Lse Aemc 2021
Lse Aemc 2021
Lse Aemc 2021
Company Limited
(Formerly Aberdeen Emerging Markets Investment Company Limited)
Annual Report
31 October 2021
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION. If you are in any doubt about the
action you should take, you are recommended to seek your
own financial advice from your stockbroker, bank manager,
solicitor, accountant or other financial adviser authorised
under the Financial Services and Markets Act 2000 (as
amended by the Financial Services Act 2012) if you are in the
United Kingdom or, if not, from another appropriately
authorised financial adviser.
@abrdnTrusts
abrdn China Investment Company Limited 1
Contents
Overview
abrdn China Investment
Overview
Financial Highlights 02
Strategic Report
The Investment Manager's Approach to ESG 16
Segment of the London Stock Information about the Manager, Investment Manager and
Portfolio
The Company’s name, Investments 21
Portfolio
Governance
policy were changed following Directors’ Report
Corporate Governance Statement
23
31
approval by shareholders at Promoting the Success of the Company 40
Governance
and in November 2021 the
Depositary Report 47
Statements
Financial
Notes to the Financial Statements 57
Financial Highlights
Net asset value (“NAV”) per NAV per Ordinary share2 Ordinary share price total return1,3,4
Ordinary share total return1,3,4
2020+8.9%
+19.8% 813.2p +18.7%
2020698.3p 2020+12.2%
Ordinary share price – mid market Discount3 Reference Index Net Total
Return in sterling terms
695.0p
2020605.0p
-14.5% +10.7%
2020-13.4% 2020+8.2%
0.98%
20201.02%
1
Performance figures stated above include reinvestment of dividends on the ex-date
2
See note 14 in the Notes to these Financial Statements for basis of calculation
3
Definitions of these Alternative Performance Measures (‘APMs’) together with how these have been calculated can be found on pages 77 and 78
4
The Company's performance was attributable to the fund being managed in accordance with its previous investment objective, which was to achieve consistent returns for
shareholders in excess of the MSCI Emerging Markets Net Total Return Index in sterling terms and the new investment objective, following approval by shareholders at the
EGM on 26 October 2021, which is to produce long-term capital growth by investing predominantly in Chinese equities.
Financial Calendar
Overview
“I would like to extend a Financial Calendar
Strategic Report
Online Shareholder
shareholders to the Presentation 30 March 2022
newly formed abrdn
China Investment Annual General Meeting
12 April 2022
Company Limited. Many ("AGM”) (London)
Portfolio
of you have been
long-term shareholders Half year end 30 April 2022
in Aberdeen Emerging
Markets Investment Announcement of
Governance
Company Limited and I Half-Yearly Financial
Report for the six months June 2022
also very much ending 30 April 2022
Statements
Financial
shares in Aberdeen Announcement of Annual
January / February
New Thai Investment Report and Accounts
2023
for the year ending
Trust PLC.” 31 October 2022
Chairman’s Statement
Introduction The described events took place towards the end of our
First, I would like to extend a warm welcome to all shareholders financial year, so this Annual Report necessarily covers the
to our newly formed abrdn China Investment Company Limited activity of the Company during the financial year and therefore
(“ACIC” or the “Company”). Many of you have been long-term overwhelmingly refers to the emerging markets mandate
shareholders in Aberdeen Emerging Markets Investment under AEMC. Recognising the unusual position of the Company
Company Limited (“AEMC”) and I also very much welcome was in at the year end, where it was transitioning from being
those of you who previously held shares in Aberdeen New Thai invested in emerging markets, Bernard Moody and Andrew
Investment Trust PLC (“ANW” or “New Thai”). Lister have produced the Investment Manager's Report
covering the activity in the year and we have asked Nicholas
The last six months have been momentous for the Company. In Yeo and Elizabeth Kwik, our new portfolio managers, to provide
the Half-Yearly Report I set out the challenges we were facing an introduction to the Chinese portfolio and the investment
with AEMC - a lack of liquidity with a small free float, a process they will be using. We have also provided two portfolio
persistently wide discount and a reluctance from many listings. The first, which is required under accounting
investors to engage with a fund of funds structure. Even after a standards, reflects the position as at 31 October 2021. The
period of sustained absolute and relative outperformance more interesting one is the positioning as at 31 December 2021
these headwinds persisted. We therefore decided that a as this shows how the new team have positioned the portfolio
significant change in the mandate was in shareholders’ and therefore gives current and prospective investors a much
interests. Our objective was to remain within the emerging better pointer to the future direction of the Company. I should
market universe but to invest directly in equities. We stress that we have only requested this additional disclosure
considered a number of options but kept returning to the fact for this year because of the extremely unusual position the
that after the New York Stock Exchange and NASDAQ, the Company was in at the year end and should not be seen as a
Shanghai Stock Exchange is now the largest in the world. China precedent. I very much look forward to reporting on the
represented AEMC’s largest country exposure, and the Chinese progress of ACIC which will be the focus of the upcoming 2022
stock market offers a wide range of companies with compelling Half-Yearly Report to be published in June.
long-term growth prospects. China is also under represented
in the Investment Trust world. Before putting the proposal for a Management Fee
new China mandate to shareholders, we wanted to secure a At the same time, the management fee arrangements were
first class investment management team with the experience renegotiated. From 9 November 2021, the management fee is
and track record in China equity investment as we seek to based on the Company’s market capitalisation, rather than net
deliver strong long-term performance for the future. We also assets. This better aligns the interests of shareholders and the
sought an investment manager with experience in the Manager as the latter is incentivised to narrow the discount.
Investment Trust sector that was not already managing a UK The new fee is tiered, with the first £150 million of market
China Investment Trust. Our comprehensive selection process capitalisation being charged at 0.80%, the next £150 million at
steered us back to abrdn which fulfils these criteria. 0.75% and the the balance over £300 million being charged at
Furthermore, we deemed the opportunity to merge with New 0.65%. In addition, as part of the arrangement, the Manager
Thai advantageous to shareholders. This merger helped to has agreed to waive this management fee for the first six
shore up assets even after allowing for the 15% tender offer months as a contribution to the costs of the reorganisation of
and gave us the opportunity to bring on two excellent the Company.
directors, Anne Gilding and Sarah MacAulay, to strengthen the
board of the newly formed ACIC with the revised investment
Performance
I am pleased to report that over the year to 31 October 2021
objective “to produce long-term capital growth by investing
the Company’s net asset value (“NAV”) total return per
predominantly in Chinese equities”.
Ordinary share was 19.8%. This compares favourably with a
The change in investment policy was approved by shareholders blended Reference Index total return of 10.7% in sterling terms
at an Extraordinary General Meeting (“EGM”) held on 26 against which the Company was measured during the year.
October 2021, and the Scheme of Arrangement with the The Reference Index of the Company was changed to the MSCI
shareholders of New Thai was completed on 9 November 2021. China All Shares Index with effect from 1 November 2021.
abrdn China Investment Company Limited 5
Overview
The Ordinary share price total return for the year was 18.7%, as Changes to Share Capital and Discount Management
Strategic Report
the discount to NAV at which the Company’s shares trade Policy
widened slightly, to 14.5% as compared to 13.4% at the start of The Company did not buy back or issue any shares during the
the financial year. I am pleased to note that at the time of year.
writing, the discount to NAV has narrowed to around 11%. The
Board believes that an element of this narrowing can be However, immediately following the year end and as part of the
attributed to the market recognising the opportunities that the scheme of arrangement with New Thai, the Company made a
Company’s new mandate offers. tender offer to all shareholders that it would buy back up to
Portfolio
15% of the Ordinary shares in issue at a 2% discount to NAV. As
Dividends a result of the offer, 6,894,773 Ordinary shares were tendered
Prior to the merger with New Thai, the Company’s policy was to and bought back into treasury at a price of 801.92p per
make quarterly distributions by way of dividends funded from Ordinary share.
a combination of income and capital. Accordingly, three interim
dividends, each of 5.75p per Ordinary share were paid on Simultaneously, 7,554,440 new Ordinary shares were issued to
26 March, 25 June and 24 September 2021. the shareholders of New Thai who elected to roll their
Governance
shareholding into the Company. Following the completion of
Given the new investment objective, which is to deliver capital the Scheme of Arrangement, the number of Ordinary shares in
growth, the Board has revised its dividend policy to bring it in issue was 46,624,826.
line with this objective. The Board has also revised the dividend
policy to bring distributions in line with the income delivered by The Board’s discount control policy is that the Company’s
the portfolio with the objective of distributing a sufficient shares should not trade at a price which, on average,
proportion of the net income to ensure that the Company represents a discount that is out of line with the Company’s
retains its investment trust status. In this context, this requires direct peer group. To assist the Board in taking action to deal
Statements
Financial
that the Company retains no more than 15% of the income with a material and sustained deviation in the Company’s
generated by the portfolio in the year. The Board therefore discount from its peer group, it seeks authority from
expects that the dividend will be materially lower than has Shareholders annually to buy back shares. Shares may be
been the case in the past and will vary year on year. As the repurchased when, in the opinion of the Board and taking into
distributions are expected to be significantly lower, the Board account factors such as market conditions and the discounts of
has also determined that the Company will in future look to comparable companies, the Company’s discount is higher than
make a single dividend payment each year which will be paid desired and shares are available to purchase in the market. The Information
Corporate
once the annual results are known. Board is of the view that the principal purpose of share
repurchases is to enhance the net asset value (“NAV”) for
Loan Facility and Gearing remaining shareholders, although it may also assist in
The Company has a £25 million multi-currency revolving loan addressing the imbalance between the supply of and demand
facility which is due to mature on 25 March 2022. The Board for the Company’s shares and thereby reduce the scale and
believes that the use of gearing, which is one of the advantages volatility of the discount at which the shares trade in relation to
of a closed ended structure, within pre-determined ranges and the underlying NAV.
at times when the Investment Manager sees attractive
investment opportunities, is beneficial to the longer term Shares in Public Hands
performance of the Company. The Board has previously announced that the number of
Ordinary shares which are deemed by the Listing Rules to be
At the year end the facility was undrawn as the portfolio was held in public hands is below the minimum 25% threshold. The
being restructured. Since the end of the year the loan has Listing Rules provide that shares are not considered to be held
remained undrawn. in public hands (free float) if they are held by persons (or
persons in the same group or persons acting in concert) who
The Company has commenced discussions with its bankers and
have an interest in 5% or more of a listed company’s share
other potential lenders and the Board expects to renew or
capital, as well as shares held by directors of a listed company.
replace the facility when it matures in March.
On this basis, at 31 October 2021, we calculated that 16% of the
issued share capital was in public hands.
6 Annual Report 2021
On 3 December 2021 the FCA announced that it was reducing chargeable gains. The Company will, however, be liable to pay
the proportion of shares required to be in public hands from UK corporation tax on its net income in the normal way.
25% to 10%. As a consequence, the Company no longer Income arising from overseas investments may be subject to
breaches the regulation. The Board estimates that, following foreign withholding taxes at varying rates, but double taxation
the merger, the concentration of the largest holders has been relief may be available. The Company should in practice be
reduced and that around 24% of the Company’s shares are exempt from UK corporation tax on dividend income received,
currently in public hands. provided that such dividends fall within one of the “exempt
classes” in Part 9A of the Corporation Tax Act 2009.
The Board will continue to monitor the Company’s free float,
but believes that the combination of the improved liquidity of Annual General Meeting (“AGM”) and Online
the Company’s shares and the lower threshold applied by the Shareholder Presentation
FCA means that the issue is no longer of key concern at this
time. AGM
The AGM will be held at 12 noon on 12 April 2022 at the offices
Continuation Vote and Future Performance Linked of abrdn plc, Bow Bells House, 1 Bread Street, London
Tender Offers EC4M 9HH. The meeting will include a presentation from the
At the EGM held on 26 October 2021, shareholders approved Investment Manager and will be followed by lunch.
new Articles of Association which contain a provision for
continuation resolutions to be put to shareholders such that, at We encourage all shareholders to complete and return the
the Company’s annual general meeting to be held in 2027 and proxy form enclosed with the Annual Report so as to ensure
at every fifth annual general meeting thereafter, the Directors that your votes are represented at the meeting. If you hold your
undertake to propose an ordinary resolution that the Company shares in the Company via a share plan or a platform and
continue in existence (the “Continuation Resolution”). If the would like to attend and/or vote at the AGM, then you will need
Continuation Resolution is not passed then within four months to make arrangements with the administrator of your share
of the vote to continue failing the Directors shall formulate and plan or platform. For this purpose, investors who hold their
put to shareholders proposals relating to the future of the shares in the Company via the abrdn Investment Plan for
Company, having had regard to, inter alia, prevailing market Children, Share Plan or ISA will find a Letter of Direction
conditions and applicable regulations and legislation. enclosed. Shareholders are encouraged to complete and return
the Letter of Direction in accordance with the instructions.
