JF China Region Fund, Inc. (the “Fund”) was incorporated in the State of Maryland on May 22, 1992, and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940. The Fund commenced operations on July 16, 1992.
The following significant accounting policies, which are in conformity with accounting principles generally accepted in the United States of America (“GAAP”), are consistently followed by the Fund in the preparation of its financial statements.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reported period. Actual results could differ from these estimates.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of the securities held at period-end. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of securities sold during the period. Accordingly, realized and unrealized foreign currency gains (losses) are included in the reported net realized and unrealized gains (losses) on investments.
Unrealized currency gains (losses) resulting from valuing foreign currency denominated assets and liabilities at period-end exchange rates are reflected as a component of accumulated net unrealized gain (loss) on investments, foreign currency holdings, and other assets and liabilities denominated in foreign currencies.
Income and capital gain distributions are determined in accordance with federal income tax regulations and may differ from those determined in accordance with GAAP.
The investment objective, policies, program, and risk factors of the Fund are described fully in the Fund’s Prospectus.
During the six months ended June 30, 2007 the Fund made purchases of $14,820,190, and sales of $13,562,259 of investment securities other than short-term investments. There were no purchases or sales of U.S. government securities.
4. Related party, Other Service Provider Transactions and Directors
i) — JF International Management Inc. (the “Adviser”), an indirect wholly-owned subsidiary of JPMorgan Chase & Co., provides investment advisory services to the Fund under the terms of an investment advisory agreement. The Adviser is paid a fee, computed weekly and payable monthly, at the annual rate of 1.00% of the Fund’s weekly net assets.
ii) — During the six months ended June 30, 2007, the Fund did not pay any brokerage commissions to JPMorgan Chase Group companies or affiliated brokers/dealers.
iii) Other Service Providers — During the year, J.P. Morgan Investor Services, Co. (“JPMIS”) (the “Administrator”), an indirect wholly-owned subsidiary of JPMorgan Chase & Co., provided administrative and accounting services to the Fund under an Administrative and Accounting Services Agreement. The Administrator received a fee, payable monthly, at an annual rate of .03% of the Fund’s average weekly net assets, subject to a minimum annual fee of $106,500.
J.P. Morgan Investor Services, Co. (“JPMIS”), an indirect, wholly-owned subsidiary of JPMorgan Chase & Co., serves as the Fund’s Sub-administrator (the “Sub-administrator”). For its services as Sub-administrator, JPMIS receives a portion of the fees payable to the Administrator.
JPMorgan Chase Bank N.A. (“JPMCB”) provides portfolio custody and accounting services for the Fund. The amounts paid directly to JPMCB by the Fund for custody and accounting services are included in Custodian and accounting fees in the Statement of Operations. The custodian fees may be reduced by credits earned by the Fund, based on uninvested cash balances held by the custodian. Such earnings credits are presented separately in the Statement of Operations.
iv) Directors — The Fund pays each of its Directors who is not a director, officer or employee of the Adviser, Administrator or any affiliate thereof an annual fee of $21,000 and the Chairman $30,000 plus $2,000 attendance fee for each Board meeting, $3,000 for each Management Engagement Committee meeting and $3,500 for each Audit Committee meeting attended. In addition, the Fund reimburses all directors for travel and out-of-pocket expenses incurred in connection with Board of Directors meetings. Under normal circumstances, in order to minimize expenses, the Board expects to hold two meetings a year by telephone.
5. Capital Share Transactions
On September 7, 2006, the Board of Directors renewed an authority for the Fund to purchase shares of its common stock from Fund stockholders, as described below. When shares trade at a discount to net asset value, any purchase of shares by the Fund has the effect of increasing the net asset value per share of the Fund’s remaining shares outstanding. All shares purchased by the Fund are thereafter considered authorized and unissued.
i) Share Repurchase Program — The Fund was authorized to repurchase up to 458,516 shares (10% of its issued and outstanding shares) in the open market through September 5, 2007. Repurchases can be made only when the Fund’s shares are trading at less than net asset value and at such times and amounts as it is believed to be in the best interest of the Fund’s stockholders.
