme.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 60,000,000
60,000,000
TOTAL: 60,000,000 60,000,000
MTG DATE /TYPE 05/22/08 EGM RECORD DATE N/A
SHARES AVAILABLE 60,000,000 SHARES VOTED 60,000,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CDW HOLDING LTD G2022E102
1 Amend Rules of the CDW Mgmt For Against Against With 0 0 0 0
Holding ESOS
RESEARCH NOTES:
Under this item, management seeks to approve the amendments to the rules of the
CDW Holding Share Option Scheme (CDW Holding ESOS).
2 Authorize Share Repurchase Mgmt For For For With 0 0 0 0
Program
RESEARCH NOTES:
The board is seeking the authority to repurchase up to 10 percent of issued
capital. This authority is good for one year and may be used at the board's
discretion. Based on the company's issued capital as of April 29, 2008, this
would result in the repurchase of approximately 50.6 million shares.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 60,000,000
60,000,000
TOTAL: 60,000,000 60,000,000
MTG DATE /TYPE 11/28/07 AGM RECORD DATE 11/23/07
SHARES AVAILABLE 19,104,682 SHARES VOTED 19,104,682
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHAODA MODERN AGRICULTURE G2046Q107
(HOLDINGS) LIMITED
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Final Dividend Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
In this case, however, the company was found to have reserves available for
distribution to shareholders of approximately RMB 1.3 billion ($167 million),
yet it has failed to comply with the minimum standard of 30 percent for the past
five years. Given that no adequate justification was provided for the retention
of capital, we recommend shareholders to oppose this dividend request.
3a Reelect Ip Chi Ming as Mgmt For For For With 0 0 0 0
Director
3b Reelect Lee Yan as Director Mgmt For For For With 0 0 0 0
3c Reelect Wong Hip Ying as Mgmt For For For With 0 0 0 0
Director
3d Reelect Luen Yue Wen as Mgmt For For For With 0 0 0 0
Director
3e Autorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
4 Reappoint Grant Thornton as Mgmt For For For With 0 0 0 0
Auditors and Authorize
Board to Fix Their
Remuneration
5a Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
5b Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
In this case, the company did not provide discount restrictions on the issue
price of shares under this mandate. Given this and considering that the mandate
may be refreshed several times within a period of one year, we recommend
shareholders oppose this resolution.
5c Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
In this case, the company has not specified discount limits for the issuance of
shares without preemptive rights. As such, we recommend shareholders vote
against this resolution.
5d Approve Capitalization of Mgmt For For For With 0 0 0 0
Approximately HK$3.0
Million Standing to the
Credit of the Share Premium
Account and Apply Such
Amount in Paying Up in Full
of 29.8 Million Shares
(Bonus Shares) on the Basis
of One Bonus Share for
Every Eight Shares Held
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 19,104,682
19,104,682
TOTAL: 19,104,682 19,104,682
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 36,871,940 SHARES VOTED 36,871,940
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA DEVELOPMENT FINANCIAL Y1460P108
HOLDING CORP.
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
3 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
4 Amend Articles of Mgmt For Against Against With 0 0 0 0
Association
RESEARCH NOTES:
This lack of disclosure warrants shareholder opposition to this item .
5 Approve Release of Mgmt For For For With 0 0 0 0
Restrictions of Competitive
Activities of Directors
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 36,871,940
36,871,940
TOTAL: 36,871,940 36,871,940
MTG DATE /TYPE 04/28/08 AGM RECORD DATE N/A
SHARES AVAILABLE 6,068,000 SHARES VOTED 6,068,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA FISHERY GROUP LTD G21100121
1 Adopt Financial Statements Mgmt For For For With 0 0 0 0
and Directors' and
Auditors' Reports
RESEARCH NOTES:
We note that the company failed to provide a complete annual report including
the corporate governance report and profiles of directors, for financial year
2007 in a timely manner. Rule 707 of Singapore's Listing Rules requires that
companies issue their annual reports to shareholders and to the stock exchange
at least 14 days prior to the date of the annual general meeting. As the annual
report was unavailable at the time this report was written, we cannot include
details on important corporate governance indicators, such as board composition
and remuneration in this analysis. Given that we are currently unaware of issues
or concerns with the company's financial accounts, we recommend shareholders
vote in favor of this resolution. However, we strongly recommend that publicly
listed companies make the complete annual report available at least 28 days
prior to the meeting, preferably via the Internet in addition to traditional
channels, and we further recommend that shareholders contact the company's
investor relations department directly to request the availability of the
complete annual report in a timely manner.
2 Declare Final Dividend of Mgmt For For For With 0 0 0 0
SGD 0.0219 Per Share
3 Reelect Sung Yu Ching as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
Due to the company's failure to provide the annual report for fiscal year 2007,
we are unable to ascertain the level of independence of this nominee. Given this
and considering ISS' position against executive directors who are members of key
board committees namely the audit, remuneration and nominating committees, as
the presence of executives undermine the purpose of these committees in
providing independent oversight and preventing conflicts of interest, and the
recommendations stipulated in Singapore's Code of Corporate Governance that also
limit members of the audit and remuneration committees to non-executives only, a
vote against this resolution is recommended.
4 Reelect Ong Chit Chung as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
Due to the company's failure to provide the annual report for fiscal year 2007,
we are unable to ascertain the level of independence of this nominee. Given this
and considering ISS' position against executive directors who are members of key
board committees namely the audit, remuneration and nominating committees, as
the presence of executives undermine the purpose of these committees in
providing independent oversight and preventing conflicts of interest, and the
recommendations stipulated in Singapore's Code of Corporate Governance that also
limit members of the audit and remuneration committees to non-executives only, a
vote against this resolution is recommended.
5 Reelect Lim Soon Hock as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
Due to the company's failure to provide the annual report for fiscal year
2007, we are unable to ascertain the level of independence of this nominee.
Given this and considering ISS' position against executive directors who
are members of key board committees namely the audit, remuneration and
nominating committees, as the presence of executives undermine the purpose of
these committees in providing independent oversight and preventing conflicts of
interest, and the recommendations stipulated in Singapore's Code of
Corporate Governance that also limit members of the audit and remuneration
committees to non-executives only, a vote against this resolution is
recommended.
6 Approve Directors' Fees of Mgmt For For For With 0 0 0 0
HK$720,000 for the Year
Ending Dec. 31, 2008 (2007:
HK$720,000)
7 Reappoint Deloitte & Touche Mgmt For For For With 0 0 0 0
as Auditors and Authorize
Board to Fix Their
Remuneration
RESEARCH NOTES:
While the company has not released its annual report for fiscal year 2007, we
are currently unaware of issues concerning the auditors, their remuneration, and
the way the audit was conducted. This being the case, a vote in favor of this
resolution is recommended.
8 Approve Issuance of Shares Mgmt For For For With 0 0 0 0
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Singapore for board
authority to issue new shares representing up to 20 percent of
current outstanding share capital, other than as a rights issue.
The directors would have total discretion on the issuance of
these shares. The authority would lapse after one year or at the
next meeting of shareholders.
9 Approve Issuance of Shares Mgmt For Against Against With 0 0 0 0
and Grant of Options Under
the CFGL Share Awards
Scheme
RESEARCH NOTES:
This item seeks shareholder approval to refresh the mandate limit for the grant
of options and issuance of shares pursuant to the SFGL Share Awards Scheme
(Scheme). This mandate is limited to a maximum of 10 percent of the company's
issued capital.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 6,068,000
6,068,000
TOTAL: 6,068,000 6,068,000
MTG DATE /TYPE 04/28/08 EGM RECORD DATE N/A
SHARES AVAILABLE 6,068,000 SHARES VOTED 6,068,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA FISHERY GROUP LTD G21100121
1 Approve Mandate for Mgmt For For For With 0 0 0 0
Transactions with Related
Parties
RESEARCH NOTES:
Singapore's related-party transaction rules are fairly comprehensive, providing
shareholders with substantial protection against insider trading abuses. Under
the country's related-party transaction rules, shares considered affiliated are
excluded from voting on the related issues. Given the protections provided by
Singapore law and listing requirements, related-party transactions are routine
items in Singapore.
2 Authorize Share Repurchase Mgmt For For For With 0 0 0 0
Program
RESEARCH NOTES:
The board is seeking the authority to repurchase up to 10 percent of issued
capital. This authority is good for one year and may be used at the board's
discretion. Based on the company's issued capital as of Dec. 31, 2007, this
would result in the purchase of up to 78.2 million shares.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 6,068,000
6,068,000
TOTAL: 6,068,000 6,068,000
MTG DATE /TYPE 04/25/08 AGM RECORD DATE N/A
SHARES AVAILABLE 19,093,000 SHARES VOTED 19,093,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA HONGXING SPORTS LTD G2154D112
1 Adopt Financial Statements Mgmt For For For With 0 0 0 0
and Directors' and
Auditors' Reports
2 Approve Directors' Fees of Mgmt For For For With 0 0 0 0
SGD 180,000 for the Year
Ending Dec. 31, 2008 (2007:
SGD 180,000)
3 Declare Final Dividend of Mgmt For For For With 0 0 0 0
RMB 0.022 Per Share
4 Reappoint Foo Kon Tan Grant Mgmt For For For With 0 0 0 0
Thornton and RSM Nelson
Wheeler as Auditors and
Authorize Board to Fix
Their Remuneration
5 Approve Issuance of Shares Mgmt For For For With 0 0 0 0
without Preemptive Rights
6 Approve Issuance of Shares Mgmt For Against Against With 0 0 0 0
and Grant Options Pursuant
to the China Hongxing
Employee Share Option Scheme
RESEARCH NOTES:
We would support plans at mature companies with dilution levels up to 10 percent
if the plan includes other positive features such as challenging performance
criteria and meaningful vesting periods as these features partially offset
dilution concerns by reducing the likelihood that options will become
exercisable unless there is a clear improvement in shareholder value. Given that
China Sports could be considered a growth company, and that the limit under the
proposed plan is 15 percent of the company's issued capital, and in the absence
of challenging performance criteria and meaningful vesting periods, this
proposal does not merit shareholder approval.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 19,093,000
19,093,000
TOTAL: 19,093,000 19,093,000
MTG DATE /TYPE 05/16/08 AGM RECORD DATE N/A
SHARES AVAILABLE 11,012,750 SHARES VOTED 11,012,750
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA HUIYUAN JUICE GROUP LTD. G21123107
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
2 Approve Dividends Mgmt For For For With 0 0 0 0
3a Elect Qin Peng as Director Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
Qin Peng, non-independent non-executive director, is the chairman
of the Remuneration Committee. He is also the chairman of the
Nominating Committee. Shareholders are advised to vote against
this nominee since his presence on the remuneration committee
compromises the independence of such committee. ISS believes that
independent Remuneration Committees are essential to provide an
adequate safeguard over shareholders interests.
3b Elect Wang Bing as Director Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
Mr. Wang Bing is a independent non-executive director sitting on the Audit and
Remuneration committees.
3c Elect Zhao Yali as Director Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
Ms. Zhao Yali is an independent non-executive director.
3d Elect Sun Qiang Chang as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
Sun Quiang Chang is a non-independent non-executive director on the Audit
Committee. Shareholders are advised to vote against this nominee since his
presence on the Audit Committee compromises the independence of such committee.
ISS believes that independent audit committees are essential to provide an
adequate safeguard over shareholders interests.
3e Elect Wu Chungkuan as Mgmt For For For With 0 0 0 0
Director
RESEARCH NOTES:
Wu Chungkuan, appointed last Dec. 7, 2007, serves as the vice president of the
company.
4 Approve Mgmt For For For With 0 0 0 0
PricewaterhouseCoopers as
Auditors and Authorize
Board to Fix Their
Remuneration
5 Authorize Repurchase of up Mgmt For For For With 0 0 0 0
to 10 Percent of the Issued
Share Capital
RESEARCH NOTES:
This authority is limited to 10 percent of the outstanding share capital of the
company on the date the resolution is passed and operates under strict
regulatory guidelines of the SEHK. Based on the issued and paid up capital as of
April 4, 2008, this would result in the purchase of up to 146.88 million shares.
We believe that when timed correctly, corporate stock repurchases are a
legitimate use of corporate funds and can add to long-term shareholder returns.
6 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Hong Kong for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue (General Issuance Mandate). The directors would
have total discretion on the issuance of these shares. The authority would lapse
after one year or at the next meeting of shareholders.
6 Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This resolution seeks authorization for the board to reissue any shares
repurchased under the mandate to repurchase shares (Share Reissuance Mandate).
This authority would also be limited to the maximum 10 percent allowed to be
repurchased. This request is being made to renew the authority, as the authority
to reissue repurchased shares expired with the convening of this meeting.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 11,012,750
11,012,750
TOTAL: 11,012,750 11,012,750
MTG DATE /TYPE 05/16/08 EGM RECORD DATE N/A
SHARES AVAILABLE 11,012,750 SHARES VOTED 11,012,750
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA HUIYUAN JUICE GROUP LTD. G21123107
1 Approve 2008 Raw Materials Mgmt For For For With 0 0 0 0
Purchase and Recyclable
Containers Sales Agreement
RESEARCH NOTES:
This item seeks to approve a connected transaction between Beijing Huiyuan Juice
and Beijing Huiyuan Beverage and the company. The agreement will faciliate the
(1) purchase of raw materials and (2) sales of recyclable containers. Partners
Capital International Limited., the independent financial adviser, declared the
terms of the Supply Agreement to be fair and in the interest of the company and
its shareholders as a whole. This is a reasonable request.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 11,012,750
11,012,750
TOTAL: 11,012,750 11,012,750
MTG DATE /TYPE 10/17/07 EGM RECORD DATE 9/10/2007
SHARES AVAILABLE 3,450,000 SHARES VOTED 3,450,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA INTERNATIONAL MARINE Y1457J107
CONTAINERS (GROUP) CO. LTD.
Meeting For B Shareholders 0 0 0 0
1 Approve Implementation of Mgmt For For For With 0 0 0 0
CIMC Vehicle (Group) Co.,
Equity Trust Plan
RESEARCH NOTES:
Items 1 to 1.3 seek shareholder approval for the implementation of a
subsidiary's equity trust plan; valuation of CIMC Vehicle (Group) Co.,Ltd (The
Company)'s assets and the allotment of 20 percent of the company's shares to the
proposed trust plan through Shenzhen International Trust Company.
1.1 Approve CIMC Vehicle Mgmt For For For With 0 0 0 0
(Group) Co., Equity Trust
Plan
RESEARCH NOTES:
Refer to Item 1.
1.2 Approve Valuation of CIMC Mgmt For For For With 0 0 0 0
Vehicle (Group) Co., Net
Assets at RMB 882,805,000
RESEARCH NOTES:
Refer to Item 1.
1.3 Approve Assignment of 20% Mgmt For For For With 0 0 0 0
of CIMC Vehicle (Group)
Co's Shares For Its Equity
Trust Plan
RESEARCH NOTES:
Refer to Item 1.
2 Amend Articles of Mgmt For For For With 0 0 0 0
Association
RESEARCH NOTES:
This proposal seeks shareholder approval to amend China International Maritime
Containers (Group) Co., Ltd., (CIMC)'s Articles of Association. In the proposed
resolution, CIMC intends to change its registered capital to RMB 2.66 Billion ($
341.20 Million) Further, the company wants to put on record that it currently
has 1.23 Billion shares held by local subscribers, and 1.43 Billion shares held
by foreigners. Considering that this proposal would result in the disclosure of
the current shareholding ratio of the company, ISS recommends that shareholders
support this proposal.
3 Approve Increase of Mgmt For For For With 0 0 0 0
Independent Directors'
Salary to RMB 120,000
RESEARCH NOTES:
This proposal seeks to increase the compensation of the company's independent
directors to RMB 120,000 ($15,392). Remuneration in China is usually reasonable,
and we recommend supporting such proposal unless there is evidence of problems
in the past.
4 Approve Guidelines For the Mgmt For For For With 0 0 0 0
Management of Raised Funds
RESEARCH NOTES:
This proposal seeks shareholder approval for the establishment of guidelines
concerning CIMC's management of raised proceeds. The resolution seeks to put
into place a system that would serve as a basis for the dispensation and
accounting of such funds. Given that this resolution would help ensure
transparency in the disbursement of funds, ISS recommends that shareholders
support this proposal.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,450,000
3,450,000
TOTAL: 3,450,000 3,450,000
MTG DATE /TYPE 04/30/08 AGM RECORD DATE N/A
SHARES AVAILABLE 3,623,188 SHARES VOTED 3,623,188
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
-------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA MEDICAL SYSTEM HOLDINGS ADPV11074
LTD.
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
2(a) Elect Kong Lam as Director Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
Kong Lam is the chairman and CEO of the company.
2(b) Elect Hongbing Chen as Mgmt For For For With 0 0 0 0
Director
RESEARCH NOTES:
Hongbing Chen is the executive vice president and COO of the company.
2(c) Elect Xiaoxuan Hou as Mgmt For For For With 0 0 0 0
Director
RESEARCH NOTES:
Xiaoxuan Hou is the vice president of the company.
