Form N-CSR CHINA FUND INC For: Oct 31

December 28, 2018 10:09 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05749

 

 

THE CHINA FUND, INC.

(Exact name of registrant as specified in charter)

 

 

C/O STATE STREET BANK & TRUST COMPANY

ONE LINCOLN STREET

P.O. BOX 5049

BOSTON, MA 02206-5049

(Address of principal executive offices)(Zip code)

 

 

Copy to:

 

Brian F. Link

Secretary

The China Fund, Inc.

100 Summer Street

SUM0703

Boston, MA 02110

 

Leonard B. Mackey, Jr., Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019-6131

(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: October 31, 2018

 

 

 


Table of Contents
Item 1.

Report to Stockholders.

 


Table of Contents

 

THE CHINA FUND, INC.

 

 

ANNUAL REPORT

October 31, 2018

The China Fund, Inc.          
Table of Contents         
        Page  

Key Highlights

       1  

Asset Allocation

       2  

Industry Allocation

       3  

Chairman’s Statement

       4  

Investment Manager’s Statement

       7  

About the Portfolio Manager

       9  

Schedule of Investments

       10  

Financial Statements

       14  

Notes to Financial Statements

       18  

Report of Independent Registered Public Accounting Firm

       26  

Other Information

       27  

Dividends and Distributions: Summary of Dividend Reinvestment and Cash Purchase Plan

       29  

Directors and Officers

       33  


Table of Contents

THE CHINA FUND, INC.

KEY HIGHLIGHTS (unaudited)

 

 

 

FUND DATA
NYSE Stock Symbol   CHN
Listing Date   July 10, 1992
Shares Outstanding   15,722,675
Total Net Assets (10/31/18)   $298,469,072
Net Asset Value Per Share (10/31/18)   $18.98
Market Price Per Share (10/31/18)   $16.98

 

TOTAL RETURN(1)  

Performance as of

10/31/18:

  Net Asset Value     Market Price  

1-Year Cumulative

    -16.55%       -17.53%  

3-Year Cumulative

    10.26%       12.29%  

3-Year Annualized

    3.31%       3.94%  

5-Year Cumulative

    18.71%       20.78%  

5-Year Annualized

    3.49%       3.85%  

10-Year Cumulative

    176.01%       169.92%  

10-Year Annualized

    10.69%       10.44%  
   
DIVIDEND HISTORY  
Record Date   Income     Capital Gains  

12/19/17

    $0.5493        

12/19/16

    $0.4678        

12/28/15

    $ 0.2133       $ 1.2825  

12/22/14

    $ 0.2982       $ 3.4669  

12/23/13

    $ 0.4387       $ 2.8753  

12/24/12

    $ 0.3473       $ 2.9044  

12/23/11

    $ 0.1742       $ 2.8222  

12/24/10

    $ 0.3746       $ 1.8996  

12/24/09

    $ 0.2557        

12/24/08

    $ 0.4813       $ 5.3361  

(1) Total investment returns reflect changes in net asset value or market price, as the case may be, during each period and assumes that dividends and capital gains distributions, if any, were reinvested in accordance with the dividend reinvestment plan. The net asset value returns are not an indication of the performance of a stockholder’s investment in the Fund, which is based on market price. Total investment returns do not reflect the deduction of taxes that a stockholder would pay on Fund distributions or the sale of Fund shares. Total investment returns are historical and do not guarantee future results. Market price returns do not reflect broker commissions in connection with the purchase or sale of Fund shares.

 

1


Table of Contents

THE CHINA FUND, INC.

ASSET ALLOCATION AS OF October 31, 2018 (unaudited)

 

 

 

Ten Largest Listed Equity Investments *

TaiwanSemiconductor Manufacturing Co., Ltd.

     9.0%

ChinaConstruction Bank Corp.

     5.8%

TencentHoldings, Ltd.

     5.2%

AlibabaGroup Holding, Ltd.

     5.2%

PetroChinaCo., Ltd.

     4.2%

AIA Group, Ltd.

     4.1%

Ping An Insurance (Group) Company of China, Ltd.

     3.9%

ChinaEverbright International, Ltd.

     3.2%

HongKong Exchanges and Clearing, Ltd.

     3.1%

Sun  Hung Kai Properties, Ltd.

     2.5%

 

*

Percentages based on net assets.

 

2


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INDUSTRY ALLOCATION (unaudited)

 

 

 

Industry Allocation (as a percentage of net assets)

 

LOGO


Fund holdings are subject to change and percentages shown above are based on net assets at October 31, 2018. A complete list of holdings at October 31, 2018 is contained in the Schedule of Investments included in this report. The most current available data regarding portfolio holdings can be found on our website, www.chinafundinc.com. You may also obtain holdings by calling 1-888-246-2255.

 

3


Table of Contents

THE CHINA FUND, INC.

CHAIRMAN’S STATEMENT (unaudited)

 

 

 

Dear Stockholders,

Since reporting to you in the last semi-annual report for the period ended April 30, 2018, The China Fund, Inc. (the “Fund”) has come a long way and now stands poised to move forward in significantly new directions. In this report I will give you some highlights of what has been accomplished and some perspectives on what lies ahead.

First, with respect to investment performance over the last year, it has been a difficult time for your Fund as for many others investing in China during the period. As described more fully in the Investment Manager’s Statement section of this report, under the investment approach of Allianz Global Investors US, LLC (“Allianz”) the Fund underperformed the benchmark, MSCI Golden Dragon Index, during the fiscal year ended October 31, 2018 by 3.12%. Annualized investment performance of the Fund’s NAV compared to the benchmark lagged by 3.95% for the three-year period and by 1.92% for the five-year period ended October 31, 2018.

During much of the fiscal year ended October 31, 2018, China and the US have been embroiled in what is described by many as a tariff or trade war, but it has been a period which involved much more than that. Discussions and debates between the two nations have also included the subjects of intellectual property, knowledge sharing, cybertheft, industrial espionage and, not least of all, Chinese limitation on foreign ownership of overseas financial institutions. Notwithstanding the wide range of issues between the two countries, the imposition of tariffs by both sides has dominated media conversations and, many would argue, has had a singularly significant impact on financial markets in recent months.

Now, as for progress being made by the Fund and its Board, I will touch on several subjects, both past and future. Stockholders should obtain and read Fund press releases dated August 20 and November 9 for more complete information on certain of the following items:

 

  1.)

Bilateral cessation of lawsuits — Over the past summer, the Board dropped its suit against a major stockholder which, in turn, dropped its suit against the Fund and its Board. I am particularly pleased by this development as it not only ceased the Fund’s incurrence of significant legal fees, but allowed all parties to begin to put the past behind and to focus efforts on enhancing corporate governance and improving Fund performance.

 

  2.)

Completion of search for replacement investment manager and successful shareholder vote — By an overwhelming 95% of votes cast, stockholders recently approved the appointment of Matthews International Capital Management, LLC (“Matthews Asia”) as replacement investment manager for the Fund. Transition planning is currently underway and it is anticipated that responsibility for portfolio management by Matthews Asia will begin on or about January 1, 2019. The search for a new investment manager was a thorough and rigorous effort conducted by the Board and the result recognizes the capabilities of Matthews Asia, which had approximately $29.2 billion in assets under management at October 31, 2018, of which approximately $8.6 billion consisted of Chinese securities. Matthews Asia will provide the Fund with an “All China” investment strategy, which follows a Growth at a Reasonable Price approach while adhering to the firm’s overarching investment philosophy based on the following

 

4


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THE CHINA FUND, INC.

CHAIRMAN’S STATEMENT (continued) (unaudited)

 

 

 

  three pillars: active management, long-term focus and on-the-ground bottom-up research. The Fund intends to change its benchmark index from the MSCI Golden Dragon Index to the MSCI China All Shares Index upon the commencement of Matthews Asia managing the Fund.

 

  3.)

Planned commencement of tender offer — The Fund’s Board has approved in principle a one-time tender offer (the “Tender Offer”) to repurchase up to 30% of its outstanding shares at 99% of net asset value, subject to regulatory and other confirmations. The Tender Offer is currently expected to commence on or about January 10, 2019. It is currently anticipated that the Tender Offer will conclude on or about February 4, 2019.

 

  4.)

Adoption of Discount Management Program — The Fund’s Board has announced its intention to adopt a Discount Management Program, which is intended to provide enhanced value to stockholders by authorizing the Fund to repurchase, in each twelve-month period ended October 31, up to 10% of its common shares outstanding as of the close of business on October 31 of the prior fiscal year. It is expected that the Discount Management Program will be implemented shortly after the Tender Offer in February 2019.

 

  5.)

Implementation of Additional Board Governance Provisions — The Board has determined to reduce its size from seven members to five, effective no later than the date of the Fund’s Annual Meeting of Stockholders to be held in March 2019. The Fund expects to be in a position to announce the future composition of the Board in early 2019. Additionally, Board fees have been modified to, among other things, reduce the retainer fee for the Chairman of the Audit Committee and to reduce certain meeting attendance fees.

 

  6.)

Service Provider Review — The Board is also in the process of reviewing its service providers, including specifically its legal counsel, custodian, fund accounting agent and fund administrator with a view to reducing the overall level of fund expenses while maintaining a high level of service. At a Board meeting on December 7, the Board voted to engage Morgan, Lewis & Bockius (“MLB”) as counsel for the Fund. Transition to MLB will commence shortly after January 1, 2019. The objective of all these reviews is to have revised fee schedules and/or replacements identified and in place not later than March 1, 2019.

* * *

While much has been accomplished in the past year, much work remains to be done. Please be assured that your Board is working diligently on behalf of ALL Fund stockholders, large and small. If you have any questions or concerns, I encourage you to communicate with me by e-mail at chninfo@astfundsolutions.com, by calling (888)-CHN-CALL or by sending written communications to me at the following address:

The China Fund, Inc.

c/o State Street Bank and Trust Company

P.O. Box 5049

One Lincoln Street

Boston, MA 02206-5049

 

5


Table of Contents

THE CHINA FUND, INC.

CHAIRMAN’S STATEMENT (continued) (unaudited)

 

 

 

Thank you for your continued interest in and support of your Fund.

Yours truly,

 

LOGO

Gary L. French

Chairman

 

6


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THE CHINA FUND, INC.

INVESTMENT MANAGER’S STATEMENT (unaudited)

 

 

 

Market Review

Greater China stocks retreated significantly during the 12 month period ended October 31, 2018, especially since the beginning of 2018. Key reasons include concerns over escalation of Sino-US trade conflict, economic slowdown in China triggered by deleveraging, as well as the global emerging market equities sell off.

On macro-economic data, China’s GDP expanded at an annual rate of 6.5% in the third quarter, the slowest quarterly pace of growth since early 2009. October’s official purchasing managers’ index of manufacturing activity slowed to its lowest level in two years, reinforcing concerns over the trade conflict with the United States. Reacting to these weak data points, the Chinese government pledged to provide measures to support the economy and financial markets, and the People’s Bank of China announced a further cut to banks’ reserve requirement ratio.

In terms of capital markets, MSCI officially included China A-Shares into the flagship MSCI Emerging Market Index in June 2018. This is a milestone event that marks the rising importance of China A-Shares within global investors’ portfolios.

Performance

The portfolio underperformed the benchmark, MSCI Golden Dragon Index, over the reporting period. On a sector level, stock selection within industrials and communication services detracted the most; while top contributors came from financials and materials industries.

In particular, within industrials, the top detractor was China Everbright International (“CEI”), a leading waste water treatment company in China. In the third quarter of 2018, the company announced an unexpected rights issue with a subscription price significantly below the market price. Though the rights issue may accelerate the development of new projects, which should benefit CEI in the long term, a substantially discounted rights issue amidst the tumbling market does send a negative signal to investors. From our perspective, the company should continue to benefit from an increasing number of new projects commencing operation and the shift to higher margin business within the waste treatment and environment protection industry. The correction means valuation of this company is increasingly attractive.

On the other hand, our banking positions contributed positively. The Chinese banking sector stayed relatively resilient during a down market, buoyed by the positive news of the reserve requirement ratio cut for Chinese banks. However sector performance remains volatile amid concerns of the slowing macro economy in China. Within the sector we continue to prefer banks with strong consumer banking franchise and deposit base, such as China Merchants Bank.

Outlook

Developments in the US-China trade conflict, volatility in Renminbi, and slower growth momentum in the Chinese economy mean that earnings expectations of China / Hong Kong companies will inevitably face some pressure. That said, the valuation of Greater China equities has come off significantly since peaking in January — the price to

 

7


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THE CHINA FUND, INC.

INVESTMENT MANAGER’S STATEMENT (continued) (unaudited)

 

 

 

earnings ratio for the MSCI China and Hang Seng Indices are now 9.7x and 9.4x respectively as of end October. In the near term, we don’t rule out a possible short term rebound driven by positive news flow on the trade front; however, we believe more fundamental improvement in corporate earnings is needed to support a sustainable recovery.

The Chinese regulators need to find the right balance between deleveraging and addressing near term pains in the economy. In recent months, we have seen rising supportive measures to help both the economy and financial markets. We continue to like the companies that can benefit from policy stimulus measures, including infrastructure related names. The recent correction in technology names has also allowed us to buy quality names on weakness.

 

8


Table of Contents

THE CHINA FUND, INC.

ABOUT THE PORTFOLIO MANAGER (unaudited)

 

 

 

Allianz Global Investors (“AllianzGI”) is a leading active asset manager with over 730 investment professionals in 25 offices worldwide and managing $621 billion¹ in assets for individuals, families and institutions.

Ms. Christina Chung serves as the portfolio manager for the Fund’s portfolio of listed and direct securities. She joined the group in 1998 and has been a managing director since January 2010. She heads the Greater China Team and is the lead manager of Hong Kong, China and Greater China equity mandates. The Hong Kong and China funds that she manages have won industry recognition and awards for consistent, strong performance. She has 29 years’ experience in managing Asian regional and single country portfolios for both institutional and retail accounts.

Before joining the group, she was a senior portfolio manager with Royal Bank of Canada Investment Management. Prior to that, she was a portfolio manager with Search International and an economist with HSBC Asset Management. Christina was educated in Canada. She attained a Bachelor of Administration from Brock University, followed by an M.A. in Economics from the University of Alberta. She became a Certified Management Accountant in 1992 and qualified as a chartered financial analyst, AIMR, in 1995.

 

 

1 

Combined worldwide AUM as of September 30, 2018.

 

9


Table of Contents

THE CHINA FUND, INC.

SCHEDULE OF INVESTMENTS

October 31, 2018

 

 

 

Name of Issuer and Title of Issue

  

Shares

           Value (Note A)  
COMMON STOCK                    
CHINA — “A” SHARES                    

Food Products — 1.1%

       

Angel Yeast Co., Ltd. — A

     1,019,300        $ 3,156,949  
       

 

 

 

Media — 0.5%

       

Focus Media Information Technology Co., Ltd. — A

     1,907,366          1,640,957  
       

 

 

 

TOTAL CHINA — “A” SHARES — (Cost $6,975,221)

        1.6     4,797,906  
     

 

 

   

 

 

 
HONG KONG                    

Automobiles — 0.5%

       

Brilliance China Automotive Holdings, Ltd.

     1,884,000          1,643,820  
       

 

 

 

Commercial Services & Supplies — 3.6%

       

China Everbright International, Ltd.(1)

     11,811,221          9,416,554  

Goldpac Group, Ltd.#

     4,970,000          1,204,556  
       

 

 

 
          10,621,110  
       

 

 

 

Construction & Engineering — 1.6%

       

China State Construction International Holdings, Ltd.(1)

     6,912,000          4,928,705  
       

 

 

 

Diversified Financial Services — 3.8%

       

Hong Kong Exchanges and Clearing, Ltd.

     346,200          9,185,601  

New Oriental Education & Technology Group ADR*

     34,958          2,045,392  
       

 

 

 
          11,230,993  
       

 

 

 

Diversified Telecommunication Services — 1.3%

       

China Unicom Hong Kong, Ltd.

     3,660,000          3,800,342  
       

 

 

 

Electronic Equipment & Instruments — 1.5%

       

Digital China Holdings, Ltd.(1)*#

     9,305,000          4,462,943  
       

 

 

 

Food Products — 2.5%

       

China Mengniu Dairy Co., Ltd.*

     1,224,000          3,606,704  

WH Group, Ltd. 144A

     5,726,000          4,009,968  
       

 

 

 
          7,616,672  
       

 

 

 

Hotels, Restaurants & Leisure — 4.4%

       

Galaxy Entertainment Group, Ltd.

     1,024,000          5,538,383  

MGM China Holdings, Ltd.(1)

     2,305,200          3,258,109  

Shangri-La Asia, Ltd.

     3,110,000          4,244,840  
       

 

 

 
          13,041,332  
       

 

 

 

Household Products — 1.0%

       

Vinda International Holdings, Ltd.(1)

     1,984,000          2,864,872  
       

 

 

 

 

See notes to financial statements.

 

10


Table of Contents

THE CHINA FUND, INC.