During the six months ended June 30, 2007 and the year ended December 31, 2006, the Fund did not repurchase any shares under the share repurchase program.
JUNE 30, 2007 JF CHINA REGION FUND, INC. 13
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2007 (Unaudited) (continued)
6. Risks and Uncertainties
i) Foreign Transactions — Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the level of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
ii) Other — In the normal course of business, the Fund may enter into contracts that provide general indemnifications. The maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, the risk of any loss from such claims is considered remote.
7. Tax Status
i) U.S. Federal Income Taxes — No provision for federal income taxes is required since the Fund intends to continue to qualify as a regulated investment company under subchapter M of the Internal Revenue Code and distribute substantially all of its taxable income.
The tax character of distributions paid for the year ended December 31, 2006 was $419,175 ordinary income.
At December 31, 2006, the components of net assets (excluding paid-in capital) on a tax basis were as follows:
| Tax basis Ordinary Income | | | | | | | | $ | 324,053 | |
| Tax basis capital loss carryforward | | | | $ | (5,739,705 | ) | | | | |
| Plus/Less: cumulative timing differences — wash sales | | | | | (429,587 | ) | | | | |
| Accumulated capital loss | | | | | | | | | (6,169,292 | ) |
| Book unrealized foreign exchange gain | | | | | | | | | 0 | |
| Book unrealized appreciation on foreign currencies | | | | | | | | | 0 | |
| Tax unrealized appreciation | | | | | 26,048,376 | | | | | |
| Plus/Less: cumulative timing differences — wash sales | | | | | 429,587 | | | | | |
| Unrealized appreciation | | | | | | | | | 26,477,963 | |
| Net assets (excluding paid-in capital) | | | | | | | | $ | 20,632,724 | |
The difference between book and tax basis unrealized appreciation is primarily attributable to wash sales. The cumulative timing difference for the capital loss carryover is due to wash sales.
| Net Asset Value | | | | $ | 104,623,906 | |
| Paid-in Capital | | | | | (83,991,182 | ) |
| Net assets (excluding paid-in capital) | | | | $ | 20,632,724 | |
As of December 31, 2006, the Fund had capital loss carryforwards for federal income tax purposes of $5,739,705, of which $2,129,532 expires in 2008, $3,610,173 expires in 2009. The Fund intends to retain gains realized in future periods that may be offset by available capital loss carryforward.
During the year ended December 31, 2006, the Fund reclassified $6,725 to undistributed net investment income from accumulated realized loss on investments as a result of permanent book and tax differences relating to realized foreign currency losses. The Fund also reclassified $26,180 from undistributed net investment income to paid-in capital as a result of nondeductible expenses associated with the deficiency dividend. Net assets were not affected by the reclassifications.
8. | | Recent Accounting Pronouncements |
In July 2006, the Financial Accounting Standards Board (the “FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (the “Interpretation”). The Interpretation
14 JF CHINA REGION FUND, INC. JUNE 30, 2007
establishes for all entities, including pass-through entities such as the Fund, a minimum threshold for financial statement recognition of the benefit of positions taken in filing tax returns (including whether an entity is taxable in a particular jurisdiction), and requires certain expanded tax disclosures. The Interpretation is effective for fiscal years beginning after December 15, 2006, and is to be applied to all open tax years as of the date of effectiveness. Based on Management’s analysis, the determination has been made that the adoption of the interpretation did not have an impact to the Fund financial statements upon adoption. Management continually reviews the Fund’s tax positions and such conclusions under the Interpretation based on factors, including, but not limited to, ongoing analyses of tax laws, regulations and interpretations, thereof.
In addition, in September 2006, Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS 157), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management continues to evaluate the impact the adoption of SFAS 157 will have on the Fund’s financial statement disclosures.