2(d) Elect Yanling Chen as Mgmt For For For With 0 0 0 0
Director
RESEARCH NOTES:
Yanling Chen is the CFO of the company.
2(e) Elect Ki Fat Hui as Mgmt For For For With 0 0 0 0
Director
RESEARCH NOTES:
Ki Fat Hui is an executive director of the company.
2(f) Elect Stuart Leckie as Mgmt For For For With 0 0 0 0
Director
RESEARCH NOTES:
Stuart Leckie is an independent non-executive director. He is also the chairman
of the Audit Committee and a member of the Remuneration Committee.
2(g) Elect Paul Harper as Mgmt For For For With 0 0 0 0
Director
RESEARCH NOTES:
Paul Harper is an independent non-executive director. He is also the chairman of
the Remuneration Committee and a member of the Audit Committee.
3 Approve Final Dividend Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
Items 3 and 4: The board proposes a maiden dividend of $0.07 and a special
dividend of $0.03 (Item 4), creating a total dividend of $0.10. We examine the
ratio of dividends to earnings (dividend payout ratio) and use a minimum of 30
percent and a maximum of 100 percent as benchmarks to trigger further analysis.
The company's dividend payout ratio for the year ended Dec. 31, 2007, is 50
percent. This ratio falls within our guidelines and, as such, support of these
proposals is recommended.
4 Approve Special Dividend Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
Please refer to Item 3.
5 Approve Deloitte Touche Mgmt For For For With 0 0 0 0
Tohmatsu as Auditors and
Authorize Board to Fix
Their Remuneration
6(a) Approve Issuance of Equity Mgmt For For For With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This item would allow the board to issue equity or equity-linked securities
without preemptive rights of up to 10 percent of the company's issued share
capital. The authority will expire on the company's next AGM. Since the proposal
falls within ISS's guidelines of 20 percent for share issuances without
preemptive rights, shareholders are recommended to support this resolution.
6(b) Authorize Share Repurchase Mgmt For For For With 0 0 0 0
Program
RESEARCH NOTES:
Approval of this item would authorize the board to repurchase shares on the
market up to 10 percent of outstanding share capital. The authority being
requested will expire on the company's next AGM. Some shareholders object to
share buybacks and prefer to see extra cash invested in new businesses or paid
out as dividends. When used judiciously, we believe that repurchases are a
legitimate use of corporate funds and can add to long-term shareholder returns.
7 Authorize Reissuance of Mgmt For For For With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This resolution authorizes the board to reissue any shares repurchased under the
general mandate to repurchase shares approved above, without limiting the
general mandate to issue shares sought above. This authority would also be
limited to the maximum 10 percent allowed to be repurchased. This request is
being made to renew the authority, as the current authority to reissue
repurchased shares will expire with the convening of this meeting. This is a
routine request.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,623,188
3,623,188
TOTAL: 3,623,188 3,623,188
MTG DATE /TYPE 05/30/08 AGM RECORD DATE 03/31/08
SHARES AVAILABLE 8,392,675 SHARES VOTED 8,392,675
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA METAL PRODUCTS CO LTD Y14954104
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
RESEARCH NOTES:
The board, in this item, presents all the highlights and events from the
company's operation in the previous business year. This item also requests
shareholder approval of the director and auditor reports, as well as the
financial statements for the year, as included in the annual report.
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
RESEARCH NOTES:
The board is proposing a cash dividend of NTD 0.7 ($0.02) for every share held.
This gives the company a payout ratio of 33.01 percent. We use a minimum of 30
percent and a maximum of 100 percent as benchmarks to trigger further analysis.
3 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
RESEARCH NOTES:
Taiwanese companies routinely capitalize dividends and distribute new fully paid
shares to shareholders free of charge; there is no cost to shareholders to
maintain their stakes and no risk of dilution. This procedure transfers wealth
to shareholders and does not significantly impact share value. The only impact
on shareholders is that by increasing the number of shares on issue, the company
could increase liquidity, enhance marketability, and ultimately expand its
shareholder base.
4 Authorize Capitalization of Mgmt For For For With 0 0 0 0
Reserves for Bonus Issue
RESEARCH NOTES:
Approval of this item will allow the company to capitalize approximately NTD
24.42 million ($750,922) from the company's reserves in order to effect a
bonus issue of 10 bonus shares for every 1000 shares held. ISS considers bonus
issuance as a direct medium in which shareholders are rewarded by the company.
Moreover, the proposed bonus issuance would not dilute shareholdings as the
shares are given out in direct proportion to existing shareholdings. ISS
recommends that shareholders approve this request.
5 Approve Issuance of Shares Mgmt For For For With 0 0 0 0
for a Private Placement
RESEARCH NOTES:
The proposal seeks to allow the company to issue not more than 38 million new
ordinary shares to selected investors (Private Placement). The shares will have
a par value of NTD 10 ($0.31) each. Offer price will be based on 80 to 85
percent of the average closing price of the company's shares one, three, or five
trading days prior to the pricing date, less the amount of stock and cash
dividends paid out. Shares allotted to the subscribers are subject to a lock-up
period of three years. Target subscribers must be based on Article 43-6 of the
Securities and Exchange Act of Taiwan. The board will be authorized to determine
the details of the Private Placement, which shall be issued at one time only.
Proceeds from this issuance will be used as additional working capital. The
dilution associated with the proposed Share Issuance is 17.7 percent of the
company's outstanding shares, which is within ISS guidelines on share issuances
without preemptive rights of 20 percent. Given that the proceeds are crucial for
expanding and supporting the company's operations in the long run, ISS
recommends shareholders to support this resolution.
6 Elect Directors and Mgmt For For For With 0 0 0 0
Supervisors (Bundled)
RESEARCH NOTES:
The proposal seeks to elect seven directors and two supervisors to replace the
retiring directors and supervisors for the coming term. The tenure of the newly
elected directors and supervisors will be for three years from the meeting date.
The existing directors and supervisors shall be discharged from their office on
the same date as the new directors and supervisors are elected.
7 Approve Release of Mgmt For For For With 0 0 0 0
Restrictions of Competitive
Activities of Directors
8 Other Business Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
This routine item would allow other issues of concern, not contained in the
company's official agenda, to be raised at the general meeting without giving
shareholders ample time to review their details. Consequently, this would create
an opportunity to pass resolutions not in the best interest of the shareholders.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,392,675
8,392,675
TOTAL: 8,392,675 8,392,675
MTG DATE /TYPE 12/31/07 EGM RECORD DATE 11/30/07
SHARES AVAILABLE 3,788,000 SHARES VOTED 3,788,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA OILFIELD SERVICES LTD Y15002101
1a Approve Master Agreement Mgmt For For For With 0 0 0 0
1b Approve Oilfield Services Mgmt For For For With 0 0 0 0
and Annual Caps
1c Approve Material and Mgmt For For For With 0 0 0 0
Utilities Services and
Annual Caps
1d Approve Property Services Mgmt For For For With 0 0 0 0
and Annual Caps
1e Authorize Board to Execute Mgmt For For For With 0 0 0 0
All Such Other Documents,
Instruments and Agreements
and Do All Such Things
Necessary to Give Effect to
the Master Agreement,
Oilfield Services, Material
and Utilities Services, and
Property Services
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,788,000
3,788,000
TOTAL: 3,788,000 3,788,000
MTG DATE /TYPE 06/03/08 AGM RECORD DATE 05/13/08
SHARES AVAILABLE 5,122,170 SHARES VOTED 5,122,170
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA OILFIELD SERVICES LTD Y15002101
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Profit Distribution Mgmt For For For With 0 0 0 0
and Annual Dividend
3 Accept Report of the Mgmt For For For With 0 0 0 0
Directors
4 Accept Report of the Mgmt For For For With 0 0 0 0
Supervisory Committee
5 Reappoint Ernst & Young Hua Mgmt For For For With 0 0 0 0
Ming and Ernst & Young as
Domestic and International
Auditors, Respectively, and
Authorize Board to Fix
Their Remuneration
6 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
However, the issuance request is 20 percent, which warrants a vote against this
resolution.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 5,122,170
5,122,170
TOTAL: 5,122,170 5,122,170
MTG DATE /TYPE 08/10/07 EGM RECORD DATE 10/7/2007
SHARES AVAILABLE 11,696,000 SHARES VOTED 11,696,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA PETROLEUM & CHEMICAL Y15010104
CORP. With
1 Elect Su Shulin as Director Mgmt For For For With 0 0 0 0
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 11,696,000
11,696,000
TOTAL: 11,696,000 11,696,000
MTG DATE /TYPE 11/15/07 EGM RECORD DATE 10/15/07
SHARES AVAILABLE 7,714,839 SHARES VOTED 7,714,839
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA PETROLEUM & CHEMICAL Y15010104
CORP.
Special Business 0 0 0 0
1a Approve Issuance Size of Mgmt For For For With 0 0 0 0
the Bonds with Warrants
1b Approve Issuance Price of Mgmt For For For With 0 0 0 0
the Bonds with Warrants
1c Approve Issuance Target, Mgmt For For For With 0 0 0 0
Method of Issuance and
Arrangement of Sale to
Existing Shareholders of
the Bonds with Warrants
1d Approve Term of the Bonds Mgmt For For For With 0 0 0 0
1e Approve Interest Rate of Mgmt For For For With 0 0 0 0
the Bonds with Warrants
1f Approve Term and Method of Mgmt For For For With 0 0 0 0
Repayment for Principal and
Interest of the Bonds with
Warrants
1g Approve Term of Redemption Mgmt For For For With 0 0 0 0
of the Bonds with Warrants
1h Approve Guarantee of the Mgmt For For For With 0 0 0 0
Bonds with Warrants
1i Approve Term of the Warrants Mgmt For For For With 0 0 0 0
1j Approve Conversion Period Mgmt For For For With 0 0 0 0
of the Warrants
1k Approve Proportion of Mgmt For For For With 0 0 0 0
Exercise Rights for the
Warrants
1l Approve Exercise Price of Mgmt For For For With 0 0 0 0
the Warrants
1m Approve Adjustment of the Mgmt For For For With 0 0 0 0
Exercise Price of the
Warrants
1n Approve Use of Proceeds Mgmt For For For With 0 0 0 0
from the Proposed Issuance
of Bonds with Warrants
1o Approve Validity of the Mgmt For For For With 0 0 0 0
Resolution for the Issuance
of Bonds with Warrants
1p Authorize Board to Complete Mgmt For For For With 0 0 0 0
the Specific Matters of the
Proposed Issuance of Bonds
with Warrants
Ordinary Business 0 0 0 0
2 Approve Resolution Relating Mgmt For For For With 0 0 0 0
to the Feasibility of the
Projects to be Invested
With the Proceeds from the
Proposed Issuance
3 Approve Resolution Relating Mgmt For For For With 0 0 0 0
to the Description Prepared
by the Board of Directors
on the Use of Proceeds from
the Previous Issuance
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 7,714,839
7,714,839
TOTAL: 7,714,839 7,714,839
MTG DATE /TYPE 06/25/08 AGM RECORD DATE 05/26/08
SHARES AVAILABLE 504 SHARES VOTED 504
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA RAILWAY GROUP LIMITED Y1509D116
1 Accept Report of the Board Mgmt For For For With 0 0 0 0
of Directors
2 Accept Report of the Mgmt For For For With 0 0 0 0
Supervisory Committee
3 Accept Report of the Mgmt For For For With 0 0 0 0
Independent Directors
4 Accept Consolidated Mgmt For For For With 0 0 0 0
Financial Statements and
Statutory Reports
5 Reappoint Deloitte Touche Mgmt For For For With 0 0 0 0
Tohmatsu and Deloitte
Touche Tohmatsu CPA Ltd. as
International and Domestic
Auditors, Respectively, and
Authorize Board to Fix
Their Remuneration
6 Approve Remuneration of the Mgmt For For For With 0 0 0 0
Independent Directors
7 Approve Profit Distribution Mgmt For For For With 0 0 0 0
Plan for the Year Ended
Dec. 31, 2007
RESEARCH NOTES:
This item seeks shareholder approval for the profit appropriation proposal for
the year 2007. Relevant regulations in the People's Republic of China (PRC) and
the articles of association of the company and its subsidiaries (the Group)
require 10 percent of profits to be transferred to the statutory surplus reserve
account and the transfer to this reserve must be made before the distribution of
dividends to shareholders. In connection with profit earned for the year 2007,
the board has declared that no final dividend would be paid. This is a common
request for companies incorporated in the PRC, as such, a vote in favor of this
proposal is recommended.
8 Approve Provision of Mgmt For For For With 0 0 0 0
Guarantees to Lince Railway
Co., Ltd. and China Railway
Sunnit Engineering Co.,
Ltd.
RESEARCH NOTES:
Management seeks to approve the provision by the company of guarantees to each
of Lince Railway Co. Ltd. (Lince), an associate of the company, and China
Railway Sunnit Engineering Co. Ltd. (Sunnit), a 51 percent owned subsidiary of
the company, of an amount of approximately RMB 820.7 million ($112.2 million)
and approximately RMB 620.0 million ($84.8 million), respectively (an aggregate
amount of approximately RMB 1.4 billion ($197.0 million)).
9 Approve Provision of Mgmt For Against Against With 0 0 0 0
Guarantees by Various
Subsidiaries of the Company
RESEARCH NOTES:
Under this item, management seeks to approve the provision by various
subsidiaries of the company of guarantees for certain of their respective
subsidiaries with assets-liabilities ratio exceeding 70 percent up to an amount
of approximately RMB 3.9 billion ($534.0 million) (Guarantee).
10a Amend Articles Re: Mgmt For For For With 0 0 0 0
Registered Capital of the
Company
RESEARCH NOTES:
Items 10a-10c seeks to amend the company's articles of association to reflect
the change in the company's registered capital; to appoint or replace directors
and supervisors; and recommend candidates for shareholders' representatives.
10b Amend Articles Re: Power of Mgmt For For For With 0 0 0 0
Appointment or Replacement
of Directors and
Supervisors who are not
Representatives of the
Company and the General
Manager of the Relevant
Subsidiaries of the Company
RESEARCH NOTES:
Please refer to the discussion in item 10a.
10c Amend Articles Re: Power to Mgmt For For For With 0 0 0 0
Recommend Candidates for
Shareholders'
Representatives and the
Directors and Supervisors
who are Shareholder
Representatives and the
General Manager of the
Relevant Subsidiaries of
the Company
RESEARCH NOTES:
Please refer to the discussion in item 10a.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 504
504
TOTAL: 504 504
MTG DATE /TYPE 05/30/08 AGM RECORD DATE 05/26/08
SHARES AVAILABLE 15,254,000 SHARES VOTED 15,254,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA RARE EARTH HOLDINGS G21089100
LIMITED
1 Accept Consolidated Mgmt For For For With 0 0 0 0
Financial Statements and
Directors' and Auditors'
Report
2 Approve Final Dividend Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
The board recommends the payment of a final dividend of HK$0.04 ($0.005) per
share.
3a Reelect Xu Panfeng as Mgmt For For For With 0 0 0 0
Director
3b Reelect Jiang Cainan as Mgmt For For For With 0 0 0 0
Director
3c Reelect Jin Zhong as Mgmt For For For With 0 0 0 0
Director
3d Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
4 Reappoint ShineWing (HK) Mgmt For For For With 0 0 0 0
CPA Ltd. as Auditors and
Authorize Board to Fix
Their Remuneration
5 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Hong Kong for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue (General Issuance Mandate). The directors would
have total discretion on the issuance of these shares. The authority would lapse
after one year or at the next meeting of shareholders.
6 Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
RESEARCH NOTES:
The board is seeking the authority to repurchase up to 10 percent of issued
capital. Based on the issued and paid up capital as of April 26, 2008, this
would result in the purchase of up to 142.1 million shares. This authority is
good for one year and may be used at the board's discretion.