In addition, the Board intends that, if the Company’s NAV total
return over five years ending December 2026 does not exceed Given the evolving nature of the Covid-19 pandemic, should
the total return of the MSCI China All Shares Index (in sterling circumstances change significantly, rendering an in-person
terms), the Company will undertake a tender offer for up to AGM inadvisable or not permissible, we will notify shareholders
25% of the Company’s issued share capital (excluding any of any changes to the arrangements by updating the
Shares held in treasury). Any such tender offer will be at a price Company’s website, abrdnchina.co.uk, and through an RNS
equal to the then prevailing formula asset value (“FAV”) per announcement, where appropriate, with as much notice as
Share less 2%. possible.
Investment Trust status The Notice of the Meeting is contained on pages 85 to 87.
Following the merger with New Thai, the Company applied to
Online Shareholder Presentation
HMRC for approval as an investment trust under Chapter 4 of
In order to encourage as much interaction as possible with our
Part 24 CTA 2010 and Chapter 1 of Part 2 of The Investment
shareholders, we will also be hosting an Online Shareholder
Trust Tax Regulations. As a result, the Company will be
Presentation, which will be held at 10.00am on 30 March 2022.
considered to be an investment trust from the start of the
At this event you will receive a presentation from the
current financial year and will become resident in the United
Investment Manager and have the opportunity to ask live
Kingdom for tax purposes. In respect of each accounting period
questions of the Chairman and the Investment Manager. The
for which the Company is approved by HMRC as an investment
online presentation is being held ahead of the AGM to allow
trust, the Company will be exempt from UK taxation on its
shareholders to submit their proxy votes prior to the meeting.
abrdn China Investment Company Limited 7
Overview
Full details on how to register for the online event can be found As previously advised, it is my intention to retire from the
Strategic Report
at: bit.ly/abrdn-China-webinar Board once my succession is agreed and at least one new
Director has been appointed. I envisage that this shall be
Details are also contained on the Company’s website. achieved well before the 2023 AGM, we shall of course keep
shareholders fully informed.
You will be able to submit questions in advance of the Online
Shareholder Presentation and the AGM at the following email Outlook
address: [email protected]. The Chinese Equities team has now been running the portfolio
Portfolio
for almost four months and I am delighted to report that the
Should you be unable to attend the online event, the
portfolio has got off to a good start, outperforming the
Investment Manager’s presentation will be made available on
investment trust sector average in that time, albeit in testing
the Company’s website shortly after the presentation.
times, particularly since the start of 2022. This is early evidence
In the meantime, the Board strongly encourages all of the capabilities of the team, who are all based in Hong Kong
shareholders to exercise their votes in respect of the AGM in and Shanghai and are able to bring their experience of
advance of the meeting, and to appoint the Chairman of the investing in an “All China” mandate, incorporating as it does
Governance
meeting as their proxy, by completing the enclosed form of companies listed on exchanges in Hong Kong, Shanghai and
proxy, or letter of direction for those who hold shares through Shenzen. The Investment Manager is in the process of applying
the abrdn savings plans. This should ensure that your votes are for a Qualified Foreign Investor (“QFI”) licence which will allow
registered. the Company to exploit this expertise more fully and the
Investment Manager expects the number of holdings to
Management Team stabilise at around 50 positions.
abrdn recommended appointing Nicholas Yeo and Elizabeth
We hope that the timing of the change of the mandate may yet
Statements
Financial
Kwik to lead the Chinese equities team when the decision was
made to change the investment mandate. They will manage the prove to be fortuitous – Chinese equity markets fell over 20% in
Company’s portfolio from Hong Kong and Shanghai, where the sterling terms in 2021, while the FTSE All-Share Index was up
13 strong Chinese equities team is based. As part of the search 14%. Consensus is that China will become the largest economy
process, the Board met the team and were impressed by them in the world by the end of the decade and, while we would be
and their track record. naive to expect that there will not be bumps in the road, we
believe that the prospects for a portfolio focused on this
At the same time, Bernard Moody and Andrew Lister will cease growth market are good. We believe that the regulatory Information
Corporate
to be involved in the day–to-day running of the portfolio. On changes that we saw the Chinese Government impose last year
behalf of the Board, I would like to thank Bernard, Andrew and have now been priced in to the market and we do not expect to
the whole of the Closed End Fund Strategies team who have see much further intervention by the Government on such a
done an excellent job of managing the portfolio and it should scale. When this is coupled with the early signs of easing of
be stressed that the change of mandate and management Covid restrictions in some Western markets and a more benign
team is not in any way a reflection of the service that they economic backdrop in China, the Board is optimistic that the
provided. We wish them well. long-term prospects of the Company are compelling.
Board Composition
I am delighted to welcome Anne Gilding and Sarah MacAulay to
the Board. They joined following the Scheme of Arrangement,
both having been directors of New Thai. Mark Hadsley-Chaplin
Chairman
William Collins has announced his intention to retire from the 24 February 2022
Board at the Company’s AGM, he has made an invaluable
contribution over his ten year tenure and I shall make further
tribute to him in the Half-Yearly Report after his departure. In
the meantime, his role as Senior Independent Director has now
been passed to Helen Green.
8 Annual Report 2021
Strategic
Report
We see the brightest future for firms able to adapt to changing
regulatory frameworks and align with policy objectives in areas
such as digital innovation, green technology, access to
affordable healthcare and improved livelihoods. We are focused
on five themes that we believe will drive returns in 2022.
abrdn China Investment Company Limited 9
Overview
Market Environment inflation pushed US bond yields higher, negatively impacting
Strategic Report
Emerging markets began the period strongly as the prospect of sentiment towards emerging market assets. As the year
vaccine roll-outs led investors to focus on the potential for a progressed, the MSCI Emerging Markets Index was largely
rebound in global economic activity. This, in turn, resulted in range-bound and performance was hampered by increased
significant style rotation, with those markets, sectors and regulatory scrutiny of companies with internet enabled
stocks which had suffered the greatest economic impact in the business models in China. Sentiment towards China
early stages of the pandemic rallying strongly. The “risk-on” deteriorated further late in the period as investors focused on
environment saw the US dollar weaken and a rally in the prices default risks in the real estate sector and the potential for the
Portfolio
of energy and most industrial commodities as well as emerging situation to spiral into a broader financial crisis. For the
market currencies. By late February, the MSCI Emerging financial year in its entirety, the MSCI Emerging Markets Index
Markets Index was up by almost 23%, but it gave up some of rose by 10.7%.
those gains as increasing concerns about the outlook for
Chart 1. ACIC NAV total return compared with the MSCI Emerging Markets Index over the financial year
135
Governance
ACIC NAV per Ordinary share total return MSCI Emerging Markets Index Total Return in sterling terms
130
125
Performance rebased to 100
120
Statements
Financial
115
110
105 Information
Corporate
100
Oct 20 Nov 20 Dec 20 Jan 21 Feb 21 Mar 21 Apr 21 May 21 Jun 21 Jul 21 Aug 21 Sep 21 Oct 21
Source: Aberdeen Asset Managers Limited, Bloomberg. GBP net total returns for the period from 31 October 2020 to 31 October 2021.
10 Annual Report 2021
MSCI EM
EM EMEA
EM Latin America
EM Asia
India
Taiwan
Thailand
Indonesia
Korea
Philippines
Malaysia
China
Pakistan
Russia
Czech Republic
Hungary
Poland
Saudi Arabia
United Arab Emirates
Egypt
South Africa
Kuwait
Qatar
Turkey
Greece
Argentina
Mexico
Colombia
Brazil
Chile
Peru
US
World
UK
Frontier
Japan
-30% -20% -10% 0% 10% 20% 30% 40% 50% 60% 70% 80%
Source: Bloomberg. GBP net total returns for the period from 31 October 2020 to 31 October 2021.
abrdn China Investment Company Limited 11
Overview
Fund Performance holdings traded were a small detractor. The Ordinary share
Strategic Report
During the financial year the Company’s net asset value price total return was 18.7%, as the discount to NAV at which
(“NAV”) total return was 19.8% which compares favourably the Company’s Ordinary shares trade widened to 14.5% from
with the return of 10.7% from the Reference Index. 13.4% at the start of the financial year.
Performance attribution analysis shows that fund selection
was the largest contributor to the Company’s NAV
Portfolio Positioning
During the latter part of the period, we worked to improve
outperformance. In particular, the Company’s investments in
portfolio liquidity whilst retaining market exposure, notably
Aberdeen Standard SICAV I – China A Share Equity Fund,
Portfolio
through reducing exposure to less liquid investments while
Neuberger Berman China Equity Fund and Weiss Korea
adding to exchange traded funds. Following shareholder
Opportunity Fund performed well in comparison with their
approval of the new investment policy on 26 October 2021 we
respective benchmarks. Another meaningful contributor to
began the process of exiting remaining legacy investments.
performance was Russian holding Baring Vostok Investments,
Good progress was made over the final days of the month and
which had an excellent period as several underlying portfolio
69.8% of the Company’s net assets were in cash or pending
holdings completed successful initial public offerings. The only
settlement by period end. The Hong Kong team began the
significant detractor was Naspers which suffered from its
Governance
process of deploying the cash and building the Chinese
exposure to Chinese internet giant Tencent. Asset allocation
portfolio in early November 2021.
was also a positive contributor to relative performance. An
overweight allocation to Russia and underweight positioning Aberdeen Asset Managers Limited
in China were significant positives, in part offset by a negative 24 February 2022
contribution from being underweight in Taiwan. Changes in
the discounts to NAV at which underlying closed-end fund
Statements
Financial
Information
Corporate
12 Annual Report 2021
The China Opportunity and Why Now? Digital: This theme aligns with the government’s objectives of
The enduring strength of China’s vast consumer market allied localisation, improving productivity, lowering costs, increasing
to pro-growth domestic policies underscore our optimism innovation and helping to propel economic growth. Our
about the prospects for A-shares in 2022 and beyond. holdings in this segment are primarily software-related names
which have advantages given their knowledge of the domestic
In contrast to developed markets such as the US and UK, market and preference for localisation in areas such as cyber
where authorities are tightening policy to tame inflation, China security and cloud services. One of our holdings in this area is
has moved to ease financial conditions and access to funding. Venustech, a leading cyber security provider in China.
Although the Covid-19 pandemic has curtailed Chinese
consumption for the past two years, the market’s size means Green: This theme aligns with government policy on
even sluggish retail sales growth generates a big increase in decarbonisation and net-zero emissions by 2060. Our holdings
absolute terms. We predict China’s consumer market will include solar wafer producers, component makers, battery and
surpass the US in dollar terms by 2040. related component makers, automation-related firms and a
company focused on upgrading electricity grids for a
Looking ahead, we suspect China’s zero-Covid approach will renewable future. We hold Contemporary Amperex
allow life to go on largely as normal, but there will also be bouts Technology, the world’s largest electric vehicle battery maker.
of volatility as the authorities react to spikes in incidences of
Health: The portfolio is overweight healthcare services,
the virus. Still, we expect any pain to be short term. It won’t
including firms providing innovative research and clinical trial
change the government’s commitment to bringing domestic
services that bring high-quality therapies to market cheaply
consumption back to China. Investors will benefit by
and quickly. Our holdings align with policy objectives to make
maintaining exposure to this structural trend.
healthcare cheaper and more accessible which is important
We see the brightest future for firms able to adapt to given that China has a rapidly ageing society. Hangzhou
changing regulatory frameworks and align with policy Tigermed Consulting, a leading contract research organization
objectives in areas such as digital innovation, green company primarily serving Chinese pharmaceutical firms, is
technology, access to affordable healthcare and improved one of key holdings in healthcare.
livelihoods. We are focused on five themes that we believe Wealth: This theme aligns with China’s policy objectives of
will drive returns in 2022. becoming a moderately prosperous society by 2035. The
financial services sector plays a key role in creating and
Aspiration: We expect consumer names to fare well as China
protecting wealth. We hold China Merchants Bank, which is
strives for a self-sufficient economic model. We buy into the
arguably China’s highest quality consumer banking franchise
“premiumisation” story – that urbanisation and rising
and Hundsun Technologies, the leading financial software
middle-class wealth will drive demand for premium goods and
service provider supporting the development of capital
services in the long run. China Tourism Group Duty Free, the
markets such as trading and portfolio management.
largest duty free retailer in China, is our core holding in this
space to capitalise on middle-class growth.
abrdn China Investment Company Limited 13
Overview
Investment Process investment returns in portfolios. We utilise a bottom-up,
Strategic Report
We believe that deep fundamental research into companies, fundamental stock picking approach, which guides selection
mediated through team debate and a rigorous stock selection decisions in sector, regional and country allocations,
process, is the key to unlocking investment insight and driving constrained by appropriate risk controls of course.