Furthermore, in February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115” (“SFAS 159”), which is effective for fiscal years beginning after November 15, 2007. SFAS 159 permits entities to elect to measure certain financial assets and liabilities at fair value. The fair value option may be applied instrument by instrument, is irrevocable and is applied only to entire instruments and not to portions of instruments. SFAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Management continues to evaluate the impact the adoption of SFAS 159 will have on the Fund’s financial statement disclosures.
JUNE 30, 2007 JF CHINA REGION FUND, INC. 15
RESULTS OF THE ANNUAL STOCKHOLDER’S MEETING
(Unaudited)
The Fund held its annual stockholders meeting on May 10, 2007. At this meeting, stockholders re-elected the following nominee to the Fund’s Board of Directors.
I) Election of Directors
Nominee
|
|
|
| Votes For
|
| Votes Withheld
|
| Non-Voting Shares
|
| Total Voting Shares
|
|---|
| Alexander Reid Hamilton | | | | | 3,561,564 | | | | 75,241 | | | | 937,780 | | | | 4,585,160 | |
OTHER INFORMATION
Administrator
On January 1, 2007, J.P. Morgan Investor Services, Co. replaced PFPC Inc. as the Fund Administrator.
Custodian
On January 1, 2007, JPMorgan Chase Bank N.A. replaced Citibank N.A. as the Fund Custodian.
Information About Portfolio Holdings
The Fund files its complete schedule of portfolio holdings with the U.S. Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov and 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.
Proxy Voting Policies and Procedures and Proxy Voting Record
A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 202-942-8008, and on the Commission’s website at http://www.sec.gov.
Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling 202-942-8088, and on the Commission’s website at http://www.sec.gov.
Certifications
Simon J. Crinage, as the Fund’s President, has certified to the New York Stock Exchange that, as of June 6, 2007, he was not aware of any violation by the Fund of applicable NYSE corporate governance listing standards. The Fund’s reports to the Commission on Forms N-CSR and N-CSRS contain certifications by the Fund’s principal executive officer and principal financial officer that relate to the Fund’s disclosure in such reports and that are required by Rule 30a-2(a) under the 1940 Act.
16 JF CHINA REGION FUND, INC. JUNE 30, 2007
FUND MANAGEMENT
(Unaudited)
Information pertaining to the Directors and officers of the Fund is set forth below.
Name, (DOB), Address and
Position(s) with Fund
|
|
|
| Term of
Office and
Length of
Time
Served(1)
|
| Principal Occupation(s) During
Past 5 Years
|
| Number of
Portfolios in
Fund Complex
Overseen by
Director(2)
|
| Other Trusteeships/
Directorships Held by Director
|
|---|
Independent DIRECTORS |
The Rt. Hon.
The Earl of Cromer
(June 3, 1946)
Finsbury Dials
20 Finsbury Street London, EC2Y 9AQ
United Kingdom
Chairman and Director, Class I | | | | Since 1994 | | Chairman of the Board of the Fund; Chief Executive Officer of Cromer Associates Limited (family business). | | 1 | | Director of Schroder Asia Pacific Fund Limited, Business Link Somerset Limited, Pacific Basin Shipping Limited, Cambridge Asia Investments Limited, Pedder Street Asia Absolute Return Fund Limited, Chairman of Japan High Yield Property Fund Limited and Western Provident Association; former Director of Inchcape Pacific Limited and Korea Asia Fund Limited. |
| |
Alexander Reid Hamilton (October 4, 1941)
P.O. Box 12343
General Post Office
Hong Kong
Director, Class II | | | | Since 1994 | | Director of Citic Pacific Limited (infrastructure), China Cosco Holdings Company Limited (container shipping), Esprit Holdings Limited (clothing retail), Shangri-La Asia Limited (hotels), Octopus Cards Limited (financial services) and China Central Properties Limited. | | 1 | | See Principal Occupation |
| |
Julian M. I. Reid (August 7, 1944)
Finsbury Dials,
20 Finsbury Street London, EC2Y 9AQ
United Kingdom
Director, Class III | | | | Since 1998 | | Chief Executive Officer of 3a Asset Management Limited; Director and Chairman of Morgan’s Walk Properties Limited. | | 1 | | Director and Chairman of The Korea Fund, Inc., Director and Chairman of Prosperity Voskhod Fund, and Director of 3a Global Growth Fund Limited. |
| (1) | | Number I, II or III below a director’s name indicates whether he serves in Class I, II, or III of the Board of Directors. Class I directors serve until the 2009 Annual Meeting. Class II directors will serve until the 2008 Annual Meeting. Class III directors will serve until the 2008 Annual Meeting. |
| (2) | | The Fund is the only fund in the Fund Complex. |
JUNE 30, 2007 JF CHINA REGION FUND, INC. 17
FUND MANAGEMENT
(Unaudited) (continued)
Information pertaining to the Directors and officers of the Fund is set forth below.