7 Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This resolution seeks authorization for the board to reissue any shares
repurchased under the mandate to repurchase shares sought in item 6 (Share
Reissuance Mandate). This authority would also be limited to the maximum 10
percent allowed to be repurchased. This request is being made to renew the
authority, as the authority to reissue repurchased shares expired with the
convening of this meeting.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 15,254,000
15,254,000
TOTAL: 15,254,000 15,254,000
MTG DATE /TYPE 08/24/07 EGM RECORD DATE 07/26/07
SHARES AVAILABLE 3,435,000 SHARES VOTED 3,435,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA SHENHUA ENERGY CO LTD Y1504C113
Special Resolution 0 0 0 0
1a Approve Type of Securities Mgmt For For For With 0 0 0 0
to be Issued (A Share
Issue)
1b Approve Nominal Value of A Mgmt For For For With 0 0 0 0
Shares of RMB 1.00 Each
1c Approve Listing of A Shares Mgmt For For For With 0 0 0 0
on the Shanghai Stock
Exchange
1d Approve Issuance of Not Mgmt For For For With 0 0 0 0
More Than 1.8 Billion A
Shares Upon Approval by the
CSRC
1e Approve Same Entitlement to Mgmt For For For With 0 0 0 0
Rights of A Shares as H
Shares
1f Approve Plan of Mgmt For For For With 0 0 0 0
Distribution of
Distributable Profits of A
Shares
1g Approve Target Subscribers Mgmt For For For With 0 0 0 0
of A Shares
1h Approve Price Determination Mgmt For For For With 0 0 0 0
Method of A Shares
1i Approve Use of Proceeds of Mgmt For For For With 0 0 0 0
A Shares
1j Approve Effectivity of A Mgmt For For For With 0 0 0 0
Shares for a Period of 12
Months from the Date of
Passing of this Resolution
1k Authorize Board Deal with Mgmt For For For With 0 0 0 0
Matters Relating to the A
Share Issue
2 Approve Articles Re: Mgmt For For For With 0 0 0 0
Capital Structure and A
Share Offering and Listing
Ordinary Resolution 0 0 0 0
3 Approve Rules and Mgmt For For For With 0 0 0 0
Procedures of Meetings of
Shareholders
4 Approve Rules and Mgmt For For For With 0 0 0 0
Procedures of Meetings of
the Board of Directors
5 Approve Rules and Mgmt For For For With 0 0 0 0
Procedures of Meetings of
the Supervisory Committee
6 Approve Acquisition by the Mgmt For For For With 0 0 0 0
Company of 100 Percent
Equity Interest in Both
Shenhua Group Shenfu
Dongsheng Coal Company Ltd.
and Shenhua Shendong Power
Company Ltd. from Shenhua
Group Corporation Ltd.
Pursuant to the Acquisition
Agreement
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,435,000
3,435,000
TOTAL: 3,435,000 3,435,000
MTG DATE /TYPE 05/16/08 AGM RECORD DATE 04/16/08
SHARES AVAILABLE 1,541,390 SHARES VOTED 1,541,390
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA SHENHUA ENERGY CO LTD Y1504C113
1 Accept Report of the Board Mgmt For For For With 0 0 0 0
of Directors
2 Accept Report of the Board Mgmt For For For With 0 0 0 0
of Supervisors
3 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
4 Approve Profit Distribution Mgmt For For For With 0 0 0 0
Plan
5 Approve Remuneration of Mgmt For For For With 0 0 0 0
Directors and Supervisors
6 Reappoint KPMG Hauzhen and Mgmt For For For With 0 0 0 0
KPMG as the PRC and
International Auditors,
Respectively, and Authorize
a Committee Appointed by
the Board Comprising Chen
Biting and Ling Wen, Both
Directors of the Company,
to Fix Their Remuneration
7 Approve Amendments to the Mgmt For Against Against With 0 0 0 0
Connected Transaction
Decision Making Systems of
the Company
RESEARCH NOTES:
Given this concern, this resolution warrants a vote against.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 1,541,390
1,541,390
TOTAL: 1,541,390 1,541,390
MTG DATE /TYPE 04/28/08 AGM RECORD DATE 04/18/08
SHARES AVAILABLE 11,184,000 SHARES VOTED 11,184,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA SHINEWAY PHARMACEUTICAL G2110P100
GROUP LTD
1 Accept Consolidated Mgmt For For For With 0 0 0 0
Financial Statements and
Statutory Reports
2a Approve Final Dividend Mgmt For For For With 0 0 0 0
2b Approve Special Dividend Mgmt For For For With 0 0 0 0
3a Reelect Li Zhenjiang as Mgmt For For For With 0 0 0 0
Director
3b Reelect Wang Zhihua as Mgmt For For For With 0 0 0 0
Director
3c Reelect Hung Randy King Mgmt For For For With 0 0 0 0
Kuen as Director
3d Reelect Li Kung Man as Mgmt For For For With 0 0 0 0
Director
3e Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
4 Approve Deloitte Touche Mgmt For For For With 0 0 0 0
Tohmatsu as Auditors and
Authorize Board to Fix
Their Remuneration
5a Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
RESEARCH NOTES:
The board is seeking the authority to repurchase up to 10 percent of issued
capital. Based on the issued and paid up capital as of March 28, 2008, this
would result in the purchase of up to 82.70 million shares. This authority is
good for one year and may be used at the board's discretion.
5b Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Hong Kong for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue (General Issuance Mandate). The directors would
have total discretion on the issuance of these shares. The authority would lapse
after one year or at the next meeting of shareholders.
5c Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This resolution seeks authorization for the board to reissue any shares
repurchased under the mandate to repurchase shares granted by shareholders at
the annual general meeting on April 28, 2008 (Share Reissuance Mandate). This
authority would also be limited to the maximum 10 percent allowed to be
repurchased. This request is being made to renew the authority, as the authority
to reissue repurchased shares expired with the convening of this meeting.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 11,184,000
11,184,000
TOTAL: 11,184,000 11,184,000
MTG DATE /TYPE 06/19/08 AGM RECORD DATE 04/18/08
SHARES AVAILABLE 3,214,000 SHARES VOTED 3,214,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA SYNTHETIC RUBBER Y15055109
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
RESEARCH NOTES:
The board, in this item, presents all the highlights and events from the
company's operation in the previous business year. This item also requests
shareholder approval of the director and auditor reports, as well as the
financial statements for the year, as included in the annual report.
2 Approve Investment of the Mgmt For For For With 0 0 0 0
Company to Mainland China
RESEARCH NOTES:
The proposal seeks to allow the company to make an investment in The People's
Republic of China under the prescribed investment ceiling and supervision of the
Ministry of Economic Affairs of Taiwan.This is a routine request from Taiwan
companies to take advantage of the lower cost of raw materials, labor, and other
business costs in the PRC. ISS has no objections to this item.
3 Amend Articles of Mgmt For For For With 0 0 0 0
Association
RESEARCH NOTES:
The proposed amendment is meant to align the company's Articles of
Association with prevailing corporate rules and regulations. We recommend
support for this request.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,214,000
3,214,000
TOTAL: 3,214,000 3,214,000
MTG DATE /TYPE 12/07/07 EGM RECORD DATE N/A
SHARES AVAILABLE 10,622,000 SHARES VOTED 10,622,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA TRAVEL INTERNATIONAL Y1507D100
INVESTMENT HK LTD.
1 Approve Acquisition by the Mgmt For For For With 0 0 0 0
Purchasers of the Hotel
Group and the Respective
Shareholder's Loan from the
Vendors at a Consideration
of HK$1.1 Billion
RESEARCH NOTES:
2 Approve Disposal by the Mgmt For For For With 0 0 0 0
Disposal Vendors of the
Entire Issued Capital in
Each of Common Well Ltd and
China Travel Services
(Cargo) Hong Kong Ltd and
the Net Amount of
Shareholder's Loan Owed by
Common Well Ltd to the
Company to the Disposal
Purchaser
3 Authorize Board to Do All Mgmt For For For With 0 0 0 0
Acts and Things Necessary
to Carry Out or to Give
Effect to the Acquisition
and the Disposal
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 10,622,000
10,622,000
TOTAL: 10,622,000 10,622,000
MTG DATE /TYPE 05/20/08 AGM RECORD DATE 05/14/08
SHARES AVAILABLE 10,982,000 SHARES VOTED 10,982,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINA TRAVEL INTERNATIONAL Y1507D100
INVESTMENT HK LTD.
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Final Dividend Mgmt For For For With 0 0 0 0
3a Reelect Zhang Xuewu as Mgmt For For For With 0 0 0 0
Director
3b Reelect Fang Xiaorong as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
In support of the Hong Kong Code's one-third board independence benchmark, ISS'
policy is to recommend voting against one executive director where independent
directors represent less than one-third of the board. In so doing, ISS will not
recommend against the election of the CEO or a company founder who is integral
to the company.
3c Reelect Zhang Fengchun as Mgmt For For For With 0 0 0 0
Director
3d Reelect Xu Muhan as Director Mgmt For For For With 0 0 0 0
3e Reelect Sze, Robert Tsai To Mgmt For For For With 0 0 0 0
as Director
3f Reelect Chan Wing Kee as Mgmt For For For With 0 0 0 0
Director
3g Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
4 Reappoint Ernst & Young as Mgmt For For For With 0 0 0 0
Auditors and Authorize
Board to Fix Their
Remuneration
5 Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
6 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
7 Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
In this case, given that the aggregate issuance request is 30
percent (20 percent under the General Issuance Mandate discussed
in item 6, and 10 percent under the Share Reissuance Mandate),
and given that the company has not specified discount limits for
the issuance of shares without preemptive rights, this proposal
does not warrant shareholder approval.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 10,982,000
10,982,000
TOTAL: 10,982,000 10,982,000
MTG DATE /TYPE 07/09/07 EGM RECORD DATE N/A
SHARES AVAILABLE 2,610,000 SHARES VOTED 2,610,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINASOFT INTERNATIONAL LTD G2110A103 With
1 Approve Acquisition of 7.5 Mgmt For For For With 0 0 0 0
Million Shares of Hinge
Global Resources Inc.,
(HGR) from HGR Shareholders
(Selling Shareholders)
Pursuant to the Share Sale
and Purchase Agreement
(Agreement)
RESEARCH NOTES:
I Transaction Summary
2 Approve Supplemental Mgmt For For For With 0 0 0 0
Agreement Between the
Company, HGR and HGR
Shareholders
RESEARCH NOTES:
This item seeks to approve the agreement between the company , HGR, and the
Selling Shareholders other than GPC, China Tiger Investments Ltd., and Daniel
Ruan (collectively referred to as the Principal Shareholders) (Supplemental
Agreement) in connection with the proposed acquisition discussed in item 1.
3 Approve Issuance and Mgmt For For For With 0 0 0 0
Allotment of a Maximum of
306.1 Million Ordinary
Shares in the Share Capital
of the Company to the
Selling Shareholders
Pursuant to the Agreement
RESEARCH NOTES:
This item seeks approval for the issuance and allotment of up to 306.1 million
ordinary shares in the capital of the company to the Selling Shareholders to
satisfy part of the consideration payable by the company for the proposed
acquisition of HGR, as discussed in item 1. Given our support for the proposed
acquisition above, we recommend that shareholders vote in favor of this
resolution.
4 Authorize Board to Sign, Mgmt For For For With 0 0 0 0
Seal, Execute and Deliver
All Such Documents and Do
All Such Acts Necessary to
Give Effect to the
Agreement, the Supplemental
Agreement or All
Transactions Contemplated
Thereunder
RESEARCH NOTES:
This item seeks approval to authorize the board to sign, seal, execute and
deliver all such documents and do all such acts necessary to give effect to the
proposed acquisition of HGR, the Supplemental Agreement and all other related
transactions.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 2,610,000
2,610,000
TOTAL: 2,610,000 2,610,000
MTG DATE /TYPE 05/08/08 AGM RECORD DATE 2/5/2008
SHARES AVAILABLE 19,230,000 SHARES VOTED 19,230,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
CHINASOFT INTERNATIONAL LTD G2110A103
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Final Dividend Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
The board recommends the payment of a final dividend of RMB 0.005 ($0.001) per
share.
3a Reelect Su Zhenming as Mgmt For For For With 0 0 0 0
Director
3b Reelect Cui Hui as Director Mgmt For For For With 0 0 0 0
3c Reelect Liu Zheng as Mgmt For For For With 0 0 0 0
Director
3d Reelect Xu Zeshan as Mgmt For For For With 0 0 0 0
Director
4 Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
5 Reappoint Auditors and Mgmt For For For With 0 0 0 0
Authorize Board to Fix
Their Remuneration
RESEARCH NOTES:
This item seeks to reappoint Deloitte Touche Tohmatsu as the company's auditor
this year.
6 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Hong Kong for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue (General Issuance Mandate). The directors would
have total discretion on the issuance of these shares. The authority would lapse
after one year or at the next meeting of shareholders.
7 Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
RESEARCH NOTES:
The board is seeking the authority to repurchase up to 10 percent of issued
capital. Based on the issued and paid up capital as of April 8, 2008, this would
result in the purchase of up to 99.9 million shares. This authority is good for
one year and may be used at the board's discretion.
8 Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This resolution seeks authorization for the board to reissue any shares
repurchased under the mandate to repurchase shares (Share Reissuance Mandate).
This authority would also be limited to the maximum 10 percent allowed to be
repurchased. This request is being made to renew the authority, as the authority
to reissue repurchased shares expired with the convening of this meeting.
9 Approve Issuance of Shares Mgmt For For For With 0 0 0 0
and Grant Options Pursuant
to the Share Option Scheme
RESEARCH NOTES:
This item seeks shareholder approval to refresh the mandate limit for the grant
of options and issuance of shares pursuant to the share option scheme. This
mandate is limited to a maximum of 10 percent of the company's issued capital.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 19,230,000
19,230,000
TOTAL: 19,230,000 19,230,000
MTG DATE /TYPE 09/11/07 AGM RECORD DATE 8/8/2007
SHARES AVAILABLE 69,987 SHARES VOTED 69,987
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
----------------------------- --------- ------- -------- -------- -------- ----- --------- --------- ------------
CHINDEX INTERNATIONAL, INC. 169467107
1.1 Elect Director Holli Mgmt For Withhold Withhold With 0 0 0 0
Harris
RESEARCH NOTES:
We recommend withholding votes from all of the nominees. We recommend that
shareholders WITHHOLD votes from insiders Roberta Lipson, Elyse Beth Silverberg
and Lawrence Pemble, and independent outsiders A. Kenneth Nilsson, Holli Harris,
Carol R. Kaufman and Julius Y. Oestreicher for failure to implement the proposal
to submit the company's poison pill to a shareholder vote.
1.2 Elect Director Carol R. Mgmt For Withhold Withhold With 0 0 0 0
Kaufman
1.3 Elect Director Roberta Mgmt For Withhold Withhold With 0 0 0 0
Lipson
1.4 Elect Director A. Kenneth Mgmt For Withhold Withhold With 0 0 0 0
Nilsson
1.5 Elect Director Julius Y. Mgmt For Withhold Withhold With 0 0 0 0
Oestreicher
1.6 Elect Director Lawrence Mgmt For Withhold Withhold With 0 0 0 0
Pemble
1.7 Elect Director Elyse Beth Mgmt For Withhold Withhold With 0 0 0 0
Silverberg
2 Ratify Auditors Mgmt For For For With 0 0 0 0
3 Approve Omnibus Stock Mgmt For Against Against With 0 0 0 0
Plan
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
997UH01 The China Fund 69,987
69,987
TOTAL: 69,987 69,987
MTG DATE /TYPE 11/30/07 EGM RECORD DATE 10/30/07
SHARES AVAILABLE 10,146,718 SHARES VOTED 10,146,718
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
DATA SYSTEMS CONSULTING CO LTD Y2010Z109
1 Approve Merger with Din-Hwa Mgmt For For For With 0 0 0 0
Investment Ltd.
RESEARCH NOTES:
The proposal seeks to elect one supervisor for the coming term. The tenure of
the newly elected supervisor will be commence on November 30, 2007 and end on
June 14, 2010.
2 Remove Directors and Mgmt For For For With 0 0 0 0
Supervisors
3 Elect Directors and Mgmt For For For With 0 0 0 0
Supervisors
4 Approve Release of Mgmt For For For With 0 0 0 0
restrictions of Competitive
Activities of Directors
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 10,146,718
10,146,718
TOTAL: 10,146,718 10,146,718
MTG DATE /TYPE 10/31/07 EGM RECORD DATE 1/10/2007
SHARES AVAILABLE 997,100 SHARES VOTED 997,100
MEETING STATUS Submitted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
EFUN TECHNOLOGY CO LTD Y2251D106
1 Amend Procedures Governing Mgmt For For For With 0 0 0 0
the Acquisition or Disposal
of Assets
RESEARCH NOTES:
This proposal seeks shareholder approval for the revision of rules governing the
acquisition or disposal of assets. These amendments are being implemented in
order to keep up with the policy changes of the Gretai Securities Market. Given
that this proposal would pave way for the company to abide by the rules and
regulations of the regulatory body, ISS recommends that shareholders support
this proposal.
2 Elect Two Independent Mgmt For For For With 0 0 0 0
Directors
RESEARCH NOTES:
This proposal seeks shareholder approval for the election of two independent
directors to replace the directors who have resigned. The two directors will
serve the unexpired term of the resigned directors. Given that there no serious
concerns regarding the elections, ISS recommends that shareholders vote in favor
of this proposal.
3 Transact Other Business 0 0 0 0
(Non-Voting)
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 997,100
997,100
TOTAL: 997,100 997,100
MTG DATE /TYPE 04/30/08 AGM RECORD DATE 02/29/08
SHARES AVAILABLE 1,303,100 SHARES VOTED 1,303,100
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
EFUN TECHNOLOGY CO LTD Y2251D106
1 Accept 2007 Business Report Mgmt For For For With 0 0 0 0
and Financial Statements
RESEARCH NOTES:
The board, in this item, presents all the highlights and events from the
company's operation in the previous business year. This item also requests
shareholder approval of the director and auditor reports, as well as the
financial statements for the year, as included in the annual report.
2 Approve Allocation of Mgmt For Against Against With 0 0 0 0
Income and Dividends
RESEARCH NOTES:
As of the delivery of this analysis, the company has not disclosed details
related to this proposal. In this regard, we recommend that shareholders vote
against this item due to poor disclosure.