Portfolio
Broad Universe Deep Analysis Rigorous Team Debate Focused on Client
• Wide & dynamic opportunity • Common investment language • Informed peer review of Outcomes
Governance
set • Fully embedded ESG insights
• Pods drive clear accountability
• Quant tools refine coverage • Clear non-consensus insights • Collaboration on sectors &
• Bottom up. best ideas led
• Outstanding corporate access • Continuous review of outputs themes
• Quant and risk analytics
• Deep sector expertise • Cross asset class insights
• Effective diversification
Statements
Financial
Source: abrdn, 31 December 2021
We aim to run a portfolio of 30-60 holdings, focusing on ownership of these assets. It is one of the key dimensions on
companies that our research analysts identify as having the which we assess the investment case for any company in which
most attractive quality and valuation characteristics, offering we invest.
the best expected risk-adjusted returns, within a diversified
portfolio. Our quality assessment focuses on five key factors; Our primary risk control is at the stock level with our rigorous
namely the durability of the business model and competitive company research process helping us to avoid stock-specific Information
Corporate
advantage, the attractiveness of the industry, the strength of errors. However, we do also pay close attention to portfolio
financials, the capability of management, and our assessment level risks and we have access to a number of on desk
of the company's Environmental, Social and Governance quantitative risk tools. This ensures that we are well informed
("ESG") credentials. of, and comfortable with, the risk positions that result from our
bottom-up stock picking.
We seek to build high-conviction portfolios where
stock-specific insights drive performance, giving investors This strategy is managed with a greater emphasis on a
direct access to our best investment ideas. Conviction is built traditional buy-and-hold approach, resulting in low turnover
through idea sharing, peer review and effective debate. which we would expect to be in the range of 10-20% in normal
market conditions. Typically, the strategy will have higher
The analysis of ESG risks and opportunities is fully integrated return on equity/assets and lower debt to equity than the MSCI
into the entire investment process with the aim to make China All Shares Index.
better-informed investment decisions and benefit from active
14 Annual Report 2021
Overview
Strategic Report
Industry Value** Percentage of
Security investment name (Sub-Sector) (£’000) portfolio (%)
Shanghai M&G Stationery Inc Commercial Services & Supplies 3,914 1.1%
Yantai China Pet Foods Co Ltd Food Products 3,759 1.1%
Jiangsu Hengrui Medicine Co Ltd Pharmaceuticals 3,634 1.1%
GDS Holdings Ltd It Services 3,557 1.0%
Qingdao TGOOD Electric Co Ltd Electrical Equipment 3,554 1.0%
Portfolio
China Conch Venture Holdings Ltd Construction & Engineering 3,519 1.0%
Zai Lab Ltd Biotechnology 3,476 1.0%
Amoy Diagnostics Co Ltd Biotechnology 3,456 1.0%
Maxscend Microelectronics Co Ltd Electronic Eqpt Instruments & Components 3,151 0.9%
Venustech Group Inc Software 2,817 0.8%
Shanghai MicroPort MedBot Group Co Ltd Health Care Equipment & Supplies 1,824 0.5%
Governance
Komodo Fund * Unit Trusts 1,154 0.3%
Weiss Korea Opportunity Fund Limited * Unit Trusts 396 0.1%
Total investments 345,350 100.0%
* Security also held at 31 October 2021
** Unaudited
Statements
Financial
Further to the portfolio listing above, the sector breakdown of the portfolio as at 31 December 2021 was as follows.
2.9%
3. 8% Sector breakdown %
7.4%
Consumer Discretionary 22.5
22.5% Financials 20.0
Consumer Staples 14.0 Information
7.7% Corporate
Industrials 11.8
Health Care 9.9
Information Technology 7.7
Communication Services 7.4
9.9%
Materials 3.8
Real Estate 2.9
20.0%
11.8%
14.0%
Source: Datastream
Whilst the management of the Company’s investments is not At the investment stage, ESG factors and analysis help to frame
undertaken with any specific instructions to exclude certain where best to invest by considering material risks and
asset types or classes, the Investment Manager embeds opportunities alongside other financial metrics. Due diligence
Environmental, Social and Governance (“ESG”) factors into the can ascertain whether such risks are being adequately
research of each asset class as part of the investment process. managed, and whether the market has understood and priced
ESG investment is about active engagement, in the belief that them accordingly.
the performance of assets owned by the Company can be
improved over the longer term. The Investment Manager is an active owner, voting at
shareholder meetings in a deliberate manner, working with
What is ESG, and why do we do it? companies to drive positive change, and engaging with
ESG considerations have been an integral part of the policymakers on ESG and stewardship matters.
Investment Manager’s decision-making process for almost
30 years. The Investment Manager believes that ESG factors Can we measure it?
are financially material and can meaningfully affect a There are elements of ESG that can be quantified, for example
company’s performance. Hence, a company’s ability to the diversity of a board, the net carbon impact of a company,
generate returns sustainably for investors depends on the and the level of employee turnover. While diversity can be
management of its environmental impact, its consideration of monitored, measuring inclusion is more of a challenge.
the interests of society and all stakeholders, and on the way it Although it is possible to measure the level of staff turnover, it
is governed. By putting ESG factors at the heart of its is more challenging to quantify corporate culture. Relying on
investment process, the Investment Manager aims to generate calculable metrics alone would lead potentially to misleading
better outcomes for the Company’s shareholders. The three insights. As active managers, quantitative and qualitative
factors can be considered as follows: assessments are blended to better understand the ESG
performance of a company.
· Environmental factors relate to how a company conducts
itself with regard to environmental conservation and The Investment Manager’s analysts consider such factors in a
sustainability. Types of environmental risks and systematic and globally-applied approach to assess and
opportunities include a company’s energy consumption, compare companies consistently on their ESG credentials, both
waste disposal, land development and carbon footprint, regionally and against their peer group. Some of the key
among others. questions asked of companies include:
· Social factors pertain to a company’s relationship with its
· How material are ESG issues for this company, and how are
employees and suppliers. Risks and opportunities can
they being addressed?
include (but are not limited to) a company’s initiatives on
· What is the quality of this company’s governance, ownership
employee health and well-being, and how supplier
structure and management?
relationships align with corporate values.
· Are incentives and key performance indicators aligned with
· Corporate governance factors can include the corporate
the company’s strategy and the interests of shareholders?
decision-making structure, independence of board
members, the treatment of minority shareholders, executive The questions asked differ from company to company; the
compensation and political contributions, among others. type of questions poised to a bank would be quite different
from those of a semi-conductor manufacturing firm.
abrdn China Investment Company Limited 17
Overview
The ESG Scoring System
Strategic Report
Having considered the regional universe and peer group in which a company operates, the Investment Manager allocates it an
ESG score between one and five. This is applied across every stock covered globally. Examples of each category and a small
sample of the criteria used are detailed below:
ESG considerations ESG considerations ESG risks are Evidence of some Many financially
Portfolio
are material part of not market leading considered as a part of financially material material controversies
the company’s core principal business controversies
business strategy Disclosure is good, but Severe governance
not best in class Disclosure in line Poor governance or concerns
Excellent disclosure with regulatory limited oversight of
Governance is requirements key ESG issues Poor treatment of
Makes opportunities generally very good minority shareholders
from strong ESG risk Governance is Some issues in
Governance
management generally good but treating minority
some minor concerns shareholders poorly
Statements
Financial
changes, falling costs of renewable energy, and a change in and the need for physical adaptation such as flood defences.
public perception are happening at a rapid pace. Assessing the
risks and opportunities of climate change is a core part of the The Investment Manager has aligned its approach with that
investment process. In particular, the Investment Manager advocated by the investor agenda of the Principles for
considers: Responsible Investment (“PRI”) – a United Nations-supported
initiative to promote responsible investment as a way of
· Transition risks and opportunities enhancing returns and better managing risk. Information
Governments could take robust climate change mitigation Corporate
actions to reduce emissions and transition to a low-carbon
economy. This is reflected in targets, policies and regulation
and can have a considerable impact on high-emitting
companies.
18 Annual Report 2021
The PRI provides an intellectual framework to steer the massive transition of financial capital towards a more sustainable global
economy. It also encourages fund managers to demonstrate climate action across four areas: investments; corporate
engagement; investor disclosure; and policy advocacy as explained below:
Provide high-quality climate change insights and thematic research across asset classes and
Research & Data regions. This includes using climate-related data as an input into the investment process.
Investments
Engagement Influence investee companies on management of climate change risks and our decision
& Voting opportunities via engagement and voting. Highlight expectation to apply the TCFD making and drive
framework when reporting on climate-related data. positive outcomes
for our clients
Advocacy
& Influence initiatives. Engage with peers and policymakers to drive industry developments and best
practice.
Disclosure
Investor
Disclose climate-change-related data using the TCFD reporting framework across the four
Disclosure pillars: governance, strategy, risk management, metrics & targets.
Importance of Engagement ESG engagements are conducted with consideration of the ten
The Investment Manager is committed to regular, ongoing principles of the United Nations Global Compact, and
engagement with the companies in which it invests, to help to companies are expected to meet fundamental responsibilities
maintain and enhance their ESG standards into the future. in the areas of human rights, labour, the environment and
anti-corruption.
As part of the investment process, the Investment Manager
undertakes a significant number of company meetings each This engagement is not limited to a company’s management
year on behalf of the Company. The Company is supported by team. It can include many other stakeholders such as
on-desk ESG analysts, as well as a well-resourced specialist ESG non-government agencies, industry and regulatory bodies, as
Investment team. These meetings provide an opportunity to well as activists and the company’s customers and clients.
discuss various relevant ESG issues including board
composition, remuneration, audit, climate change, labour
issues, human rights, bribery and corruption. Companies are
strongly encouraged to set clear targets or key performance
indicators on all material ESG risks.
abrdn China Investment Company Limited 19
Overview
Manager (Aberdeen Standard Fund Managers Limited) Investment Manager (abrdn Hong Kong Limited)
Strategic Report
The Company’s Alternative Investment Fund Manager is Following approval of the change to the Company’s investment
Aberdeen Standard Fund Managers Limited (“ASFML” or the policy at the EGM on 26 October 2021, the Company’s portfolio
“Manager”), which is a wholly owned subsidiary of abrdn plc is managed by abrdn Hong Kong Limited (“aHKL”) by way of a
and is authorised and regulated by the FCA. ASFML has been group delegation agreement in place between ASFML and
appointed to provide investment management, risk aHKL. aHKL is authorised and regulated by the Securities and
management and promotional activities to the Company. Futures Commission of Hong Kong.
Portfolio
The abrdn Group’s assets under management and
administration were £532 billion as at 30 June 2021, managed
for a range of clients including 22 UK-listed closed end
investment companies.