Name, (DOB), Address and
Position(s) with Fund
|
|
|
| Term of Office and
Length of Time Served
|
| Principal Occupation(s)
During Past 5 Years
|
|---|
Officers who are not Directors |
Simon J. Crinage
(May 10, 1965)
Finsbury Dials,
20 Finsbury Street
London, EC2Y 9AQ
United Kingdom
President | | | | Since 2003 | | President of the Fund; Vice President, JPMorgan Asset Management since September 2000. |
| |
Michael J. James
(May 11, 1967)
Finsbury Dials,
20 Finsbury Street
London, EC2Y 9AQ
United Kingdom
Treasurer | | | | Since 2006 | | Treasurer of the Fund; Vice President, JPMorgan Asset Management since September 2000. |
| |
Hilary A. Lowe
(November 15, 1971)
Finsbury Dials,
20 Finsbury Street
London, EC2Y 9AQ
United Kingdom
Secretary | | | | Since 2005 | | Secretary of the Fund; Associate JPMorgan Asset Management since February 2002. |
18 JF CHINA REGION FUND, INC. JUNE 30, 2007
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
(Unaudited)
The Fund operates an optional Dividend Reinvestment and Cash Purchase Plan (the “Plan”) whereby:
| a) | | shareholders may elect to receive dividend and capital gain distributions in the form of additional shares of the Fund (the Share Distribution Plan). |
| b) | | shareholders may make optional payments (any amount between $100 and $3,000) which will be used to purchase additional shares in the open market (the Share Purchase Plan). |
For a copy of the Plan brochure, as well as a dividend reinvestment authorization card, please contact the Plan Agent:
| | Computershare Trust Company, N.A.
P. O. Box 43010
Providence, RI 02940-3010
USA Telephone No.: 800-426-5523 (toll-free)
www.computershare.com |
The following should be noted with respect to the Plan:
If you participate in the Share Distribution Plan, whenever the Board of Directors of the Fund declares an income dividend or net capital gain distribution, you will automatically receive your distribution in newly issued shares (cash will be paid in lieu of fractional shares) if the market price of the shares on the date of the distribution is at or above the net asset value of the shares. The number of shares to be issued to you by the Fund will be determined by dividing the amount of the cash distribution to which you are entitled (net of any applicable withholding taxes) by the greater of the net asset value (NAV) per share on such date or 95% of the market price of a share on such date. If the market price of the shares on such a distribution date is below the NAV, the Plan Agent will, as agent for the participants, buy shares on the open market, on the New York Stock Exchange or elsewhere, for the participant’s account on, or after, the payment date. There is no service charge for purchases under this Plan.
For U.S. federal income tax purposes, shareholders receiving newly issued shares pursuant to the Share Distribution Plan will be treated as receiving income or capital gains in an amount equal to the fair market value (determined as of the distribution date) of the shares received and will have a cost basis equal to such fair market value. Shareholders receiving a distribution in the form of shares purchased in the open market pursuant to the Plan will be treated as receiving a distribution of the cash distribution that such shareholder would have received had the shareholder not elected to have such distribution reinvested and will have a cost basis in such shares equal to the amount of the distribution.