3 Amend Articles of Mgmt For Against Against With 0 0 0 0
Association
RESEARCH NOTES:
As of the delivery of this analysis, the company has not disclosed details
related to this proposal. In this regard, we recommend that shareholders vote
against this item due to poor disclosure.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 1,303,100
1,303,100
TOTAL: 1,303,100 1,303,100
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 17,630,080 SHARES VOTED 17,630,080
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
FAR EASTERN DEPARTMENT STORES Y24315106
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
RESEARCH NOTES:
The board, in this item, presents all the highlights and events from the
company's operation in the previous business year. This item also requests
shareholder approval of the director and auditor reports, as well as the
financial statements for the year, as included in the annual report.
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
RESEARCH NOTES:
The board intends to allocate an aggregate amount of NTD 1.35 billion ($41.51
million) as cash dividends.
3 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
RESEARCH NOTES:
Taiwanese companies routinely capitalize dividends and distribute new fully paid
shares to shareholders free of charge; there is no cost to shareholders to
maintain their stakes and no risk of dilution. This procedure transfers wealth
to shareholders and does not significantly impact share value. The only impact
on shareholders is that by increasing the number of shares on issue, the company
could increase liquidity, enhance marketability, and ultimately expand its
shareholder base.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 17,630,080
17,630,080
TOTAL: 17,630,080 17,630,080
MTG DATE /TYPE 01/29/08 AGM RECORD DATE 01/21/08
SHARES AVAILABLE 12,446,000 SHARES VOTED 12,446,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
FOUNTAIN SET (HOLDINGS) LTD. Y26213101
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Final Dividend Mgmt For For For With 0 0 0 0
3a Reelect Yen Gordon as Mgmt For For For With 0 0 0 0
Director
3b Reelect Wong Kwong Chi as Mgmt For For For With 0 0 0 0
Director
3c Reelect Chow Wing Kin, Mgmt For For For With 0 0 0 0
Anthony as Director
3d Fix Directors' Remuneration Mgmt For For For With 0 0 0 0
4 Reappoint Auditors and Mgmt For For For With 0 0 0 0
Authorize Board to Fix
Their Remuneration
5a Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
5b Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
In this case, the company did not provide discount restrictions on the issue
price of shares under this mandate. Given this, and considering that the mandate
may be refreshed several times within a period of one year, we recommend
shareholders oppose this resolution.
5c Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
In this case, the company has not specified discount limits for the issuance of
shares without preemptive rights. As such, we recommend shareholders vote
against this resolution.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 12,446,000
12,446,000
TOTAL: 12,446,000 12,446,000
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 12,603,000 SHARES VOTED 12,603,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
FUBON FINANCIAL HOLDING CO. Y26528102
LTD.
1 Accept 2007 Business Report Mgmt For For For With 0 0 0 0
and Financial Statements
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
3 Amend Articles of Mgmt For For For With 0 0 0 0
Association
4 Amend Rules and Procedures Mgmt For For For With 0 0 0 0
Regarding Shareholder
Meeting
5 Amend Election Rules of Mgmt For For For With 0 0 0 0
Directors and Supervisors
6 Elect Directors Mgmt For For For With 0 0 0 0
7 Approve Release of Mgmt For For For With 0 0 0 0
Restrictions of Competitive
Activities of Directors
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 12,603,000
12,603,000
TOTAL: 12,603,000 12,603,000
MTG DATE /TYPE 09/03/07 AGM RECORD DATE 08/29/07
SHARES AVAILABLE 35,040,000 SHARES VOTED 35,040,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
GOLDEN MEDITECH CO LTD G39580108
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Final Dividend Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
The board recommends the payment of a first and final dividend of HK$0.031
($0.004) per share, up from HK$0.021 ($0.003) per share the previous year. This
gives the company a payout ratio of 20.9 percent, up from 4.7 percent the year
before.
3a Reelect Zheng Ting as Mgmt For For For With 0 0 0 0
Executive Director
3b Reelect Cao Gang as Mgmt For For For With 0 0 0 0
Independent Non-Executive
Director
3c Reelect Gao Zong Ze as Mgmt For For For With 0 0 0 0
Independent Non-Executive
Director
4 Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
5 Reappoint KPMG as Auditors Mgmt For For For With 0 0 0 0
and Authorize Board to Fix
Their Remuneration
6 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This item seeks to refresh the company's mandate to issue shares, representing
up to 20 percent of current issued capital, without preemptive rights.
7 Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
RESEARCH NOTES:
This authority is limited to 10 percent of the outstanding share capital of the
company on the date the resolution is passed and operates under strict
regulatory guidelines of the SEHK. We believe that when timed correctly,
corporate stock repurchases are a legitimate use of corporate funds and can add
to long-term shareholder returns.
8 Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This mandate effectively increases the number of shares that may be issued
without preemptive rights to 30 percent of issued capital from the original
limit of 20 percent under the general mandate to issue shares sought by most
Hong Kong companies. Given that the general mandate to issue shares is subject
to abuse by companies that issue shares at discounts to the market price, such
extension of the general share issuance mandate may increase the scope of
non-preemptive placements, putting minority shareholders at a disadvantage as
repurchased shares may also be reissued at a discount to the market price. In
view of this, shareholders are recommended to oppose this item unless a minimal
discount of 5 percent or less is specified for share issuances under a general
mandate.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 35,040,000
35,040,000
TOTAL: 35,040,000 35,040,000
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 17,900,000 SHARES VOTED 17,900,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
HANNSTAR DISPLAY CORP Y3062S100
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
3 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing /
RESEARCH NOTES:
ISS recommends that shareholders vote in favor of this proposal.
4 Approve Issuance of Shares Mgmt For For For With 0 0 0 0
for a Private Placement
5 Approve Increase of Mgmt For For For With 0 0 0 0
Registered Capital and
Issuance of Ordinary Shares
to Participate in the
Issuance of Global
Depository
6 Amend Articles of Mgmt For For For With 0 0 0 0
Association
7 Approve Investment of the Mgmt For For For With 0 0 0 0
Company to Mainland China
8 Other Business Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
Because we cannot know what issues will be raised, we cannot recommend that
shareholders approve this request.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 17,900,000
17,900,000
TOTAL: 17,900,000 17,900,000
MTG DATE /TYPE 10/26/07 AGM RECORD DATE N/A
SHARES AVAILABLE 8,409,000 SHARES VOTED 8,409,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
HSU FU CHI INTERNATIONAL LTD G4640R101
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
2 Approve Dividends Mgmt For For For With 0 0 0 0
3.1 Elect Cheong Kok Yew as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
The company attested in its meeting notice that Cheong Kok Yew is a
non-independent director and currently serves as a member of the Audit,
Remuneration, and Nominating committees. ISS believes that independent Audit and
Remuneration committees are essential to provide an adequate safeguard over
shareholders' interests. Given this, we recommend shareholders vote AGAINST
Cheong Kok Yew.
3.2 Elect Hsu Keng as Director Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
Hsu Keng is an executive director. He is Chief Technology Officer of the
company.
3.3 Elect Lan Khin Khui as Mgmt For For For With 0 0 0 0
Director
RESEARCH NOTES:
Lan Khin Khui is an independent non-executive director. He is the chairman of
the Remuneration Committee, and is a member of the Nominating Committee.
4 Accept Retirement of Hsu Mgmt For For For With 0 0 0 0
Tien and Appoint Hsu Pu as
Director
RESEARCH NOTES:
This item seeks shareholder approval to note the retirement of Hsu Tien pursuant
to Article 86(1) of the company's Articles of Association. In addition, the
board is asking shareholders to approve the appointment of Hsu Pu to replace the
vacancy left by Hsu Tien's resignation. Hsu Pu is a non-independent
non-executive director of the company. He is a substantial shareholder of the
company and brother of Hsu Chen (executive chairman), Hsu Hang (COO), Hsu Keng,
and father of Hsu Tien. His appointment is not contentious. Shareholders are
advised to vote FOR this item.
5 Approve Remuneration of Mgmt For For For With 0 0 0 0
Directors
RESEARCH NOTES:
This item seeks shareholders approval for the payment of director fees amounting
to SGD 368,400 ($240,531) for the year end June 30, 2007. This item is not
contentious. Shareholders are asked to approve this item.
6 Approve Ernst & Young as Mgmt For For For With 0 0 0 0
Auditors and Authorize
Board to Fix Their
Remuneration
7 Transact Other Business 0 0 0 0
(Non-Voting)
8 Approve Issuance of Equity Mgmt For For For With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This item requests a mandate for the board to issue shares up to a maximum of 50
percent of issued share capital at the date of approval. Shares up to maximum of
20 percent of issued capital may be issued without preemptive rights. This
authority is valid for one year or until the next meeting of shareholders. This
proposal is in line with regulations governing this authority in Singapore, and
it meets our guidelines for general stock issuance authorizations. This is a
routine financing request.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,409,000
8,409,000
TOTAL: 8,409,000 8,409,000
MTG DATE /TYPE 08/10/07 AGM RECORD DATE N/A
SHARES AVAILABLE 12,790,000 SHARES VOTED 12,790,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
HUABAO INTERNATIONAL HOLDINGS G4639H106
LIMITED (FORMERLY LEAPTEK LTD
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Final Dividend Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
The board recommends the payment of a final dividend of HK$0.038 ($0.005) per
share. Including an interim dividend of HK$0.018 ($0.002), the company has a
full-year dividend of HK$0.056 ($0.007) per share. This gives the company a
payout ratio of 28.0 percent.
3a Reelect Chu Lam Yiu as Mgmt For For For With 0 0 0 0
Director and Authorize
Board to Fix His
Remuneration
3b Reelect Wang Guang Yu as Mgmt For For For With 0 0 0 0
Director and Authorize
Board to Fix His
Remuneration
3c Reelect Ma Yun Yan as Mgmt For For For With 0 0 0 0
Director and Authorize
Board to Fix His
Remuneration
4 Reappoint Mgmt For For For With 0 0 0 0
PricewaterhouseCoopers as
Auditors and Authorize
Board to Fix Their
Remuneration
5a Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This item seeks shareholder approval to refresh the company's mandate to issue
shares, representing up to 20 percent of current issued capital, without
preemptive rights.
5b Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
RESEARCH NOTES:
This authority is limited to 10 percent of the outstanding share capital of the
company on the date the resolution is passed and operates under strict
regulatory guidelines of the SEHK. We believe that when timed correctly,
corporate stock repurchases are a legitimate use of corporate funds and can add
to long-term shareholder returns.
5c Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This mandate effectively increases the number of shares that may be issued
without preemptive rights to 30 percent from the original limit of 20 percent
under the general mandate to issue shares sought by most Hong Kong companies.
Given that the general mandate to issue shares is subject to abuse by companies
that issue shares at discounts to the market price, such extension of the
general share issuance mandate may increase the scope of non-preemptive
placements, putting minority shareholders at a disadvantage as repurchased
shares may also be reissued at a discount to the market price. In view of this,
shareholders are advised to vote against this item unless a minimal discount of
5 percent or less is specified for share issuances under a general mandate.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 12,790,000
12,790,000
TOTAL: 12,790,000 12,790,000
MTG DATE /TYPE 09/06/07 EGM RECORD DATE N/A
SHARES AVAILABLE 12,790,000 SHARES VOTED 12,790,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
HUABAO INTERNATIONAL HOLDINGS G4639H106
LIMITED (FORMERLY LEAPTEK LTD) With
1 Approve Acquisition of 100 Mgmt For For For With 0 0 0 0
Percent Interest in Win New
Group Ltd. Pursuant to the
Acquisition Agreement
RESEARCH NOTES:
I. Transaction Summary
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 12,790,000
12,790,000
TOTAL: 12,790,000 12,790,000
MTG DATE /TYPE 02/19/08 EGM RECORD DATE N/A
SHARES AVAILABLE 8,778,000 SHARES VOTED 8,778,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
INTIME DEPARTMENT STORE (GROUP) G49204103
CO., LTD.
1 Approve the Shenyang Intime Mgmt For For For With 0 0 0 0
Sale and Purchase Agreement
and Connected Transaction
and Authorize the Directors
and Company Secretary to
Effect the Same
RESEARCH NOTES:
The board is seeking shareholder approval for an agreement entered into between
Shanghai Intime, an indirect wholly-owned subsidiary of the company, and China
Yintai and Yintai Yonghe. Pursuant to the agreement, Shanghai Intime would
acquire the entire equity interest in and the shareholders's loan of
Shenyang Intime from China Yintai and Yintai Yonghe. Upon completion of the
transaction, Shenyang Intime would be a wholly-owned subsidiary of the company.
The total consideration to be paid in cash would amount to RMB 263 million
($36.6 million).
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,778,000
8,778,000
TOTAL: 8,778,000 8,778,000
MTG DATE /TYPE 05/27/08 AGM RECORD DATE N/A
SHARES AVAILABLE 8,386,125 SHARES VOTED 8,386,125
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
INTIME DEPARTMENT STORE (GROUP) G49204103
CO., LTD.
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
RESEARCH NOTES:
After the AGM, the board will be composed of two executives, one non-independent
non-executive, and four independent non-executives. Intime Department Store
Company Limited is a Cayman Islands company with corporate headquarters in Hong
Kong, PRC. It is listed on the Stock Exchange of Hong Kong , and as indicated by
its required filings (Annual Report, Notice of Meeting), it is an International
company and is not required to provide the same level of disclosure as U.S.
companies or Foreign Private Issuers. For International companies, ISS closely
examines the presence and composition of the audit and compensation commitptees.
The Audit Committee is entirely composed of independent non-executives. Ching
Siu Leung is an executive on the Remuneration Committee. ISS prefers companies
key board committees include only independent non-executives. As this director
is not up for election, we will monitor his presence in the Remuneration
Committee in future meetings. The valid vote options for the election of
directors are "for" or "against."
2 Approve Dividends Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
The board is proposing a final dividend of RMB 0.064 ($0.009) per share.This
gives the company a payout ratio of 29.09 percent. We use a minimum of 30
percent and a maximum of 100 percent ratio as triggers for further analysis.
When the payout ratio falls below our minimum standard of 30 percent, we
recommend a closer analysis of the allocation proposal. In this case, we believe
that the board is using the company's cash to reinvest in the company for
growth and expansion. We typically give newly listed companies a period of five
years to bring up their payout ratios to meet our guidelines. This being the
case, a vote in favor of this item is recommended.
3A Elect Xin Xiangdong as Mgmt For For For With 0 0 0 0
(i) Director
RESEARCH NOTES:
Xin Xiangdong, non-independent non-executive, chairs the Nominating Committee.
He is a director of Intime International Holdings Limited, which has a 42.75
percent beneficial ownership in the company.
3A Elect Shi Chungui as Mgmt For For For With 0 0 0 0
(ii Director
RESEARCH NOTES:
Shi Chungui is a newly appointed director is an independent non-executive
director.
3B Approve Remuneration of Mgmt For For For With 0 0 0 0
Directors
RESEARCH NOTES:
This item seeks shareholders to approva the directors's remuneration for the
year ended 2007. Chen Dagang, Lee Lawrence and Chow Joseph were given an annual
director's fee of RMB 187,000 ($ 26,692). The level of directors's
fees in is usually not problematic among Hong Kong companies, and unless there
is evidence of problems in the past, we recommend supporting such proposals.
4 Approve Mgmt For For For With 0 0 0 0
PricewaterhouseCoopers as
Auditors and Authorize
Board to Fix Their
Remuneration
RESEARCH NOTES:
The board recommends that PricewaterhouseCoopers be approved as the company's
independent accounting firm for the coming year and that the board be authorized
to fix the remuneration of the independent auditor.
5 Authorize Share Repurchase Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
This authority is limited to 10 percent of the outstanding share capital of the
company on the date the resolution is passed and operates under strict
regulatory guidelines of the SEHK. We believe that when timed correctly,
corporate stock repurchases are a legitimate use of corporate funds and can add
to long-term shareholder returns.
6 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This item seeks shareholder approval for the company's mandate to issue shares,
representing up to 20 percent of current issued capital, without preemptive
rights (General Issuance Mandate).
7 Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This mandate effectively increases the number of shares that may be issued
without preemptive rights to 30 percent from the original limit of 20 percent
under General Issuance Mandate sought by most Hong Kong companies. Given that
the General Issuance Mandate is subject to abuse by companies that issue shares
at discounts to the market price, such extension of the general share issuance
mandate may increase the scope of non-preemptive placements, putting minority
shareholders at a disadvantage as repurchased shares may also be reissued at a
discount to the market price.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,386,125
8,386,125
TOTAL: 8,386,125 8,386,125
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 15,161,855 SHARES VOTED 15,161,855
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
LIEN HWA INDUSTRIAL Y5284N108
1 Accept 2007 Business Mgmt For For For With 0 0 0 0
Operation Results and
Financial Statements
RESEARCH NOTES:
The board, in this item, presents all the highlights and events from the
company's operation in the previous business year. This item also requests
shareholder approval of the director and auditor reports, as well as the
financial statements for the year, as included in the annual report.