SCHEDULE OF INVESTMENTS (continued)

October 31, 2018

 

 

 

Name of Issuer and Title of Issue

  

Shares

           Value (Note A)  
COMMON STOCK (continued)                    
HONG KONG (continued)                    

Industrial Conglomerates — 2.2%

       

Beijing Enterprises Holdings, Ltd.

     1,229,000        $ 6,647,141  
       

 

 

 

Insurance — 4.1%

       

AIA Group, Ltd.

     1,611,400          12,199,478  
       

 

 

 

Interactive Media & Services — 6.1%

       

Baidu, Inc. ADR*

     13,605          2,585,766  

Tencent Holdings, Ltd.

     454,700          15,486,504  
       

 

 

 
          18,072,270  
       

 

 

 

Internet and Direct Marketing Retail — 6.1%

       

Alibaba Group Holding, Ltd. ADR(1)*

     108,358          15,417,176  

Ctrip.com International, Ltd. ADR(1)*

     84,376          2,808,033  
       

 

 

 
          18,225,209  
       

 

 

 

Metals & Mining — 1.3%

       

Tiangong International Co., Ltd.(1)

     17,970,000          3,988,545  
       

 

 

 

Pharmaceuticals — 1.7%

       

CSPC Pharmaceutical Group, Ltd.

     2,436,000          5,139,608  
       

 

 

 

Real Estate Management & Development — 6.8%

       

China Overseas Land & Investment, Ltd.

     1,622,000          5,079,483  

Country Garden Holdings Co., Ltd.

     2,208,000          2,363,079  

Sun Hung Kai Properties, Ltd.

     576,000          7,487,104  

Swire Pacific, Ltd.

     523,000          5,427,207  
       

 

 

 
          20,356,873  
       

 

 

 

Semiconductors & Semiconductor Equipment — 0.7%

       

ASM Pacific Technology, Ltd.

     228,600          1,974,159  
       

 

 

 

Wireless Telecommunication Services — 1.6%

       

China Mobile, Ltd.

     510,000          4,768,605  
       

 

 

 

TOTAL HONG KONG — (Cost $164,472,166)

        50.8     151,582,677  
     

 

 

   

 

 

 
HONG KONG — “H” SHARES                    

Automobiles — 1.3%

       

Qingling Motors Co., Ltd.#

     14,816,000          3,836,580  
       

 

 

 

Commercial Banks — 10.1%

       

BOC Hong Kong Holdings, Ltd.

     1,471,500          5,499,777  

China Construction Bank Corp.

     21,935,000          17,403,844  

 

See notes to financial statements.

 

11


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THE CHINA FUND, INC.

SCHEDULE OF INVESTMENTS (continued)

October 31, 2018

 

 

 

Name of Issuer and Title of Issue

  

Shares

           Value (Note A)  
COMMON STOCK (continued)                    
HONG KONG — “H” SHARES (continued)                    

Commercial Banks (continued)

       

China Merchants Bank Co., Ltd.

     1,870,500        $ 7,205,794  
       

 

 

 
          30,109,415  
       

 

 

 

Energy Equipment & Services — 1.5%

       

China Oilfield Services, Ltd.

     4,770,000          4,472,217  
       

 

 

 

Independent Power Producers & Energy Traders — 2.0%

       

China Longyuan Power Group Corp., Ltd.

     8,023,000          6,099,584  
       

 

 

 

Insurance — 3.9%

       

Ping An Insurance (Group) Company of China, Ltd.(1)

     1,235,000          11,634,149  
       

 

 

 

Oil, Gas & Consumable Fuels — 5.7%

       

China Petroleum & Chemical Corp.

     3,666,000          2,974,177  

China Shenhua Energy Co., Ltd.

     656,500          1,487,287  

PetroChina Co., Ltd.

     17,048,000          12,482,527  
       

 

 

 
          16,943,991  
       

 

 

 

Transportation Infrastructure — 1.2%

       

Qingdao Port International Co., Ltd. 144A(1)*#

     6,077,000          3,542,604  
       

 

 

 

TOTAL HONG KONG — “H” SHARES — (Cost $71,911,440)

        25.7     76,638,540  
     

 

 

   

 

 

 

TOTAL HONG KONG (INCLUDING “H” SHARES — (Cost $236,383,606)

        76.5     228,221,217  
     

 

 

   

 

 

 
TAIWAN                    

Diversified Financial Services — 1.5%

       

Fubon Financial Holdings Co., Ltd.

     2,805,000          4,392,019  
       

 

 

 

Insurance — 1.1%

       

Cathay Financial Holding Co., Ltd.

     2,030,000          3,214,621  
       

 

 

 

Machinery — 0.6%

       

King Slide Works Co., Ltd.(1)

     185,000          1,922,163  
       

 

 

 

Semiconductors & Semiconductor Equipment — 10.6%

       

MediaTek, Inc.

     669,000          4,918,641  

Taiwan Semiconductor Manufacturing Co., Ltd.

     3,536,000          26,740,264  
       

 

 

 
          31,658,905  
       

 

 

 

TOTAL TAIWAN — (Cost $29,862,555)

        13.8     41,187,708  
     

 

 

   

 

 

 

TOTAL COMMON STOCK — (Cost $273,221,382)

        91.9     274,206,831  
     

 

 

   

 

 

 

 

See notes to financial statements.

 

12


Table of Contents

THE CHINA FUND, INC.

SCHEDULE OF INVESTMENTS (continued)

October 31, 2018

 

 

 

Name of Issuer and Title of Issue

  

Shares

           Value (Note A)  
COLLATERAL FOR SECURITIES ON LOAN — 2.1%                    

State Street Navigator Securities Lending Government Money Market Portfolio, 2.1799%¥ (Cost $6,437,278)

     6,437,278        $ 6,437,278  
       

 

 

 
     

Face
Amount

              
SHORT TERM INVESTMENT — 2.5%                    

Repurchase Agreement with Fixed Income Clearing Corporation, dated 10/31/18, 0.42%, due 11/01/18, proceeds $7,434,087; collateralized by U.S. Treasury Bond, 3.00%, due 05/15/45, valued at $7,583,415, including interest. (Cost $7,434,000)

   $ 7,434,000          7,434,000  
       

 

 

 

TOTAL INVESTMENTS — (Cost $287,092,660)

        96.5     288,078,109  
     

 

 

   

 

 

 

OTHER ASSETS AND LIABILITIES

        3.5     10,390,963  
     

 

 

   

 

 

 

NET ASSETS

        100.0   $ 298,469,072  
     

 

 

   

 

 

 

Notes to Schedule of Investments

 

  *

Denotes non-income producing security.

 

  #

Illiquid security.

 

  ¥

Rate shown is the 7-day yield as of October 31, 2018.

 

(1) 

Securities (or a portion of the security) is on loan. As of October 31, 2018, the market value of the securities loaned was $27,542,443. The loaned securities were secured with cash collateral of $6,437,278 and non-cash collateral with a value of $22,302,416. The non-cash collateral received consists of short term investments and long term bonds, and is held for the benefit of the Fund at the Fund’s custodian. The Fund cannot repledge or resell this collateral. Collateral is calculated based on prior day’s prices.

144A Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At October 31, 2018, these restricted securities amounted to $7,552,572, which represented 2.5% of total net assets.

ADR American Depositary Receipt

 

See notes to financial statements.

 

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THE CHINA FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES

October 31, 2018

 

 

 

ASSETS

  

Investments in securities, at value (cost $287,092,660) (including securities on loan, at value, $27,542,443) (Note A)

   $ 288,078,109  

Cash

     198  

Foreign currency, at value (cost $18,922,041)

     18,845,355  

Receivable for securities lending income

     22,161  

Dividends and interest receivable

     273,820  

Prepaid expenses and other receivables

     19,444  
  

 

 

 

TOTAL ASSETS

     307,239,087  
  

 

 

 

LIABILITIES

  

Payable for investments purchased

     1,484,577  

Payable upon return of collateral for securities on loan

     6,437,278  

Investment management fee payable (Note B)

     197,413  

Administration and custodian fees payable (Note B)

     87,093  

Chief Compliance Officer fees payable

     10,000  

Other accrued expenses and liabilities

     553,654  
  

 

 

 

TOTAL LIABILITIES

     8,770,015  
  

 

 

 

TOTAL NET ASSETS

   $ 298,469,072  
  

 

 

 

COMPOSITION OF NET ASSETS:

  

Par value, 100,000,000 shares authorized, 15,722,675 shares outstanding (Note C)

     157,227  

Paid in capital in excess of par

     292,337,833  

Distributable earnings

     5,974,012  
  

 

 

 

TOTAL NET ASSETS

   $ 298,469,072  
  

 

 

 

NET ASSET VALUE PER SHARE

  

($298,469,072/15,722,675 shares of common stock outstanding)

     $18.98  
  

 

 

 

 

See notes to financial statements.

 

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Table of Contents

THE CHINA FUND, INC.

STATEMENT OF OPERATIONS

Year Ended October 31, 2018

 

 

 

INVESTMENT INCOME:

  

Dividend income — (net of tax withheld of $744,848)

   $ 8,793,103  

Securities lending income

     465,604  

Interest income

     15,620  
  

 

 

 

TOTAL INVESTMENT INCOME

     9,274,327  
  

 

 

 

EXPENSES

  

Investment Management fees (Note B)

     2,461,628  

Legal fees (Note B)

     1,789,564  

Custodian fees (Note B)

     698,079  

Directors’ fees and expenses

     667,262  

Administration fees (Note B)

     499,937  

Shareholder service fees

     316,022  

Insurance

     97,324  

Printing and postage

     96,104  

Audit and tax service fees

     82,500  

Chief Compliance Officer fee

     65,000  

Principal Financial Officer fee

     60,000  

Transfer agent fees

     27,269  

Stock exchange listing fee

     12,874  

Miscellaneous expenses

     130,117  
  

 

 

 

TOTAL EXPENSES

     7,003,680  
  

 

 

 

NET INVESTMENT INCOME

     2,270,647  
  

 

 

 

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

  

Net realized gain on investments

     34,137,690  

Net realized loss on foreign currency transactions

     (177,231
  

 

 

 
     33,960,459  
  

 

 

 

Net change in unrealized appreciation/depreciation on investments

     (95,579,399

Net change in unrealized appreciation/depreciation on foreign currency translations

     (87,201
  

 

 

 
     (95,666,600
  

 

 

 

NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

     (61,706,141
  

 

 

 

NET DECREASE IN NET ASSETS FROM OPERATIONS

   $ (59,435,494
  

 

 

 

 

See notes to financial statements.

 

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Table of Contents

THE CHINA FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS

  

 

 

 

     Year Ended
October 31, 2018
    Year Ended
October 31, 2017
 

INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

    

Net investment income

   $ 2,270,647     $ 2,881,848  

Net realized gain on investments and foreign currency transactions

     33,960,459       9,913,474  

Net change in unrealized appreciation/depreciation on investments and foreign currency translations

     (95,666,600     65,848,652  
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     (59,435,494     78,643,974  
  

 

 

   

 

 

 

DISTRIBUTIONS TO SHAREHOLDERS FROM:

    

Distributable earnings

     (8,636,465     (7,355,081
  

 

 

   

 

 

 

Total distributions to shareholders

     (8,636,465     (7,355,081
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS

     (68,071,959     71,288,893  
  

 

 

   

 

 

 

NET ASSETS:

    

Beginning of Year

     366,541,031       295,252,138  
  

 

 

   

 

 

 

End of Year

   $ 298,469,072     $ 366,541,031  
  

 

 

   

 

 

 

Distributions from net investment income and net realized capital gains are combined for the year ended October 31, 2018. Funds are no longer required to disclose the undistributed net investment income included in net assets at year end. See Note H in the Notes to Financial Statements for more information. The dividends and distributions to shareholders for the year ended October 31, 2017 have been reclassified to conform to the current year presentation.

 

See notes to financial statements.

 

16


Table of Contents

THE CHINA FUND, INC.

FINANCIAL HIGHLIGHTS

Selected data for a share of common stock outstanding for the years indicated

 

 

 

    Year Ended October 31,  
    2018     2017     2016     2015     2014  

Per Share Operating Performance

         

Net asset value, beginning of year

  $ 23.31     $ 18.78     $ 19.91     $ 24.21     $ 25.77  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net investment income*

    0.14       0.18 (1)       0.46 (1)       0.26       0.33  

Net realized and unrealized gain (loss) on investments and foreign currency transactions

    (3.92     4.82       (0.10     (0.79     1.43  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    (3.78     5.00       0.36       (0.53     1.76  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less dividends and distributions:

         

Dividends from net investment income

    (0.55     (0.47     (0.21     (0.30     (0.44

Distributions from net realized gains

                (1.28     (3.47     (2.88
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions

    (0.55     (0.47     (1.49     (3.77     (3.32
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital Share Transactions:

         

Accretion (Dilution) to net asset value, resulting from share repurchase program, tender offer or issuance of shares in stock dividend

                0.00 (2)              
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

  $ 18.98     $ 23.31     $ 18.78     $ 19.91     $ 24.21  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of year

  $ 16.98     $ 21.10     $ 16.18     $ 17.49     $ 21.44  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Investment Return (Based on Market Price)

    (17.53 )%      33.83     1.73     (1.95 )%      9.71
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Investment Return (Based on Net Asset Value)

    (16.55 )%      27.38     3.73     (1.16 )%      8.93
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ratios and Supplemental Data

         

Net assets, end of year (000’s)

  $ 298,469     $ 366,541     $ 295,252     $ 312,191     $ 379,692  

Ratio of net expenses to average net assets

    1.91     1.49     1.51     1.34     1.31

Ratio of net investment income/(loss) to average net assets

    0.62     0.92 %(1)      2.66 %(1)      1.16     1.39

Portfolio turnover rate

    50     31     52     64     67

 

*

Per share amounts have been calculated using the average share method.

 

(1) 

Amount includes a non-recurring receipt of a refund for over-billing of prior years’ custody out of pocket expense which amounted to $0.02 per share and 0.12% of average net assets during 2016 and less than $0.01 per share and less than 0.005% of net assets during 2017.

 

(2) 

Amount is less than $0.01.

 

See notes to financial statements.

 

17


Table of Contents

THE CHINA FUND, INC.

NOTES TO FINANCIAL STATEMENTS

October 31, 2018

 

 

 

NOTE A — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The China Fund, Inc. (the “Fund”) was incorporated under the laws of the State of Maryland on April 28, 1992, and is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s investment objective is long-term capital appreciation which it seeks to achieve by investing primarily in equity securities (i) of companies for which the principal securities trading market is the People’s Republic of China (“China”), (ii) of companies for which the principal securities trading market is outside of China, or constituting direct equity investments in companies organized outside of China, that in both cases derive at least 50% of their revenues from goods and services sold or produced, or have at least 50% of their assets, in China and (iii) constituting direct equity investments in companies organized in China (“Direct Investments”). The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. The Fund’s Investment Manager is Allianz Global Investors (“Investment Manager”)

The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 “Financial Services — Investment Companies.”

The financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Actual results could differ from those estimates. The following summarizes the significant accounting policies of the Fund:

Security Valuation:    Portfolio securities listed on recognized United States or foreign security exchanges are valued at the last quoted sales price in the principal market where they are traded. Listed securities with no such sales price and unlisted securities are valued at the mean between the current bid and asked prices, if any, from brokers. Short-term investments having maturities of sixty days or less are valued at amortized cost (original purchase cost as adjusted for amortization of premium or accretion of discount) which when combined with accrued interest approximates market value. Securities for which market quotations are not readily available or are deemed unreliable are valued at fair value in good faith by or at the direction of the Board of Directors considering relevant factors, data and information including, if relevant, the market value of freely tradable securities of the same class in the principal market on which such securities are normally traded. Direct Investments, if any, are valued at fair value as determined by or at the direction of the Board of Directors based on financial and other information supplied by the Investment Manager regarding each Direct Investment. Forward currency contracts are valued at the current cost of offsetting the contract. Equity linked securities, if any, are valued at fair value primarily based on the value(s) of the underlying security (or securities), which normally follows the same methodology as the valuation of securities listed on recognized exchanges.

Factors used in determining fair value may include, but are not limited to, the type of security, the size of the holding, the initial cost of the security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies, the availability of quotations from broker-dealers, the availability of values of third parties other than the Investment Manager,

 

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Table of Contents

NOTES TO FINANCIAL STATEMENTS (continued)

 

 

 

information obtained from the issuer, analysts, and/or the appropriate stock exchange (if available), an analysis of the company’s financial statements, an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold and with respect to debt securities, the maturity, coupon, creditworthiness, currency denomination, and the movement of the market in which they trade.

Repurchase Agreements:    In connection with transactions in repurchase agreements, it is the Fund’s policy that its custodian take possession of the underlying collateral securities, the fair value of which exceeds the principal amount of the repurchase transaction, including accrued interest, at all times. If the seller defaults, realization of the collateral by the Fund may be delayed or limited.

