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 (‘1940 Act’). 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.
Valuations reflected in this report are as of the report date. As a result, changes in valuation due to market events and/or issuer related events after the report date and prior to issuance of the report are not reflected herein.
The various inputs that are used in determining the fair value of the Fund’s investments are summarized into the three broad levels listed below.
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
The following table represents each valuation input by sector as presented on the Investment Portfolio:
NOTES TO FINANCIAL STATEMENTS
AT JUNE 30, 2010 (Unaudited) (continued)
ii) Foreign Currency Translation — The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the mid-market price of such currencies against U.S. dollars as follows:
| • | | investments, other assets, and liabilities at the prevailing rates of exchange on the valuation date; |
| • | | investment transactions and investment income at the prevailing rates of exchange on the dates of such transactions. |
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of the securities held 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.
iii) Restricted and Illiquid Securities — The Fund invests in securities that are subject to legal or contractual restrictions on resale or are illiquid. Restricted securities generally may be resold in transactions exempt from registration. An illiquid security is a security which cannot be disposed of promptly (within seven days) and in the usual course of business at approximately its fair value and includes repurchase agreements maturing in excess of seven days, time deposits with a withdrawal penalty, non-negotiable instruments and instruments for which no market exists. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at the current valuation may be difficult.
iv) Distribution of Income and Gains — The Fund intends to distribute to stockholders, at least annually, substantially all of its net investment income and expects to distribute annually any net long-term capital gains in excess of net short-term capital losses. An additional distribution may be made to the extent necessary to avoid the payment of a 4% Federal excise tax.
Income and capital gain distributions are determined in accordance with Federal income tax regulations and may differ from those determined in accordance with GAAP.
v) Other — Security transactions are accounted for on trade date. Realized gains and losses on the sale of investment securities are determined on the identified cost basis. Interest income is recognized on the accrual basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date or when the Fund first learns of the dividend.
vi) Foreign Taxes — The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests.
3. Investment Transactions
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, 2010, the Fund made purchases of $32,137,303 and sales of $32,668,156 of investment securities other than short-term investments. There were no purchases or sales of U.S. Government securities.
| 16 JF CHINA REGION FUND, INC. | | JUNE 30, 2010 | |
4. Related party, Other Service Provider Transactions and Directors
i) JF International Management Inc. (the Investment ‘Advisor’), 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 Advisor is paid a fee, computed weekly and payable monthly, at the annual rate of 1.00% of the Fund’s weekly net assets. Investments in funds on which the Advisor or its affiliates charges a management fee are excluded from the calculation.
ii) During the six months ended June 30, 2010, the Fund did not pay any brokerage commissions to JPMorgan Chase Group companies or affiliated brokers/dealers.
iii) Other Service Providers — Pursuant to an Administration Agreement, JPMorgan Investor Services, Co. (the “Administrator”), an indirect, wholly-owned subsidiary of JPMorgan Chase & Co., provides certain administration services to the Fund. The Fund pays an annual administration fee of $87,500 in respect of tax, compliance, financial reporting and regulatory services.
JPMorgan Chase Bank, N.A. (‘JPMCB’), an affiliate of the Fund, provides portfolio custody and accounting services for the Fund. The amounts paid directly to JPMCB by the Fund for custody and accounting services are included in Custodian and accounting fees in the Statement of Operations. In consideration of the accounting services, JPMCB receives a fee computed daily and paid monthly at the annual rate of 0.02% of the first $12.5 billion of the average daily net assets of all funds in the JPMorgan International Fund Complex and 0.0175% of the average daily net assets in excess of $12.5 billion of all such funds subject to a minimum annual fee of $25,000. The custodian fees are split between safekeeping and transaction changes and vary by market.
iv) Directors — The Fund pays each of its Directors who is not a director, officer or employee of the Advisor, Administrator or any affiliate thereof, an annual fee of $22,000, the Audit Committee Chairman $26,000 and the Chairman $32,000 plus a $3,000 attendance fee for each Board meeting, Management Engagement Committee meeting and 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 10, 2009, 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 644,764 shares (10% of its then issued and outstanding shares) in the open market through September 9, 2010. 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, 2010 and the year ended December 31, 2009, the Fund did not repurchase any shares under the share repurchase program.