There will be no brokerage charge to participants for shares issued directly by the Fund under the Plan. Each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases of shares in connection with the Plan. The Fund will pay the fees of the Plan Agent for handling the Plan.
You may terminate your account under the Share Distribution Plan by notifying the Plan Agent in writing. The Plan may be terminated by the Plan Agent or the Fund with notice to you at least 30 days prior to any record date for the payment of any distribution by the Fund. Upon any termination, the Plan Agent will deliver a certificate or certificates for the full shares held for you under the Plan and a cash adjustment for any fractional shares.
You also have the option of instructing the Plan Agent to make semi-annual cash purchases of shares in the open market. There is a service charge of $1.25 for each purchase under this Share Purchase Plan.
JUNE 30, 2007 JF CHINA REGION FUND, INC. 19
DIRECTORS AND ADMINISTRATION
(Unaudited)
| Officers and Directors | | | | The Rt. Hon. The Earl of Cromer —
Director and Chairman of the Board
Alexander R. Hamilton — Director
Julian M. I. Reid — Director
Simon J. Crinage — President
Michael J. James — Treasurer
Hilary A. Lowe — Secretary | |
|---|
| |
| Investment Adviser | | | | JF International Management Inc.
P.O. Box 3151
Road Town, Tortola
British Virgin Islands | | | | |
| |
| Administrator | | | | From January 1, 2007
J.P. Morgan Investor Services, Co.
73 Tremont Street, 11th Floor
Boston, Massachusetts 02108
U.S.A. | | To December 31, 2006
PFPC Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809
U.S.A. |
| |
| Custodian | | | | From January 1, 2007
JPMorgan Chase Bank N.A.
73 Tremont Street, 11th Floor
Boston, Massachusetts 02108
U.S.A. | | To December 31, 2006
Citibank N.A.
New York:
111 Wall Street, 16th Floor
New York, New York 10005
U.S.A. |
| |
| | | | | | | Hong Kong:
Citibank Tower
Citibank Plaza
3 Garden Road
Hong Kong |
| |
Independent Registered
Public Accounting Firm | | | | PricewaterhouseCoopers LLP
300 Madison Avenue
New York, New York 10017
U.S.A. | | | | |
| |
| Legal Counsel | | | | Cleary Gottlieb Steen & Hamilton LLP
New York:
1 Liberty Plaza
New York, New York 10006
U.S.A. | | | | |
| |
| | | | | Hong Kong:
Bank of China Tower
1 Garden Road
Hong Kong | | | | |
| |
| Registrar, Transfer Agent, and Dividend Paying Agent | | | | Computershare Trust Company, N.A.
P. O. Box 43010
Providence, Rhode Island 02940-3010
U.S.A. | | | | |
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase shares of its common stock in the open market.
www.jfchinaregion.com
20 JF CHINA REGION FUND, INC. JUNE 30, 2007
This report, including the financial statements herein, is sent to the stockholders of the Fund for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report.
© JPMorgan Chase & Co., 2007 All rights reserved. June 2007. | | |
ITEM 2. CODE OF ETHICS.
Disclose whether, as of the end of the period covered by the report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, explain why it has not done so.
The registrant must briefly describe the nature of any amendment, during the period covered by the report, to a provision of its code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item. The registrant must file a copy of any such amendment as an exhibit pursuant to Item 12(a)(1), unless the registrant has elected to satisfy paragraph (f) of this Item by positing its code of ethics on its website pursuant to paragraph (f)(2) of this Item, or by undertaking to provide its code of ethics to any person without charge, upon request, pursuant to paragraph (f)(3) of this Item.
If the registrant has, during the period covered by the report, granted a waiver, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or third party, that relates to one or more items set forth in paragraph (b) of this Item, the registrant must briefly describe the nature of the waiver, the name of the person to whom the waiver was granted, and the date of the waiver.