 

     Remaining Contractual Maturity of the Agreements
As of October 31, 2018
 
     Overnight and
Continuous
     <30 days      Between
30 & 90 days
     >90 days      Total  

Repurchase Agreements

 

U.S. Treasury and agency securities

   $ 7,434,000      $      $      $      $ 7,434,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Borrowings

   $ 7,434,000      $      $      $      $ 7,434,000  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Securities Lending:    The Fund may lend up to 33 1/3% of the Fund’s total assets held by State Street Bank and Trust Company (“State Street”) as custodian to certain qualified brokers, except those securities which the Fund or the Investment Manager specifically identifies as not being available. By lending its investment securities, the Fund attempts to increase its net investment income through the receipt of interest on the loan. Any gain or loss in the market price of the securities loaned that might occur and any interest or dividends declared during the term of the loan would accrue to the account of the Fund. Risks of delay in recovery of the securities or even loss of rights in the collateral may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the collateral decreases below the value of the securities loaned. Upon entering into a securities lending transaction, the Fund receives cash or other securities as collateral in an amount equal to or exceeding 100% of the current market value of the loaned securities with respect to securities of the U.S. government or its agencies, 102% of the current market value of the loaned securities with respect to U.S. securities and 105% of the current market value of the loaned securities with respect to foreign securities. Any cash received as collateral is generally invested by State Street, acting in its capacity as securities lending agent (the “Agent”), in the State Street Navigator Securities Lending Government Money Market Portfolio. Non-cash collateral is not disclosed in the Fund’s Statement of Assets and Liabilities as it is held by the lending agent on behalf of the Fund and the Fund does not have the ability to re-hypothecate those securities. A portion of the dividends received on the collateral may be rebated to the borrower of the securities and the remainder is split between the Agent and the Fund.

 

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Table of Contents

NOTES TO FINANCIAL STATEMENTS (continued)

 

 

 

 

     Remaining Contractual Maturity of the Agreements
As of October 31, 2018
 
     Overnight and
Continuous
     <30 days      Between
30 & 90 days
     >90 days      Total  

Securities Lending Transactions

 

Money Market Fund

   $ 6,437,278      $      $      $      $ 6,437,278  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Borrowings

   $ 6,437,278      $      $      $      $ 6,437,278  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Gross amount of recognized liabilities for securities lending transactions

               $ 6,437,278  

As of October 31, 2018, the Fund had loaned securities which were collateralized by cash, short term investments and long term bonds. The value of the securities on loan and the value of the related collateral were as follows:

 

Value of
Securities
    Value of Cash
Collateral
    Value of Non-Cash
Collateral*
    Total
Collateral
 
  $27,542,443     $ 6,437,278     $ 22,302,416     $ 28,739,694  

 

*

Fund cannot repledge or dispose of this collateral, nor does the Fund earn any income or receive dividends with respect to this collateral.

 

Gross Amounts Not Offset in the Statement of Assets and Liabilities  
Gross Asset Amounts
Presented in Statement of
Assets and  Liabilities
    Financial
Instrument
    Collateral
Received
    Net Amount  
  $6,437,278           $ (6,437,278   $ 0  

Foreign currency translations:    The records of the Fund are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. Net realized gains and losses on foreign currency transactions represent net gains and losses from the disposition of foreign currencies, currency gains and losses realized between the trade dates and settlement dates of security transactions, and the difference between the amount of net investment income accrued and the U.S. dollar amount actually received. The effects of changes in foreign currency exchange rates on investments in securities are not segregated in the Statement of Operations from the effects of changes in market prices of those securities, but are included in realized and unrealized gain or loss on investments. Net unrealized foreign currency gains and losses arise from changes in the value of assets and liabilities, other than investments in securities, as a result of changes in exchange rates.

Forward Foreign Currency Contracts:    The Fund may enter into forward foreign currency contracts to hedge against foreign currency exchange rate risks. A forward currency contract is an agreement between two parties to buy or sell currency at a set price on a future date. Upon entering into these contracts, risks may arise from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of the foreign currency relative to the U.S. dollar. The U.S. dollar value of forward currency contracts is determined using forward exchange rates provided by quotation services. Daily fluctuations in the value of such

 

20


Table of Contents

NOTES TO FINANCIAL STATEMENTS (continued)

 

 

 

contracts are recorded as unrealized gain or loss on the Statement of Assets and Liabilities. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed. Such gain or loss is disclosed in the realized and unrealized gain or loss on foreign currency in the Fund’s accompanying Statement of Operations. At October 31, 2018, the Fund did not hold forward foreign currency contracts.

Option Contracts:    The Fund may purchase and write (sell) call options and put options provided the transactions are for hedging purposes and the initial margin and premiums do not exceed 5% of total assets. Option contracts are valued daily and unrealized gains or losses are recorded on the Statement of Assets and Liabilities based upon the last sales price on the principal exchange on which the options are traded. The Fund will realize a gain or loss upon the expiration or closing of the option contract. Such gain or loss is disclosed in the realized and unrealized gain or loss on options in the Fund’s accompanying Statement of Operations. When an option is exercised, the proceeds on sales of the underlying security for a written call option, the purchase cost of the security for a written put option, or the cost of the security for a purchased put or call option is adjusted by the amount of premium received or paid.

The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counter parties to meet the terms of the contract. At October 31, 2018, the Fund did not hold any option contracts.

Equity-Linked Securities:    The Fund may invest in equity-linked securities such as linked participation notes, equity swaps and zero-strike options and securities warrants. Equity-linked securities may be used by the Fund to gain exposure to countries that place restrictions on investments by foreigners. To the extent that the Fund invests in equity-linked securities whose return corresponds to the performance of a foreign securities index or one or more foreign stocks, investing in equity-linked securities will involve risks similar to the risks of investing in foreign securities. In addition, the Fund bears the risk that the issuer of any equity-linked securities may default on its obligation under the terms of the arrangement with the counterparty. Equity-linked securities are often used for many of the same purposes as, and share many of the same risks with, derivative instruments. In addition, equity-linked securities may be considered illiquid. At October 31, 2018, the Fund did not hold equity-linked securities.

Direct Investments:    The Fund may invest up to 25% of the net proceeds from its offering of its outstanding common stock in direct investments; however, the Board of Directors of the Fund has suspended additional investments in direct investments. Direct investments are generally restricted and do not have a readily available resale market. Because of the absence of any public trading market for these investments, the Fund may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices on these sales could be less than those originally paid by the Fund. Issuers whose securities are not publicly traded may not be subject to public disclosure and other investor protections requirements applicable to publicly traded securities. At October 31, 2018, the Fund did not hold Direct Investments.

 

21


Table of Contents

NOTES TO FINANCIAL STATEMENTS (continued)

 

 

 

Indemnification Obligations:    Under the Fund’s organizational documents, its Officers and Directors are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business the Fund enters into contracts that provide general indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

Security transactions and investment income:    Security transactions are recorded as of the trade date. Realized gains and losses from securities sold are recorded on the identified cost basis. Dividend income is recorded on the ex-dividend date, or, in the case of dividend income on foreign securities, on the ex-dividend date or when the Fund becomes aware of its declaration. Interest income is recorded on the accrual basis. All premiums and discounts are amortized/accreted for both financial reporting and federal income tax purposes.

Effective January 1, 2018, dividend and interest income generated in Taiwan is subject to a 21% withholding tax (20% for the period November 1, 2017 through December 31, 2017). Stock dividends received (except those which have resulted from capitalization of capital surplus) are taxable at 21% of the par value of stock dividends received (20% for the period from September 1, 2017 through December 31, 2017). The Fund records the taxes paid on stock dividends as an operating expense.

Dividends and distributions:    The Fund intends to distribute to its stockholders, at least annually, substantially all of its net investment income and any net realized capital gains. Distributions to stockholders are recorded on the ex-dividend date. Income and capital gains distributions are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future. Unless the Board of Directors elects to make distributions in shares of the Fund’s common stock, the distributions will be paid in cash, except with respect to stockholders who have elected to participate in the Fund’s Dividend Reinvestment and Cash Purchase Plan.

Federal Taxes:    It is the Fund’s policy to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended (“Code”) and to distribute to stockholders each year substantially all of its income. Accordingly, no provision for federal income tax is necessary. As of and during the period ended October 31, 2018, the Fund did not have a liability for any uncertain tax positions. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations. For the previous three years the Fund remains subject to examination by the Fund’s major tax jurisdictions, which include the United States of America and the State of Maryland. The Fund may be subject to taxes imposed by governments of countries in which it invests. Such taxes are generally based on either income or gains earned or repatriated. The Fund accrues and applies such taxes to net investment income, net realized gains and net unrealized gains as income and/or gains are earned.

The tax character of distributions the Fund made during the year ended October 31, 2018 and October 31, 2017 from ordinary income was $8,636,465 and $7,355,081, respectively.

 

22


Table of Contents

NOTES TO FINANCIAL STATEMENTS (continued)

 

 

 

Tax components of distributable earnings are determined in accordance with income tax regulations which may differ from the composition of net assets reported under GAAP. Accordingly, for the year ended October 31, 2018, the effects of certain differences were reclassified. The Fund increased undistributed net investment income by $1,735,817 and decreased accumulated net realized gain by $1,735,817. These differences were primarily due to the differing tax treatment of foreign currency and distribution redesignations. Net assets of the Fund were unaffected by the reclassifications and the calculation of net investment income per share in the Financial Highlights excludes these adjustments.

As of October 31, 2018, the components of distributable earnings on a tax basis were $2,654,648 of undistributed ordinary income and $5,834,707 of undistributed capital gains. On a tax basis, the Fund also had $2,515,343 of net unrealized depreciation on investments and currency, resulting in a total accumulated earnings of $5,974,012. During the year ended October 31, 2018 the Fund utilized $26,169,118 in capital loss carryforwards. Permanent book/tax differences relate to foreign currency gain/losses and passive foreign investment company gains and losses.

At October 31, 2018, the cost of investments for federal income tax purposes was $290,516,760. Gross unrealized appreciation of investments was $41,243,966 while gross unrealized depreciation of investments was $43,682,617, resulting in net unrealized depreciation of investments of $2,438,651.

NOTE B — ADVISORY FEE AND OTHER TRANSACTIONS

Allianz Global Investors (“AGI” or “Investment Manager”) is the investment manager for the Fund’s listed assets (“Listed Assets”) and Direct Investments. AGI receives a fee, computed weekly and payable monthly, at the following annual rates: 0.70% of the first US$315 million of the Fund’s average weekly net assets invested in Listed Assets; and 0.50% of the Fund’s average weekly net assets invested in Listed Assets in excess of US$315 million. For the year ended October 31, 2018, the Listed Assets investment management fee rate was equivalent to an annual effective rate of 0.67% of the Fund’s average weekly net assets. AGI receives a fee computed weekly and payable monthly, at an annual rate of 1.50% of the average weekly value of the Fund’s assets invested in Direct Investments, if any. For the year ended October 31, 2018, the Investment Manager was paid no fees for Direct Investments as the Fund held no such investments during the period.

No director, officer or employee of the Investment Manager or any affiliates of those entities will receive any compensation from the Fund for serving as an officer or director of the Fund.

State Street provides, or arranges for the provision of certain administrative services for the Fund, including preparing certain reports and other documents required by federal and/or state laws and regulations. The Fund pays State Street a fee that is calculated daily and paid monthly at an annual rate based on aggregate average daily assets of the Fund. The Fund also pays State Street an annual fee for certain legal administration services, including corporate secretarial services and preparing regulatory filings.

The Fund has also contracted with State Street to provide custody and fund accounting services to the Fund. For these services, the Fund pays State Street asset-based fees that vary according to the number of positions and transactions plus out-of-pocket expenses.

 

23


Table of Contents

NOTES TO FINANCIAL STATEMENTS (continued)

 

 

 

During the 2018 reporting period, legal expenses increased significantly as compared to 2017 as a result of the Fund’s involvement in litigation brought against the Fund and its Directors by one of its major stockholders and in an action brought by the Fund against that stockholder, in both cases relating to the Fund’s 2018 Annual Meeting of Stockholders and related proxy solicitation. The actions were withdrawn in July 2018 by agreement of the parties.

NOTE C — FUND SHARES

At October 31, 2018, there were 100,000,000 shares of $0.01 par value capital stock authorized, of which 15,722,675 were issued and outstanding.

NOTE D — INVESTMENT TRANSACTIONS

For the year ended October 31, 2018, the Fund’s cost of purchases and proceeds from sales of investment securities, other than short-term securities, were $177,826,324 and $201,561,487, respectively.

NOTE E — INVESTMENTS IN CHINA

The Fund’s investments in Chinese companies involve certain risks not typically associated with investments in securities of U.S. companies or the U.S. Government, including risks relating to (1) social, economic and political uncertainty; (2) price volatility, lesser liquidity and smaller market capitalization of securities markets in which securities of Chinese companies trade; (3) currency exchange fluctuations, currency blockage and higher rates of inflation; (4) controls on foreign investment and limitations on repatriation of invested capital and on the Fund’s ability to exchange local currencies for U.S. dollars; (5) governmental involvement in and control over the economy; (6) risk of nationalization or expropriation of assets; (7) the nature of the smaller, less seasoned and newly organized Chinese companies, particularly in China; and (8) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation.

NOTE F — FAIR VALUE MEASUREMENT

The Fund has adopted fair valuation accounting standards which establish a definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion of changes in valuation techniques and related inputs during the period. These inputs are summarized in the three broad levels listed below:

 

   

Level 1 — Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date;

 

   

Level 2 — Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;

 

   

Level 3 — Inputs that are unobservable.

 

24


Table of Contents

NOTES TO FINANCIAL STATEMENTS (continued)

 

 

 

The following is a summary of the inputs used as of October 31, 2018 in valuing the Fund’s investments carried at value:

ASSETS VALUATION INPUT

 

Description*

   Level 1      Level 2      Level 3      Total  

Common Stock

   $ 274,206,831      $      $      $ 274,206,831  

Collateral for Securities on Loan

     6,437,278                      6,437,278  

Short Term Investments

            7,434,000               7,434,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL INVESTMENTS

   $ 280,644,109      $ 7,434,000      $      $ 288,078,109  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

*

Please refer to the Schedule of Investments for additional security details.

NOTE G — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Fund did not enter into any derivatives transactions or hedging activities for the year ended October 31, 2018.

NOTE H — RECENT ACCOUNTING PRONOUNCEMENTS

As of November 5, 2018 pursuant to the Securities and Exchange Commission (“SEC”) Release #33-10532 “Disclosure Update and Simplification,” funds are no longer required to disclose whether distributions from earnings are either from net investment income or net realized capital gains. Funds are also not required to disclose the undistributed net investment income included in net assets at year end. The presentation for the year ended October 31, 2017 has been adjusted for this change in the Statement of Changes in Net Assets. At October 31, 2017 the distributions to stockholders from net investment income were $7,355, 081 and the undistributed net investment income included in net assets — end of year was $4,544,636.

NOTE I — SUBSEQUENT EVENT

Management has evaluated the impact of all events or transactions occurring after year end through the date these financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure other than the following:

On December 7, 2018, the Fund’s stockholders approved Matthews Asia as the Fund’s new Investment Manager. It is expected that Matthews Asia will commence managing the Fund’s portfolio on or about January 1, 2019.

 

25


Table of Contents

 

LOGO

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

To the Shareholders and Board of Directors

of The China Fund, Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of The China Fund, Inc. (the “Fund”), including the schedule of investments, as of October 31, 2018, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the Fund’s auditor since 2012.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2018 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

December 20, 2018

 

26


Table of Contents

THE CHINA FUND, INC.

Other Information (unaudited)

 

 

 

TAX INFORMATION

Foreign Taxes Credit:    The Fund designates $494,385 as foreign taxes paid and $9,537,950 as foreign source income earned for regular Federal income tax purposes.

Qualified Dividend Income:    For the fiscal year ended October 31, 2018, the Fund will designate up to the maximum amount allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for reduced tax rates. These lower rates range from 5% to 15% depending on the individual’s tax bracket. Complete information will be reported in conjunction with the Form 1099-DIV. For the year ended October 31, 2018, the Fund had $2,544,812 in Qualified Dividend Income and 0.25% of total ordinary income dividends paid qualified for the corporate dividends received deduction.

RESULTS OF THE ANNUAL STOCKHOLDER MEETING HELD ON MAY 23, 2018

 

  1.

Election of Directors — The stockholders of the Fund elected Julian Reid and Richard A. Silver as Class I directors each to serve for a term expiring on the date on which the annual meeting of stockholders is held in 2021. The stockholders of the Fund did not re-elect Joe O. Rogers and Richard Shore to serve on the Board of Directors.

 

Director

   For      Against/Withheld  

Joe O. Rogers

     3,712,015        400,251  

Richard Shore

     3,713,567        398,699  

Julian Reid

     7,709,976        41,201  

Richard A. Silver

     7,710,176        41,001  

PRIVACY POLICY

 

Privacy Notice

 

The China Fund, Inc. collects nonpublic personal information about its stockholders from the following sources:

 

☐   Information it receives from stockholders on applications or other forms; and

 

☐   Information about stockholder transactions with the Fund.

 

The Fund’s policy is to not disclose nonpublic personal information about its stockholders to nonaffiliated third parties (other than disclosures permitted by law).