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
RESEARCH NOTES:
Cash dividend of NTD 0.70 ($0.02) per share and a stock dividend of 50 shares
for every 1000 shares held has been proposed.
3 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
RESEARCH NOTES:
Taiwanese companies routinely capitalize dividends and distribute new fully paid
shares to shareholders free of charge; there is no cost to shareholders to
maintain their stakes and no risk of dilution. This procedure transfers wealth
to shareholders and does not significantly impact share value. The only impact
on shareholders is that by increasing the number of shares on issue, the company
could increase liquidity, enhance marketability, and ultimately expand its
shareholder base.
4 Amend Procedures Governing Mgmt For For For With 0 0 0 0
Derivative Financial
Instruments
RESEARCH NOTES:
The proposed amendment is meant to align the company's procedures with
prevailing corporate rules and regulations. We recommend support for this
request.
5 Amend Articles of Mgmt For For For With 0 0 0 0
Association
6 Other Business Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
This routine item would allow other issues of concern, not contained in the
company's official agenda, to be raised at the general meeting without giving
shareholders ample time to review their details. Consequently, this would create
an opportunity to pass resolutions not in the best interest of the shareholders.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 15,161,855
15,161,855
TOTAL: 15,161,855 15,161,855
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 3,584,340 SHARES VOTED 3,584,340
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
MERRY ELECTRONICS CO LTD Y6021M106
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
RESEARCH NOTES:
The board, in this item, presents all the highlights and events from the
company's operation in the previous business year. This item also requests
shareholder approval of the director and auditor reports, as well as the
financial statements for the year, as included in the annual report.
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
RESEARCH NOTES:
Cash dividend of NTD 4.28 ($0.13) per share held has been proposed.
3 Approve Revision of the Use Mgmt For For For With 0 0 0 0
of Proceeds From the
Issuance of Unsecured
Convertible Bonds of 2003
RESEARCH NOTES:
As of the delivery of this analysis, the company has not disclosed details
related to this proposal. In this regard, we recommend that shareholders vote
against this item due to poor disclosure.
4 Amend Procedures Governing Mgmt For For For With 0 0 0 0
the Acquisition or Disposal
of Assets
RESEARCH NOTES:
The proposed amendment is meant to align the company's procedures with
prevailing corporate rules and regulations. We recommend support for this
request.
5 Amend Articles of Mgmt For For For With 0 0 0 0
Association
RESEARCH NOTES:
The proposed amendment is meant to align the company's Articles of
Association with prevailing corporate rules and regulations. We recommend
support for this request.
6 Other Business Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
This routine item would allow other issues of concern, not contained in the
company's official agenda, to be raised at the general meeting without
giving shareholders ample time to review their details. Consequently, this would
create an opportunity to pass resolutions not in the best interest of the
shareholders.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,584,340
3,584,340
TOTAL: 3,584,340 3,584,340
MTG DATE /TYPE 08/03/07 AGM RECORD DATE 2/7/2007
SHARES AVAILABLE 367,000 SHARES VOTED 367,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
MINDRAY MEDICAL INTERNATIONAL LTD 602675100
Meeting for ADR Holders 0 0 0 0
1 RE-ELECTION OF MR. ANDREW Mgmt For For For With 0 0 0 0
WOLFF AS A DIRECTOR OF THE
COMPANY
2 RE-ELECTION OF MS. JOYCE Mgmt For For For With 0 0 0 0
I-YIN HSU AS A DIRECTOR OF
THE COMPANY
3 Ratify Auditors for the Mgmt For For For With 0 0 0 0
Fiscal Year 2006
4 Appoint Auditors for the Mgmt For For For With 0 0 0 0
Fiscal Year 2007
5 TO AMEND ARTICLE Mgmt For For For With 0 0 0 0
3(4)(D)(III) OF THE THIRD
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION OF
THE COMPANY BY REPLACING
THE WORD "PLEDGE" WITH
"FORECLOSURE IN CONNECTION
WITH A PLEDGE" ON THE FIRST
LINE OF THAT ARTICLE
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
997UH01 The China Fund 367,000
367,000
TOTAL: 367,000 367,000
MTG DATE /TYPE 10/08/07 EGM RECORD DATE 2/10/2007
SHARES AVAILABLE 32,780,000 SHARES VOTED 32,780,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
NATURAL BEAUTY BIO-TECHNOLOGY G64006102
LIMITED
1 Reelect Chen Shieh Shu Chen Mgmt For For For With 0 0 0 0
as Independent
Non-Executive Director
2 Amend Articles Re: Mgmt For For For With 0 0 0 0
Retirement by Rotation
RESEARCH NOTES:
The company seeks authorization to amend its articles of association in order to
be consistent with the Code on Corporate Governance Practices as set out in the
Listing Rules. The amendments provide that one-third of the directors should
retire by rotation or if their number is not three or a multiple of three, then
a number that is not less than one-third. In determining the directors to retire
every year, those who have been longest in the office since their last election
would be considered. In the case of persons who became directors on the same
day, unless otherwise agreed between themselves, those who would be considered
for retirement would be determined by lot. Such retiring director should retain
office until the close of meeting at which he retires, wherein he would also be
eligible for reelection.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 32,780,000
32,780,000
TOTAL: 32,780,000 32,780,000
MTG DATE /TYPE 06/12/08 AGM RECORD DATE N/A
SHARES AVAILABLE 32,780,000 SHARES VOTED 32,780,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
NATURAL BEAUTY BIO-TECHNOLOGY G64006102
LIMITED
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Directors' and
Auditors' Report
2 Approve Final Dividend and Mgmt For For For With 0 0 0 0
Special Dividend
RESEARCH NOTES:
This item seeks to approve a final dividend of HK$0.042 ($0.005) and a special
dividend of HK$0.058 ($0.007).
3a1 Reelect Tsai Yen Yu as Mgmt For For For With 0 0 0 0
Director
3a2 Reelect Lee Ming Ta as Mgmt For For For With 0 0 0 0
Director
3a3 Reelect Su Chien Cheng as Mgmt For For For With 0 0 0 0
Director
3b Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
4 Reappoint Auditors and Mgmt For For For With 0 0 0 0
Authorize Board to Fix
Their Remuneration
RESEARCH NOTES:
This item seeks to reappoint Deloitte Touche Tohmatsu as the company's
auditors for the year and to authorize the board to fix their remuneration.
5a Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Hong Kong for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue (General Issuance Mandate). The directors would
have total discretion on the issuance of these shares. The authority would lapse
after one year or at the next meeting of shareholders.
5b Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
RESEARCH NOTES:
The board is seeking the authority to repurchase up to 10 percent
of issued capital. Based on the issued and paid up capital as of
April 15, 2008, this would result in the purchase of up to 200.0
million shares. This authority is good for one year and may be
used at the board's discretion.
5c Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This resolution seeks authorization for the board to reissue any shares
repurchased under the mandate to repurchase shares sought in item 5b (Share
Reissuance Mandate). This authority would also be limited to the maximum 10
percent allowed to be repurchased. This request is being made to renew the
authority, as the authority to reissue repurchased shares expired with the
convening of this meeting.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 32,780,000
32,780,000
TOTAL: 32,780,000 32,780,000
MTG DATE /TYPE 05/21/08 AGM RECORD DATE N/A
SHARES AVAILABLE 2,678,500 SHARES VOTED 2,678,500
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
PORTS DESIGN LTD G71848124
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Directors' and
Auditors' Report
2 Approve Final Dividend Mgmt For For For With 0 0 0 0
3 Reappoint Auditors and Mgmt For For For With 0 0 0 0
Authorize Board to Fix
Their Remuneration
4a1 Reelect Han Kiat Edward Tan Mgmt For For For With 0 0 0 0
as Director
4a2 Reelect Kai Tai Alfred Chan Mgmt For For For With 0 0 0 0
as Director
4a3 Reelect Pierre Frank Mgmt For For For With 0 0 0 0
Bourque as Director
4a4 Reelect Julie Ann Enfield Mgmt For For For With 0 0 0 0
as Director
4a5 Reelect Rodney Ray Cone as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
Cone and Lai have attended less than 75 percent of board meetings over the most
recent two years, without a satisfactory explanation, which warrants a vote
against their reelection.
4a6 Reelect Wei Lynn Valarie Mgmt For For For With 0 0 0 0
Fong as Director
4a7 Reelect Lara Magno Lai as Mgmt For Against Against With 0 0 0 0
Director
4b Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
5a Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
5b Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
5c Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
In this case, the aggregate issuance request is 30 percent (20 percent under the
General Issuance Mandate, and 10 percent under the Share Reissuance Mandate),
and the company has not specified discount limits for the issuance of shares
without preemptive rights, this resolution warrants shareholder opposition.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 2,678,500
2,678,500
TOTAL: 2,678,500 2,678,500
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 3,581,100 SHARES VOTED 3,581,100
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
POWERTECH TECHNOLOGY INC Y7083Y103
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
3 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
4 Amend Articles of Mgmt For For For With 0 0 0 0
Association
5 Amend Election Rules of Mgmt For Against Against With 0 0 0 0
Directors and Supervisors
RESEARCH NOTES:
As of the delivery of this analysis, the company has not disclosed details
related to this proposal. In this regard, we recommend that shareholders vote
against this item due to poor disclosure.
Elect Directors 0 0 0 0
6.1 Elect D.K Tsai with Mgmt For Against Against With 0 0 0 0
Shareholder ID No. 641 as
Director
6.2 Elect David Sun, a Mgmt For Against Against With 0 0 0 0
Representative of KTC-TU
Corporation, with
Shareholder ID No. 33709 as
Director
RESEARCH NOTES:
Refer to Item 6.1.
6.3 Elect J.Y.Hung, a Mgmt For Against Against With 0 0 0 0
Representative of KTC-TU
Corporation with
Shareholder ID No. 33709 as
Director
RESEARCH NOTES:
Refer to Item 6.1.
6.4 Elect Brian Shieh, a Mgmt For Against Against With 0 0 0 0
Representative of Shi Ren
Investment Stock Ltd. with
Shareholder ID No. 2329 as
Director
RESEARCH NOTES:
Refer to Item 6.1.
6.5 Elect Eisuke Itoh, a Mgmt For Against Against With 0 0 0 0
Representative of Toshiba
Memory Semiconductor Taiwan
Corp. with Shareholder ID
No. 2509 as Director
RESEARCH NOTES:
Refer to Item 6.1.
6.6 Elect Yasushi Takahashi, a Mgmt For Against Against With 0 0 0 0
Representative of KTC-TU
Corporation with
Shareholder ID No. 33709 as
Director
RESEARCH NOTES:
Refer to Item 6.1.
6.7 Elect Bing Yeh, a Mgmt For Against Against With 0 0 0 0
Representative of Silicon
Storage Technology Inc.,
with Shareholder ID
No.19522 as Director
RESEARCH NOTES:
Refer to Item 6.1.
6.8 Elect Quincy Lin with ID Mgmt For For For With 0 0 0 0
No. D100511842 as Director
6.9 Elect Wan-Lai Cheng with Mgmt For For For With 0 0 0 0
Shareholder ID No. 195 as
Director
Elect Supervisors 0 0 0 0
6.10Elect Mike Chan, a Mgmt For For For With 0 0 0 0
Representative of KTC-SUN
Corporation with
Shareholder ID No. 33710 as
Supervisor
6.11Elect Tim Yeh, a Mgmt For For For With 0 0 0 0
Representative of KTC-SUN
Corporation with
Shareholder ID No. 33710 as
Supervisor
6.12Elect Jason Liang, a Mgmt For For For With 0 0 0 0
Representative of KTC-SUN
Corporation with
Shareholder ID No. 33710 as
Supervisor
7 Approve Release of Mgmt For For For With 0 0 0 0
Restrictions of Competitive
Activities of Directors
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,581,100
3,581,100
TOTAL: 3,581,100 3,581,100
MTG DATE /TYPE 06/06/08 AGM RECORD DATE 7/4/2008
SHARES AVAILABLE 9,477,000 SHARES VOTED 9,477,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
RUENTEX DEVELOPMENT CO LTD Y73659107
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
RESEARCH NOTES:
The board, in this item, presents all the highlights and events from the
company's operation in the previous business year. This item also requests
shareholder approval of the director and auditor reports, as well as the
financial statements for the year, as included in the annual report.
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
RESEARCH NOTES:
The board is proposing a cash dividend of NTD 1.3 ($0.04) for every share held.
This gives the company a payout ratio of 83.3 percent. We use a minimum of 30
percent and a maximum of 100 percent as benchmarks to trigger further analysis.
3 Amend Procedures Governing Mgmt For Against Against With 0 0 0 0
the Acquisition or Disposal
of Assets
RESEARCH NOTES:
As of the delivery of this analysis, the company has not disclosed details
related to this proposal. In this regard, we recommend that shareholders vote
against this item due to poor disclosure.
4 Elect Directors and Mgmt For For For With 0 0 0 0
Supervisors (Bundled)
RESEARCH NOTES:
The proposal seeks to elect five directors and two supervisors to replace the
retiring directors and supervisors for the coming term. The tenure of the newly
elected directors and supervisors will be for three years from the meeting date.
The existing directors and supervisors shall be discharged from their office on
the same date as the new directors and supervisors are elected.
5 Approve Release of Mgmt For For For With 0 0 0 0
Restrictions of Competitive
Activities of Directors
RESEARCH NOTES:
This request will allow the directors of the company to serve on the boards of
other companies. This is an item that is routinely proposed at meetings where
elections are held. We recommend that shareholders support this request.
6 Transact Other Business 0 0 0 0
(Non-Voting)
RESEARCH NOTES:
This is a non-voting item.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 9,477,000
9,477,000
TOTAL: 9,477,000 9,477,000
MTG DATE /TYPE 03/04/08 EGM RECORD DATE 1/2/2008
SHARES AVAILABLE 4,524,000 SHARES VOTED 4,524,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
SHANDONG WEIGAO GROUP MEDICAL Y76810103
POLYMER CO LTD
1 Approve Acquisition by the Mgmt For For For With 0 0 0 0
Company of the 22 Percent
and 25 Percent Equity
Interests in Shandong
Weigao Orthopedic Device
Co., Ltd. from Weihai
Fumaite Trading Company and
Howell (Hong Kong) Co.,
Ltd., Respectively
RESEARCH NOTES:
I Transaction Summary
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 4,524,000
4,524,000
TOTAL: 4,524,000 4,524,000
MTG DATE /TYPE 06/02/08 AGM RECORD DATE 2/5/2008
SHARES AVAILABLE 8,180,000 SHARES VOTED 8,180,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
SHANDONG WEIGAO GROUP MEDICAL Y76810103
POLYMER CO LTD
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Report of the Board Mgmt For For For With 0 0 0 0
of Directors
3 Approve Report of the Mgmt For For For With 0 0 0 0
Supervisory Committee
4 Approve Profit Distribution Mgmt For For For With 0 0 0 0
Plan, Final Distribution
Plan and Distribution of
the Final Dividend
RESEARCH NOTES:
Under this item, management seeks to approve the profit distribution plan, final
distribution plan and final dividend distribution of the company for the year
ended Dec. 31, 2007.
5 Reappoint Deloitte Touche Mgmt For For For With 0 0 0 0
Tohmatsu as Auditors and
Authorize Board to Fix
Their Remuneration
6 Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
and Supervisors
7 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Hong Kong for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue (General Issuance Mandate). The directors would
have total discretion on the issuance of these shares. The authority would lapse
after one year or at the next meeting of shareholders.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,180,000
8,180,000
TOTAL: 8,180,000 8,180,000
MTG DATE /TYPE 06/02/08 EGM RECORD DATE 2/5/2008
SHARES AVAILABLE 8,180,000 SHARES VOTED 8,180,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
SHANDONG WEIGAO GROUP MEDICAL Y76810103
POLYMER CO LTD
Special Business 0 0 0 0
1 Amend Articles of Mgmt For For For With 0 0 0 0
Association
RESEARCH NOTES:
This item seeks to amend the company's articles of association.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,180,000
8,180,000
TOTAL: 8,180,000 8,180,000
MTG DATE /TYPE 06/02/08 EGM RECORD DATE 2/5/2008
SHARES AVAILABLE 8,180,000 SHARES VOTED 8,180,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
SHANDONG WEIGAO GROUP MEDICAL Y76810103
POLYMER CO LTD
Special Business 0 0 0 0
1 Approve Allotment and Mgmt For For For With 0 0 0 0
Issuance of Subscription
Shares Following the
Specific Mandate to Allot
and Issue Not More Than
80.7 Million H Shares to
Medtronic Switzerland
RESEARCH NOTES:
Under items 1 and 2, management seeks to approve the subscription and sale
purchase agreement (SPA) between the company, Weigao Hldg. Co., Ltd. (WHL), Chen
Lin, Zhang Hua Wei, Miao Yan Guo, Wang Yi, Zhou Shu Hua, Wang Zhi Fan, Wu Chuan
Ming and Jiang Qiang (collectively, the Shareholders), Medtronic Inc.(Medtronic)
and Medtronic Hldg. Switzerland GmbH (MHS), a wholly-owned subsidiary of
Medtronic, in relation to the allotment and issuance by the company of 80.7
million overseas listed shares of RMB 0.1 ($0.01) each (H Shares) in the capital
of the company (Subscription Shares) and the sale by WHL of 80.7 million
ordinary shares of RMB 0.1 ($0.01) each (A Shares) in the share capital of the
company (Sales Shares) to Medtronic Switzerland, representing an aggregate of 15
percent of the company's enlarged issued share capital; and the grant of board
authorization to deal with matters in relation to the SPA.