Not applicable to a semi-annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) (1) Disclose that the registrant’s board of directors has determined that the registrant either:
| (i) Has at least one audit committee financial expert serving on its audit committee; or |
(ii) Does not have an audit committee financial expert serving on its audit committee.
(2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is “independent.” In order to be considered “independent” for purposes of this Item, a member of an audit committee may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee:
(i) Accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer; or
(ii) Be an “interested person” of the investment company as defined in Section 2(a)(19) of the Act (15 U.S.C. 80a-2(a)(19)).
(3) If the registrant provides the disclosure required by paragraph (a)(1)(ii) of this Item, it must explain why it does not have an audit committee financial expert.
Not applicable to a semi-annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
(b) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
(c) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
(d) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item. Registrants shall describe the nature of the services comprising the fees disclosed under this category.
(e) (1) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
(2) Disclose the percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.
(g) Disclose the aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant.
(h) Disclose whether the registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
Not applicable to a semi-annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) If the registrant is a listed issuer as defined in Rule 10A-3 under the Exchange Act (17CFR 240.10A-3), state whether or not the registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). If the registrant has such a committee, however designated, identify each committee member. If the entire board of directors is acting as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act (15 U.S.C. 78c(a)(58)(B)), so state.
(b) If applicable, provide the disclosure required by Rule 10A-3(d) under the Exchange Act (17CFR 240.10A-3(d)) regarding an exemption from the listing standards for all audit committees.
Not applicable to a semi-annual report.
ITEM 6. SCHEDULE OF INVESTMENTS
File Schedule I – Investments in securities of unaffiliated issuers as of the close of the reporting period as set forth in Section 210.12-12 of Regulation S-X, unless the schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Included in Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
A closed-end management investment company that is filing an annual report on this Form N-CSR must, unless it invests exclusively in non-voting securities, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, on the one hand, and those of the company’s investment adviser; principal underwriter; or any affiliated person (as defined in Section 2(a)(3) of the Investment Company Act of 1940 (15 U.S.C. 80a-2(a)(3)) and the rules thereunder) of the company, its investment adviser, or its principal underwriter, on the other. Include any policies and procedures of the company’s investment adviser, or any other third party, that the company uses, or that are used on the company’s behalf, to determine how to vote proxies relating to portfolio securities.
Not applicable to a semi-annual report.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a) Not applicable to a semi-annual report.
(b) There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a) (1) of this Item in the registrant’s most recently filed annual report on Form N-CSR.
ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
(a) If the registrant is a closed-end management investment company, provide the information specified in paragraph (b) of this Item with respect to any purchase made by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act (17 CFR 240.10b-18(a)(3)), of shares or other units of any class of the registrant’s equity securities that is registered by the registrant pursuant to Section 12 of the Exchange Act (15 U.S.C. 781).
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of directors since the registrant last provided disclosure in response to the requirements of item 7 (d) (2) (ii) (G) of Schedule 14A (17 CFR 240.14a-101), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) Disclose the conclusions of the registrant’s principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240.13a-15(b) or 240.15d-15(b)).
The registrant’s principal executive and principal financial officers, or persons performing similar functions, 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 (“1940 Act”) (17 CFR 270.30a-3 (c) )) are effective, as of June 30, 2007, 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 Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15 (b) or 240.15d-15 (b)).
(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s second 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.
There were no changes in the Registrant’s internal control over financial reporting that occurred during the last fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
ITEM 12. EXHIBITS.
(a) File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.
(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit.
Not applicable.
(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2).
Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto.
(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.
Not applicable.
(b) A separate or combined certification for each principal executive officer and principal officer of the registrant as required by Rule 30a-2(b) under the Act of 1940.
Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JF China Region Fund, Inc.
By: | /s/_____________________________ |
Simon Crinage
President and Principal Executive Officer
September 7, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/___________________________ |
Simon Crinage
President and Principal Executive Officer
September 7, 2007
By: | /s/____________________________ |
Michael J. James
Treasurer and Principal Financial Officer
September 7, 2007