 

The Fund restricts access to nonpublic personal information about its stockholders to those agents of the Fund who need to know that information to provide products or services to stockholders. The Fund maintains physical, electronic and procedural safeguards that comply with federal standards to guard its stockholders’ nonpublic personal information.

 

27


Table of Contents

THE CHINA FUND, INC.

Other Information (continued) (unaudited)

 

 

 

QUARTERLY PORTFOLIO OF INVESTMENTS

A Portfolio of Investments will be filed as of the end of the first and third quarter of each fiscal year on Form N-Q and will be available on the Securities and Exchange Commission’s website at http://www.sec.gov. Form N-Q was filed as of July 31, 2018 for the third quarter of this fiscal year and is available on the Securities and Exchange Commission’s website at www.sec.gov. Additionally, the Portfolio of Investments may be reviewed and copied at the Commission’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The quarterly Portfolio of Investments will be made available with out charge, upon request, by calling 1-888-246-2255.

CERTIFICATIONS

The Fund’s chief executive officer has certified to the New York Stock Exchange that, as of June 11, 2018, he was not aware of any violation by the Fund of applicable New York Stock Exchange corporate governance listing standards. The Fund also has included the certifications of the Fund’s chief executive officer and chief financial officer required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 in the Fund’s Form N-CSR filed with the Securities and Exchange Commission, for the period of this report.

 

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Table of Contents

DIVIDENDS AND DISTRIBUTIONS:

SUMMARY OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

 

 

 

The Fund will distribute to stockholders, at least annually, substantially all of its net investment income from dividends and interest earnings and expects to distribute any net realized capital gains annually. Pursuant to the Dividend Reinvestment and Cash Purchase Plan (the “Plan”), adopted by the Fund, each stockholder will automatically be a participant (a “Participant”) in the Plan unless Computershare Trust Company, N.A., the Plan Agent, is otherwise instructed by the stockholder in writing, to have all distributions, net of any applicable U.S. withholding tax, paid in cash. Stockholders who do not participate in the Plan will receive all distributions in cash paid by check in U.S. dollars mailed directly to the stockholder by Computershare Trust Company, N.A., as paying agent. Stockholders who do not wish to have distributions automatically reinvested should notify the Fund by contacting Computershare Trust Company, N.A. c/o The China Fund, Inc. at P.O. Box 505000 Louisville, Kentucky 40233-5000, by telephone at 1-800-426-5523 or via the Internet at www.computershare.com/investor.

Whenever the Directors of the Fund declare a capital gains distribution or an income dividend payable only in shares of the Fund’s common stock (including such a declaration that provides an option to receive cash), Participants will take such distribution or dividend entirely in shares of common stock to be issued by the Fund, and the Plan Agent shall automatically receive such shares of common stock, including fractions, for the Participant’s account.

Whenever a dividend or distribution is declared payable in cash or shares of the Fund’s common stock, the Plan will operate as follows: (i) whenever the market price per share of common stock equals or exceeds the net asset value per share at the time shares of common stock are valued for the purpose of determining the number of shares of common stock equivalent to the dividend or distribution (the “Valuation Date”), Participants will be issued shares of common stock by the Fund valued at net asset value or, if the net asset value is less than 95% of the market price on the Valuation Date, then Participants will be issued shares valued at 95% of the market price; and (ii) whenever the net asset value per share of the common stock on the Valuation Date exceeds the market price of a share of the common stock on the Valuation Date, Participants will receive shares of common stock of the Fund purchased in the open market. The Plan Agent will, as purchasing agent for the Participants, buy shares of common stock in the open market, on the New York Stock Exchange (the “Exchange”) or elsewhere, with the cash in respect of such dividend or distribution for the Participants’ accounts on, or shortly after, the payment date.

If the Fund should declare an income dividend or capital gains distribution payable only in cash, the Plan Agent will, as purchasing agent for the Participants, buy shares of common stock in the open market, on the Exchange or elsewhere, with the cash in respect of such dividend or distribution for the Participants’ accounts on, or shortly after, the payment date.

Participants in the Plan have the option of making additional payments to the Plan Agent annually, in any amount from $100 to $3,000 for investment in the Fund’s Common Stock. The Plan Agent will use all funds received from participants (as well as any dividends and capital gains distributions received in cash) to purchase Fund shares in the open market on January 15 of each year or the next trading day if January 15th is not a trading day. Participants may make voluntary cash payments by sending a check (in U.S. dollars and drawn on a U.S. Bank) made payable to “Computershare” along with a completed transaction form which is attached to each statement a Participant receives. The Plan Agent will not accept cash, traveler’s checks, money orders or third party checks. Any voluntary

 

29


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DIVIDENDS AND DISTRIBUTIONS:

SUMMARY OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (continued)

 

 

 

cash payments received more than thirty-five days prior to such date will be returned by the Plan Agent, and interest will not be paid on any such amounts. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Plan Agent, participants should send in voluntary cash payments to be received by the Plan Agent approximately two days before January 15. A participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Plan Agent not less than 48 hours before such payment is to be invested. In the event that a Participant’s check for a voluntary cash payment is returned unpaid for any reason, the Plan Agent will consider the request for investment of such funds null and void, and shall immediately remove from the Participant’s account those shares, if any, purchased upon the prior credit of such funds. The Plan Agent shall be entitled to sell shares to satisfy any uncollected amount plus any applicable fees. If the net proceeds of the sale of such shares are insufficient to satisfy the balance of such uncollected amounts, the Plan Agent shall be entitled to sell such additional shares from the Participant’s account as may be necessary to satisfy the uncollected balance.

For all purposes of the Plan: (a) the market price of shares of common stock of the Fund on a particular date shall be the last sales price on the Exchange on the close of the previous trading day or, if there is no sale on the Exchange on that date, then the mean between the closing bid and asked quotations for such stock on the Exchange on such date, (b) Valuation Date shall be the dividend or distribution payment date or, if that date is not an Exchange trading day, the next preceding trading day, and (c) net asset value per share of common stock on a particular date shall be as determined by or on behalf of the Fund.

The open-market purchases provided for above may be made on any securities exchange where the shares of common stock of the Fund are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Plan Agent shall determine. In every case the price to the Participant shall be the weighted average purchase price obtained by the Plan Agent’s broker, net of fees. Funds held by the Plan Agent will not bear interest. In addition, it is understood that the Plan Agent shall have no liability (other than as provided in the Plan) in connection with any inability to purchase shares of common stock within 30 days after the payment date of any dividend or distribution as herein provided or with the timing of any purchases effected. The Plan Agent shall have no responsibility as to the value of the shares of common stock of the Fund acquired for any Participant’s account. Whenever the Plan Agent, as purchasing agent for the Participants, is to buy shares of common stock in the open market, on the Exchange or elsewhere, with the cash in respect of a dividend or distribution, to the extent the Plan Agent is able to do so and, before the Plan Agent has completed its purchases, the market price exceeds the net asset value of the common stock, the average per share purchase price paid by the Plan Agent may exceed the net asset value of the common stock, resulting in the acquisition of fewer shares of common stock than if the income dividend or capital gains distribution had been paid in common stock issued by the Fund. The Plan Agent will apply all cash received as an income dividend or capital gains distribution to purchase shares of common stock on the open market as soon as practicable after the payment date of such dividend or capital gains distributions, but in no event later than 30 days after such date, except where necessary to comply with applicable provisions of the federal securities laws.

The Plan Agent will confirm in writing, each trade for a Participant’s account and each share deposit or share transfer promptly after the account activity occurs. The statement will show the number of shares held, the number

 

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Table of Contents

DIVIDENDS AND DISTRIBUTIONS:

SUMMARY OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (continued)

 

 

 

of shares for which dividends are being reinvested, any cash received for purchase of shares, the price per share for any purchases or sales, and any applicable fees for each transaction charged the Participant. In the event the only activity in a Participant’s account is the reinvestment of dividends, this activity will be confirmed in a statement on at least a quarterly basis. If the Fund pays an annual dividend and the only activity in a Participant’s account for the calendar year is the reinvestment of such dividend, the Participant will receive an annual statement. These statements are a Participant’s continuing record of the cost basis of purchases and should be retained for income tax purposes.

The Plan Agent will hold shares of common stock acquired pursuant to the Plan in non-certificated form in the name of the Participant for whom such shares are being held and each Participant’s proxy will include those shares of common stock held pursuant to the Plan. The Plan Agent will forward to each Participant any proxy solicitation material received by it. In the case of stockholders, such as banks, brokers or nominees, which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares certified from time to time by the stockholder as representing the total amount registered in the name of such Participants and held for the account of beneficial owners who participate in the Plan. Upon a Participant’s Internet, telephone or written request, the Plan Agent will deliver to her or him, without charge, a certificate or certificates representing all full shares of common stock held by the Plan Agent pursuant to the Plan for the benefit of such Participant.

Participants will not be charged a fee in connection with the reinvestment of dividends or capital gains distributions. The Plan Agent’s transaction fees for the handling of the reinvestment of dividends and distributions will be paid by the Fund. However, Participants will be charged a per share fee (currently $0.05) incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends or capital gains distributions and with purchases from voluntary cash payments made by the Participant. A $2.50 transaction fee and a per share fee of $0.15 will also be charged by the Plan Agent upon any request for sale. Per share fees include any brokerage commissions the Plan Agent is required to pay.

The automatic reinvestment of dividends and distributions will not relieve participants of any income tax which may be payable on such dividends and distributions. Participants will receive tax information annually for their personal records and to help them prepare their federal income tax return. For further information as to tax consequences of participation in the Plan, Participants should consult with their own tax advisors.

These terms and conditions may be amended or supplemented by the Plan Agent or the Fund at any time or times but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to the Stockholders appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by the Participants unless, prior to the effective date thereof, the Plan Agent receives written notice of the termination of a Participant’s account under the Plan. Any such amendment may include an appointment by the Plan Agent in its place and stead of a successor Plan Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Agent under these terms and conditions. Upon any such appointment of a successor Plan Agent for the purposes of receiving dividends and distributions, the Fund will be authorized to pay to such successor Plan Agent, for the Participants’ accounts, all dividends and distributions

 

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Table of Contents

DIVIDENDS AND DISTRIBUTIONS:

SUMMARY OF DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN (continued)

 

 

 

payable on the shares of common stock held in the Participants’ name or under the Plan for retention or application by such successor Plan Agent as provided in these terms and conditions.

Requests for copies of the Plan, which sets forth all of the terms of the Plan, and all correspondence concerning the Plan should be directed to Computershare Trust Company, N.A., the Plan Agent for The China Fund, Inc., in writing at P.O. Box 505000 Louisville, Kentucky 40233-5000, by telephone at 1-800-426-5523 or via the Internet at www.computershare.com/investor.

 

32


Table of Contents

Directors and Officers (unaudited)

 

 

 

The following table provides information concerning each of the Directors of the Fund. The Board of Directors is comprised of Directors who are not interested persons of the Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended. The Directors are divided into three classes, designated as Class I, Class II and Class III. The Directors in each such class are elected for a term of three years to succeed the Directors whose term of office expires. Each Director holds office until the expiration of his term and until his successor is selected and qualified.

 

Name (Age) and

Address of Directors

or Nominees for

Director

 

Position(s) Held
with Fund

 

Director
Since
(Term
Ends)

 

Principal
Occupation(s)
or Employment
During
Past Five
Years

  Number of
Funds in the
Complex (1)
Overseen by
the  Director
or Nominee
   

Other Directorships

Held by Director or
Nominee for Director in
Publicly Held
Companies

CLASS I

         

Julian Reid (74)

1 Lincoln St.

P.O. Box 5049

Boston, MA 02206-5049

  Director  

2018

(2021)

  Director and Chairman of 3a Funds Group (1998-Present); Director and Chairman of JM Properties Ltd. (2012-2015); Director of JP Morgan China Region Fund, Inc. (1997- 2017); and Director and Chairman of Prosperity Voskhod Fund Ltd. (2006-2015).     1     Director and Chairman, The Korea Fund, Inc.

Richard A. Silver (71)

1 Lincoln St.

P.O. Box 5049

Boston, MA 02206-5049

  Director  

2018

(2021)

  Manager of Silver Oak Land Trusts I, II, III, IV, V and VII, LLCs (2012-2013).     1     Director, The Korea Fund, Inc.

CLASS II

         

Michael F. Holland (73)

375 Park Avenue

New York, New York 10152

  Director  

1992

(2019)

  Chairman, Holland & Company LLC. (investment adviser) (1995-Present).     1     Director, The Holland Balanced Fund, Inc., Reaves Utility Income Fund and Blackstone Funds; Co-Chairman and Trustee, State Street Master Funds and State Street Institutional Funds and Trustee, SSgA Funds.

Li Jin (47)

204 Moss Hill Rd

Boston, MA 02130

  Director  

2013

(2019)

  Professor, Oxford University (2012-Present); Chair Professor, Peking University (2012-Present).     1     None.

 

33


Table of Contents

Directors and Officers (continued) (unaudited)

 

 

 

Name (Age) and

Address of Directors

or Nominees for

Director

 

Position(s) Held
with Fund

 

Director
Since
(Term
Ends)

 

Principal
Occupation(s)
or Employment
During
Past Five
Years

  Number of
Funds in the
Complex (1)
Overseen by
the  Director
or Nominee
   

Other Directorships

Held by Director or
Nominee for Director in
Publicly Held
Companies

Gary L. French (67)

1307 61st Street NW

Bradenton, FL 34209

  Chairman of the Board and Director  

2013

(2019)

  Real estate investor; Manager Member, Warners Bayou Investments I, LLC and Palma Sola Investments I, LLC (2011-Present); Senior Consultant, Regulatory Fundamentals Group (development and distribution of software and related consulting services) (2011-2017).     1    

Independent Trustee, J.P. Morgan Exchange—

Traded Fund Trust (2014-present).

CLASS III

         

William C. Kirby (67)

Harvard University

CGIS South Building

1730 Cambridge Street

Cambridge, MA 02138

  Director  

2007

(2020)

  T.M Chang Professor of China Studies (2006-Present); Spangler Family Professor of Business Administration (2006-Present); Chairman, Harvard China Fund (2006-Present); Harvard University Distinguished Service Professor (2006-Present); Director, John K. Fairbank Center for Chinese Studies, Harvard University (2006-2014).     1    

Chairman, The Taiwan Fund, Inc.

(2016-present); Director, Cabot Corporation.

Linda C. Coughlin (65)

10 Delia Drive

Holderness, NH 03245

  Director  

2015

(2020)

  Founder and CEO, Great Circle Associates, LLC (management consultation)
(2008-present).
    1     None.

 

(1)

The term “Fund Complex” means two or more registered investment companies that share the same investment adviser or principal underwriter or hold themselves out to investors as related companies for the purposes of investment and investor services.

 

34


Table of Contents

Directors and Officers (continued) (unaudited)

 

 

 

Officers of the Fund

The following table provides information concerning each of the officers of the Fund.

 

Name (Age) and

Address of Officers

 

Position(s) Held
with Fund

  

Officer

Since

  

Principal Occupation(s) or Employment
During Past Five Years

Joseph Quirk (49)

Allianz Global Investors U.S. LLC

1633 Broadway

New York, NY 10019

  President    2014    Managing Director and Head of Fund Operations for Allianz Global Investors (2008-Present).

Patrick Keniston (54)

Foreside Fund Officer Services, LLC

Three Canal Plaza, Suite 100

Portland, ME 04101

  Chief Compliance Officer    2011    Managing Director, Foreside Fund Officer Services, LLC (2008-Present).

Monique Labbe (44)

Foreside Fund Officer Services, LLC

10 High Street #302

Boston, MA 02210

  Treasurer    2015    Senior Director, Foreside Fund Officer Services, LLC (2014-present); Principal/Assistant Vice President, State Street Global Advisers (2012-2014).

Brian Link (46)

100 Summer Street, SUM0703

Boston, MA 02111

  Secretary    2014    Vice President and Managing Counsel, State Street Bank and Trust Company (2007-Present).

 

35


Table of Contents

THE CHINA FUND, INC.

 

 

 

United States Address

The China Fund, Inc.

c/o State Street Bank and Trust Company

1 Lincoln St.

P.O. Box 5049

Boston, MA 02206-5049

1-888-CHN-CALL (246-2255)

Directors and Officers

Gary L. French, Chairman of the Board and Director

Michael F. Holland, Chairman of the Audit Committee and Director

William Kirby, Chairman of the Nominating & Compensation Committee and Director

Li Jin, Director

Linda C. Coughlin, Director

Julian Reid, Director

Richard A. Silver, Director

Joseph Quirk, President

Patrick Keniston, Chief Compliance Officer

Monique Labbe, Treasurer

Brian Link, Secretary

Investment Manager

Allianz Global Investors U.S. LLC

Shareholder Servicing Agent

AST Fund Solutions

Administrator, Accounting Agent and Custodian

State Street Bank and Trust Company

Transfer Agent, Dividend Paying Agent and Registrar

Computershare Trust Company, N.A.