6. Risks and Uncertainties
i) China Region — Investing in securities of “China Region companies” may include certain risks and considerations not typically associated with investing in U.S. securities. In general, China Region companies are those that are organized under the laws of, or have a principal office in, the People’s Republic of China (including Hong Kong and Macau) (“China”), or Taiwan; the principal securities market for which is China or Taiwan; that derives at least 50% of its total revenues or profits from goods or services that are produced or sold, investments made, or services performed in China or Taiwan; or at least 50% of the assets of which are located in China or Taiwan. Such risks include fluctuating currency values and changing local and regional economic,
| JUNE 30, 2010 | | JF CHINA REGION FUND, INC. 17 | |
NOTES TO FINANCIAL STATEMENTS
AT JUNE 30, 2010 (Unaudited) (continued)
political and social conditions, which may result in greater market volatility. In addition, these securities may not be as liquid as U.S. securities. At June 30, 2010, the Fund had 40.7%, 32.2%, and 27.1% of its total investments invested in China, Hong Kong, and Taiwan, respectively.
ii) Foreign Transactions — Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the level of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
iii) 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
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 Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits or losses will significantly change in the next twelve months. However, the Fund’s conclusions may be subject to future review based on changes in, or the interpretation of, the accounting standards or tax laws and regulations. The Fund’s federal tax returns for the prior three fiscal years remain subject to examination by the Internal Revenue Service.
| 18 JF CHINA REGION FUND, INC. | | JUNE 30, 2010 | |
Results of the Annual Stockholders’ Meeting
The Fund held its annual stockholders’ meeting on May 13, 2010. At this meeting, stockholders elected the following nominees to the Fund’s Board of Directors.
I) Election of Directors
Nominees
|
|
|
| Votes For
|
| Votes Withheld
|
| Shares
Not Voted
|
| Total Voting Shares
|
|---|
| Alexander R. Hamilton | | | | | 5,253,332 | | | | 140,241 | | | | 1,054,064 | | | | 6,447,637 | |
| John R. Rettberg | | | | | 5,255,534 | | | | 138,039 | | | | 1,054,064 | | | | 6,447,637 | |
OTHER INFORMATION
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 are used by the Fund’s investment advisor to vote proxies relating to the Fund’s portfolio securities is available (1) without charge, upon request, by calling +44 20 7742 3477; and (2) as an exhibit to the Fund’s annual report on Form N-CSR which is available on the website of the Securities and Exchange Commission (the “Commission”) at http://www.sec.gov. Information regarding how the investment adviser votes these proxies is now available by calling the same number and on the Commission’s website. The Fund has filed its report on Form N-PX covering the Fund’s proxy voting record for the 12 month period ending June 30, 2010.
Certifications
Simon J. Crinage, as the Fund’s President, has certified to the New York Stock Exchange that, as of May 5, 2010, 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.
| JUNE 30, 2010 | | JF CHINA REGION FUND, INC. 19 | |
Fund Management
Information pertaining to the Directors and officers of the Fund is set forth below.
Name, (DOB), Address and
Position(s) with Fund
|
|
|
| Term of
Office and
Length of
Time Served
|
| Principal Occupation(s) During
Past 5 Years
|
| Number of
Portfolios in
Fund Complex
Overseen by
Director*
|
| Other Trusteeships/
Directorships Held by Director
|
|---|
Independent Directors |
The Rt. Hon.
The Earl of Cromer
(June 3, 1946)
Finsbury Dials
20 Finsbury Street
London, EC2Y 9AQ
United Kingdom
Chairman and Class I
Director | | | | Three year term ends in 2012; Chairman and Director since 1994. | | Chairman of the Board of the Fund; Chairman of the Board, Western Provident Association (insurance), London Asia Capital plc (financial); Sunrise New Energy Group Limited (utility); Pedder Street Asia Absolute Return Fund Limited (financial); LG Asia Plus Fund Limited (financial); Director, Schroder AsiaPacific Fund Limited (financial) and Chief Executive Officer, Cromer Associates Limited (family business). | | 1 | | See Principal Occupation. |
| |
Alexander Reid Hamilton
(October 4, 1941)
P.O. Box 12343
General Post Office
Hong Kong
Class II Director | | | | Three year term ends in 2013; Director since 1994. | | Director of Citic Pacific Limited (infrastructure), China Cosco Holdings Company Limited (shipping), Esprit Holdings Limited (clothing retail), Shangri-La Asia Limited (hotels) and Octopus Cards Limited (financial services). | | 1 | | See Principal Occupation. |
| |
Julian M. I. Reid
(August 7, 1944)
Finsbury Dials,
20 Finsbury Street
London, EC2Y 9AQ
United Kingdom
Class III Director | | | | Three year term ends
in 2011; Director since 1998. | | Chief Executive Officer of 3a Funds Group (financial); Director and Chairman of Morgan’s Walk Properties Limited (property); Director and Chairman of The Korea Fund, Inc. (financial); Director and Chairman of Prosperity Voskhod Fund (financial); Director and Chairman of ASA Limited (financial) and Director of 3a Global Growth Fund Limited (financial). | | 1 | | See Principal Occupation. |
| 20 JF CHINA REGION FUND, INC. | | JUNE 30, 2010 | |
Name, (DOB), Address and
Position(s) with Fund
|
|
|
| Term of
Office and
Length of
Time Served
|
| Principal Occupation(s) During
Past 5 Years
|
| Number of
Portfolios in
Fund Complex
Overseen by
Director*
|
| Other Trusteeships/
Directorships Held by Director
|
|---|
Independent Directors (continued) |
John R. Rettberg
(September 1, 1937)