Governance
Director and Head of Equities, China Investment Manager
Statements
Financial
Nicholas Yeo is the Head of China/Hong Kong Equities team at Elizabeth Kwik is an Investment Manager on the China/Hong
abrdn. Nicholas joined abrdn in 2000 via the acquisition of Kong Equities Team at abrdn where she is responsible for
Murray Johnstone. He was seconded to the London Global researching the Consumer Discretionary, Automobiles &
Emerging Market team for two years where he covered EMEA Components and Banking sectors. Elizabeth sits on the China
and Latin American companies, before returning to the Asian A share and All China equity fund portfolio construction
Equities team in Singapore in March 2004. In March 2007, he groups. She joined abrdn in 2013.
transferred to Hong Kong to lead Chinese equity research. Information
Elizabeth holds a Bachelor of Science in Economics from the Corporate
Nicholas holds a BA (Hons) in Accounting and Finance from The London School of Economics. She is a CFA charterholder.
University of Manchester and an MSc in Financial Mathematics
from Warwick Business School. He is a CFA charterholder.
20 Annual Report 2021
Portfolio
The Company’s NAV total return for the year was 19.8%,
which compares favourably to a total return of 10.7%
from the Reference Index for the year.
abrdn China Investment Company Limited 21
Investments
Overview
Portfolio listing as at 31 October 2021
Strategic Report
Country of Value Percentage of
Security investment name establishment (£’000) net assets (%)
Aberdeen Standard SICAV I – China A Share Equity Fund Luxembourg 21,874 5.8
Korea Value Strategy Fund Ltd British Virgin Islands 16,282 4.4
Weiss Korea Opportunity Fund Limited Guernsey 15,543 4.2
Diversified Growth Company QIC GCC Equity Fund Luxembourg 15,371 4.1
Portfolio
Aberdeen New India Investment Trust PLC United Kingdom 10,826 2.9
Ton Poh Fund Cayman Islands 9,903 2.6
Laurium Limpopo Africa Fund Cayman Islands 8,227 2.2
Baring Vostok Investments PCC Limited Guernsey 7,306 1.9
Aberdeen Asian Income Fund Limited United Kingdom 6,215 1.7
Komodo Fund Cayman Islands 1,358 0.4
Governance
Total investments 112,905 30.2
Cash plus other net current assets and liabilities 260,883 69.8
Net assets 373,788 100.0
Statements
Financial
Information
Corporate
22 Annual Report 2021
Governance
Directors’ Report
Overview
The Directors of abrdn China Investment Company Limited weight in the MSCI China All Shares Index (in sterling terms)
Strategic Report
(“the Company”) present the report and financial statements plus 5%, as measured at the time of investment. The maximum
for the year ended 31 October 2021. permitted exposure to a single group is 20% of the Company’s
total assets, as measured at the time of investment.
New Investment Objective and Investment Policy
A change of investment objective and investment policy was The Company may continue to hold certain illiquid assets which
approved by shareholders on 26 October 2021. The new were acquired prior to adoption of this policy pending their
investment objective and investment policy is set out below: orderly disposal. These assets are not expected to represent a
Portfolio
significant proportion of the portfolio.
Investment Objective
The Company’s investment objective is to produce long-term Risk Management
capital growth by investing predominantly in Chinese equities. The Company will at all times be invested in several sectors.
While there are no specific limits placed on exposure to any
Investment Policy one particular sector, the Company will at all times invest and
The Company invests in companies listed, incorporated or ensure that the portfolio is managed in a manner consistent
domiciled in the People’s Republic of China (“China”), or with spreading investment risk.
Governance
companies that derive a significant proportion of their
revenues or profits from China operations or have a significant The Company may invest in unquoted securities and/or
proportion of their assets there. In furtherance of the securities with lock-up periods provided that such investments,
investment policy, the portfolio will normally consist principally in aggregate, are limited to 10% of the Company’s net assets at
of quoted equity securities and depositary receipts although the time any such investment is made.
unlisted companies, fixed interest holdings or other non-equity
investments may be held. Investments in unquoted companies With prior approval of the Board, the Company may use
Statements
Financial
will be made where the Investment Manager has a reasonable derivatives for the purposes of efficient portfolio management
expectation that the company will seek a listing in the near in order to reduce, transfer or eliminate investment risk in the
future. The portfolio is actively managed and may be invested Company’s portfolio. Derivative instruments in which the
in companies of any size and in any sector. Company may invest may include foreign exchange forwards,
exchange-listed and over-the-counter options, futures, options
The Company is expected to have an ESG rating equal to, or on futures, swaps and similar instruments. The Company does
better than, the MSCI China All Shares Index and have not intend to enter into derivative or hedging transactions to Information
meaningfully lower carbon intensity than the Index. mitigate against wholesale general currency or interest Corporate
rate risk.
The portfolio is actively managed and the Company aims to
outperform the MSCI China All Shares Index (in sterling terms). The Company may invest no more than 10% in aggregate of its
This index is used as a reference point for portfolio gross asset value at the time of acquisition in other listed
construction and as a basis for setting risk constraints, but does closed-ended investment funds, but this restriction will not
not incorporate any sustainability criteria. In order to achieve apply to investments in such funds which themselves have
its objective, the Company will take positions whose weightings stated investment policies to invest no more than 15% of their
diverge from the index or invest in securities which are not gross asset value in other closed-ended investment funds.
included in the index. Investments may deviate significantly
from the components of, and their respective weightings in, the Gearing
MSCI China All Shares Index. Due to the active nature of the The Company may employ gearing and may in aggregate,
management process, the Company’s performance profile may borrow amounts equalling up to 20% of gross asset value,
deviate significantly from that of the index. although the Board expects that borrowings will typically not
exceed 15% of gross asset value at the time of drawdown.
The portfolio is expected normally to comprise between
30 and 60 securities (including any unlisted securities held) but While it is intended that the Company will be fully invested in
may hold up to 100. No individual issuer will represent a normal market conditions, the Company may hold cash on
greater weight in the portfolio than the lower of (i) 10% or (ii) its deposit or invest on a temporary basis in a range of cash
24 Annual Report 2021
The Board does not believe that it should impose prescriptive limits First, second and third interim dividends each of 5.75p per
on the Investment Manager for the geographical breakdown and share were paid on 26 March, 25 June and 24 September 2021.
distribution by type of fund as this could have a negative impact on
Dividend Policy
the Company’s performance and accordingly the Company does
Prior to the merger with Aberdeen New Thai Investment Trust
not have any prescribed investment limits in this regard.
PLC, the Company's policy was to make quarterly distributions
The Investment Manager has discretion to enter into hedging by way of dividends funded from a combination of income and
mechanisms where it believes that this would protect the capital. Accordingly, three interim dividends, each of 5.75p per
performance of the Company’s investment portfolio in a Ordinary share were paid on 26 March, 25 June and
cost-effective manner. To date, the Company has never entered into 24 September 2021.
any such hedging mechanisms.
Given the new investment objective, which is to deliver capital
ii) Risk Diversification growth, the Board has revised its dividend policy to bring it in
Individual investments are selected for their potential to line with this objective. The Board has also revised the dividend
outperform as a result of one or more of the following: the policy to bring distributions in line with the income delivered by
performance of the region, market or asset class in which they the portfolio with the objective of distributing a sufficient
invest; the skill of the underlying fund manager; and additionally, in proportion to ensure that the Company retains its investment
the case of closed end funds, through the narrowing of discounts at trust status. In this context, this requires that the Company
which their shares trade to net asset value. retains no more than 15% of the income generated by the
portfolio in the year. The Board therefore expects that the
No holding by the Company in any other company will represent, at
dividend will be materially lower than has been the case in the
the time of the investment, more than 15% by value of the
past and will vary year on year. As the distributions are
Company’s net assets. The diversification within investee funds is
expected to be significantly lower, the Board has also
taken into account when deciding on the size of each investment so
determined that the Company will in future move to an annual
the Company’s exposure to any one underlying company should
dividend payment which will be paid once the annual results
never be excessive.
are known.
abrdn China Investment Company Limited 25
Overview
Investment Report and Outlook · The investments of the Company are subject to the risk of
Strategic Report
The Chairman’s Statement and Investment Manager’s Report changes in market prices or macroeconomic factors. Any
incorporate a review of the highlights during the year and the such changes could have an adverse effect on the value of
outlook for the forthcoming year. the portfolio, the Company’s financial condition, results of
operations and prospects, with a consequential adverse
Key Performance Indicators (“KPIs”) effect on returns to shareholders and the market value of its
The Company’s success in attaining its objectives is measured Ordinary shares.
by reference to the following KPIs: · The Company’s NAV is inherently sensitive to the performance
Portfolio
(a) The Company seeks to generate consistent relative returns of Chinese equity markets which could result in the Company’s
ahead of those generated by its Benchmark. Ordinary shares trading at a discount or being less liquid.
· The portfolio will be concentrated in a single country and will
(b) The Company seeks to achieve a positive absolute return therefore be exposed to risks associated with geographical
over the longer term through its exposure to Chinese concentration, including being exposed to the fluctuations of
equities. a more limited geographical market and fewer currencies
than a less concentrated portfolio.
Performance
Governance
· The Company is exposed to particular economic, regulatory,
An overview of the Company’s performance is contained in the
political, geopolitical, environmental and taxation risks
Chairman’s Statement and Investment Manager’s Report.
associated with investments in the People’s Republic of
Ongoing Charges China, which could have an adverse effect on the portfolio,
For the year ended 31 October 2021, the Company’s ongoing the Company’s financial condition, results of operations and
charges figure, calculated using the Association of Investment prospects were they to materialise, with a consequential
Companies’ (“AIC”) methodology, was 0.98% (2020: 1.02%), the adverse effect on the market value of its Ordinary shares.
Statements
Financial
calculation of which can be found in the Alternative · The Company is exposed to currency and foreign exchange
Performance Measures section of this Annual Report. risk as a result of holding investments denominated in
currencies other than sterling which could have an adverse
Principal Risks, Emerging Risks and Uncertainties effect on the portfolio and the Company’s financial condition,
Together with the issues discussed in the Chairman’s results of operations and prospects, with a consequential
Statement and the Investment Manager’s Report, the Board adverse effect on the market value of its Ordinary shares.
considers that the main risks and uncertainties faced by the Information
Company fall into the following categories: (iii) Risks relating to the Manager/Investment Manager Corporate
· The success of the Company is dependent on the Alternative
(i) Risks relating to the Company Investment Fund Manager (“AIFM”) and the Investment
· The Company has no employees and the Directors have Manager and their expertise, key personnel, and ability to
been appointed on a non-executive basis. The Company is source and advise appropriately on investments. As a result
therefore reliant upon the performance of third-party of this, the Company’s portfolio, financial condition, results
service providers for its executive functions and is exposed of operations, prospects and the value of the shares could
to the risk that misconduct by employees of those service be adversely affected by: competitive pressures on the AIFM
providers, any failure by any service provider to carry out its or the Investment Manager’s ability to source and make
obligations to the Company in accordance with the terms of successful investments; any failure by the AIFM or the
its appointment, or the termination of those appointments Investment Manager to carry out due diligence and obtain
could have an adverse effect on the portfolio and the relevant information on prospective investments; or any
Company’s financial condition, results of operations and loss of key personnel of the AIFM or the Investment Manager
prospects, with a consequential adverse effect on the market and any inability to recruit appropriate replacements in a
value of its Ordinary shares. timely fashion.