Independent Registered Public Accounting Firm

Tait, Weller & Baker, LLP

Legal Counsel

Clifford Chance US LLP

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that from time to time the Fund may purchase shares of its common stock in the open market at prevailing market prices.


Table of Contents
Item 2.

Code of Ethics.

 

(a)

The China Fund, Inc. (the “Fund”) has adopted a Code of Ethics that applies to the Fund’s principal executive officer and principal financial officer.

 

(c)

There have been no amendments to the Fund’s Code of Ethics during the reporting period for this Form N-CSR.

 

(d)

There have been no waivers granted by the Fund to individuals covered by the Fund’s Code of Ethics during the reporting period for this Form N-CSR.

 

(f)

A copy of the Fund’s Code of Ethics is attached as exhibit 13(a)(1) to this Form N-CSR.

 

Item 3.

Audit Committee Financial Expert.

 

(a)    (1)

The Board of Directors of the Fund has determined that the Fund has one member serving on the Fund’s Audit Committee that possesses the attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as “audit committee financial experts.”

 

  (2)

The name of the audit committee financial expert is Gary L. French. Mr. French has been deemed to be “independent” as that term is defined in Item 3(a)(2) of Form N-CSR.

 

Item 4.

Principal Accountant Fees and Services.

(a)    Audit Fees

For the fiscal year ended October 31, 2018, Tait, Weller & Baker LLP (“Tait Weller”), the Fund’s independent registered public accounting firm, billed the Fund aggregate fees of US$69,500 for professional services rendered for the audit of the Fund’s annual financial statements.

For the fiscal year ended October 31, 2017, Tait Weller, the Fund’s independent registered public accounting firm, billed the Fund aggregate fees of US$79,500 for professional services rendered for the audit of the Fund’s annual financial statements.

(b)    Audit-Related Fees

For the fiscal year ended October 31, 2018, Tait Weller did not bill the Fund any fees for assurances and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements and are not reported under the section Audit Fees above.

For the fiscal year ended October 31, 2017, Tait Weller did not bill the Fund any fees for assurances and related services that are reasonably related to the performance of the audit or review of the Fund’s financial statements and are not reported under the section Audit Fees above.

(c)    Tax Fees

For the fiscal year ended October 31, 2018, Tait Weller billed the Fund aggregate fees of US$13,000 for professional services rendered for tax compliance, tax advice, and tax planning. The nature of the services comprising the Tax Fees was the review of the Fund’s income tax returns and tax distribution requirements.


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For the fiscal year ended October 31, 2017, Tait Weller billed the Fund aggregate fees of US$13,000 for professional services rendered for tax compliance, tax advice, and tax planning. The nature of the services comprising the Tax Fees was the review of the Fund’s income tax returns and tax distribution requirements.

(d)    All Other Fees

For the fiscal year ended October 31, 2018, Tait Weller did not bill the Fund for other fees.

For the fiscal year ended October 31, 2017, Tait Weller did not bill the Fund for other fees.

(e)    The Fund’s Audit Committee Charter requires that the Audit Committee pre-approve all audit and non-audit services to be provided to the Fund by the Fund’s independent registered public accounting firm; provided, however, that the preapproval requirement with respect to the provision of non-auditing services to the Fund by the Fund’s independent accountants may be waived by the Audit Committee under the circumstances described in the Securities Exchange Act of 1934, as amended (the “1934 Act”).

All of the audit and tax services described above for which Tait Weller billed the Fund fees for the fiscal years ended October 31, 2018, were pre-approved by the Audit Committee.

All of the audit and tax services described above for which Tait Weller billed the Fund fees for the fiscal year ended October 31, 2017, were pre-approved by the Audit Committee.

For the fiscal years ended October 31, 2018 and October 31, 2017, the Fund’s Audit Committee did not waive the pre-approval requirement of any non-audit services to be provided to the Fund by Tait Weller.

(f)    Not applicable.

(g)    For the fiscal year ended October 31, 2018, Tait Weller did not bill the Fund any non-audit fees. For the fiscal year ended October 31, 2018, Tait Weller did not provide any non-audit services to Allianz Global Investors U.S. LLC (“AGI,” or the “Investment Adviser”) or any other entity in the Fund’s Investment Company Complex.

For the fiscal year ended October 31, 2017, Tait Weller did not bill the Fund any non-audit fees. For the fiscal year ended October 31, 2017, Tait Weller did not provide any non-audit services to AGI or any other entity in the Fund’s Investment Company Complex.

(h)    Tait Weller notified the Fund’s Audit Committee of all non-audit services that were rendered by Tait Weller to the Fund’s Investment Adviser and any entity controlling, controlled by, or under common control with the Investment Adviser that provides ongoing services to the Fund that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, allowing the Fund’s Audit Committee to consider whether such services were compatible with maintaining Tait Weller’s independence.

 

Item 5.

Audit Committee of Listed Registrants.

(a)    The Fund has a separately-designated audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The members of the Fund’s audit committee are Linda C. Coughlin, Gary L. French, Michael F. Holland, Li Jin, William C. Kirby, Julian Reid and Richard A. Silver.


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Item 6.

Investments.

(a)    Schedule of Investments is included as part of Item 1.

(b)    Not applicable.

 

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Investment Companies.

Attached to this Form N-CSR as exhibit 13(a)(4) are copies of the proxy voting policies and procedures of the Fund and its Investment Adviser.

 

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) As of December 28, 2018, the portfolio manager of the registrant is as follows:

Christina Chung

Managing Director, Senior Portfolio Manager

Investment experience: 29 Years

Ms. Chung joined the firm in 1998 and has been a managing director since January 2010. She is head of the Greater China Equity Team and lead manager of the Hong Kong, China and Greater China equity mandates. The Hong Kong and China Funds that she manages have won industry recognition and awards for consistent strong performance. She has 29 years’ experience in managing Asian regional and single country portfolios for both institutional and retail accounts. Before joining the Group, she was a senior portfolio manager with Royal Bank of Canada Investment Management. Prior to that, she was a portfolio manager with Search International and an economist with HSBC Asset Management. Christina was educated in Canada. She attained a Bachelor of Administration from Brock University, followed by an M.A. in Economics from the University of Alberta. She became a Certified Management Accountant in 1992 and qualified as a chartered financial analyst, AIMR, in 1995.

(a)(2)

Christina Chung

As of October 31, 2018, Ms. Chung managed and advised seven mutual funds with a total of approximately US$2,095 million in assets and 10 other accounts with a total of approximately US$1,156 million in assets. Of these other accounts, one account, with a total of approximately US$246 million in assets, is entitled to performance based fees.

Ms. Chung is also the co-manager of two other accounts with a total of approximately US$261 million in assets.

Conflicts of Interest:

Equitable treatment of client monies is a fundamental principle of AGI investment management business. AGI believes that the management of potential conflicts of interest is germane to the business, regardless of its client mix and fund types.

Ms. Chung’s simultaneous management of the Fund and the other accounts noted above may present actual or apparent conflicts of interest with respect to the allocation and aggregation of securities orders


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placed on behalf of the Fund and the other accounts. AGI has adopted procedures and methodology to demonstrate effective conflict management. It believes that sufficient controls, policies and systems are in place to address such conflicts.

Its suite of compliance and investment policies are designed to address those practices within AGI that could cause conflicts of interest across all client funds. The firm has policies, systems and controls in place to identify potential conflicts between itself and its clients, as well as between one client and another, to achieve consistent treatment of conflicts of interest throughout its business. It aims to manage conflicts of interest that may arise with an aim, as far as practicable, that such conflicts do not adversely affect the interests of its clients.

AGI reviews its internal policies regularly and will notify clients of any material changes, as and when they occur.

Compensation:

AGI’s compensation system is designed to support its corporate values and culture. While it acknowledges the importance of financial incentives and seek to pay top quartile remuneration for top quartile performance, it also believes that compensation is only one of a number of critically important elements that allow the emergence of a strong, winning culture that attracts, retains and motivates talented investors and teams.

The primary components of compensation are the base salary and an annual discretionary variable compensation payment. This variable compensation component typically comprises a cash bonus that pays out immediately as well as a deferred component, for members of staff whose variable compensation exceeds a certain threshold. The deferred component for most recipients would be a notional award of the Long Term Incentive Programme (LTIP); for members of staff whose variable compensation exceeds an additional threshold, the deferred compensation is itself split 50%/50% between the aforementioned LTIP and a Deferral into Funds programme (DIF). Currently, the marginal rate of deferral of the variable compensation can reach 50% for those in the highest variable compensation bracket. Overall awards, splits and components are regularly reviewed to ensure they meet industry best practice and, where applicable, at a minimum comply with regulatory standards.

Base salary typically reflects scope, responsibilities and experience required in a particular role, be it on the investment side or any other function in our company. Base compensation is regularly reviewed against peers with the help of compensation survey data. Base compensation is typically a greater percentage of total compensation for more junior positions, while for the most senior roles it will be a comparatively small component, often capped and only adjusted every few years.

Discretionary variable compensation is primarily designed to reflect the achievements of an individual against set goals, over a certain time period. For an investment professional these goals will typically be 70% quantitative and 30% qualitative. The former will reflect a weighted average of investment performance over a three-year rolling time period (one-year (25%) and three year (75%) results) and the latter reflects contributions to broader team goals, contributions made to client review meetings, product development or product refinement initiatives. Portfolio managers have their performance metric aligned with the benchmarks of the client portfolios they manage.

The LTIP element of the variable compensation, cliff vests three years after each (typically annual) award. Its value is directly tied to the operating result of AGI over the three year period of the award.


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The DIF element of the variable compensation, cliff vests three years after each (typically annual) award and enables these members of staff to invest in a range of AGI funds (Investment Professionals are encouraged to invest into their own funds or funds where they may be influential from a research or product group relationship perspective). Again, the value of the DIF awards is determined by the growth of the fund(s) value over the three year period covering each award.

Assuming an annual deferral of 33% over a three year period, a typical member of staff will have roughly one year’s variable compensation (3x33%) as a deferred component ‘in the bank.’ Three years after the first award, and for as long as deferred components were awarded without break, cash payments in each year will consist of the annual cash bonus for that current year’s performance as well as a pay-out from LTIP/DIF commensurate with the prior cumulative three-year performance.

There exist a small number of revenue sharing arrangements that generate variable compensation for specialist investment teams, as well as commission payments for a limited number of members of staff in distribution. The overwhelming majority of these payments are subject to the same deferral rules and deferred instruments as described above for the discretionary compensation scheme.

Ownership of Securities: The following table sets forth, for each portfolio manager, the aggregate dollar range of the registrant’s equity securities beneficially owned as of October 31, 2018.

 

Portfolio Manager

   Dollar Range of Fund Shares Beneficially Owned

Christina Chung

  

None

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

During the six month period ended October 31, 2018, the Fund did not purchase any of its equity securities.

 

Item 10.

Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Directors during the period covered by this Form N-CSR filing.

 

Item 11.

Controls and Procedures.

 

(a)

The registrant’s principal executive and principal financial officers have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of this Form N-CSR based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the 1934 Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).

 

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


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Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

(a)

 

(1) Gross income from securities lending activities

   $ 661,268  

(2) Fees and/or compensation for securities lending activities and related services

  

Fees paid to securities lending agent from a revenue split

   $ 94,327  

Fees paid for cash collateral management services (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split

   $ 2,482  

Administrative fees that are not included in the revenue split

     —    

Indemnification fee not included in the revenue split

     —    

Rebates paid to borrowers;

   $ 74,939  

Other fees relating to the securities lending program not included in the revenue split

     —    

(3) Aggregate fees/compensation for securities lending activities and related services

   $ 171,748  

(4) Net income from securities lending activities

   $ 489,520  

 

(b)

The Fund may lend up to 33 1/3% of the Fund’s total assets held by State Street Bank and Trust Company (“State Street”) as custodian to certain qualified brokers, except those securities which the Fund or the Investment Manager specifically identifies as not being available. By lending its investment securities, the Fund attempts to increase its net investment income through the receipt of interest on the loan. Any gain or loss in the market price of the securities loaned that might occur and any interest or dividends declared during the term of the loan would accrue to the account of the Fund. Risks of delay in recovery of the securities or even loss of rights in the collateral may occur should the borrower of the securities fail financially. Risks may also arise to the extent that the value of the collateral decreases below the value of the securities loaned. Upon entering into a securities lending transaction, the Fund receives cash or other securities as collateral in an amount equal to or exceeding 100% of the current market value of the loaned securities with respect to securities of the U.S. government or its agencies, 102% of the current market value of the loaned securities with respect to U.S. securities and 105% of the current market value of the loaned securities with respect to foreign securities. Any cash received as collateral is generally invested by State Street, acting in its capacity as securities lending agent (the “Agent”), in the State Street Navigator Securities Lending Government Money Market Portfolio. Non-cash collateral is not disclosed in the Fund’s Statement of Assets and Liabilities as it is held by the lending agent on behalf of the Fund and the Fund does not have the ability to re-hypothecate those securities. A portion of the dividends received on the collateral may be rebated to the borrower of the securities and the remainder is split between State Street, as the securities lending agent, and the Fund.


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Item 13.

Exhibits.

 

(a)(1)   Code of Ethics is attached hereto in response to Item 2(f).
(a)(2)   The certifications required by Rule 30a-2 of the 1940 Act are attached hereto.
(a)(3)   Not applicable.
(a)(4)   Proxy voting policies and procedures of the Fund and its investment adviser are attached hereto in response to Item 7.
(b)   The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

THE CHINA FUND, INC.
By:  

/s/ Joseph S. Quirk

  Joseph S. Quirk
  President of The China Fund, Inc.
Date:   December 28, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Joseph S. Quirk

  Joseph S. Quirk
  President of The China Fund, Inc.
Date:   December 28, 2018
By:  

/s/ Monique Labbe

  Monique Labbe
  Treasurer of The China Fund, Inc.
Date:   December 28, 2018

Exhibit 13(a)(1)

The China Fund, Inc.

CODE OF CONDUCT FOR PRINCIPAL EXECUTIVE AND

SENIOR FINANCIAL OFFICERS

 

I.

Covered Officers/Purpose of the Code

This Code of Conduct (the “Code”) shall apply to the China Fund, Inc.’s (the “Fund”) Principal Executive Officer, Principal Financial Officer, Controller, Principal Accounting Officer and persons performing similar functions (the “Covered Officers”) for the purpose of promoting:

 

   

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

   

full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;

 

   

compliance with applicable laws and governmental rules and regulations;

 

   

the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

   

accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

 

II.

Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund. Covered Officers must avoid conduct that conflicts, or appears to conflict, with their duties to the Fund. All Covered Officers should conduct themselves such that a reasonable observer would have no grounds for belief that a conflict of interest exists. Covered Officers are not permitted to self-deal or otherwise to use their positions with the Fund to further their own or any other related person’s business opportunities.

This Code does not, and is not intended to, repeat or replace the programs and procedures or codes of ethics of the Fund’s investment adviser or distributor.

 

1


Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Fund and its service providers, including investment adviser or administrator, of which the Covered Officers may be officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Fund, the investment adviser or administrator, or other service providers), be involved in establishing policies and implementing decisions that will have different effects on the service providers and the Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and its service providers and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the Investment Company Act of 1940, as amended (“Investment Company Act”) and the Investment Advisers Act of 1940, as amended (“Investment Advisers Act”), such activities will be deemed to have been handled ethically. In addition, it is recognized by the Fund’s Board of Directors (the “Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by other codes.

The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.

*                 *                 *                 *

Each Covered Officer must not:

 

   

use his personal influence or personal relationship improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

 

   

cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; or

 

   

retaliate against any other Covered Officer or any employee of the Fund or its affiliated persons for reports of potential violations by the Fund of applicable rules and regulations that are made in good faith.

Each Covered Officer must discuss certain material conflict of interest situations with the Fund’s Audit Committee. Examples of such situations include:

 

   

service as a Director, general partner, or officer of any unaffiliated business organization. This rule does not apply to charitable, civic, religious, public, political, or social organizations, the activities of which do not conflict with the interests of the Fund;

 

   

the receipt of any non-nominal gifts;

 

   

the receipt of any entertainment from any company with which the Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as raise any question of impropriety;

 

2


   

any ownership interest in, or any consulting or employment relationship with, any of the Fund’s service providers, other than its investment adviser, administrator, transfer agent, custodian or any affiliated person thereof; and

 

   

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

 

III.

Disclosure and Compliance

 

   

Each Covered Officer will monitor the compliance of the Fund and the Fund’s service providers with federal or state statutes, regulations or administrative procedures that affect the operation of the Fund.

 

   

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund’s Board, Fund’s Audit Committee and the Fund’s independent auditors, and to governmental regulators and self-regulators and self-regulatory organizations.

 

   

Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Fund and its service providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund.

 

   

It is the responsibility of each covered officer to promote and encourage professional integrity in all aspects of the Fund’s operations.

 

IV.

Reporting and Accountability

Each Covered Officer must:

 

   

upon adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), sign and return a report in the form of Exhibit A to the Fund’s compliance officer affirming that he or she has received, read, and understands the Code;

 

   

annually sign and return a report in the form of Exhibit B to the Fund’s compliance officer as an affirmation that he or she has complied with the requirements of the Code; and

 

3


   

notify the Fund’s Audit Committee promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The Fund’s Audit Committee is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation including any approvals or waivers sought by the Covered Persons.