2 Approve and Authorize the Mgmt For For For With 0 0 0 0
Board to Deal with Matters
in Relation to the Proposed
Subscription Share Issue
RESEARCH NOTES:
Refer to the discussion in item 1.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,180,000
8,180,000
TOTAL: 8,180,000 8,180,000
MTG DATE /TYPE 06/02/08 EGM RECORD DATE 2/5/2008
SHARES AVAILABLE 8,180,000 SHARES VOTED 8,180,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
SHANDONG WEIGAO GROUP MEDICAL Y76810103
POLYMER CO LTD
Special Business 0 0 0 0
1 Approve Allotment and Mgmt For For For With 0 0 0 0
Issuance of Not More Than
80.7 Million H Shares
(Subscription Shares) to
Medtronic Switzerland
RESEARCH NOTES:
Under items 1, 2 and 3, management seeks to approve the subscription and sale
purchase agreement (SPA) between the company, Weigao Hldg. Co., Ltd. (WHL), Chen
Lin, Zhang Hua Wei, Miao Yan Guo, Wang Yi, Zhou Shu Hua, Wang Zhi Fan, Wu Chuan
Ming and Jiang Qiang (collectively, the Shareholders), Medtronic Inc.(Medtronic)
and Medtronic Hldg. Switzerland GmbH (MHS), a wholly-owned subsidiary of
Medtronic, in relation to the allotment and issuance by the company of 80.7
million overseas listed shares of RMB 0.1 ($0.01) each (H Shares) in the capital
of the company (Subscription Shares) and the sale by WHL of 80.7 million
ordinary shares of RMB 0.1 ($0.01) each (A Shares) in the share capital of the
company (Sales Shares) to Medtronic Switzerland, representing an aggregate of 15
percent of the company's enlarged issued share capital; and the grant of
board authorization to deal with matters in relation to the SPA.
2 Authorize Board to Deal Mgmt For For For With 0 0 0 0
with Matters Relating to
the Issuance of
Subscription Shares
RESEARCH NOTES:
Refer to the discussion in special item 1.
3 Approve Subscription and Mgmt For For For With 0 0 0 0
Sale and Purchase Agreement
(SPA) Among the Company,
Weigao Holding, the
Management Shareholders,
Medtronic and Medtronic
Switzerland in Relation to
the Subscription of
Subscription Shares by
Medtronic Switzerland
RESEARCH NOTES:
Refer to the discussion in special item 1.
4 Approve Distribution JV Mgmt For For For With 0 0 0 0
Agreement with Medtronic
International in Relation
to the Formation of the
Distribution JV, Including
the Grant of Call Option,
the Terms of the
Distribution JV Agreement
and Related Transactions
RESEARCH NOTES:
Under items 4 and 5, management seeks to approve the join venture agreement
between the company and Medtronic International Ltd. (MIL), a wholly owned
subsidiary of Medtronic (JV Agreement), in relation to the formation of a new
joint venture (JV Co.); and the grant of board authorization to deal in matters
in relation to the SPA and the establishment of the JV Co.
5 Authorize Board to Deal Mgmt For For For With 0 0 0 0
with Matters Relating to
the SPA and the
Distribution JV Agreement
and Related Transactions
RESEARCH NOTES:
Refer to the discussion in special item 4.
Ordinary Business 0 0 0 0
1 Approve Ancillary JV Mgmt For For For With 0 0 0 0
Transaction Documents
2 Approve Weigao Exclusive Mgmt For For For With 0 0 0 0
Distribution and Trademark
License Agreement and
Related Annual Caps
RESEARCH NOTES:
Refer to the discussion in ordinary item 1.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,180,000
8,180,000
TOTAL: 8,180,000 8,180,000
MTG DATE /TYPE 09/14/07 EGM RECORD DATE 11/9/2007
SHARES AVAILABLE 3,530,706 SHARES VOTED 3,530,706
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
SHANGHAI LUJIAZUI FINANCE & Y7686Q119
TRADE ZONE DEVELOPMENT CO. LTD.
Meeting for B Shareholders 0 0 0 0
1 Amend Rules and Regulations Mgmt For For For With 0 0 0 0
on the Election of
Supervisors
RESEARCH NOTES:
This item seeks for the amendment of the company rules and regulations on the
election of supervisory committee members to comply with the latest changes in
the regulations of the China Securities and Regulatory Commission and the
listing rules of the Shanghai Stock Exchange. These revisions require companies
to provide more detailed information regarding existing clauses and conform with
the latest rules specified by the regulatory authorities. Considering that the
proposal will enable the company to comply with prevailing corporate laws and
result in better transparency in the selection of supervisors. ISS recommends a
vote in favor of this resolution.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,530,706
3,530,706
TOTAL: 3,530,706 3,530,706
MTG DATE /TYPE 05/16/08 AGM RECORD DATE 9/5/2008
SHARES AVAILABLE 4,047,805 SHARES VOTED 4,047,805
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
SHANGHAI LUJIAZUI FINANCE & Y7686Q119
TRADE ZONE DEVELOPMENT CO. LTD.
Meeting For B Shareholders 0 0 0 0
1 Accept Directors' Report Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
Items 1 to 3 and 5 seek shareholder approval for the director and supervisor
reports, as well as the 2008 financial budget report, as included in the annual
report.
2 Accept Supervisors' Report Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
Refer to Item 1.
3 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
RESEARCH NOTES:
Refer to Item 1.
4 Approve Allocation of Mgmt For Against Against With 0 0 0 0
Income and Dividends
RESEARCH NOTES:
As of the delivery of this analysis, the company has not disclosed details
related to this item. In this regard, we recommend that shareholders vote
against this item due to poor disclosure.
5 Accept 2008 Financial Mgmt For For For With 0 0 0 0
Budget Report
RESEARCH NOTES:
Refer to Item 1.
6 Approve Auditors and Mgmt For For For With 0 0 0 0
Authorize Board to Fix
Their Remuneration
RESEARCH NOTES:
This item seeks approval for the appointment of a China-based
accounting firm as company auditors for 2008. The accounting firm
has no English name. Given the absence of serious concerns
regarding the accounting practices of the firm, we recommend that
shareholders vote in favor of this proposal.
7 Elect Non-Independent Mgmt For For For With 0 0 0 0
Directors
RESEARCH NOTES:
Items 7, 8 and 9 seek to elect to five non-independent directors, four
independent directors and three supervisors to replace the retiring directors
and supervisors for the coming term. The tenure of the newly elected directors
and supervisors will be for three years from the meeting date. The existing
directors and supervisors shall be discharged from their office on the same date
as the new directors and supervisors are elected.
8 Elect Independent Directors Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
Refer to Item 7.
9 Elect Supervisors Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
Refer to Item 7.
10 Approve Allowances of Mgmt For For For With 0 0 0 0
Independent Directors
RESEARCH NOTES:
This item proposes to give independent directors yearly allowances amounting RMB
60,000 ($8,203) per person. Remuneration and allowances in China are usually
reasonable. We recommend that shareholders vote in favor of this proposal,
unless there is evidence of problems in the past.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 4,047,805
4,047,805
TOTAL: 4,047,805 4,047,805
MTG DATE /TYPE 05/23/08 AGM RECORD DATE 05/20/08
SHARES AVAILABLE 4,141,555 SHARES VOTED 4,141,555
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
SHANGRI-LA ASIA LTD. G8063F106
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Final Dividend Mgmt For For For With 0 0 0 0
3a Reelect Kuok Khoon Ean as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
In this case, Kuok Khoon Ean warrants a vote against his reelection, due to a
preponderance of executive directors on the board. This recommendation has been
made due to the composition of the Shang board and not because of any view as to
Kuok Khoon Ean's abilities as a director. Hamilton also warrants a vote
against his reelection, as he is non-independent and a former partner of the
company's auditors and sits on the Audit Committee.
3b Reelect Kuok Khoon Loong, Mgmt For For For With 0 0 0 0
Edward as Director
3c Reelect Alexander Reid Mgmt For Against Against With 0 0 0 0
Hamilton as Director
3d Reelect Michael Wing-Nin Mgmt For For For With 0 0 0 0
Chiu as Director
4 Approve Remuneration of Mgmt For For For With 0 0 0 0
Directors
5 Reappoint Mgmt For For For With 0 0 0 0
PricewaterhouseCoopers as
Auditors and Authorize
Board to Fix Their
Remuneration
6a Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
In this case, the aggregate issuance request is 30 percent (20 percent under the
General Issuance Mandate, and 10 percent under the Share Reissuance Mandate
discussed in item 6c), and the company has not specified discount limits for the
issuance of shares without preemptive rights, this resolution warrants
shareholder opposition.
6b Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
6c Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
In this case, the aggregate issuance request is 30 percent (20 percent under the
General Issuance Mandate, and 10 percent under the Share Reissuance Mandate),
and the company has not specified discount limits for the issuance of shares
without preemptive rights, this resolution warrants shareholder opposition.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 4,141,555
4,141,555
TOTAL: 4,141,555 4,141,555
MTG DATE /TYPE 05/23/08 AGM RECORD DATE 05/20/08
SHARES AVAILABLE 7,821,000 SHARES VOTED 7,821,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
SPG LAND HOLDINGS LIMITED G8350R102
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2a Reelect Wang Xuling as Mgmt For For For With 0 0 0 0
Executive Director
2b Reelect Tam Lai Ling as Mgmt For For For With 0 0 0 0
Executive Director
2c Reelect Lai Kin, Jerome as Mgmt For For For With 0 0 0 0
Executive Director
2d Reelect Jiang Simon X. as Mgmt For For For With 0 0 0 0
Independent Non-Executive
Director
2e Reelect Kwan Kai Cheong as Mgmt For For For With 0 0 0 0
Independent Non-Executive
Director
3 Approve Payment of Mgmt For For For With 0 0 0 0
Remuneration to Each of
Independent Non-Executive
Directors
4 Approve Final Dividend Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
The board recommends the payment of a final dividend of RMB 0.144 ($0.02) per
share.
5 Reappoint KPMG as Auditors Mgmt For For For With 0 0 0 0
and Authorize Board to Fix
Their Remuneration
6a Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Hong Kong for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue (General Issuance Mandate). The directors would
have total discretion on the issuance of these shares. The authority would lapse
after one year or at the next meeting of shareholders.
6b Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
RESEARCH NOTES:
The board is seeking the authority to repurchase up to 10 percent of issued
capital. Based on the issued and paid up capital as of April 23, 2008, this
would result in the purchase of up to 103.8 million shares. This authority is
good for one year and may be used at the board's discretion.
6c Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This resolution seeks authorization for the board to reissue any shares
repurchased under the mandate to repurchase shares (Share Reissuance Mandate).
This authority would also be limited to the maximum 10 percent allowed to be
repurchased. This request is being made to renew the authority, as the authority
to reissue repurchased shares expired with the convening of this meeting.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 7,821,000
7,821,000
TOTAL: 7,821,000 7,821,000
MTG DATE /TYPE 06/11/08 AGM RECORD DATE 11/4/2008
SHARES AVAILABLE 4,738,050 SHARES VOTED 4,738,050
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
SYNNEX TECHNOLOGY INTERNATIONAL Y8344J109
CORP.
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
3 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
4 Approve Increase of Mgmt For For For With 0 0 0 0
Registered Capital and
Issuance of Ordinary Shares
to Participate in the
Issuance of Global
Depository Receipt
5 Amend Procedures Governing Mgmt For Against For Against 0 0 0 0
the Acquisition or Disposal
of Assets
RESEARCH NOTES:
This lack of disclosure warrants a vote against this item.
6 Amend Articles of Mgmt For Against For Against 0 0 0 0
Association
RESEARCH NOTES:
This lack of disclosure warrants a vote against this item.
7 Transact Other Business 0 0 0 0
(Non-Voting)
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 4,738,050
4,738,050
TOTAL: 4,738,050 4,738,050
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 3,557,652 SHARES VOTED 3,557,652
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
TAIWAN FAMILY MART CO. LTD. Y24098108
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
RESEARCH NOTES:
The board, in this item, presents all the highlights and events from the
company's operation in the previous business year. This item also requests
shareholder approval of the director and auditor reports, as well as the
financial statements for the year, as included in the annual report.
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends of
TW$2.30 per Share
3 Amend Articles of Mgmt For For For With 0 0 0 0
Association
RESEARCH NOTES:
The proposed amendment is meant to align the company's procedures with
prevailing corporate rules and regulations. We recommend support for this
request.
4 Amend Operating Procedures Mgmt For For For With 0 0 0 0
for Derivative Commodities
RESEARCH NOTES:
The proposed amendment is meant to align the company's procedures with
prevailing corporate rules and regulations. We recommend support for this
request.
5 Other Business Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
This routine item would allow other issues of concern, not contained in the
company's official agenda, to be raised at the general meeting without
giving shareholders ample time to review their details. Consequently, this would
create an opportunity to pass resolutions not in the best interest of the
shareholders.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,557,652
3,557,652
TOTAL: 3,557,652 3,557,652
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 4,738,000 SHARES VOTED 4,738,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
TAIWAN SECOM CO. LTD. Y8461H100
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
RESEARCH NOTES:
The board, in this item, presents all the highlights and events from the
company's operation in the previous business year. This item also requests
shareholder approval of the director and auditor reports, as well as the
financial statements for the year, as included in the annual report.
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
RESEARCH NOTES:
Cash dividend of NTD 3.5 ($0.11) has been proposed.
3 Amend Articles of Mgmt For For For With 0 0 0 0
Association
RESEARCH NOTES:
The proposed amendment is meant to align the company's Articles of
Association with prevailing corporate rules and regulations. We recommend
support for this request.
4 Amend Procedures Governing Mgmt For For For With 0 0 0 0
the Acquisition or Disposal
of Assets
RESEARCH NOTES:
The proposed amendment is meant to align the company's procedures with
prevailing corporate rules and regulations. We recommend support for this
request.
5 Elect Directors and Mgmt For For For With 0 0 0 0
Supervisors (Bundled)
RESEARCH NOTES:
The proposals seek to elect thirteen directors and two supervisors to replace
the retiring directors and supervisors for the coming term. The tenure of the
newly elected directors and supervisors will be for three years from the meeting
date. The existing directors and supervisors shall be discharged from their
office on the same date as the new directors and supervisors are elected
6 Transact Other Business 0 0 0 0
(Non-Voting)
RESEARCH NOTES:
This is a non-voting item.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 4,738,000
4,738,000
TOTAL: 4,738,000 4,738,000
MTG DATE /TYPE 09/06/07 EGM RECORD DATE N/A
SHARES AVAILABLE 8,440,000 SHARES VOTED 8,440,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
TIANJIN DEVELOPMENT HOLDINGS Y8822M103
LTD With
1 Approve the 40 Percent Mgmt For For For With 0 0 0 0
Golden Horse Agreement, the
60 Percent Golden Horse
Agreement, the Coastal
Rapid Agreement, the
Dynamic Infrastructure
Agreement, and the Pearl
Harbour Agreement
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,440,000
8,440,000
TOTAL: 8,440,000 8,440,000
MTG DATE /TYPE 10/15/07 EGM RECORD DATE N/A
SHARES AVAILABLE 8,440,000 SHARES VOTED 8,440,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
TIANJIN DEVELOPMENT HOLDINGS Y8822M103
LTD
1 Approve Equity Interest Mgmt For For For With 0 0 0 0
Transfer Agreeement
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,440,000
8,440,000
TOTAL: 8,440,000 8,440,000
MTG DATE /TYPE 01/16/08 EGM RECORD DATE N/A
SHARES AVAILABLE 8,440,000 SHARES VOTED 8,440,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
TIANJIN DEVELOPMENT HOLDINGS Y8822M103
LTD
1 Approve Acquisition by Mgmt For For For With 0 0 0 0
Championwin Ltd. of the
Entire Issued Share Capital
and Shareholder's Loan of
Tsinlien Realty Ltd. from
Tsinlien Group Co. Ltd. for
a Total Consideration of
HK$825.0 Million and
Related Transactions
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,440,000
8,440,000
TOTAL: 8,440,000 8,440,000
MTG DATE /TYPE 05/30/08 EGM RECORD DATE N/A
SHARES AVAILABLE 8,440,000 SHARES VOTED 8,440,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
TIANJIN DEVELOPMENT HOLDINGS Y8822M103
LTD
1 Approve New Labour Services Mgmt For For For With 0 0 0 0
Framework Agreement and
Revised Annual Caps
RESEARCH NOTES:
This item seeks to approve the continuing connected transactions between Tianjin
Port Development Holdings Ltd. (TPD) and its subsidiaries (TPD Group) and
Tianjin Port Labour Services Co. Ltd. (TPL) in relation to the provision to TPD
Group of labor services by TPL, a company owned as to 33 percent by the TPD
Group (New Labour Services Framework Agreement). The company, in turn, is the
indirect shareholder of TPD.