(ii) Risks relating to the investment policy (iv) Risks relating to regulation, taxation and the Company’s
· There can be no guarantee that the Company will achieve its operating environment
investment objective or that investors will get back the full · The Covid-19 pandemic may adversely affect the
value of their investment. performance of investee companies due to ongoing
26 Annual Report 2021
macroeconomic and market uncertainty, which may in turn Management or mitigation of emerging risks
adversely impact the Company’s financial performance and A risk management register and associated risk heat map,
prospects and the value of its portfolio. providing a visual reflection of the Company’s identified and
· Changes in the laws or regulations in Guernsey or the UK emerging risks have been established to monitor and mitigate
which govern the Company’s and the Investment Manager’s risks to the Company, with both a risk pre mitigation and risk
operations may have an adverse effect on the ability of the post mitigation score determined, depending on the impact of
Company and the Manager / Investment Manager to carry on the risk combined with the probability of the risk occurring.
their respective businesses and any such changes could have
an adverse effect on the portfolio and on the Company’s (vii) Failure to manage premium and/or discount
financial condition, results of operations and prospects, with The Board’s discount control policy is that the Company’s
a consequential adverse effect on the market value of shares should not trade at a price which, on average,
the Shares. represents a discount that is out of line with the Company’s
direct peer group. To assist the Board in taking action to deal
Management or mitigation of the above risks with a material and sustained deviation in the Company’s
The Company has a risk management process in place. This discount from its peer group, it seeks authority from
mechanism enables the Board to monitor the Company’s Shareholders annually to buy back shares. Shares may be
spread of investments across several sectors. The Board repurchased when, in the opinion of the Board and taking into
receives and monitors reports from the Manager and the account factors such as market conditions and the discounts of
Administrator on a quarterly basis at the minimum. comparable companies, the Company’s discount is higher than
desired and shares are available to purchase in the market. The
(v) Internal Risks Board is of the view that the principal purpose of share
Poor allocation of the Company’s assets by the Investment repurchases is to enhance the net asset value (“NAV”) for
Manager, poor governance, compliance or administration, remaining shareholders, although it may also assist in
including poor controls over cyber security, could result in addressing the imbalance between the supply of and demand
shareholders not making acceptable returns on their for the Company’s shares and thereby reduce the scale and
investment in the Company. volatility of the discount at which the shares trade in relation to
the underlying NAV.
Management or mitigation of internal risks
The Board monitors the performance of the Manager and the Borrowings
other key service providers at regular Board meetings. The The Company may employ gearing and may in aggregate
Manager provides reports to the Board on compliance matters borrow amounts equalling up to 20% of gross asset value,
and the Administrator provides reports to the Board on although the Board expects that borrowings will typically not
compliance and other administrative matters. The Board has exceed 15% of gross asset value at the time of drawdown.
established various committees to ensure that relevant
governance matters are addressed by the Board. On 26 March 2021, the Company renewed its unsecured
12-month revolving credit facility with The Royal Bank of
The management or mitigation of internal risks is described in Scotland International Limited (London Branch) (“RBSI”), under
detail in the Corporate Governance Statement on pages 38 and which loans with a maximum aggregate value of £25 million
39. may be drawn, for a further 12 month period, with a
termination date of 26 March 2022. As at 31 October 2021, no
(vi) Emerging Risks
amount was drawn down (2020: £12.5 million was drawn down
Emerging risks are slow moving trends, innovations and shifts
at an all-in monthly rate of 0.76925%).
with potential consequence to a specific industry or sector in
the long term. They can include movements in: demographics, Gearing
economics, society, technological innovations, national policy At 31 October 2021, the Company had no borrowings drawn
and governance. Long term shifts in temperatures and weather down, hence no gearing (2020: net gearing of 1.6%). The
patterns caused by human activity, primarily due to the Directors monitor the Company’s gearing on a regular basis in
burning of fossil fuels, or by natural phenomena may have a accordance with the Company’s investment policy and under
negative effect on ecological and socioeconomic wellbeing. advice from the Investment Manager.
abrdn China Investment Company Limited 27
Overview
Market Information although they do not, at the present time, have any intention of
Strategic Report
The NAV per Ordinary share is calculated for each business day exercising such authorities.
and is published through a regulatory information service.
Significant Shareholders
Ordinary Shares in Issue As at 31 October 2021 and as at the date of this report, the
As at 31 October 2021, the Company had 45,965,159 (2020: Company had noted the following significant shareholdings of
45,965,159) Ordinary shares in issue (excluding shares held in the issued Ordinary shares (excluding treasury shares).
treasury). The Company also held 8,653,348 Ordinary shares in
Portfolio
treasury (2020: 8,653,348). 31 January 31 October
2022 2021
Purchase of Own Shares Holding % Holding %
The Company did not purchase any of its Ordinary shares
City of London
during the year (2020: nil).
Investment
Since year end the Company purchased 23,048 Ordinary M
anagement
shares and held these in treasury. Company Limited 12,655,092 27.2 13,174,328 28.7
Governance
Lazard Asset
As described above, the Company seeks authority from
M
anagement LLC 10,414,347 22.4 10,149,999 22.1
shareholders annually to buy back Shares, in order to assist the
Board in taking action to deal with material and sustained Allspring Global
deviation in the Company's discount from its peer group. Investments Holdings,
LLC (formerly
The Company’s present authority to make market purchases of
Wells Capital
its own Ordinary shares will expire at the conclusion of the
Statements
Financial
Management Inc) 8,697,048 18.7 9,995,640 21.8
Annual General Meeting ("AGM") at which time a new authority
to buy back shares will be sought. The timing of any purchase 1607 Capital P
artners,
will be decided by the Board. Any shares bought back by the LLC 3,285,116 7.1 5,202,377 11.3
Company will either be cancelled, or if the Directors so West Yorkshire
determine, held in treasury (and may be re-sold). Purchases of P
ension Fund 1,522,656 3.3 1,800,000 3.9
own shares will only be made at a price representing a discount
to NAV per Ordinary share. No further notifications have been received between Information
Corporate
31 January 2022 and the date of this report.
Allotment of Shares and Disapplication of Pre-Emption
Rights Non-Mainstream Pooled Investments (“NMPIs”)
At the forthcoming AGM, an ordinary resolution will be Financial Conduct Authority (“FCA”) rules determine which
proposed to confer an authority on the Directors to allot and investment products can be promoted to ordinary retail
issue up to 2,329,788 shares (or, if less, the number of shares investors. Under these rules, certain investment products are
representing 5% of the issued Ordinary share capital of the classified as NMPIs and as a result face restrictions on their
Company as at the date of the passing of this resolution) promotion to retail investors.
without regard to any and all rights of pre-emption or similar
rights, whether under the Articles of Incorporation of the The Company currently conducts its affairs so that its shares
Company (including, without limitation, Article 6.2(a)) or can be recommended by Independent Financial Advisers
otherwise. This authority shall be in addition to the authority (“IFAs”) to retail investors in accordance with the FCA rules in
conferred by Resolution 4 at the extraordinary general meeting relation to NMPIs and intends to continue to do so for the
of the Company on 26 October 2021 and shall expire at the foreseeable future.
conclusion of the AGM in 2023.
The Board has been advised that the Company’s shares are
These authorities will expire at the conclusion of the AGM in excluded from the FCA’s restrictions which apply to NMPIs
2023. The Directors consider that the authorities proposed to because they are shares issued by a non-UK company which
be granted at the AGM are necessary to retain flexibility, would qualify as an investment trust if resident in the UK.
28 Annual Report 2021
Continuation Vote and Future Performance Linked Depositary and Custody Services
Tender Offers Northern Trust (Guernsey) Limited has been appointed to
The Company does not have a fixed life but the Directors provide depositary and custody services to the Company.
consider it desirable that shareholders have the opportunity to
review the future of the Company at appropriate intervals. Management
Since 1 June 2016, the Company’s Alternative Investment Fund
At the EGM held on 26 October 2021, shareholders approved Manager has been Aberdeen Standard Fund Managers Limited
new Articles of Association which contain a provision for (“ASFML”), which is a wholly owned subsidiary of abrdn plc and
continuation resolutions to be put to shareholders such that, at is authorised and regulated by the FCA. ASFML has been
the Company’s AGM to be held in 2027 and at every fifth AGM appointed to provide investment management, risk
thereafter, the Directors undertake to propose an ordinary management and promotional activities to the Company.
resolution that the Company continue in existence (the
“Continuation Resolution”). If the Continuation Resolution is Following approval of the change to the Company’s investment
not passed then within four months of the vote to continue policy at the EGM on 26 October 2021, the Company’s portfolio
failing the Directors shall formulate and put to Members is managed by abrdn Hong Kong Limited (“aHKL”) by way of a
proposals relating to the future of the Company having had group delegation agreement in place between ASFML and
regard to, inter alia, prevailing market conditions and applicable aHKL. Promotional activities have been delegated to Aberdeen
regulations and legislation. Asset Managers Limited (“AAML”).
In addition, the Board intends that, if the Company’s net asset Prior to the approval of the change to the Company’s investment
value total return over the five years ending December 2026 policy at the EGM on 26 October 2021, the Company’s portfolio
does not exceed the total return of the MSCI China All Shares was managed by AAML by way of a group delegation agreement
Index (in sterling terms), the Company will undertake a tender in place between ASFML and AAML. Immediately following the
offer for up to 25% of the Company’s issued share capital EGM a sub-delegation agreement was put in place between
(excluding any shares held in treasury). Any such tender offer aHKL and AAML in order that the latter could manage the sale of
will be at a price equal to the then prevailing formula asset the legacy assets. Once those assets have been sold, the
value ("FAV") per share less 2%. sub-delegation agreement will be ended.
Automatic Exchange of Information Further details of the key terms of the agreement and fees
Foreign Account Tax Compliance Act (“FATCA”) payable to the Manager can be found in note 6 to the financial
FATCA legislation, which was introduced in the United States of statements.
America, places obligations on foreign financial institutions
Alternative Investment Fund Managers
such as the Company. In Guernsey, local law has been
Directive (“AIFMD”)
introduced that gives effect to the FATCA requirements and
The Company appointed ASFML as its Alternative Investment
certain reporting obligations are placed on financial institutions
Fund Manager (“AIFM”) with effect from 1 June 2016.
as defined by this act. The Company is registered as a reporting
financial institution and is subject to ongoing reporting An AIFM must ensure that an Annual Report for the Company is
obligations under the legislation. made available to investors for each financial year, provide the
Annual Report to investors on request and make the Annual
The Common Reporting Standard (“CRS”)
Report available to the FCA. The investment funds sourcebook
CRS is the result of the drive by the G20 nations to develop a
of the FCA details the requirements of the Annual Report.
global standard for the automatic exchange of financial
account information, developed by the Organisation for All the information required by those rules and relevant AIFM
Economic Cooperation and Development. Guernsey has remuneration disclosures are or will be available on the
introduced local legislation to give effect to CRS. Guernsey Company’s website (abrdnchina.co.uk).
financial institutions are required to identify, review and report
on accounts maintained by them which are held by account Management Engagement
holders resident in jurisdictions with which Guernsey has In accordance with the requirements of the FCA’s Listing Rules,
agreed to exchange information. the Management Engagement Committee has reviewed
abrdn China Investment Company Limited 29
Overview
whether to retain ASFML as the Manager of the Company. The The Directors believe that the Company has adequate
Strategic Report
Management Engagement Committee has agreed that, given resources to continue in operational existence for at least
the performance record of the Investment Manager and the 12 months from the date of approval of this document. In
specialist knowledge of ASFML, it is in the best interests of reaching this conclusion, the Directors have considered the
shareholders as a whole to continue with ASFML’s appointment liquidity of the Company’s portfolio of investments as well as
as Manager to the Company. its cash position, income and expense flows.
Company Secretary and Administrators As at 31 October 2021, the Company held £201.8 million in cash
Portfolio
Vistra Fund Services (Guernsey) Limited (“Vistra”) is appointed and £112.9 million in investments. It is estimated that
as Administrator and Secretary to the Company. approximately 39.7% of the remaining investments held at the
year end could be realised in one month. The total operating
Sanne Fund Services (UK) Limited (“Sanne”) (formerly PraxisIFM expenses for the year ended were £3.6 million, which on an
Fund Services (UK) Limited (“PraxisIFM”)) is appointed by Vistra annualised basis represented approximately 0.98% of average
to act as administration agent in the United Kingdom. net assets during the year. The Company also incurred
£0.2 million of finance costs. At the date of approval of this
Further details on the fees payable under these agreements
Governance
report, based on the aggregate of investments and cash held,
can be found in note 6 to the financial statements.
the Company has substantial operating expenses cover. The
Payment of Suppliers Company’s net assets at 11 February 2022 were £341.1 million.
It is the Company’s payment policy to obtain the best terms for
The Company has a £25 million revolving loan facility with RBSI,
all business and therefore there is no consistent policy as to the
terminating on 26 March 2022. The Board expects to renew or
terms used. The Company contracts with its suppliers setting
replace the facility when it matures. As at 31 October 2021,
out the terms on which business will take place and abides by
none of the RBSI facility was drawn down. The liquidity of the
Statements
Financial
such terms. A high proportion of expenses, including
Company’s portfolio, as mentioned above, sufficiently
management and administration fees, are paid within the
supports the Company’s ability to repay its borrowings at short
month when invoiced. There were no overdue amounts owing
notice.
to trade creditors at 31 October 2021.