The Audit Committee will follow these procedures in investigating and enforcing this Code:

 

   

The Audit Committee will take all appropriate actions to investigate any potential violations reported to the Committee.

 

   

If, after such investigation, the Audit Committee believes that no violation has occurred, the Audit Committee is not required to take any further action.

 

   

Any matter that the Audit Committee believes is a violation of this Code will be reported to the full Board.

 

   

If the Board concurs that a violation has occurred, it will notify the appropriate personnel of the applicable service provider and may dismiss the Covered Officer as an officer of the Fund.

 

   

The Audit Committee will be responsible for granting waivers of provisions of this Code, as appropriate.

 

   

Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

V.

Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Fund, the Fund’s investment adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Fund’s, investment adviser’s and principal underwriter’s codes of ethics under Rule 17j-1 under the Investment Company Act and the investment adviser’s more detailed policies and procedures are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

VI.

Amendments

Any amendments to this Code must be approved or ratified by a majority vote of the Board, including a majority of Independent Directors.

 

4


VII.

Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fund’s Board or Audit Committee.

 

VIII.

Internal Use

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of Fund, as to any fact, circumstance, or legal conclusion.

Approved on: September 12, 2003

Amended on: June 22, 2011

 

5


EXHIBIT A

INITIAL CERTIFICATION FORM

This is to certify that I have read and understand the Code of Ethics for Principal Executive and Senior Financial Officers of the The China Fund, Inc., dated September 12, 2003, as amended, and that I recognize that I am subject to the provisions thereof and will comply with the policy and procedures stated therein.

 

Please sign your name here:  

 

 
Please print your name here:  

 

 
Please date here:  

 

 

 

6


EXHIBIT B

ANNUAL CERTIFICATION FORM

This is to certify that I have read and understand the Code of Ethics for Principal Executive and Senior Financial Officers of The China Fund, Inc., dated September 12, 2003, as amended (the “Code”), and that I recognize that I am subject to the provisions thereof and will comply with the policy and procedures stated therein.

This is to further certify that I have complied with the requirements of the Code during the period of                      through                     .

 

Please sign your name here:  

 

 
Please print your name here:  

 

 
Please date here:  

 

 

 

7

Exhibit 13(a)(2)

I, Joseph S. Quirk, President of The China Fund, Inc., certify that:

 

1.

I have reviewed this report on Form N-CSR of The China Fund, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the most recent fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and


  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:   December 28, 2018
By:  

/s/ Joseph S. Quirk

  Joseph S. Quirk
  President (principal executive officer) of The China Fund, Inc.


I, Monique Labbe, Treasurer of The China Fund, Inc., certify that:

 

1.

I have reviewed this report on Form N-CSR of The China Fund. Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the most recent fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and


  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:   December 28, 2018
By:  

/s/ Monique Labbe

  Monique Labbe
  Treasurer (principal financial officer) of The China Fund, Inc.

Exhibit 13(a)(4)

ALLIANZ GLOBAL INVESTORS U.S. LLC

PROXY VOTING GUIDELINES

AND PROCEDURES

JANUARY, 2018


Table of Contents

 

Policy Statement

     page 3  

Proxy Voting Procedures

     page 4  

Mitigating Conflicts of Interest

     page 4  

Cost-Benefit Analysis Involving Voting Proxies

     page 5  

Proxy Voting Guidelines

     Schedule A  


Policy Statement

Allianz Global Investors (“AllianzGI”) typically votes proxies on behalf of client accounts pursuant to its discretionary investment management authority, unless a client has not granted voting authority to AllianzGI. AllianzGI seeks to exercise its proxy voting responsibilities in accordance with its fiduciary duties, and has designed these policies and procedures to meet applicable fiduciary standards. Thus, AllianzGI seeks to vote client account proxies in a manner consistent with the best interests of its clients. These policies and procedures do not apply to any client account proxies for which such client has either (a) explicitly retained authority and discretion to vote its own proxies or (b) delegated such authority and discretion to a third party. AllianzGI assumes no responsibility for the voting of any proxies on behalf of such clients.

AllianzGI has adopted the Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy (the “Proxy Guidelines”), attached hereto as Schedule A, which are reasonably designed to ensure that proxy voting is conducted in the best interest of our clients. The Proxy Guidelines provide a general framework for our proxy voting analysis and are intended to address the most significant and frequent voting issues that arise at our investee companies’ shareholder meetings. However, the Proxy Guidelines are not intended to be rigid rules, and AllianzGI’s consideration of the merits of a particular proposal may cause AllianzGI to vote in a manner that deviates from the approach set forth in the Proxy Guidelines.


Proxy Voting Procedures

AllianzGI has retained one or more unaffiliated third party proxy research and voting service providers (“Proxy Voting Service”), to assist it in researching and voting proxies. With respect to each proxy received, the Proxy Voting Service researches the ballot proposals and provides a recommendation to AllianzGI as to how to vote on each proposal based on the Proxy Voting Service’s research of the individual facts and circumstances and the Proxy Voting Service’s application of its research findings to the Proxy Guidelines.

In some cases a portfolio manager, research analyst or proxy analyst from the Global ESG team may propose to override a policy recommendation made by the Proxy Voting Service. In such cases, AllianzGI will review the proxy to determine whether there is a material conflict between the interests of AllianzGI (including the employee proposing the vote) and the interests of AllianzGI’s clients. If a material conflict does exist, AllianzGI will seek to address the conflict in good faith and in the best interests of the applicable client accounts, as described more fully below. In the absence of a material conflict, the proxy will be reviewed by a proxy analyst and the relevant portfolio managers and/or research analysts and, from time to time as may be necessary, the Head of ESG Research (or equivalent), to determine how the proxy will be voted.

Mitigating Conflicts of Interest

AllianzGI has adopted and implemented policies and procedures, including the procedures described in this document, which are reasonably designed to ensure that client account proxies are voted in the best interest of clients. Such policies and procedures are in part designed to identify and address material conflicts of interest that may arise between the interests of AllianzGI and its clients, as well as identify material conflicts of interest that portfolio managers, proxy analysts and research analysts may have, to ensure any such conflicted individuals refrain from participating in the proxy voting process or that the conflicts are otherwise mitigated. With respect to personal conflicts of interest, AllianzGI’s Code of Ethics requires all employees to conduct themselves with integrity and distinction, to put first the interests of the firm’s clients, and to take care to avoid even the appearance of impropriety. Portfolio managers, research analysts, proxy analysts, or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.

With respect to the voting process, as described above, most votes are based on the independent recommendation of the unaffiliated, third party Proxy Voting Service, which recommendations are in turn based on the Proxy Voting Service’s independent review and research of each proxy and its independent application of the Proxy Guidelines.

In those cases in which a proxy analyst, portfolio manager or research analyst proposes to override a policy recommendation made by the Proxy Voting Service or the Proxy Voting Service has not provided a recommendation, the proxy analyst and relevant portfolio managers and/or research analysts will review the proxy to ensure any recommendation appears based on a


sound investment rationale and assess whether any business or other relationship, or any other potential conflict of interest, may be influencing the proposed vote on that company’s proxy. In the event a material conflict is identified, AllianzGI will convene the Proxy Committee to review the proxy and make a decision how to vote. Proposed votes that raise potential material conflicts of interest are promptly resolved by the Proxy Committee prior to the time AllianzGI casts its vote.

As a further safeguard, while AllianzGI includes members from different parts of the organization on the Proxy Committee, AllianzGI does not include individuals whose primary duties relate to client relationship management, marketing, or sales. Finally, any voting decision by the Proxy Committee must include a vote from a member of at least one of the Risk, Legal, or Compliance functions.

AllianzGI may vote proxies in accordance with other relevant procedures that have been approved and implemented to address specific types of conflicts. For example, when a material conflict between the interests of AllianzGI and its clients has been identified, AllianzGI may abstain from voting.

Cost-Benefit Analysis Involving Voting Proxies

AllianzGI may abstain from voting client proxies if, based on its evaluation of relevant criteria, it determines that the costs associated with voting a proxy exceed the expected benefits to affected clients. The primary aim of this cost-benefit analysis is to determine whether it is in a client’s best economic interest to vote its proxies. If the costs associated with voting a proxy outweigh the expected benefit to the client, AllianzGI may refrain from voting that proxy.

The circumstances under which AllianzGI may refrain from voting may include, but are not limited to, the following: (1) proxy statements and ballots being written in a foreign language, (2) untimely notice of a shareholder meeting, (3) requirements to vote proxies in person, (4) restrictions on a foreigner’s ability to exercise votes, and (5) requirements to provide local agents with power of attorney to execute the voting instructions. Such proxies are voted on a best-efforts basis.

Proxy voting in certain countries requires “share blocking.” To vote proxies in such countries, shareholders must deposit their shares shortly before the date of the meeting with a designated depositary and the shares are then restricted from being sold until the meeting has taken place and the shares are returned to the shareholders’ custodian banks. Absent compelling reasons, AllianzGI believes the benefit to its clients of exercising voting rights does not outweigh the effects of not being able to sell the shares. Therefore, if share blocking is required AllianzGI generally abstains from voting.

AllianzGI will be unable to vote securities on loan under securities lending arrangements into which AllianzGI’s clients have entered. However, under rare circumstances such as voting issues that may have a significant impact on the investment, if the client holds a sufficient number of shares to have a material impact on the vote, AllianzGI may request that the client recall securities that are on loan if it determines that the benefit of voting outweighs the costs and potential lost revenue to the client and the administrative burden of retrieving the securities.


Schedule A

Allianz Global Investors

Global Corporate Governance Guidelines

and Proxy Voting Policy


LOGO


LOGO

 

With an integrated investment platform consisting of over 600 investment professionals, we cover all major business centres and growth markets. Our global capabilities are delivered through local teams to ensure best-in-class service.

Our parent company, Allianz SE, is one of the leading financial service providers worldwide. Allianz SE operates in 70 countries, serving more than 86 million customers around the globe.

AllianzGI has implemented policies and procedures that it believes are reasonably designed to ensure AllianzGI satisfies its fiduciary obligation to vote proxies in the best interests of its clients. Based on that fiduciary obligation, AllianzGI has adopted the Global Corporate Governance Guidelines (“Guidelines”) described in this document. The Guidelines provide a general framework for our proxy voting analysis and are intended to address the most significant and frequent voting issues that arise at our investee companies’ shareholder meetings.

However, the Guidelines are not rigid rules and AllianzGI’s consideration of the merits of a particular proposal may cause AllianzGI to vote in a manner that deviates from the Guidelines. AllianzGI invests time and resources evaluating corporate governance and proxy voting issues on a case-by-case basis. These decisions take into account companies’ explanations of their governance structures and practices, variances across markets in regulatory and legal frameworks, best practices, and disclosure regimes. Our votes are cast in the long-term interest of the company and its investors, following analysis of the impact each issue will have on long-term investment value.

AllianzGI is committed to and actively encourages open dialogue with investee companies on corporate governance, proxy voting and broader sustainability issues in advance of shareholder meetings. Our approach to proxy voting and company engagement is set out in AllianzGI’s Stewardship Statement, which also explains how we manage conflicts of interests that may arise in relation to our stewardship activities.

 


LOGO

 

While these Guidelines were drafted to apply globally, differences in local laws and regulations, standards, practices or client requirements may result in different votes by the AllianzGI entities. Each of the AllianzGI entities has the sole discretion to vote proxies in the best interests of its clients, independently of influence, either directly or indirectly, by parent or other affiliated companies. The Guidelines represent the views and guidance of AllianzGI as at the date of publication and are subject to change at any time.

    

 

 

3


Global Corporate Governance Guidelines

 

Board of Directors

 

Role, composition and effectiveness

Composition and effectiveness of the board of directors is fundamental to robust corporate governance practices at public companies and is of utmost importance to investors. The key responsibilities of the board include: setting and testing strategies proposed by the executive and overseeing its execution, determining risk appetite for the business, ensuring independence and effectiveness of external audit, succession planning for both the executive and the board as a whole, and creating a culture that promotes desired behaviours and encourages employees to act with integrity.

The term “board” in this document covers the unitary board, the two-tier board and the unitary board supported by an executive body whose members may or may not be members of the public company board. In companies with a two-tier board structure, the term “executive director” applies to Management Board members, and the term “non-executive director” applies to Supervisory Board members.

The composition of a board of directors will vary based on the board structure and the legal and regulatory framework applicable to the company. A company’s ownership structure is another powerful factor that can shape the composition of its board. Notwithstanding these differences, we believe there are certain universal principles which help to create effective company boards that lead and

contribute to long-term value creation. This is in the interests of both the company’s investors and other key stakeholders. We, therefore expect boards of all companies to:

 

  Have a requisite mix of competences, skills and experience to provide effective supervision and advice to the management across all aspects of the company’s activities that are critical to the success of the business.

 

  Exhibit essential diversity attributes determined by key characteristics of the business, including its products/ services, geography of operations, demographics of customer base and workforce, as well as existing and emerging areas of risk and technological developments. Boards should aim for a diversity of perspectives and experience, including professional experience, gender, psychological type, ethnicity, as well as national, cultural and social background that would add value to board and management deliberations and decision-making.

 

  Include an adequate number of high quality independent directors with sufficient powers to protect the interests of unaffiliated investors and other stakeholders in situations where conflicts of interests might arise.

 

  Ensure that board size, composition and processes are optimal for maximum board effectiveness, finding a balance between continuity and fresh perspectives and taking timely action to address emerging issues through board refreshment.
  Ascertain that all board members have sufficient time and energy to fulfill their responsibilities towards the company, its investors and other stakeholders, both under normal circumstances and in extraordinary situations that may pose significant additional demands on directors’ time.

 

  Establish accountability of all board members to shareholders through regular board elections and dialogue with investors, and ensure directors have direct exposure to other key stakeholders as appropriate.

AllianzGI’s normal expectations of board composition and practices are set out below. However, we understand that each company’s circumstances are unique and will be keen to learn how their governance policies and practices benefit the business, investors and, where applicable, broader stakeholders, and how potential governance risks are addressed.

Size, independence and diversity

AllianzGI believes that for maximum effectiveness a board should include between five and 15 directors and up to 20 directors for companies with co-determination structures. We accept, however, that an optimal board size depends on the company’s circumstances and a larger or a smaller board may be appropriate. Therefore, we will be looking at the board composition and processes before making voting decisions.

 

 

4


Global Corporate Governance Guidelines

 

In companies with unitary board structures, AllianzGI advocates a good balance between executive and non-executive directors. We generally see it as a healthy practice for companies to have more than one executive director on the board. It is also helpful for investors to understand how the board interacts with senior management outside of formal board meetings.

AllianzGI places great importance on having a critical mass of unquestionably independent directors on the board to ensure that minority interests are protected and conflicts of interests are managed effectively at all times. In general, we expect widely held companies to have a majority of independent directors on the board. We believe that boards of controlled companies, companies with co-determination structures and smaller public companies should aim for the same standard; however, where this is not achievable, our expectation is for a minimum of one-third independent directors. In our view, a minimum of one-third independence provides the necessary balance between objectivity, protection of minority interests and flexibility to shape an effective board that both reflects the company’s ownership structure and helps the company achieve its business objectives. This is the standard we also apply in emerging markets, where it is more difficult to achieve majority independent boards.

AllianzGI believes that directors’ independence can be affected by several circumstances, including the following:

 

  Current employment by the company;

 

  Previous executive position at the company (a long “cooling off” period for former executives reduces the governance risk associated with their appointment to the board in a non-executive capacity, and may be considered a mitigating factor);

 

  Close family ties with the company’s directors, senior employees or advisors;

 

  Board tenure of more than 12 years;

 

  Cross-directorships or significant links with other directors (e.g. interlocking boards);
  Large shareholding (³5%) or affiliation with a special interest group (e.g. trade unions, government, affiliated companies, etc.);

 

  Significant commercial involvement with the company as professional advisers, major suppliers or customers; or

 

  Entitlement to performance-related pay, stock options, pensions, or receiving benefits in the form of large donations to charitable causes of their choice.

AllianzGI believes that healthy gender balance can positively influence group dynamics, leading to better decision-making. For this reason, we encourage all boards and management teams to strive for at least 30% representation of each gender. We also expect to see national and ethnic diversity that appropriately reflects the geographic footprint and employee/customer base of the business, as well as other diversity attributes at board level that can improve its effectiveness. We welcome disclosure of specific diversity targets set by the board and reporting on performance against these targets.

Board leadership

AllianzGI believes that the roles of Chairman and Chief Executive Officer should be separate to ensure a clear division of responsibility at the top of the company. For this reason, AllianzGI will normally support resolutions requiring an independent chair. However, we may be able to support the appointment of a combined Chairman/CEO under the following circumstances:

 

  The combination of the roles is temporary and covers a restructuring or a transition period of no longer than 3 years; or

 

  The board meets AllianzGI’s independence criteria, has a Senior/ Lead Independent Director appointed to counterbalance the concentration of power at the top, and there are no major concerns over governance practices at the company.