2 Approve Shenggang Labour Mgmt For For For With 0 0 0 0
Services Framework
Agreement and Related
Annual Caps
RESEARCH NOTES:
This item seeks to approve the provision to TPD Group of labor services by
Tianjin Shenggang Container Technology Development & Services Co. Ltd.
(Tianjin Shenggang), a company owned as to 33 percent by the TPD Group
(Shenggang Labour Services Framework Agreement).
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,440,000
8,440,000
TOTAL: 8,440,000 8,440,000
MTG DATE /TYPE 05/30/08 AGM RECORD DATE 05/27/08
SHARES AVAILABLE 8,440,000 SHARES VOTED 8,440,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
TIANJIN DEVELOPMENT HOLDINGS Y8822M103
LTD
1 Accept Consolidated Mgmt For For For With 0 0 0 0
Financial Statements and
Statutory Reports
2 Approve Final Dividend Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
The board recommends the payment of a final dividend of HK$0.056 ($0.007) per
share. Along with the interim dividend, the company has a full year dividend of
HK$0.11 ($0.01), up from HK$0.092 ($0.01) the previous year. This gives the
company a payout ratio of 16.3 percent, up from 15.9 percent the previous year.
3a Reelect Wu Xuemin as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
This item seeks to reelect Wu Xuemin (Wu) as an executive director of the
company. After the annual general meeting, the board would have 15 members, with
11 executive directors, two non-executive director, and two independent
non-executive directors according to ISS' classification of directors.
3b Reelect Wang Jiandong as Mgmt For For For With 0 0 0 0
Director
3c Reelect Bai Zhisheng as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
Item 3c seeks to reelect Bai Zhisheng (Bai) as an executive director of the
company. We note however, that Bai attended three out of five, or 60 percent of
meetings in 2006 and only four out of six, or 66.7 percent of meetings, in 2007
without satisfactory explanation.
3d Reelect Zhang Wenli as Mgmt For For For With 0 0 0 0
Director
3e Reelect Sun Zengyin as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
Item 3e seeks to reelect Sun Zengyin (Sun) as an executive director of the
company. We note however, that Sun attended only two out of five, or 40 percent
of meetings in 2006 and only two out of six, or 33.3 percent of meetings, in
2007 without satisfactory explanation.
3f Reelect Cheung Wing Yui as Mgmt For For For With 0 0 0 0
Director
3g Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
4 Reappoint Independent Mgmt For For For With 0 0 0 0
Auditor and Authorize Board
to Fix Their Remuneration
RESEARCH NOTES:
This item seeks to reappoint PricewaterhouseCoopers as the company's
auditors for the year.
5a Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
RESEARCH NOTES:
The board is seeking the authority to repurchase up to 10 percent of issued
capital. Based on the issued and paid up capital as of April 24, 2008, this
would result in the purchase of up to 106.7 million shares. This authority is
good for one year and may be used at the board's discretion.
5b Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Hong Kong for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue (General Issuance Mandate). The directors would
have total discretion on the issuance of these shares. The authority would lapse
after one year or at the next meeting of shareholders.
5c Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This resolution seeks authorization for the board to reissue any shares
repurchased under the mandate to repurchase shares sought in item 5b (Share
Reissuance Mandate). This authority would also be limited to the maximum 10
percent allowed to be repurchased. This request is being made to renew the
authority, as the authority to reissue repurchased shares expired with the
convening of this meeting.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,440,000
8,440,000
TOTAL: 8,440,000 8,440,000
MTG DATE /TYPE 05/22/08 AGM RECORD DATE 2/5/2008
SHARES AVAILABLE 12,728,000 SHARES VOTED 12,728,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
TPV TECHNOLOGY LIMITED (FRMLY G8984D107
TPV HOLDINGS LTD)
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Final Dividend Mgmt For For For With 0 0 0 0
3a Reelect Hsuan, Jason as Mgmt For For For With 0 0 0 0
Director
3b Reelect Chan Boon-Teong as Mgmt For For For With 0 0 0 0
Director
3c Reelect Ku Chia-Tai as Mgmt For For For With 0 0 0 0
Director
3d Reelect Lu Being-Chang as Mgmt For For For With 0 0 0 0
Director
3e Reelect Lu Ming as Director Mgmt For For For With 0 0 0 0
3f Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
4 Reappoint Mgmt For For For With 0 0 0 0
PricewaterhouseCoopers as
Auditors and Authorize
Board to Fix Their
Remuneration
5 Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
6 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
7 Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
In this case, the aggregate issuance request is 30 percent (20 percent under the
General Issuance Mandate, and 10 percent under the Share Reissuance Mandate),
and the company has not specified discount limits for the issuance of shares
without preemptive rights, this resolution warrants shareholder opposition.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 12,728,000
12,728,000
TOTAL: 12,728,000 12,728,000
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 3,163,083 SHARES VOTED 3,163,083
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
TRIPOD TECHNOLOGY CORP Y8974X105
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
3 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
4 Amend Endorsement and Mgmt For For For With 0 0 0 0
Guarantee Operating
Guidelines
5 Amend Articles of Mgmt For For For With 0 0 0 0
Association
6 Amend Election Rules of Mgmt For For For With 0 0 0 0
Directors and Supervisors
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,163,083
3,163,083
TOTAL: 3,163,083 3,163,083
MTG DATE /TYPE 06/27/08 AGM RECORD DATE 04/28/08
SHARES AVAILABLE 14,137,220 SHARES VOTED 14,137,220
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
UNI-PRESIDENT ENTERPRISES CORP. Y91475106
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
3 Approve Investment of the Mgmt For For For With 0 0 0 0
Company to Mainland China
4 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
5 Approve Increase of Mgmt For For For With 0 0 0 0
Registered Capital and
Issuance of Ordinary Shares
to Participate in the
Issuance of Global
Depository Receipt
6 Approve Issuance of Shares Mgmt For For For With 0 0 0 0
for a Private Placement
7 Amend Articles of Mgmt For For For With 0 0 0 0
Association
8 Transact Other Business 0 0 0 0
(Non-Voting)
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 14,137,220
14,137,220
TOTAL: 14,137,220 14,137,220
MTG DATE /TYPE 06/18/08 AGM RECORD DATE 04/18/08
SHARES AVAILABLE 3,998,856 SHARES VOTED 3,998,856
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
WAH LEE INDUSTRIAL CORP Y9435R109
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
RESEARCH NOTES:
The board, in this item, presents all the highlights and events from the
company's operation in the previous business year. This item also requests
shareholder approval of the director and auditor reports, as well as the
financial statements for the year, as included in the annual report.
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
RESEARCH NOTES:
Cash dividend of NTD 3.5 ($0.11) per share and a stock dividend of 50 shares for
every 1000 shares held has been proposed.
3 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
RESEARCH NOTES:
Taiwanese companies routinely capitalize dividends and distribute new fully paid
shares to shareholders free of charge; there is no cost to shareholders to
maintain their stakes and no risk of dilution. This procedure transfers wealth
to shareholders and does not significantly impact share value. The only impact
on shareholders is that by increasing the number of shares on issue, the company
could increase liquidity, enhance marketability, and ultimately expand its
shareholder base.
4 Amend Articles of Mgmt For For For With 0 0 0 0
Association
RESEARCH NOTES:
The proposed amendment is meant to align the company's Articles of Association
with prevailing corporate rules and regulations. We recommend support for this
request.
5 Amend Procedures Governing Mgmt For For For With 0 0 0 0
the Acquisition or Disposal
of Assets
RESEARCH NOTES:
The proposed amendment is meant to align the company's procedures with
prevailing corporate rules and regulations. We recommend support for this
request.
6 Amend Endorsement and Mgmt For For For With 0 0 0 0
Guarantee Operating
Guidelines
RESEARCH NOTES:
The proposed amendment is meant to align the company's procedures with
prevailing corporate rules and regulations. We recommend support for this
request.
7 Amend Operating Procedures Mgmt For For For With 0 0 0 0
for Loan of Funds to Other
Parties
RESEARCH NOTES:
The proposed amendment is meant to align the company's procedures with
prevailing corporate rules and regulations. We recommend support for this
request.
8 Amend Election Rules of Mgmt For For For With 0 0 0 0
Directors and Supervisors
RESEARCH NOTES:
The proposed amendment is meant to align the company's procedures with
prevailing corporate rules and regulations. We recommend support for this
request.
9 Elect Directors and Mgmt For For For With 0 0 0 0
Supervisors (Bundled)
RESEARCH NOTES:
The proposal seeks to elect seven directors and three supervisors to replace the
retiring directors and supervisors for the coming term. The tenure of the newly
elected directors and supervisors will be for three years from the meeting date.
The existing directors and supervisors shall be discharged from their office on
the same date as the new directors and supervisors are elected.
10 Approve Release of Mgmt For For For With 0 0 0 0
Restrictions of Competitive
Activities of Directors
RESEARCH NOTES:
This request will allow the directors of the company to serve on the boards of
other companies. We recommend that shareholders support this request.
11 Transact Other Business 0 0 0 0
(Non-Voting)
RESEARCH NOTES:
This is non-voting item.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,998,856
3,998,856
TOTAL: 3,998,856 3,998,856
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 3,148,000 SHARES VOTED 3,148,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
WINTEK CORPORATION Y9664Q103
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
(Voting)
2 Approve 2007 Profit Mgmt For For For With 0 0 0 0
Distribution Plan
3 Approve Increase of Mgmt For Against Against With 0 0 0 0
Registered Capital and
Issuance of Ordinary Shares
to Participate in the
Issuance of Global
Depository Receipt
RESEARCH NOTES:
The dilution associated with the transaction is beyond the recommended threshold
for share issuances without preemptive rights added to the absence of safeguards
for excessive discounts to the prevailing share price, which warrants a vote
against the resolution.
4 Approve Issuance of Shares Mgmt For For For With 0 0 0 0
for a Private Placement
5 Amend Articles of Mgmt For For For With 0 0 0 0
Association
6 Amend Operating Procedures Mgmt For For For With 0 0 0 0
for Loan of Funds to Other
Parties, Endorsement and
Guarantee
7 Approve Release of Mgmt For For For With 0 0 0 0
Restrictions of Competitive
Activities of Directors
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,148,000
3,148,000
TOTAL: 3,148,000 3,148,000
MTG DATE /TYPE 12/28/07 EGM RECORD DATE 11/27/07
SHARES AVAILABLE 7,779,000 SHARES VOTED 7,779,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
WUMART STORES INC Y97176112
Ordinary Business 0 0 0 0
1 Approve Connected Mgmt For For For With 0 0 0 0
Transaction with a Related
Party and Annual Caps
Special Business 0 0 0 0
1 Approve Issuance of Mgmt For For For With 0 0 0 0
Corporate Bonds with a
Total Principal of Not
Exceeding RMB 1.0 Billion
2 Approve Consolidation of Mgmt For For For With 0 0 0 0
Every Four Shares into One
Share; Capitalization of
Three H Shares for Every
One Consolidation H Share
and Three Capitalization
Domestic Shares for Every
One Capitalization H Share;
and Increase in Authorized
Share Capital
3 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
In this case, the company did not provide discount restrictions
on the issue price of shares under this mandate. Given this and
considering that the mandate may be refreshed several times
within a period of one year, we recommend shareholders oppose
this resolution.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 7,779,000
7,779,000
TOTAL: 7,779,000 7,779,000
MTG DATE /TYPE 12/28/07 EGM RECORD DATE 11/27/07
SHARES AVAILABLE 7,779,000 SHARES VOTED 7,779,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
WUMART STORES INC Y97176112
Meeting for Holders of H 0 0 0 0
Shares
Special Business 0 0 0 0
1 Approve Consolidation of Mgmt For For For With 0 0 0 0
Every Four Existing Shares
of RMB 0.25 Each into One
Consolidation Share of RMB
1.0 Each and the Issue of a
Total of 915.3 Million
Capitalization Shares of
RMB 1.0 Each
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 7,779,000
7,779,000
TOTAL: 7,779,000 7,779,000
MTG DATE /TYPE 04/08/08 EGM RECORD DATE 7/3/2008
SHARES AVAILABLE 15,126,000 SHARES VOTED 15,126,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
WUMART STORES INC Y97176112
1 Approve Equity Transfer Mgmt For Against Against With 0 0 0 0
Agreement Relating to the
Acquisition of the Entire
Equity Interest in Hangzhou
Tiantian Wumart Commerce
Co. Ltd. from Wumei Hldgs.
Inc.
RESEARCH NOTES:
Based on this analysis in valuation, rationale, and corporate governance,
neither scenario would appear to be favorable to independent shareholders, as it
would result in a significant transfer of wealth from the company to its
unlisted parent, which warrants a vote against this transaction.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 15,126,000
15,126,000
TOTAL: 15,126,000 15,126,000
MTG DATE /TYPE 06/26/08 AGM RECORD DATE 05/23/08
SHARES AVAILABLE 15,126,000 SHARES VOTED 15,126,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
WUMART STORES INC. Y97176112
Ordinary Business 0 0 0 0
1 Accept Consolidated Mgmt For For For With 0 0 0 0
Financial Statements and
Statutory Reports
2 Approve Profit Distribution Mgmt For For For With 0 0 0 0
Proposal
3 Accept Report of the Board Mgmt For For For With 0 0 0 0
of Directors
4 Accept Report of the Mgmt For For For With 0 0 0 0
Supervisory Committee
5 Reappoint Deloitte Touche Mgmt For For For With 0 0 0 0
Tohmatsu CPA Ltd. and
Deloitte Touche Tohmatsu as
Domestic and International
Auditors, Respectively, and
Authorize Board to Fix
Their Remuneration
6 Approve Interim and/or Mgmt For For For With 0 0 0 0
Special Dividend
7a Reelect Wu Jian-zhong as Mgmt For For For With 0 0 0 0
Executive Director
7b Reelect Meng Jin-xian as Mgmt For For For With 0 0 0 0
Executive Director
7c Reelect Xu Ying as Mgmt For For For With 0 0 0 0
Executive Director
7d Reelect Wang Jian-ping as Mgmt For For For With 0 0 0 0
Non-Executive Director
7e Reelect Han Ying as Mgmt For For For With 0 0 0 0
Independent Non-Executive
Director
7f Reelct Li Lu-an as Mgmt For For For With 0 0 0 0
Independent Non-Executive
Director
7g Reelect Lv Jiang as Mgmt For For For With 0 0 0 0
Independent Non-Executive
Director
8 Approve Remuneration of Mgmt For For For With 0 0 0 0
Directors
9a Reelect Fan Kui-jie as Mgmt For For For With 0 0 0 0
Independent Supervisor
9b Reelect Xu Ning-chun as Mgmt For For For With 0 0 0 0
Independent Supervisor
10 Approve Remuneration of Mgmt For For For With 0 0 0 0
Supervisors
Special Business 0 0 0 0
1 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
2 Amend Articles of Mgmt For For For With 0 0 0 0
Association
3 Approve Main Board Transfer ShrHoldr For For For With 0 0 0 0
Listing
4 Amend Articles Re: Main ShrHoldr For For For With 0 0 0 0
Board Transfer Listing
5 Other Business (Voting) Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
While such requests are usually routine, the potential for the discussion and
subsequent approval of items that could be dangerous to minority shareholders is
a possibility. Until more detailed information is made available concerning
these items, the possible risks warrant a vote opposing such requests.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 15,126,000
15,126,000
TOTAL: 15,126,000 15,126,000
MTG DATE /TYPE 03/07/08 EGM RECORD DATE N/A
SHARES AVAILABLE 6,541,400 SHARES VOTED 6,541,400
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
XINAO GAS HOLDINGS G9826J104
1 Approve Transaction with a Mgmt For For For With 0 0 0 0
Related Party and Related
Annual Caps
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 6,541,400
6,541,400
TOTAL: 6,541,400 6,541,400
MTG DATE /TYPE 05/27/08 AGM RECORD DATE 05/20/08
SHARES AVAILABLE 4,929,656 SHARES VOTED 4,929,656
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
XINAO GAS HOLDINGS G9826J104
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Directors' and
Auditors' Reports
2 Approve Final Dividend Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
The lack of justification for the retention of capital warrants a vote against
this proposal.