In light of the Covid-19 pandemic, the Directors have fully
Settlement of Share Transactions
considered and assessed the Company’s portfolio of
Transactions in the Company’s Ordinary shares are settled by
investments. A prolonged and deep market decline could lead Information
the CREST share settlement system. Corporate
to falling values of the investments or interruptions to
Donations cashflow. However, the Company currently has more than
The Company did not make any political or charitable sufficient liquidity available to meet any future obligations.
donations during the year under review.
The Directors are satisfied that it is appropriate to adopt the
Going Concern going concern basis in preparing the financial statements and,
The Directors have adopted the going concern basis in after due consideration, that the Company is able to continue
preparing the financial statements. The Board formally in operation for a period of at least 12 months from the date of
considered the Company’s going concern status at the time of approval of these financial statements.
the publication of these financial statements and a summary of
Covid-19
the assessment is provided below.
The rapid spread of Covid-19 led governments across the globe
Since the adoption of the new investment policy, as approved to implement policies to restrict the gathering, interaction
by shareholders at the EGM held on 26 October 2021, the and/or movement of people. These policies have inevitably
Board considered it appropriate to reset the five year interval impacted and changed the nature of the operations of some
between Continuation Resolutions so that the next aspects of the Company, its key service providers and
Continuation Resolution will be put to shareholders at the companies in its investment portfolio. Share prices respond to
Annual General Meeting of the Company to be held in 2027. assessments of future economic activity as well as their own
30 Annual Report 2021
forecast performance, and the Covid-19 pandemic has had a The continuation of the Company is subject to the approval of
material impact on the global economy and may continue to do shareholders every five years, with the next vote due to take
so for an unknown period of time. Stock markets have seen place at the Annual General Meeting in 2027.
another year of unprecedented movements in prices and in
some cases, uncorrelated with underlying valuations. The Taking the above into account, the Directors have a reasonable
Board and Investment Manager have regular discussions to expectation that the Company will be able to continue in
assess the impact of emerging risks, including Covid-19 on both operation and meet its liabilities as they fall due over the
the investment portfolio and on its ability to maximise returns Period.
for shareholders.
Auditor
Viability Statement KPMG Channel Islands Limited (“KPMG “) was re-appointed as
The Directors have assessed the prospects of the Company auditor of the Company at the AGM held on 20 April 2021. A
over the period from the date of this report up until 31 October resolution for the re-appointment of KPMG Channel Islands
2024 (the “Period”). The Directors believe that the Period, being Limited as auditor of the Company is to be proposed at the
approximately three years, is an appropriate time horizon over forthcoming AGM.
which to assess the viability of the Company, particularly when
Annual General Meeting (“AGM”)
taking into account the long-term nature of the Company’s
The AGM will be held on 12 April 2022. Further details are
investment strategy.
provided in the Chairman’s Statement. The notice of AGM is
In their evaluation of the prospects of the Company, the included in this document.
Directors have carried out a robust assessment of the
Corporate Governance
emerging and principal risks facing the Company, including
The Corporate Governance Statement on pages 23 to 47 forms
those that would threaten its business model, future
part of this report.
performance, solvency or liquidity, as set out on pages 25 and
26 of this report. Developments in Chinese and other Asian Statement of Directors’ Responsibilities
markets and portfolio changes are discussed at quarterly The Statement of Directors’ Responsibilities on page 46 forms
Board meetings and the internal control framework of the part of this report.
Company is subject to formal review on at least an annual
basis. Under normal market conditions, the majority of the
investments held by the Company could be sold within one Helen Green
month. However, there are circumstances which could lead Director
to a reduction in market liquidity and, therefore, the ability of
the Company to realise its investments.
William Collins
The Directors do not expect there to be any material increase
Director
in the annual ongoing charges of the Company over the Period.
24 February 2022
The Company’s income from investments and cash realisable
from the sale of its investments provide substantial cover to
the Company’s operating expenses, and any other costs likely
to be faced by the Company over the Period.
abrdn China Investment Company Limited 31
Overview
This Corporate Governance Statement forms part of the The Board
Strategic Report
Directors’ Report. The Board aims to provide effective leadership so the Company
has the platform from which it can achieve its investment
The Board of abrdn China Investment Company Limited (“the
objective. Its role is to guide the overall business strategy for
Company”) has considered the principles and
the benefit of shareholders and stakeholders, ensuring that
recommendations of the Association of Investment Companies’
their interests are its primary consideration. The intention is to
(“AIC”) Code of Corporate Governance (“AIC Code”) by reference
create a supportive working environment which allows the
to the AIC Corporate Governance Guide for Investment
Investment Manager the opportunity to manage the portfolio
Portfolio
Companies (“AIC Guide”) as issued in February 2019 and
in accordance with the investment policy, through a framework
available on the AIC’s website (theaic.co.uk). The AIC Code, as
of effective controls which enable risks to be assessed and
explained by the AIC Guide, addresses all of the principles set
managed.
out in the UK Corporate Governance Code, issued in July 2018
and available on the FRC’s website (frc.org.uk), as well as A procedure has been adopted for the Directors, in the
setting out additional principles and recommendations on furtherance of their duties, to take independent professional
issues that are of specific relevance to the Company. advice at the expense of the Company. Directors are
Governance
encouraged to attend industry and other seminars, including
The Board considers that reporting against the principles and
courses run by the AIC, covering issues and developments
recommendations of the AIC Code, and by reference to the AIC
relevant to investment companies.
Guide (which incorporates the UK Corporate Governance
Code), will provide better information to shareholders. Upon joining the Board, new Directors receive an induction and
other relevant training is available to Directors on an ongoing
The Guernsey Financial Services Commission revised its Code
basis.
of Corporate Governance (the “Guernsey Code”) in 2021.
Statements
Financial
Companies which report under the AIC Code are deemed to Composition
meet the requirements of the Guernsey Code. Mr Hadsley-Chaplin was appointed by the Board on 26 April
2012, Mr Collins was appointed by the Board on 14 June 2012,
The Company has complied with the recommendations of the
Mrs Green was appointed by the Board on 1 July 2016, Ms de
AIC Code and the relevant provisions of the UK Corporate
Rochechouart was appointed by the Board on 16 April 2019 and
Governance Code, except as set out below.
Ms Anne Gilding and Ms Sarah MacAulay were appointed by
the Board on 9 November 2021. All the Directors hold their Information
The UK Corporate Governance Code includes provisions Corporate
relating to: office in accordance with the Company’s Articles of
Incorporation.
- interaction with the workforce (provisions 2, 5 and 6);
- the role and responsibility of the chief executive (provisions Mr Hadsley-Chaplin was appointed Chairman of the Board on
9 and 14); 10 April 2017.
- previous experience of the chairman of a remuneration
All Directors are considered by the Board to be independent at
committee (provision 32); and
the date of this report.
- executive directors’ remuneration (provisions 33 and
36 to 41).
Board Members
Status: Status:
Independent Non-Executive Senior Independent Non-Executive
Chairman and Chairman of the Director and Chairman of the Audit
Management Engagement Committee
Committee
Experience: Experience:
United Kingdom resident – founded RWC Partners Ltd (formerly Guernsey resident - is a chartered accountant and has been
known as MPC Investors), a London-based fund management employed by Saffery Champness, a top 20 firm of chartered
firm specialising in hedge funds, long only funds and UCITS accountants since 1984. She qualified as a chartered
strategies, in 2000. He was CEO until 2006 and Chairman until accountant in 1988, and became a partner in the London office
2010. Prior to this he was Vice Chairman of UBS Securities (East in 1998. Since 2000 she has been based in the Guernsey office
Asia) Ltd, based in Singapore and responsible for the where she is a Client Liaison Director, responsible for trust and
management and development of the bank’s Asian equity company administration.
business worldwide.
Contribution: Contribution:
The Nomination Committee has reviewed the contribution of The Nomination Committee has reviewed the contribution of
Mark Hadsley-Chaplin in light of his proposed re-election as a Helen Green in light of her proposed re-election as a Director at
Director at the forthcoming AGM and has concluded that he the forthcoming AGM and has concluded that she continues to
continues to provide significant investment knowledge and provide significant accounting and administrative knowledge to
insight to the Board and of the investment trust sector. the Board.
All other public company directorships: All other public company directorships:
Mr Hadsley-Chaplin no other public company directorships. UK Mortgages Limited, Landore Resources Limited, CQS
Natural Resources Growth and Income PLC, and JP Morgan
Global Core Real Assets Limited.
abrdn China Investment Company Limited 33
Overview
William Collins Eleonore de Rochechouart
Strategic Report
Status: Status:
Independent Non-Executive Independent Non-Executive
Director and Chairman of the Director
Nomination and Remuneration
Committees
Portfolio
Experience: Experience:
Guernsey resident – has over 45 years’ experience in banking United Kingdom Resident - is a partner of Res Familiaris LLP, a
and investment. From September 2007 he was employed by London-based wealth and corporate management advisory
Bank J Safra Sarasin (formerly Bank Sarasin) in Guernsey as boutique. Prior to joining Res Familiaris in 2010, Eleonore spent
Director – Private Clients, retiring at the end of 2014. Prior to 20 years in the financial services industry as an economist,
that he worked for Barings in Guernsey for over 18 years. In researcher and asset allocator in both the traditional and
1995 he was appointed a director and from 2003 until August alternative investment arena. She started her career in 1992 at
Governance
2007 was Managing Director of Baring Asset Management Dubin & Swieca Capital Management's branch in France, before
(CI) Ltd. joining Standard & Poor's Rating Agency in 1998. She was then
appointed CIO of a French family office in 2003 before moving
to London in 2010.
Statements
Financial
Last re-elected to the Board Last re-elected to the Board
20 April 2021 20 April 2021
Contribution: Contribution:
The Nomination Committee has reviewed and recognised the The Nomination Committee has reviewed the contribution of
invaluable contribution of William Collins over his nine year Eleonore de Rochechouart in light of her proposed re-election
tenure. William Collins will retire from the Board at the as a Director at the forthcoming AGM and has concluded that Information
Corporate
Company’s AGM on 12 April 2022 she continues to provide significant economic insight to the
Board and of the investment trust sector.
All other public company directorships: All other public company directorships:
Mr Collins holds no other public company directorships. Ms de Rochechouart holds no other public company
directorships.
34 Annual Report 2021
Status: Status:
Independent Non-Executive Independent Non-Executive
Director Director
Experience: Experience:
United Kingdom Resident - over the last twenty five years she United Kingdom Resident - Formerly a Director of Baring Asset
has led the development of global communications, branding Management (Asia) Limited in Hong Kong and Asian Investment
and marketing solutions for a broad range of companies Manager at Eagle Star and Kleinwort Benson in London. She
including Impax Asset Management Group plc, BMO (formerly has over twenty years of Asian fund management experience
F&C), GAM, Vernalis Group plc and UBS. She is currently a in London and Hong Kong, managing and marketing portfolios
senior adviser to Peregrine Communications and has served a across numerous jurisdictions. She is also a Trustee of
term as a trustee of an educational charity . Glendower School Trust, an educational charitable Trust.
Contribution: Contribution:
The Nomination Committee has reviewed the contribution of The Nomination Committee has reviewed the contribution of
Anne Gilding in light of her proposed election as a Director at Sarah MacAulay in light of her proposed election as a Director
the forthcoming AGM and has concluded that she brings at the forthcoming AGM and has concluded that she provides
knowledge of investment management and expertise in significant investment insight to the Board and knowledge of
marketing, promotional activities and ESG. the investment trust sector.