AllianzGI has a strong preference for an independent non-executive Chairman of the board. However, we may support the election of a non-independent Chairman if his/her election is well justified and deemed to be in the interests of the company and its shareholders, and provided the board has an appropriate balance of independence. AllianzGI expects a Senior/Lead Independent Director to be appointed in such circumstances.

AllianzGI values the role of a Senior/ Lead Independent director and recommends that all companies create this role. A Senior/Lead Independent Director is important for investors as he/she is expected to be a strong independent voice on the board, able to advise and challenge the Chairman. This is why any candidate for this role should be unquestionably independent. A Senior/Lead Independent Director should support the Chairman, ensure appropriate checks and balances on the board where the Chairman is not independent, implement an orderly succession plan for the Chairman, and act as a point of contact for investors, non-executive directors and senior executives where normal channels of communication through the Chairman are considered inappropriate.

AllianzGI does not approve of a former CEO being appointed as Chairman of the board as this can affect the balance of authority and responsibility between the board and management. Exceptionally, we may support such an appointment in some circumstances, including the following:

 

  The arrangement is temporary to cover a specified restructuring or transition/ succession period of no longer than 3 years;

 

  After a cooling-off period of ³ 5 years and provided there is an appropriate balance of independence on the board;

 

 

The Chairman to be is a founder and/or a major shareholder with a significant influence over the company; or

 

 

5


Global Corporate Governance Guidelines

 

  There is a convincing rationale provided by the company (e.g., strong need for specific expertise and skills that are difficult to find outside the company).

In all instances, we will be looking at the quality and independence of the board to ensure appropriate checks and balances are in place and the interests of minority shareholders are protected.

Considerations when voting on director election

AllianzGI cannot make an informed decision in the absence of sufficient information on nominees at the time of voting. Hence, we expect all companies to disclose: the names, core competencies and qualifications of the candidates, diversity characteristics and skills the candidates bring to the board, as well as professional and other background, recent and current board and management mandates at other public and private companies, factors affecting independence, and attendance at board and committee meetings.

AllianzGI expects directors to attend all board and committee meetings held during the year. We expect disclosure of individual directors’ attendance in the annual report. The company must explain all instances of non-attendance. We will not consider “other professional or personal commitments” as an appropriate justification for a director’s non-attendance except in the first year following the appointment.

AllianzGI expects executive and non-executive directors to have sufficient capacity and energy to discharge their board and committee responsibilities both under normal circumstances and when special situations or unexpected developments require substantial additional time commitment. Over-commitment by directors is a serious concern for investors as it can compromise the quality of boards and, where directors hold full-time executive positions, their executive responsibilities. While each director’s

circumstances will be different, we will question all instances where:

 

  A non-executive director has more than six non-executive roles in public or private companies1. We expect the total number of board mandates to be even smaller where directors have board committee responsibilities or other significant external commitments;

 

  A non-executive Chairman has more than one additional non-executive chairmanship, or more than three additional non-executive directorships in public or private companies*;

 

  A full-time executive director, including an Executive Chairman, has more than one non-executive role in a private or public company.

AllianzGI believes that in companies with a dual board structure, the Supervisory Board should comprise no more than one former executive to maintain a proper balance of authority and responsibility between executive and supervisory bodies and to encourage independence and fresh perspectives on the board.

AllianzGI does not approve of age or tenure limits for directors, as our preference is for boards with a good balance of continuity and fresh perspectives. However, where limits have to be set, we prefer to see these expressed as a maximum number of terms that directors can serve rather than the age of individual board members. In companies and markets where board tenure is not seen as a factor affecting directors’ independence, we will normally vote against tenure limits in excess of 12 years.

AllianzGI believes that officers and directors should only be eligible for indemnification and liability protection if they have acted in good faith on company business and were found innocent of any civil or criminal charges for duties performed on behalf of the company. We do not support proposals where liability cover extends beyond legal costs, and which can:

  Limit or eliminate all liability for monetary damages, for directors and officers who violate the duty of care; or

 

  Expand indemnification to cover acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness.

AllianzGI cannot support the election of a director convicted of crime or misconduct and will abstain on re-election of directors under investigation for civil or criminal offenses.

AllianzGI is concerned that non-voting directors, or censors, can have considerable influence on the board while not being directly accountable to shareholders. Censors should be appointed only in the event of exceptional and temporary circumstances and if their presence adds significant value in terms of board composition and board functioning.

AllianzGI will consider composition, attendance and performance of the board during the year under review when voting on proposals to discharge the board of liabilities or ratify the board’s acts. AllianzGI will vote against individual directors or the whole board where there are concerns about:

 

  The board fulfilling its fiduciary duty to shareholders (e.g. serious business conduct or lack of supervision allegations against the company or individual board members);

 

  Reliability of the accounts and/or the auditor’s report;

 

  Substantial reporting and/or disclosure issues; or

 

  Material legal proceedings instituted against the company or the directors in the year for which the discharge is sought.

AllianzGI believes it is important that discharge of liabilities or ratification of acts is sought for each individual director rather than the board as a whole.

 

 

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Global Corporate Governance Guidelines

 

AllianzGI may vote against individual board members or the entire board where the directors have failed to take action on the proposals approved by the majority of shareholders.

Board Committees

AllianzGI believes that there should be three key board committees specialising in audit, director nomination and compensation issues. Such committees constitute a critical component of corporate governance and contribute to the proper functioning of the board of directors. In addition AllianzGI strongly supports the establishment of a separate risk committee.

The key board committees should be comprised of non-executive directors and report on their activities to shareholders. Any committee should have the authority to engage independent advisers where appropriate at the company’s expense.

Audit

The board should disclose and explain the main role and responsibilities of the Audit Committee, as well as the process by which the committee reviews and monitors the audit’s quality, the robustness of internal controls and the independence of the external auditor.

AllianzGI expects the Audit Committee (or shareholder representatives on the Audit Committee in companies with co-determination structures) to comprise directors who are unquestionably independent and have the appropriate qualifications, experience, skills and capacity to contribute effectively to the committee’s work. AllianzGI also expects the Audit Committee to have at least one and preferably two committee members with auditing, accounting or appropriate financial expertise.

AllianzGI expects all companies to establish a robust policy regulating and restricting the pledging of company’s shares by executives. We expect the Audit Committee to oversee

any pledging of shares by executive directors to ensure this activity does not present undue risks for minority shareholders.

AllianzGI will not support the election of candidates to Fiscal Councils, Boards of Statutory Auditors or any other audit and control bodies unless full information on the candidates is provided at the time of voting and the candidates meet the criteria of independence and expertise similar to those for the Audit Committee.

Remuneration

AllianzGI expects the Remuneration Committee to be at least majority independent and comprise directors who have the qualifications, experience, skills and capacity to contribute effectively to the committee’s work. In companies with co-determination structures, we expect the Remuneration Committee to be at least one-third independent. AllianzGI will vote against any executive director, including an Executive Chairman, standing for election if they are expected to serve on the Remuneration Committee.

Nomination

AllianzGI expects the Nomination Committee to be at least majority independent and comprise directors who have the qualifications, experience, skills and capacity to contribute effectively to the committee’s work. In companies with co-determination structures, AllianzGI expects the Nomination committee to be at least one-third independent.

Voting on director elections

AllianzGI sees the power to elect or remove company directors as a fundamental shareholder right. We consider the majority-voting standard to be an appropriate mechanism for electing/removing directors.

AllianzGI expects to be able to vote on each director individually. We will only be able to support a bundled proposition on the election (or discharge) of directors if we are satisfied with the overall board composition and the performance of every director.

AllianzGI believes that all directors should be subject to re-election at regular intervals (ideally annually) to ensure effective board governance and accountability to shareholders. Consequently, we will vote against the introduction of classified/staggered boards and will support efforts to declassify them with a view to helping eliminate any barriers that hinder the board’s ability to adapt quickly in a changing environment.

Proxy Contests

Proxy contests are among the most difficult and most crucial corporate governance decisions because an investor must determine which group is best suited to manage the company. Factors AllianzGI will consider in voting on proxy contests include the following:

 

  Strategy of the incumbents versus the dissidents;

 

  Past performance relative to peers;

 

  Measures taken by the board to address issues raised by the dissidents and other investors;

 

  Experience and skills of director candidates proposed by both sides;

 

  Governance profile of the company; and

 

  Evidence of management entrenchment.

AllianzGI expects activist shareholders to engage in a robust constructive dialogue with the board of the target company before seeking to appoint own directors to the board.

We will vote case-by-case on proposals to reimburse proxy solicitation expenses. When voting in conjunction with the support of a dissident slate, AllianzGI will support the reimbursement of appropriate proxy solicitation expenses associated with the election.

 

1

Directorships in subsidiaries of a group are considered as part of a single board position.

 

 

7


Global Corporate Governance Guidelines

 

Audit and Risk Management

 

Audit

AllianzGI sees high quality external audit, robust oversight of financial controls and integrity of financial statements as fundamental to the healthy functioning of financial markets and the success of our investments. As a result, we may withdraw our support from the company’s board and management if there are concerns over the quality and integrity of financial statements and of the audit process, the independence of auditors or supervisory bodies, the integrity of the auditor selection process, or the robustness of internal controls.

We expect all companies to provide robust disclosures in relation to the resolutions seeking election or ratification of the external auditor. In particular, we expect an explanation of any changes in external audit arrangements and a report on the selection process of a new external auditor. Any resignation of the auditor before the end of their contract should be disclosed along with the reasons given by the auditor.

AllianzGI places high importance on the independence of the external auditor, objectivity of the audit process and professional scepticism applied by the auditor. We expect the Audit Committee to have a direct ongoing dialogue with the external auditor. AllianzGI does not support proposals that limit auditor liabilities as they could potentially reduce shareholders’ ability to recover any losses incurred.

AllianzGI expects companies to disclose information on the fees paid to the auditor and provide explanation of any non-audit services received from the auditor. We believe that high-levels of non-audit fees can undermine the auditor’s independence and can affect the quality of audit due to potential conflicts of interests arising when the audited company has acted on advice provided by the auditor’s own firm. Therefore we expect companies to provide a clear breakdown of both audit and non-audit services and fees, and favour restrictions on the non-audit work an external auditor can undertake for its audit clients. We may vote against the re-election of the auditor or Audit Committee members where non-audit fees exceed 50% of audit fees on a recurring basis. AllianzGI recommends that companies with recurring needs for certain non-audit services consider seeking advice outside of their audit firms.

AllianzGI considers it prudent for companies to tender the external audit mandate at least every 10 years and to change the auditor after a maximum of 20 years to ensure auditor independence and benefit from a fresh perspective that a new auditor brings. There is also mounting evidence from companies that have rotated their external auditors in the past five years of an improvement in the quality of audits both before and after the transition of the auditor.

AllianzGI is supportive of the introduction of extended auditor reports in all jurisdictions as we find them insightful and useful for investors,

as well as being conducive to greater accountability from the auditor and the company’s oversight bodies (i.e. Audit Committee, Board of Statutory Auditors or Fiscal Councils). In this context, we expect both the external auditor and the internal oversight bodies to comment on any major audit and accounting issues that came up during the year under review in their respective reports to investors.

Risk Management

AllianzGI believes that boards of companies with high standards of corporate governance will be able to make sound strategic decisions, determine an appropriate risk appetite for the company and oversee its approach to risk management. The board has the responsibility to ensure that the company has implemented an effective process to identify risks, assess their potential outcomes, and proactively manage those risks as appropriate.

AllianzGI is supportive of proposals which require the board to conduct a review of the effectiveness of the company’s risk management, its internal control systems and its risk management plan at least annually.

We support the establishment of a risk committee responsible for supervision of risks within the company. If necessary, the board or the risk committee should seek independent external support to supplement internal resources. We also encourage companies to consider appointing their Chief Risk Officer to the board.

 

 

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Global Corporate Governance Guidelines

 

Shareholder Rights, Capital Authorities, Corporate Transactions and Corporate Finance Issues

 

Differential ownership rights

AllianzGI supports the “one-share, one-vote” principle as unequal voting rights can lead to the concentration of voting power in the hands of a limited number of shareholders.

We normally favour conversions to a “one-share, one-vote” capital structure, and will not support the introduction of multiple-class capital structures or the creation of new super-voting/non-voting shares. We will also vote against issuance of securities conferring special rights to some shareholders.

AllianzGI will oppose proposals to amend the charter to include control share acquisition provisions and will normally support proposals to restore voting rights to the control shares. Control share acquisition statutes function by denying shares their voting rights when they contribute to ownership in excess of certain thresholds. We will support proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders.

Control share cash-out statutes give dissident shareholders the right to “cash-out” of their position in a company at the expense of the shareholder who has taken a control position (i.e. when an investor crosses a pre-set threshold level, remaining shareholders are given the right to sell their shares to the acquirer, who must buy them at the highest acquiring price). AllianzGI will generally support proposals to opt out of control share cash-out statutes.

 

Corporate Transactions

AllianzGI expects companies to put all major corporate transactions to shareholder approval in a separately convened shareholder meeting notwithstanding the existing share issuance authorities. It is important that shareholders have a say in decisions that can significantly impact the profile, purpose, strategy, business prospects and financial position of the company.

AllianzGI expects companies to provide sufficient information to enable investors to evaluate the merits of M&A, significant restructuring or spin off transactions. AllianzGI expects all significant changes in the structure of a company to be approved by its shareholders.

AllianzGI will normally support corporate transactions where these appear to offer fair value to shareholders, all shareholders are treated equally, and the corporate governance profile, including shareholder rights, is unaffected.

In companies with multiple share classes, AllianzGI sees tag-along rights for ordinary shares as a prerequisite for approving a transaction that may lead to a change in control.

AllianzGI believes that all material related-party transactions should be reported to the board and shareholders, and explained and justified by the company. We would welcome a shareholder vote on all material related-party transactions.

AllianzGI will vote case-by-case on going private transactions, taking into account offer price/ premium, fairness opinion, how the deal was negotiated, any conflicts of interest, any alternatives/ offers considered, and non-completion risk.

AllianzGI will vote case-by-case on going dark transactions, determining whether the transaction enhances shareholder value and considering balanced interests of continuing vs. cashed-out shareholders.

When voting on proposals to form joint ventures, AllianzGI will consider percentage of assets/ business contributed, percentage ownership, financial and strategic benefits, governance structure, conflicts of interest, other alternatives, and non-completion risk.

AllianzGI will consider liquidations on a case-by-case basis, taking into account the management’s efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation. We will support the liquidation if the company will be forced to file for bankruptcy if the proposal is not approved.

AllianzGI will consider SPAC mergers and acquisitions on a case-by-case basis taking into account the business, financials and the terms of the proposed business combination, valuation, market reaction, timing of the deal, process of identification of a target company, any conflicts of interests and voting agreements.

 

 

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Global Corporate Governance Guidelines

 

Anti-takeover mechanisms

AllianzGI does not support anti-takeover mechanisms. Exceptionally, we may support a shareholder rights plan or a similar mechanism where shareholder approval is required prior to deployment, there is independent board oversight and the plan is of a limited duration.

A shareholder rights plan can serve two legitimate purposes: (i) to increase the minimum time period during which a Permitted Bid may remain outstanding in order to give the board of a target company sufficient time to find an alternative to the takeover bid that would increase shareholder value; and (ii) to ensure that all shareholders are treated equally in the event of a bid for their company. Granting shareholders a right of approval prior to deployment should ensure that it is used for the above purposes only.

Greenmail is the practice of buying shares owned by a corporate raider back at a premium to the market price. AllianzGI will generally support anti-greenmail provisions that do not include other anti-takeover provisions.

AllianzGI will not support “fair price” provisions where the shareholder vote requirement is greater than a majority of disinterested shares and/or the fair price calculation is not objective and independently appraised.

We expect all companies to seek shareholder approval of any renewal of or changes to the existing takeover defences.

Capital Issuance Authorities

AllianzGI generally accepts capital increases for purposes, which aim to increase shareholder value in the long term. Dilution of existing shareholders is a major consideration for all proposals seeking to increase share capital.

AllianzGI expects companies to protect shareholders from unwanted dilution and generally favours pre-emptive rights – i.e. for any new issue of shares

to be first offered to existing shareholders. AllianzGI will normally support routine proposals to:

 

  Increase authorised common stock by up to 10% of the existing authorised capital;

 

  Issue shares with pre-emption rights up to 33% of the issued share capital of the company (a higher limit can be potentially justified in markets where any issuance in excess of 33% of the issued share capital is structured as a rights issue); or

 

  Issue shares non-preemptively up to 10% of the issued share capital of the company.

For capital authorisation and issuance proposals exceeding these limits we expect a clear rationale and justification from companies, which we will consider on a case-by-case basis.

AllianzGI will not support share issuance authorities where these can be used during a public tender offer or takeover due to concerns that the issuance authority may serve as a takeover defence mechanism.

AllianzGI will not support placement of shares at a significant discount to the market price as a part of routine share issuance authorities and without appropriate justification from the company.