1 Beacon St.
Boston, MA 02108
USA
Class II Director | | | | Term ends in 2013; Director since 2008 | | Trustee, JPMorgan Alternative Products mutual fund Board 1997 to 2009. | | 1 | | See Principal Occupation. |
Interested Director & President of the Fund |
Simon J Crinage
(May 10, 1965)
Finsbury Dials,
20 Finsbury Street
London, EC2Y 9AQ
United Kingdom
Class I Director
and President | | | | Term as Director ends in 2012; Director since May, 2009 & President since 2003 | | Managing Director, J.P. Morgan Asset Management. | | 1 | | None. |
| * | | The Fund is the only fund in the Fund Complex. |
| JUNE 30, 2010 | | JF CHINA REGION FUND, INC. 21 | |
Fund Management
(continued)
Information pertaining to the officers of the Fund is set forth below.
Name, (DOB), Address and
Position(s) with Fund
|
|
|
| Term of Office and
Length of Time Served
|
| Principal Occupation(s)
During Past 5 Years
|
|---|
Officers who are not Directors |
Michael J. James (May 11, 1967)
Finsbury Dials,
20 Finsbury Street
London, EC2Y 9AQ
United Kingdom
Treasurer | | | | Since 2006** | | Treasurer of the Fund; Vice President, J.P. Morgan Asset Management. |
| |
Christopher D. Legg (March 12, 1982)
Finsbury Dials,
20 Finsbury Street London, EC2Y 9AQ
United Kingdom
Secretary | | | | Since 2008** | | Secretary of the Fund; Associate, J.P. Morgan Asset Management. |
| |
Muriel Y.K. Sung
(September 25, 1966)
8 Connaught Road
Central/Hong Kong
Chief Compliance Officer | | | | Since 2004** | | Chief Compliance Officer of the Fund; Vice President, J.P. Morgan Asset Management. |
| ** | | The officers of the Fund serve at the discretion of the Board. |
| 22 JF CHINA REGION FUND, INC. | | JUNE 30, 2010 | |
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, 2010 | | JF CHINA REGION FUND, INC. 23 | |
Directors and Administration
(Unaudited)
| Officers and Directors | | | | The Rt. Hon. The Earl of Cromer —
Director and Chairman of the Board
Simon J. Crinage — Director and President
Alexander R. Hamilton — Director
Julian M. I. Reid — Director
John R. Rettberg — Director
Michael J. James — Treasurer
Christopher D. Legg — Secretary
Muriel Y.K. Sung — Chief Compliance Officer | |
| |
| Investment Adviser | | | | JF International Management Inc.
P.O. Box 3151
Road Town, Tortola
British Virgin Islands | | | | |
| |
| Administrator | | | | J.P. Morgan Investor Services, Co.
1 Beacon Street, 18th Floor
Boston, Massachusetts 02108
U.S.A. | | |
| |
| Custodian | | | | JPMorgan Chase Bank N.A.
1 Beacon Street, 18th Floor
Boston, Massachusetts 02108
U.S.A. | | |
| |
Independent Registered
Public 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
| 24 JF CHINA REGION FUND, INC. | | JUNE 30, 2010 | |
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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., 2010 All rights reserved. June 2010. | | |
ITEM 2. CODE OF ETHICS.
Not required for this filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not required for this filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not required for this filing.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not required for this filing.
ITEM 6. SCHEDULE OF INVESTMENTS
(a) Schedule of Investments is included as part of Item 1.
(b) Not applicable to the Fund.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not required for this filing.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
| (a) | Not applicable to a semiannual report. |
| (b) | There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the 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.
Not applicable to the Fund.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the Fund’s board of directors since the Fund filed its last form N-CSR.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The Fund's principal executive and principal financial officers have concluded that the Fund'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 Fund'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 Fund's second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund's internal control over financial reporting.
ITEM 12. EXHIBITS.
| (a)(1) Not required for this filing. |
| (a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940. |
| (a)(3) Not required for this filing. |
| (a)(4) Not required for this filing. |
(b) The certifications required by Rule 30a-2(b) of the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JF China Region Fund, Inc.
By: | /s/_____________________________ |
Simon Crinage
President and Principal Executive Officer
September 3, 2010
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 3, 2010
By: | /s/____________________________ |
Michael J. James
Treasurer and Principal Financial Officer
September 3, 2010