All other public company directorships: All other public company directorships:
Momentum Multi-Asset Value Trust plc Fidelity Japan Trust PLC, JPMorgan Multi-Asset Growth &
Income plc (Chairman) and Schroder Asian Total Return
Investment Company plc (Chairman)
abrdn China Investment Company Limited 35
Overview
Directors’ and Officers’ Liabilities Insurance Changes to the Board
Strategic Report
An insurance policy covering Directors’ and officers’ liabilities is John Hawkins retired from the Board at the AGM on 20 April
maintained by the Company. 2021. Following completion of the combination with Aberdeen
New Thai Investment Trust PLC on 9 November 2021, Anne
Board Diversity Gilding and Sarah MacAulay, who were both non-executive
The Company’s policy is that the Board should have a broad directors of that company, were appointed Directors. William
range of skills and cognitive diversity. The Board performs an Collins will retire from the Board at the Company’s Annual
annual review of its performance and these factors form part General Meeting on 12 April 2022. Ahead of his retirement,
Portfolio
of that review process. At the year end, the Board comprised Helen Green has been appointed Senior Independent Director.
two male and two female Directors and currently comprises It is expected that Mark Hadsley-Chaplin will retire from the
two male and four female Directors. The Board has given Board before the Company’s Annual General Meeting in 2023.
careful consideration to the recommendations of the AIC Code
and other guidance on boardroom diversity. The Board The Role of the Chairman and Senior Independent Director
considers these recommendations when reviewing Board The Chairman is responsible for providing effective leadership
composition. to the Board, by setting the tone of the Company,
Governance
demonstrating objective judgement and promoting a culture of
Board’s Policy on Tenure openness and debate. The Chairman facilitates the effective
In normal circumstances, it is the Board’s expectation that contribution and encourages active engagement by each
Directors will not serve beyond the Annual General Meeting Director. In conjunction with the Company Secretary, the
following the ninth anniversary of their appointment. However, Chairman ensures that Directors receive accurate, timely and
the Board takes the view that independence of individual clear information to assist them with effective decision making.
Directors is not necessarily compromised by length of tenure The Chairman acts upon the results of the Board evaluation
on the Board and that continuity and experience can add
Statements
Financial
process by recognising strengths and addressing any
significantly to the Board’s strength. The Board believes that weaknesses and also ensures that the Board engages with
recommendation for re-election should be on an individual major shareholders and that all Directors understand
basis following a rigorous review which assesses the shareholder views.
contribution made by the Director concerned, but also taking
into account the need for regular refreshment and diversity. The Senior Independent Director acts as a sounding board for
the Chairman and acts as an intermediary for other Directors,
It is the Board’s policy that the Chairman of the Board will not when necessary. Working closely with the Nomination Information
Corporate
normally serve as a Director beyond the Annual General Committee, the Senior Independent Director takes
Meeting following the ninth anniversary of his or her responsibility for an orderly succession process for the
appointment to the Board. However, this may be extended in Chairman and leads the annual appraisal of the Chairman’s
certain circumstances or to facilitate effective succession performance. The Senior Independent Director is also available
planning and the development of a diverse Board. In such a to shareholders to discuss any concerns they may have.
situation the reasons for the extension will be fully explained to
shareholders and a timetable for the departure of the
Chairman clearly set out.
36 Annual Report 2021
Directors’ Shareholdings
At 31 October 2021 and at the date of this report, the Directors had the following shareholdings in the Company.
Mr Hawkins, who retired during the year under review, held 20,000 shares at the beginning of the year and retired from the Board
on 20 April 2021 with a holding of 30,000 Ordinary shares.
Board Meetings
The number of scheduled meetings of the Board and Committees for the year under review is given below, together with
individual Directors’ attendance at those meetings. The first number in the table is the meetings attended by the individual
Director and the second number is the number of meetings that Director was eligible to attend.
Management
Nomination Audit Engagement Remuneration
Board* Committee Committee* Committee Committee
M Hadsley-Chaplin 4/4 1/1 n/a 1/1 1/1
W Collins 4/4 1/1 3/3 1/1 1/1
H Green 4/4 1/1 3/3 1/1 1/1
J Hawkins (retired on 20 April 2021) 2/2 n/a 1/1 n/a n/a
E de Rochechouart 4/4 1/1 3/3 1/1 1/1
A Gilding (appointed on 9 November 2021) n/a n/a n/a n/a n/a
S MacAulay (appointed on 9 November 2021) n/a n/a n/a n/a n/a
* A meeting of the Board and Audit Committee in respect of the year ended 31 October 2021 took place on 9 November 2021.
In addition, there were two ad hoc meetings which dealt with the year period subject to renewal and termination upon three
scheme of reconstruction with a further meeting held on 9 months’ notice.
November 2021. There were also two meetings held to authorise
the publication of the respective interim and annual reports. In line with corporate governance best practice, all of the
Directors, apart from those stepping down, will retire and offer
Re-election of Directors themselves for election or re-election at the Annual General
The services of each of the Directors are provided under the Meeting of the Company to be held on 12 April 2022.
terms of letters of appointment between each of them and the
Company. Each Director’s appointment is for an initial three
abrdn China Investment Company Limited 37
Overview
Conflicts of Interest appointment and remuneration of the Manager. The
Strategic Report
As required by law, a Director must avoid a situation where he Committee also considers the appointment and remuneration
or she has an interest that conflicts with the Company’s of other suppliers of services to the Company. Ms Gilding and
interests. The Company’s Articles of Incorporation provide the Ms MacAulay joined the Management Engagement Committee
Directors authority to authorise potential conflicts of interest. upon their appointment on 9 November 2021.
The Directors are able to impose limits or conditions when
giving authorisation if they think this is appropriate. Mr Hadsley-Chaplin is Chairman of the Management
The procedure observed by the Board in considering dealing Engagement Committee. The Committee has formal terms of
Portfolio
with conflicted matters is as follows: reference and copies of these are available on request from the
Company Secretary and on the Company’s website.
· Any Board member so conflicted must excuse themself from
the discussion involving the relevant conflict; Nomination Committee
· Only Directors who have no interest in the matter being The Company has established a Nomination Committee which
considered are able to debate the matter and take the at the year end comprised Mr Collins, Mrs Green, Ms de
relevant decision; and Rochechouart and Mr Hadsley-Chaplin. The Committee has
been established for the purpose of considering the
Governance
· In taking the decision the Directors must act in a way they
consider, in good faith, will be most likely to promote the composition of the Board as a whole and for identifying and
Company’s success. putting forward candidates for the office of Director of the
Company and meets on at least an annual basis. The
The Directors have declared any potential conflicts of interest Committee considers job specifications and assesses whether
to the Company. These are entered into the Company’s register candidates have the necessary skills and time available to
of potential conflicts, which is reviewed regularly by the Board. devote to the job. Ms Gilding and Ms MacAulay joined the
The Directors are obliged to advise the Company Secretary as Nomination Committee upon their appointment on 9
Statements
Financial
soon as they become aware of any potential conflicts of November 2021.
interest.
Mr Collins is Chairman of the Nomination Committee. The
Board Committees Nomination Committee has formal terms of reference and
The Company has established an Audit Committee, a copies of these are available on request from the Company
Management Engagement Committee, a Nomination Secretary and on the Company’s website.
Committee and a Remuneration Committee. Other committees Information
Remuneration Committee Corporate
of the Board may be formed from time to time to deal with
specific matters. The Company has established a Remuneration Committee,
which at the year end comprised Mr Collins, Mr Hadsley-
Audit Committee Chaplin, Ms de Rochechouart and Mrs Green. The Committee
A report on pages 42 and 43 provides details of the role, meets at least on an annual basis to consider the remuneration
composition and meetings of the Audit Committee together of the Directors. The Committee reviews the remuneration of
with a description of the work of the Committee in discharging the Directors and Chairman against the fees paid to the
its responsibilities. directors of other investment companies of a similar size and
nature, as well as taking into account other comparable data.
Mrs Green is the Chairman of the Audit Committee. The Audit Ms Gilding and Ms MacAulay joined the Remuneration
Committee has formal terms of reference and copies of these Committee upon their appointment on 9 November 2021.
are available on request from the Company Secretary and on
the Company’s website. Mr Collins is the Chairman of the Remuneration Committee.
The Remuneration Committee has formal terms of reference
Management Engagement Committee and copies of these are available on request from the Company
The Company has established a Management Engagement Secretary and on the Company’s website.
Committee which at the year end comprised, Mr Hadsley-
Chaplin, Mr Collins, Ms de Rochechouart and Mrs Green. The
Committee meets on at least an annual basis to consider the
38 Annual Report 2021
Overview
The Company Secretary reports in writing to the Board on Exercise of Voting Powers
Strategic Report
operational and compliance issues prior to each meeting, and The Company is committed to exercise diligently its rights as a
otherwise as necessary. shareholder and usually votes on relevant decisions of its
holdings. In making a voting decision all relevant factors are
Directors receive and consider monthly reports from the UK
taken into account, including the performance of the investee
Administration Agent, giving full details of all holdings in the
company, its corporate governance where this bears
portfolio and of all transactions and of all aspects of the
meaningfully upon the responsiveness of its management to
financial position of the Company. The Administrator and UK
shareholders’ needs and the readiness of its management to
Portfolio
Administration Agent report separately in writing to the Board
address any areas where improvements might be expected to
concerning risks and internal control matters within the scope
strengthen its share price or otherwise create real benefit for
of their services, including internal financial control procedures
shareholders.
and secretarial matters. Additional ad hoc reports are received
as required and Directors have access at all times to the advice UK Stewardship Code and Proxy Voting as an
and services of the Company Secretary, which is responsible to Institutional Shareholder
the Board for ensuring that Board procedures are followed, Responsibility for actively monitoring the activities of portfolio
Governance
and that applicable rules and regulations are complied with. companies has been delegated by the Board to the Manager
and in turn to the Investment Manager.
The contracts with the Manager, Administrator, UK
Administration Agent and the external Auditor enable the Further information on stewardship and ESG matters may be
Board to monitor the Company’s progress towards its found on the Company’s website (www.abrdnchina.co.uk).
objectives and encompasses an analysis of the risks involved.
These matters are assessed on an ongoing basis through the Environmental, Social and Corporate Governance
year. (“ESG”) Policy
Statements
Financial
The Company is a closed end investment company and
There are no significant findings to report from the review of therefore has no staff, premises, manufacturing or other
internal controls during the year. operations. However, the Company seeks to have an ESG rating
equal to, or better than, the MSCI China All Shares Index and
Principal Risks have meaningfully lower carbon intensity than the Index. The
The Directors confirm that they have carried out a robust
Investment Manager ensures ESG considerations are key to
assessment of the principal risks facing the Company, including
and fully integrated into the investment process. The Information
those that would threaten its business model, future Corporate
Investment Manager places constructive engagement and ESG
performance, solvency or liquidity. The principal risks and how
risk considerations at the heart of all investment research,
they are being managed are set out in the Directors’ Report.
ensuring that it is a responsible steward of its clients’ assets.
Shareholder Relations The Investment Manager pursues a constructive approach to
The Board welcomes feedback from the Company’s
encourage improvements to the benefit of all shareholders. To
shareholders. The Board receives shareholder feedback
reinforce its messages, the team votes at all shareholder
directly and via the Company’s Manager and Brokers through
meetings.
their programme of meetings with shareholders.
The Notice of Meeting sets out the business of the AGM and
any item not of an entirely routine nature is explained in the
Directors’ Report. Separate resolutions are proposed for each
substantive issue.
40 Annual Report 2021
This section of the Annual Report covers the Board’s the Company’s legal counsel, secretary and corporate brokers;
considerations and activities in discharging its duties in the Board abides by the Listing Rules at all times.
promoting the success of the Company for the benefit of its
members as a whole. The Company’s investment objective is to produce long-term
capital growth by investing predominantly in Chinese equities.
This statement includes consideration of the likely The portfolio will normally consist principally of quoted equity
consequences of the decisions of the Board in the longer term, securities and depositary receipts although unlisted
how the Board has taken wider stakeholders’ needs into companies, fixed interest holdings or other non-equity
account and the impact of the Company’s operations on the investments may be held. The portfolio is actively managed
environment. and may be invested in companies of any size and in any sector.
The Investment Manager believes this is an attractive profile in
The most significant consideration by the Board during the the circumstances and one that should hold broad appeal.
year was in relation to the Scheme of Reconstruction and
change of investment mandate, both of which are explained in At the end of the year the Manager was in the process of
more detail within the Chairman's Statement. implementing the new Investment Policy and has since
invested more than 90% of the portfolio in Chinese equities.