3a Reelect Jin Yongsheng as Mgmt For For For With 0 0 0 0
Director
3b Reelect Yien Yu Yu, Mgmt For For For With 0 0 0 0
Catherine as Director
3c Reelect Kong Chung Kau as Mgmt For For For With 0 0 0 0
Director
3d Reelect Cheung Yip Sang as Mgmt For For For With 0 0 0 0
Director
3e Reelect Chen Jiacheng as Mgmt For Against Against With 0 0 0 0
Director
3f Authorize Board to Fix the Mgmt For For For With 0 0 0 0
Remuneration of Directors
4 Reappoint Auditors and Mgmt For For For With 0 0 0 0
Authorize Board to Fix
Their Remuneration
5a Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
5b Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
5c Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
In this case, the aggregate issuance request is 30 percent (20
percent under the General Issuance Mandate, and 10 percent under
the Share Reissuance Mandate), and the company has not specified
discount limits for the issuance of shares without preemptive
rights, this resolution warrants shareholder opposition.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 4,929,656
4,929,656
TOTAL: 4,929,656 4,929,656
MTG DATE /TYPE 04/25/08 EGM RECORD DATE N/A
SHARES AVAILABLE 9,358,531 SHARES VOTED 9,358,531
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
YANGZIJIANG SHIPBUILDING Y9728A102
HOLDINGS LTD
1 Authorize Share Repurchase Mgmt For For For With 0 0 0 0
Program
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 9,358,531
9,358,531
TOTAL: 9,358,531 9,358,531
MTG DATE /TYPE 04/25/08 AGM RECORD DATE N/A
SHARES AVAILABLE 9,358,531 SHARES VOTED 9,358,531
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
YANGZIJIANG SHIPBUILDING Y9728A102
HOLDINGS LTD
1 Adopt Financial Statements Mgmt For For For With 0 0 0 0
and Directors' and
Auditors' Reports
2 Declare First and Final Mgmt For For For With 0 0 0 0
Dividend of SGD 0.01565 Per
Share
3 Approve Directors' Fees of Mgmt For For For With 0 0 0 0
SGD 70,000 for the Year
Ended Dec. 31, 2007
4a Reelect Wang Dong as Mgmt For Against Against With 0 0 0 0
Director
RESEARCH NOTES:
Due to the company's failure to provide the annual report for fiscal year 2007
prior to the finalization of this analysis, we are unable to ascertain the level
of independence of these nominees. As a result, these proposals do not warrant
shareholder support.
4b Reelect Teo Moh Gin as Mgmt For Against Against With 0 0 0 0
Director
5 Reappoint Mgmt For For For With 0 0 0 0
PricewaterhouseCoopers as
Auditors and Authorize
Board to Fix Their
Remuneration
6 Approve Issuance of Shares Mgmt For For For With 0 0 0 0
without Preemptive Rights
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 9,358,531
9,358,531
TOTAL: 9,358,531 9,358,531
MTG DATE /TYPE 06/26/08 AGM RECORD DATE 04/25/08
SHARES AVAILABLE 11,379,600 SHARES VOTED 11,379,600
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
YIEH UNITED STEEL CORP Y9840G102
1 Accept 2006 Financial Mgmt For For For With 0 0 0 0
Statements and Statutory
Reports
RESEARCH NOTES:
The board, in items 1 and 2, presents the highlights and events from the
company's operation for the years 2006 and 2007, respectively. The items also
request shareholder approval of the director and auditor reports, as well as the
financial statements for the years as included in the annual report.
2 Accept 2007 Financial Mgmt For For For With 0 0 0 0
Statements and Statutory
Reports
RESEARCH NOTES:
Refer to Item 1.
3 Amend Articles of Mgmt For For For With 0 0 0 0
Association
RESEARCH NOTES:
The proposed amendment is meant to align the company's Articles of Association
with prevailing corporate rules and regulations. We recommend support for this
request.
4 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
RESEARCH NOTES:
Cash dividend of NTD 1.00 ($0.03) per share held has been proposed.
5 Approve Capitalization of Mgmt For For For With 0 0 0 0
2007 Dividends and Employee
Profit Sharing
RESEARCH NOTES:
Taiwanese companies routinely capitalize dividends and distribute new fully paid
shares to shareholders free of charge; there is no cost to shareholders to
maintain their stakes and no risk of dilution. This procedure transfers wealth
to shareholders and does not significantly impact share value. The only impact
on shareholders is that by increasing the number of shares on issue, the company
could increase liquidity, enhance marketability, and ultimately expand its
shareholder base.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 11,379,600
11,379,600
TOTAL: 11,379,600 11,379,600
MTG DATE /TYPE 06/03/08 EGM RECORD DATE N/A
SHARES AVAILABLE 16,424,000 SHARES VOTED 16,424,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
YORKEY OPTICAL INTERNATIONAL G98457107
CAYMAN LTD
1 Approve Annual Caps for the Mgmt For For For With 0 0 0 0
Connected Transaction with
a Related Party
RESEARCH NOTES:
This item seeks to approve the extension of the agreement between Yorkey Optical
Technology Ltd. (Yorkey Optical) and Ability Enterprise Co. Ltd. (Ability
Enterprise), an indirect substantial shareholder of the company, in relation to
the sale of digital camera parts made with plastic and/or metal materials,
molding, coating and printing related products (Products) by Yorkey Optical to
Ability Enterprise and its subsidiaries (Ability Group), up to Dec. 31, 2010
(Renewed YOT Agreement), together with the adoption of annual caps for the two
years ending Dec. 31, 2009 and 2010 respectively.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 16,424,000
16,424,000
TOTAL: 16,424,000 16,424,000
MTG DATE /TYPE 06/03/08 AGM RECORD DATE N/A
SHARES AVAILABLE 16,424,000 SHARES VOTED 16,424,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
YORKEY OPTICAL INTERNATIONAL G98457107
CAYMAN LTD
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Approve Final Dividend Mgmt For For For With 0 0 0 0
RESEARCH NOTES:
The board is proposing a final dividend of HK$0.175 ($0.02) per share.
3a Reelect Cheng Wen-Tao as a Mgmt For For For With 0 0 0 0
Director and Authorize
Board to Fix His
Remuneration
3b Reelect Liao Kuo-Ming as a Mgmt For For For With 0 0 0 0
Director and Authorize
Board to Fix His
Remuneration
3c Reelect Lai I-Jen as a Mgmt For For For With 0 0 0 0
Director and Authorize
Board to Fix His
Remuneration
3d Reelect Wu Shu-Ping as a Mgmt For For For With 0 0 0 0
Director and Authorize
Board to Fix Her
Remuneration
3e Reelect Chiang Hsiang-Tsai Mgmt For For For With 0 0 0 0
as a Director and Authorize
Board to Fix His
Remuneration
3f Reelect Chou Chih-Ming as a Mgmt For For For With 0 0 0 0
Director and Authorize
Board to Fix His
Remuneration
3g Reelect Lai Chung-Hsiung as Mgmt For For For With 0 0 0 0
a Director and Authorize
Board to Fix His
Remuneration
4 Reappoint Deloitte Touche Mgmt For For For With 0 0 0 0
Tohmatsu as Auditors and
Authorize Board to Fix
Their Remuneration
5 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Hong Kong for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue (General Issuance Mandate). The directors would
have total discretion on the issuance of these shares. The authority would lapse
after one year or at the next meeting of shareholders.
6 Authorize Repurchase of Up Mgmt For For For With 0 0 0 0
to 10 Percent of Issued
Share Capital
RESEARCH NOTES:
The board is seeking the authority to repurchase up to 10 percent of issued
capital. Based on the issued and paid up capital as of April 24, 2008, this
would result in the purchase of up to 82.8 million shares. This authority is
good for one year and may be used at the board's discretion.
7 Authorize Reissuance of Mgmt For Against Against With 0 0 0 0
Repurchased Shares
RESEARCH NOTES:
This resolution seeks authorization for the board to reissue any shares
repurchased under the mandate to repurchase shares (Share Reissuance Mandate).
This authority would also be limited to the maximum 10 percent allowed to be
repurchased. This request is being made to renew the authority, as the authority
to reissue repurchased shares expired with the convening of this meeting.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 16,424,000
16,424,000
TOTAL: 16,424,000 16,424,000
MTG DATE /TYPE 06/13/08 AGM RECORD DATE 04/14/08
SHARES AVAILABLE 26,413,545 SHARES VOTED 26,413,545
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
YUANTA FINANCIAL HOLDING Y2652W109
CO. LTD
1 Accept 2007 Business Report Mgmt For For For With 0 0 0 0
and Financial Statements
2 Approve Allocation of Mgmt For For For With 0 0 0 0
Income and Dividends
3 Approve Distribution of Mgmt For For For With 0 0 0 0
Dividends From Capital
Reserves
4 Amend Rules and Procedures Mgmt For For For With 0 0 0 0
Regarding Shareholder
Meetings, Election Rules of
Directors and Supervisors
and Procedures Governing
the Acquisition or Disposal
of Assets
5 Approve Abolishment of the Mgmt For For For With 0 0 0 0
Operating Procedures for
Loan of Funds to Other
Parties
6 Other Business Mgmt For Against Against With 0 0 0 0
RESEARCH NOTES:
Because we cannot know what issues will be raised, we cannot recommend that
shareholders approve this request.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 26,413,545
26,413,545
TOTAL: 26,413,545 26,413,545
MTG DATE /TYPE 10/30/07 EGM RECORD DATE 5/10/2007
SHARES AVAILABLE 10,304,000 SHARES VOTED 10,304,000
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
ZHEJIANG EXPRESSWAY CO., LTD. Y9891F102
1 Approve Interim Dividend of Mgmt For For For With 0 0 0 0
RMB 0.07 Per Share
2 Reappoint Deloitte Touche Mgmt For For For With 0 0 0 0
Tohmatsu as Hong Kong
Auditor and Authorize Board
to Fix Their Remuneration
3 Reappoint Zhejiang Pan Mgmt For For For With 0 0 0 0
China Certfied Public
Accountants as PRC Auditor
and Authorize Board to Fix
Their Remuneration
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 10,304,000
10,304,000
TOTAL: 10,304,000 10,304,000
MTG DATE /TYPE 03/26/08 EGM RECORD DATE 02/25/08
SHARES AVAILABLE 3,509,508 SHARES VOTED 3,509,508
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
ZIJIN MINING GROUP CO LTD Y9892H107
(FORMERLY FUJIAN ZIJIN MINING
INDU
Special Business 0 0 0 0
1 Approve Extension of the Mgmt For For For With 0 0 0 0
Effective Period for the
Proposed A Share Issue for
a Period of 12 Months
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,509,508
3,509,508
TOTAL: 3,509,508 3,509,508
MTG DATE /TYPE 03/26/08 EGM RECORD DATE 02/25/08
SHARES AVAILABLE 3,509,508 SHARES VOTED 3,509,508
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
ZIJIN MINING GROUP CO LTD Y9892H107
(FORMERLY FUJIAN ZIJIN MINING
INDU
Class Meeting for H 0 0 0 0
Shareholders
Special Business 0 0 0 0
1 Approve Extension of the Mgmt For For For With 0 0 0 0
Effective Period for the
Proposed A Share Issue for
a Period of 12 Months
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 3,509,508
3,509,508
TOTAL: 3,509,508 3,509,508
MTG DATE /TYPE 06/20/08 AGM RECORD DATE 05/21/08
SHARES AVAILABLE 8,774,561 SHARES VOTED 8,774,561
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
ZIJIN MINING GROUP CO LTD Y9892H107
(FORMERLY FUJIAN ZIJIN MINING
INDU
1 Accept Report of the Board Mgmt For For For With 0 0 0 0
of Directors
2 Accept Report of the Mgmt For For For With 0 0 0 0
Supervisory Committee
3 Accept Consolidated Mgmt For For For With 0 0 0 0
Financial Statements and
Statutory Reports of the
International and Domestic
Auditors
4a Approve Non-Distribution of Mgmt For For For With 0 0 0 0
Profit for the Year 2007
4b Approve Dividend of RMB 0.9 ShrHoldr Against Against Against With 0 0 0 0
per Ten Shares
RESEARCH NOTES:
Given that the company has provided a detailed usage plan for the proceeds of
the aforementioned plan, this proposal warrants shareholder opposition.
5 Approve Remuneration of Mgmt For For For With 0 0 0 0
Directors, Supervisors, and
Senior Management
6 Reappoint Ernst & Young and Mgmt For For For With 0 0 0 0
Ernst & Young Hua Ming as
International and Domestic
Auditors, Respectively, and
Authorize Board to Fix
Their Remuneration
7a Approve Resignation of Ke Mgmt For For For With 0 0 0 0
Xiping as Non-Executive
Director
7b Authorize One of the Mgmt For For For With 0 0 0 0
Executive Directors to Sign
Relevant Documents
Regarding the Termination
of Service with Ke Xiping
8a Elect Peng Jiaqing as Mgmt For For For With 0 0 0 0
Non-Executive Director
8b Authorize One of the Mgmt For For For With 0 0 0 0
Executive Directors to Sign
the Service Agreement
and/or Relevant Documents
with Peng Jiaqing
9 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
However, the issuance request is 20 percent, which warrants a vote against this
resolution.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 8,774,561
8,774,561
TOTAL: 8,774,561 8,774,561
MTG DATE /TYPE 05/27/08 AGM RECORD DATE 04/25/08
SHARES AVAILABLE 518,739 SHARES VOTED 518,739
MEETING STATUS Voted VOTE RESULT
WITH/ VOTE RESULTS INFORMATION
COMPANY SECURITY/ MGMT ISS VOTE AGAINST --------------------------------------------
/BALLOT ISSUES PROPONENT REC REC CAST ISS FOR # AGAINST # ABSTAIN # NON-BROKER #
------------------------------- --------- ------- ------- ------- -------- ----- --------- --------- ------------
ZTE CORPORATION (FORMERLY Y0004F105
SHENZHEN ZHONGXING TELECOM CO
LTD)
1 Accept Financial Statements Mgmt For For For With 0 0 0 0
and Statutory Reports
2 Accept Report of the Board Mgmt For For For With 0 0 0 0
of Directors
3 Accept Report of the Mgmt For For For With 0 0 0 0
Supervisory Committee
4 Accept Report of the Mgmt For For For With 0 0 0 0
President
5 Accept Final Financial Mgmt For For For With 0 0 0 0
Accounts
6 Approve Framework Purchase Mgmt For Against Against With 0 0 0 0
Agreements for 2008 and
Related Annual Caps
RESEARCH NOTES:
Under this item, management seeks to approve the Framework Purchase Agreements
for 2008 and relevant annual caps. We note that the company has failed to
provide an accompanying circular for this resolution as at the time of writing
of this report.
7a Reappoint Ernst & Young Hua Mgmt For For For With 0 0 0 0
Ming as PRC Auditors and
Authorize Board to Fix
Their Remuneration
7b Reappoint Ernst & Young as Mgmt For For For With 0 0 0 0
Hong Kong Auditors and
Authorize Board to Fix
Their Remuneration
8 Approve the Addition of Mgmt For For For With 0 0 0 0
Training and Property
Leasing to the Business
Scope of the Company
RESEARCH NOTES:
This item seeks to approve the addition of training and property leasing to the
business scope of the company. According to the board, the addition of these
components to the business scope of the company is in line with its business
development. Given that the company may lawfully modify and adjust its scope of
business and mode of operation in response to changes in the domestic and
international markets and its business development and capabilities as
stipulated in Article 14(2) of the company's articles of association, a vote in
favor of this resolution is recommended.
9 Approve Profit Distribution Mgmt For For For With 0 0 0 0
and Capitalization from
Capital Reserve for the
Year 2007
RESEARCH NOTES:
This item seeks shareholder approval for the profit distribution plan of the
company and capitalization from capital reserve for the financial year ended
Dec. 31, 2007. Relevant accounting regulations in the People's Republic of China
(PRC) and the company's articles of association requires that 10 percent of the
profit after tax be allocated to the statutory surplus reserve (SSR). SSR could
reach as much as 50 percent of the company's share capital. It could be used to
make up prior year's losses or for capitalization issues by way of paid-up
capital, provided it does not fall below 25 percent of the share capital. It
could only be used for the purposes in which it is created and cannot be
distributed as cash dividend.
10 Approve Issuance of Equity Mgmt For Against Against With 0 0 0 0
or Equity-Linked Securities
without Preemptive Rights
RESEARCH NOTES:
This resolution is a standard request in Hong Kong for board authority to issue
new shares representing up to 20 percent of current outstanding share capital,
other than as a rights issue (General Issuance Mandate). The directors would
have total discretion on the issuance of these shares. The authority would lapse
after one year or at the next meeting of shareholders.
11a Amend Articles of Mgmt For For For With 0 0 0 0
Association Re: Scope of
Business of the Company
RESEARCH NOTES:
Under this grouped item, management seeks to approve amendments to the company's
articles of association in relation to the scope of business of the company and
the number of issued shares and registered capital of the company.
11b Amend Articles of Mgmt For For For With 0 0 0 0
Association Re: Number of
Issued Shares and
Registered Capital of the
Company
RESEARCH NOTES:
Refer to discussion in item 11a.
FUND NAME SHARES AVAILABLE SHARES VOTED
--------- ---------------- ------------
UH01 The China Fund 518,739
518,739
TOTAL: 518,739 518,739
Questions? Contact Account Management +1 (301) 556-0540
(C) 2007 RiskMetrics Group.All rights reserved.
For more information please refer to Legal Notices
SIGNATURES
Pursuant to the requirements of 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.
By: /s/ Gary L. French
-----------------------------------
Gary L. French
President
August 19, 2008