AllianzGI will in general support the issuance or the increase of preferred stock if its conditions are clearly defined (in terms of voting, dividend and conversion possibility, as well as other rights and terms associated with the stock) and are considered reasonable by reference to the overall capital structure of the company, as well as previously issued preferred stock. AllianzGI will in this respect also consider the impact of issuance/ increase of preferred stock on the current and future rights of ordinary shareholders.

Capital Management and Corporate Finance issues

AllianzGI believes that proposed dividend payments should be disclosed

in advance to shareholders and be put to a vote. Shareholders should also be able to approve the company’s financial statements and its dividend policy.

AllianzGI would normally only support scrip dividend proposals that allow for a cash option to offer investors a choice. In such instances, we expect companies to offset dilution caused by scrip dividend through share buybacks. We are not supportive of scrip dividends where scrip is offered at a discount to the cash option.

AllianzGI will approve share repurchase programs where these are deemed in the best interests of shareholders, all shareholders can participate in the buyback programme on equal terms and AllianzGI agrees that the company cannot use the cash in a more productive way. AllianzGI will also view such programs in conjunction with the company’s dividend policy.

AllianzGI will vote in favour of share repurchase authorities in excess of 10% of the issued share capital only if the company provides clear and convincing justification for the proposal. AllianzGI believes that share buybacks at a significant premium to the market price can be value destructive and are generally not in the interests of shareholders. We will not support share repurchase authorities where these can be used as a takeover defence mechanism. Any use of financial derivatives when repurchasing shares should be fully explained and justified by the company.

AllianzGI is in favour of debt issuance proposals that enhance companies’ long-term prospects and do not result in unacceptable levels of financial leverage. AllianzGI agrees that investors should be consulted on significant issuances of debt and proposals to raise borrowing limits. Any proposal to issue convertible debt will be analysed in light of our criteria for share issuance authorities.

AllianzGI will vote case-by-case on the conversion of securities taking into consideration the dilution to existing

 

 

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Global Corporate Governance Guidelines

 

shareholders, the conversion price relative to market value, financial issues, control issues, termination penalties, and conflicts of interest. AllianzGI will support the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.

AllianzGI will consider proposals regarding private placements, warrants, and convertible debentures on a case-by-case basis, taking into consideration:

 

  Dilution to existing shareholders;

 

  Terms of the offer (discount/ premium in purchase price to investors, including any fairness opinion, conversion features, termination penalties, exit strategy);

 

  Financial issues (the company’s financial condition, degree of need for capital, use of proceeds, effect of the financing on the company’s cost of capital, current and proposed cash burn rate, going concern viability, and the state of the capital and credit markets);

 

  Management’s efforts to pursue alternatives and whether the company engaged in a process to evaluate alternatives;

 

  Control issues (potential change in management/board composition, change in control, standstill provisions, voting agreements, veto power over certain corporate actions, and minority versus majority ownership and corresponding minority discount or majority control premium);

 

  Conflicts of interest (as viewed from the perspective of the company and the investor), considering whether the terms of the transaction were negotiated at arm’s length, and whether managerial incentives are aligned with shareholder interests; and

 

  Market reaction to the proposed deal.

AllianzGI will support private placements and issuances of warrants and/or convertible debentures in a private placement, if it is expected that the company will file for bankruptcy if the transaction is not approved.

Shareholder Rights

AllianzGI considers the ability to call a special meeting or to put resolutions to a shareholder meeting’s agenda to be a fundamental shareholder right. We encourage companies to establish thresholds for shareholder resolutions that are high enough to prevent abuse, but low enough to allow issues that concern a large number of smaller shareholders being raised in shareholder meetings. This can be achieved if the threshold is set by a reference to either a shareholding requirement or the size of a proponent group.

Shareholders should be able to nominate candidates for the board of directors. AllianzGI supports proxy access proposals with reasonable ownership threshold and duration requirements that do not impose limits on the number of shareholders in a nomination group or set an unreasonably low cap on the proportion of shareholder nominees on the board.

AllianzGI believes that companies should enable holders of a specified portion (e.g. 5-25%) of its outstanding shares or a specified number of shareholders to call a meeting of shareholders for the purpose of transacting the legitimate business of the company. Shareholders should be enabled to work together to make such a proposal. Shareholders should be able to exercise both rights to call special meetings and act by written consent.

AllianzGI does not support proposals that can facilitate a concert party gaining or increasing control of the company without paying an appropriate premium to minority shareholders.

AllianzGI does not support reincorporation proposals that may result in the reduction in legal and regulatory protections available to

shareholders, erosion of shareholder rights, and potential deterioration in governance standards at the company.

AllianzGI does not support changes in the company’s articles or by-laws that can lead to erosion of shareholder rights. We expect all shareholders to be treated equally and do not approve of changes in articles that may disadvantage certain groups of shareholders. AllianzGI expects all changes to the company’s articles and bylaws to be put to a shareholder vote and will oppose proposals giving the board an exclusive authority to amend the company’s articles and bylaws.

 

 

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Global Corporate Governance Guidelines

 

Remuneration

 

Remuneration of Executive Directors and Senior Managers

AllianzGI expects companies to operate within the parameters of their remuneration policy as approved by shareholders. Both the structure and level of executive remuneration should be designed to promote long-term success of the company. The board and the Remuneration Committee should be able to explain and justify the structure and quantum of executive pay in the context of the company’s business environment and performance.

AllianzGI does not approve of significant salary increases that are not linked to material changes in the business or in the role and responsibilities of executive directors. We do not consider it appropriate to offer contractual multi-year guarantees of salary increases, bonus payments and/or equity compensation.

AllianzGI expects companies to pay no more than necessary on recruitment of executive directors and to link recruitment-related awards to the company’s performance.

Executive compensation should contain a short-term and a long-term element that align executives with shareholders and where superior awards can only be achieved by attaining truly superior performance.

AllianzGI believes that executive directors should be encouraged to receive a certain percentage of their compensation in form of company shares. Therefore AllianzGI would generally support the use of well-designed share-based compensation plans, including appropriate deferrals.

AllianzGI supports management incentive plans where:

 

  Incentive awards are subject to relevant KPIs and robust performance targets;
  The award opportunity is clearly defined;

 

  Performance periods are of appropriate duration;

 

  No vesting under relative performance metrics is allowed for performance inferior to that of the selected peer group; and

 

  The vesting scale is designed to encourage higher levels of performance.

Furthermore, AllianzGI favours share-based incentive schemes over stock options and encourages all companies to require that the management build substantial shareholding in the company in order to align their interests better with the interests of investors. Only shares that are beneficially owned by executives should be counted towards formal share ownership requirements.

AllianzGI expects clear disclosure of KPIs and performance targets under all management incentive plans, with a view to enabling investors better to assess the link between executive compensation and corporate strategy and performance. We are keen to understand both annual and long-term targets set by the board for executives, as well as performance against these targets. Particular importance is placed on the following considerations:

 

  The link between performance KPIs and targets, and the mid- and long-term goals of the company;

 

  A healthy mixture of KPIs to ensure there is no over-reliance on a single dimension of performance or key indicator;

 

  Integration of social, environmental and governance issues into performance measurement, where material and appropriate;
  Incorporation of risk considerations so that there are no rewards for taking inappropriate risks at the expense of the company and its investors; and

 

  Performance measurement over timescales sufficient to determine that value has in fact been added for the company and its shareholders (for long-term awards we expect a minimum performance period of 3 years, but we encourage companies to consider a five year performance period or introduce an additional holding period).

AllianzGI does not support retros-pective amendments to the terms of incentive schemes without a prior shareholder approval. We will vote against incentive plans that may be materially altered (e.g. cancellation and re-issue, re-testing, re-pricing or backdating of options) without shareholder approval, allow management significant discretion in granting certain awards, or are otherwise inconsistent with the interests of shareholders.

AllianzGI may not support equity award plans that are too dilutive (e.g. >10% of the issued share capital in 10 years for executive and all-employee plans) and expensive to existing shareholders.

AllianzGI encourages the introduction of a clawback policy and the inclusion of clawback provisions under the terms of all incentive plans.

AllianzGI pays close attention to perquisites, including pension arrangements, and will vote against if deemed excessive. We expect executive pension arrangements to be in line with those offered to company employees, and will only support additional pension schemes for executive directors (in markets where this is allowed by law) where, on

 

 

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Global Corporate Governance Guidelines

 

retirement, an executive does not also benefit from generous severance payments and/or compensation under a “non-compete clause”. AllianzGI does not approve of the inclusion of variable pay in the pension calculation.

We will not support transaction bonuses and retrospective ex-gratia payments, and will not approve financial assistance to directors, officers or related persons without clear explanation and robust justification from the company.

We will only approve a one-off special payment/award where the company can demonstrate truly exceptional circumstances and significant additional value creation.

AllianzGI believes that severance payments to executives should be set at a reasonable level and should not exceed minimum legal requirements in respective markets. Ideally, severance pay should not exceed one year’s fixed salary. All payments to former executives should be subject to appropriate performance targets and triggering events that are in line with international best practice. Furthermore, all incentive awards should be time pro-rated and tested for performance, including in the event of an early termination due to the change in control. Termination payments following a change in control should only be available in the event of a loss of job or substantial diminution of duties, and should be similar to those available under normal circumstances. We will vote against any severance payments or retirement bonuses when the amount paid is not disclosed or the recipient is moving to another position within the company.

AllianzGI encourages disclosure of a policy addressing possible hedging of the company’s stock by its executives. Using hedging instruments to protect management against negative share price movements undermines the purpose of equity incentive plans and reduces alignment with shareholder interests.

Employee Remuneration

Remuneration structures and frameworks for employees should help reinforce corporate culture and foster performance. In this respect and in accordance with applicable laws AllianzGI encourages companies to provide shareholders with information on the ratio between senior management compensation and that of the wider workforce, including calculation methodology and changes over time.

Performance measurement for staff remuneration should incorporate risk considerations to ensure that there are no rewards for taking inappropriate risks at the expense of the company and its shareholders.

AllianzGI supports all-employee equity plans where shares are granted at a discount of no greater than 20%.We may not be able to support employee share plans, which appear to be excessively dilutive for shareholders.

Remuneration of Non-Executive Directors

AllianzGI believes that compensation of non-executive directors should be structured in a way that aligns their interests with long-term interests of shareholders, does not compromise their independence from management or from controlling shareholders of the company, and does not encourage excessive risk-taking behaviour. In particular, AllianzGI believes that non-executive board members should not receive variable remuneration, equity incentives or retirement benefits as these could compromise their independence and ability to hold management accountable.

AllianzGI believes that non-executive directors’ fees should be sufficient to attract directors of appropriate calibre and experience, while all notable differences in board members’ fees should reflect their responsibilities and time commitment and be clearly explained and justified.

We expect all non-executive directors to share their expertise and offer advice to the board and management

as part of their role. We therefore find any chargeable consultancy services provided by directors inappropriate, as they compromise directors’ objectivity and ability to hold management accountable.

AllianzGI cannot approve a substantial increase in directors’ fees without a robust justification by the company.

Remuneration Committee and “Say on Pay”

The company’s remuneration policy and the structure/quantum of pay for each director should be determined by the Remuneration Committee and fully disclosed to shareholders in a separate Remuneration Report.

AllianzGI supports annual votes on executive remuneration, which provide the most consistent and clear communication channel for shareholder concerns about companies’ executive pay programs. AllianzGI encourages moves to give shareholders a vote on executive remuneration.

AllianzGI expects all companies that received significant dissent on their remuneration proposals to understand the rationale behind negative votes and address investor concerns. We may vote against the Chairman and members of the Remuneration Committee where our concerns remain unaddressed following engagement with the company.

AllianzGI expects all plans that allow grants of shares to executive directors to be put to a shareholder vote, regardless of whether the shares are newly issued or purchased on the market. We believe that all incentive plans should be of a limited duration and require shareholder approval prior to renewal.

AllianzGI believes that the Remuneration Committee should have discretion to adjust pay levels under the remuneration policy to reflect shareholder experience and help avoid reputational and other risks to the business. However, we do not approve of unlimited discretion.

 

 

13


Sustainability Issues

AllianzGI customarily reviews shareholder proposals concerning sustainability issues. When making voting decisions, AllianzGI will consider:

 

  The impact of the proposal on the company’s short-term and long-term value;

 

  The company’s response to the request embodied in the proposal; and

 

  Peer response to the issue in question.

AllianzGI generally supports proposals that encourage company boards and management to increase their transparency on and consideration of sustainability issues deemed material to the long-term performance of the company.

AllianzGI does not support using shareholder funds for political donations. All substantial political expenditure should be disclosed and justified to shareholders.

    

 

 

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Global Corporate Governance Guidelines

 

General Voting Issues

 

Agenda items at shareholder meetings should be presented clearly, distinctly and unambiguously. AllianzGI favours voting on individual issues and will vote against bundled resolutions if we disagree with at least one component of a bundled proposal.

AllianzGI in general opposes “Other Business” proposals unless there is full and clear information about the exact nature of the business to be voted on.

AllianzGI believes that companies should apply high standards of disclosure and transparency. In this regards, AllianzGI shows a preference for:

 

  At least half-year or full-year reports;

 

  Adherence to consistent internationally accepted financial standards;

 

  Availability of financial information and investor communication in English;

 

  Personal accessibility and availability of top management and non-executive directors to investors;

 

  Publication of documents on the Internet;

 

  Mandatory presence of directors at general meetings;

 

  Adoption of electronic voting; and

 

  Standardisation of voting forms and confirmation of votes to investors.

AllianzGI will generally oppose proposals to provide management with the authority to adjourn an annual or special meeting absent compelling reasons to support the proposal. However, AllianzGI will support proposals that relate specifically to soliciting votes for a merger or transaction if supporting that merger or transaction.

Many routine proposals are operational issues of a non-controversial nature. The list of operational issues includes, but is not limited to: changing date, time, or location of the annual meeting; amending quorum requirements; amending minor bylaws; approving financial results, director reports, and auditor reports; approving allocation of income; changing the company’s fiscal term; and lowering disclosure threshold for stock ownership. While these proposals are considered to be routine, they are not inconsequential. Fiduciaries remain charged with casting their votes, so these proposals must be evaluated on a case-by-case basis, taking into account shareholders’ rights and the potential economic benefits that would be derived from implementation of the proposal.

Contact for queries:

Eugenia Unanyants-Jackson

Director, Head of ESG Research

Tel: +44 (0) 203 246 7134

Email: eugenia.jackson@allianzgi.com

 

 

15


Allianz Global Investors GmbH, UK Branch

199 Bishopsgate

London EC2M 3TY

www. allianzgi.co.uk

www.infrastructuredebt.co.uk

Telephone:020 3246 7000

Disclaimer

Investing involves risk. The value of an investment and the income from it will fluctuate and investors may not get back the principal invested. Past performance is not indicative of future performance. This is a marketing communication. It is for informational purposes only. This document does not constitute investment advice or a recommendation to buy, sell or hold any security and shall not be deemed an offer to sell or a solicitation of an offer to buy any security.

The views and opinions expressed herein, which are subject to change without notice, are those of the issuer or its affiliated companies at the time of publication. Certain data used are derived from various sources believed to be reliable, but the accuracy or completeness of the data is not guaranteed and no liability is assumed for any direct or consequential losses arising from their use. The duplication, publication, extraction or transmission of the contents, irrespective of the form, is not permitted.

This material has not been reviewed by any regulatory authorities. In mainland China, it is used only as supporting material to the offshore investment products offered by commercial banks under the Qualified Domestic Institutional Investors scheme pursuant to applicable rules and regulations.

This material is being distributed by the following Allianz Global Investors companies: Allianz Global Investors U.S. LLC, an investment adviser registered with the U.S. Securities and Exchange Commission; Allianz Global Investors GmbH, an investment company in Germany, authorized by the German Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin); Allianz Global Investors Asia Pacific Ltd., licensed by the Hong Kong Securities and Futures Commission; Allianz Global Investors Singapore Ltd., regulated by the Monetary Authority of Singapore [Company Registration No. 199907169Z]; Allianz Global Investors Japan Co., Ltd., registered in Japan as a Financial Instruments Business Operator [Registered No. The Director of Kanto Local Finance Bureau (Financial Instruments Business Operator), No. 424, Member of Japan Investment Advisers Association]; Allianz Global Investors Korea Ltd., licensed by the Korea Financial Services Commission; and Allianz Global Investors Taiwan Ltd., licensed by Financial Supervisory Commission in Taiwan.

18-1458 [17-1235] | May 2018

Exhibit 13(b)

Joseph S. Quirk, Chief Executive Officer, and Monique Labbe, Chief Financial Officer of The China Fund, Inc. (the “Fund”), each certify that:

 

1.

This Form N-CSR filing for the Fund (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.

 

By:  

/s/ Joseph S. Quirk

  Joseph S. Quirk
  Chief Executive Officer of The China Fund, Inc.
Date:   December 28, 2018
By:  

/s/ Monique Labbe

  Monique Labbe
  Chief Financial Officer of The China Fund, Inc.
Date:   December 28, 2018


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