The Board, together with the Investment Manager, sets an
overall investment strategy and reviews this on an ongoing The Board maintains an open dialogue between shareholders,
basis. In order to ensure strong governance of the Company, the Manager and other service providers. The Manager along
the Board has implemented an investment policy which with the Company’s corporate brokers regularly meet with the
includes various limits on the size of individual holdings, Company’s shareholders to provide Company updates and to
investments in derivatives and the level of gearing. These limits foster dialogue. Feedback from meetings between the Manager
and guidelines are regularly monitored. and shareholders is communicated to the Board. The Chairman
and other members of the Board are available to support these
The Board is ultimately responsible for all stakeholder meetings and to address shareholder questions and consult
engagement. As an externally managed investment company, major shareholders at least on an annual basis.
the Company does not have any employees; rather it employs
external suppliers to fulfil a range of functions, including The Board encourages shareholders to attend and participate
investment management, secretarial, administration, in the Company’s AGM at which the Investment Manager will
promotional activities, corporate brokering, depositary and provide a presentation on the Company’s performance during
banking services. All these service providers, which are the year and outlook for the future. The Company values any
stakeholders in the Company themselves, help the Board to feedback and questions it may receive from shareholders
fulfil its responsibility to engage with the shareholders and ahead of and during the AGM.
other stakeholders.
The Company’s Annual and Half Yearly Reports are made
The Board has identified the major stakeholders in the available on the Company’s website and also circulated to
Company’s business. On an ongoing basis the Board monitors shareholders, providing an in depth review of the Company’s
both potential and actual impacts of the decisions it makes in financial position and portfolio. This information is
respect of the Company upon those major stakeholders supplemented by the daily calculation and publication of the
identified. NAV per share and a monthly factsheet and portfolio data,
which are announced via a Regulatory Information Service and
Shareholders: The Board’s principal concern is the interests of are also available on the Company’s website.
the Company’s shareholders and potential investors. As a public
company listed on the London Stock Exchange, the Company is In addition, the Board oversees the maintenance and integrity
subject to the FCA's Listing Rules and Disclosure Guidance and of the corporate and financial information included on the
Transparency Rules. The Listing Rules include a listing principle Company’s website. The Company has engaged Aberdeen
that a listed company must ensure that it treats all shareholders Standard Fund Managers Limited (“ASFML”) for the provision of
of the same class of shares that are in the same position equally promotional activities to ensure that information and news
in respect of the rights attaching to such shares. With the about the Company is regularly available for existing and
assistance of regular discussions with and the formal advice of potential shareholders.
abrdn China Investment Company Limited 41
Overview
For more information on shareholder engagement please see operational resilience whilst working remotely during the
Strategic Report
the Corporate Governance section of this report which contains restrictions caused by the Covid-19 pandemic. Further detail of
further information on shareholder engagement. the Company’s key service providers can be found on page 64
of this Report.
At the AGM held by the Company on 20 April 2021, shareholder
proxies representing 35.50%, 31.21%, 37.37% and 31.21% Lenders: The Company may employ gearing and may in
of the issued capital voted against the re-election of aggregate, borrow amounts equalling up to 20% of gross asset
Mr Hadsley-Chaplin, Mr Collins, Mrs Green and Ms de value, although the Board expects that borrowings will typically
Portfolio
Rochechouart respectively. The Board notes the reasons why not exceed 15% of gross asset value at the time of drawdown.
the shares were voted in this way, but supports the democratic
process which saw substantial support from shareholders. The Company has arranged access to an unsecured 12-month
revolving credit facility, under which loans with a maximum
Manager / Investment Manager: The most significant service aggregate value of £25 million may be drawn.
provider for the Company’s long-term success is ASFML, which
has been appointed as the Company’s AIFM in accordance with Regulators: The Company and its appointed professional
the Alternative Investment Fund Managers Directive (AIFMD), suppliers keep abreast of the rules, regulations and guidance
Governance
for the purpose of providing investment advisory services to affecting the listed investment company sector. The Board,
the Company. The portfolio is managed by abrdn Hong Kong Company Secretary and AIFM are responsible for ensuring that
Limited which is responsible for the management of the various regulatory and statutory obligations are met. During
Company’s portfolio in accordance with the Company’s the year under review, the Board considered emergency
investment policy and the terms of the Management legislation brought in to help companies engage effectively
Agreement. with shareholders during periods of Covid-19 restrictions.
These included the ability to conduct virtual AGMs and
Statements
Financial
The Board monitors the Company’s investment performance in extended deadlines for the publication of accounts.
relation to its objectives, investment policy and strategy. The
Board regularly assesses the experience and resources of the Wider community and the Environment: Under its new
investment management team and the commitment of the investment objective, the Company seeks to have an ESG rating
Manager; to promote the Company and foster shareholder equal to, or better than, the MSCI China All Shares Index and
relations and to ensure that the Company’s objective is met. have meaningfully lower carbon intensity than the Index. The
The Board receives and reviews regular reports and Investment Manager places constructive engagement and ESG Information
risk considerations at the heart of all investment research, Corporate
presentations from the Manager. An open and active
relationship is maintained with the Investment Manager at ensuring that it is a responsible steward of its clients’ assets.
Board meetings and additional meetings when needed. The Investment Manager believes this approach can mitigate
risks and actively enhance returns for shareholders over the
Suppliers: As an externally managed investment company, the longer term.
Company conducts all its business through its key service
providers. On an annual basis, the Board reviews the In summary, the Directors are cognisant of their duties to make
continuing appointment of each service provider to ensure decisions taking into account the long term consequences of all
re-appointment is in the best interests of the Company’s the Company’s key stakeholders and reflect the Board’s belief
shareholders. Separately, the Auditor is invited to attend the that the long term sustainable success of the Company is linked
Audit Committee meeting at least twice per year. The Audit directly to its key stakeholders.
Committee Chair maintains regular contact with the Audit
partner to ensure the audit process is undertaken effectively. For and on behalf of the Board
During the year under review, the Board sought and received
reassurance that all key service providers had appropriate William Collins
business continuity plans in place. All key service providers Director
have maintained a high standard of service and demonstrated 24 February 2022
42 Annual Report 2021
Role, Composition and Meetings This unusually low proportion to net assets was temporary
The Board has established an Audit Committee, which at the while the Manager transitioned the portfolio to Chinese
year end comprised Mrs Green, Mr Collins and Ms de equities. As at 31 December 2021, investments represented
Rochechouart. As a minimum, the Audit Committee meets on a more than 90% of its net assets. The valuation of investments is
bi-annual basis and its main functions include, inter alia, therefore the most significant factor in relation to the accuracy
reviewing and monitoring internal financial control systems and of the financial statements. The portfolio consists of
risk management systems on which the Company is reliant, investments in predominantly in quoted companies. The
considering annual and interim financial statements and reports estimates, assumptions and judgements required to be made
from the auditor, making recommendations to the Board in by management in determining the valuation of investments
relation to the appointment and remuneration of the Company’s and method of accounting are described in more detail in
auditor and monitoring and reviewing annually the auditor’s notes 3(a) and 18 to the financial statements.
independence, objectivity, effectiveness and qualifications and,
The Audit Committee reviewed the portfolio valuation as at
where relevant, compliance with corporate governance changes.
31 October 2021. The Audit Committee obtained confirmation
The Committee is responsible for the development and
from the Administrator, UK Administration Agent and the
implementation of a policy on the supply of any non-audit
Manager that the Company’s accounting policies on valuation
services provided by the auditor. The Board has also requested
of investments had been followed. The Audit Committee made
that the Audit Committee advise it on whether it believes that
enquiries of the Administrator, UK Administration Agent and
the Annual Report and Financial Statements taken as a whole is
the Manager with regards to the procedures that are in place to
fair, balanced and understandable and provides the information
ensure that the portfolio is valued correctly.
necessary for shareholders to assess the Company’s position
and performance, business model and strategy. The Audit Committee agreed the approach to the audit of the
valuation of investments with the external auditor prior to the
Mrs Green is the Chairman of the Audit Committee and has
commencement of the audit. The results of the audit in this
recent and relevant financial experience. The Audit Committee
area were reported by the external auditor and there were no
as a whole has competence relevant to the investment
significant disagreements between management and the
company sector.
external auditor’s conclusions.
During the year ended 31 October 2021, there were three
meetings of the Audit Committee. The Company’s external
Effectiveness of External Audit
The Audit Committee reviews the effectiveness of the
auditor also attends the meetings at the Committee’s request
Company’s external audit. The Audit Committee received a
and reports on its work procedures and its findings in relation to
presentation of the audit plan from the external auditor prior
the Company’s statutory audit. The Company’s external auditor
to the commencement of the audit and a presentation of the
attended all of the Audit Committee meetings during the year
results of the audit following completion of the main audit
ended 31 October 2021.
testing. The Audit Committee performed a review of the
Since the year ended 31 October 2021, Ms Gilding and external auditor following the presentation of the results of the
Ms MacAulay joined the Audit Committee upon their audit. The review included a discussion of the audit process
appointment as Directors of the Company. and the ability of the external auditor to fulfil its role. The
factors considered by the Audit Committee included the
Financial Statements and Significant Accounting external auditor’s resources, independence, the performance
Matters of the team employed to conduct the audit, audit planning,
The Audit Committee considered the following significant communication and scope of the audit.
accounting issues in relation to the Company’s financial
statements for the year ended 31 October 2021. Audit Tenure
KPMG Channel Islands Limited (“KPMG”) has been the
Valuation of Investments Company’s external auditor since 2009 and the audit of the
The Company, as an investment company, invests virtually all Company’s accounts for the year ended 31 October 2021 will be
of its assets into Chinese equities. As at 31 October 2021, the 12th year that KPMG has acted as auditor. Following
investments represented approximately 30.2% of its net assets.
abrdn China Investment Company Limited 43
Overview
professional guidelines, the audit partner rotates after five
Strategic Report
years. The current audit partner is in his 1st year of
appointment. The Company is committed to the highest
standards of corporate governance and, in accordance with
best practice for premium-segment listed companies, in 2019
the Audit Committee decided to put the audit out to tender.
The Audit Committee identified three suitably experienced
audit firms, including KPMG. The three firms were asked to
Portfolio
provide detailed written proposals to the Audit Committee and
two of the firms were then interviewed by the Committee.
Following the interviews, and having given full consideration to
the proposed fees, auditor independence and quality of the
audit teams, the Audit Committee concluded that it would be in
the best interests of the Company for KPMG to be re-appointed
as auditor.
Governance
The Audit Committee has agreed that the re-appointment of
KPMG as auditor should be recommended to the Board and
put to shareholders for approval at the AGM.
Statements
Financial
services are considered on a case-by-case basis and may only
be provided to the Company if the provision of such services is
at a reasonable and competitive cost and does not constitute a
conflict of interest or potential conflict of interest which would
prevent the auditor from remaining objective and independent.
During the year ended 31 October 2021 there were no
non-audit services provided, other than interim review and Information
Corporate
reporting on the Company’s half year financial statements. The
fee payable to the Auditor for this additional service amounted
to £16,560 (2020: £16,000).
Helen Green
Audit Committee Chairman
24 February 2022
44 Annual Report 2021
This Directors’ Remuneration Report has been prepared on a additional Director, as a part of the Board’s succession plan,
voluntary basis in accordance with UK regulations governing would require a modest increase in the annual aggregate limit
the disclosure and approval of Directors’ remuneration, and of Director’s’ fees. Therefore a resolution will be put to
comprises three parts: shareholders at the AGM on 12 April 2022 seeking approval to
increase the aggregate limit to £250,000 per annum.
1. a Remuneration Policy which the Board has decided will be
subject to a binding shareholder vote every three years (or No services have been provided by, or fees paid to, advisers
sooner if varied during this interval). At the AGM held on in respect of remuneration policy during the year ended
21 April 2020, a resolution to approve the Directors’ 31 October 2021.
Remuneration Policy covering the three year period to
31 October 2022 was passed. No shareholder views have been sought in setting the
Remuneration Policy although any comments received from
2. an Implementation Report which is subject to an advisory shareholders are considered.
vote on the level of remuneration paid during the year; and
Directors’ Service Contracts
3. an Annual Statement. The Directors do not have service contracts. The Directors have
appointment letters subject to termination upon three months’
A Remuneration Committee has been formed which comprises notice. The Directors are subject to re-election by shareholders.
Mr Collins (Chairman), Mr Hadsley-Chaplin, Ms de
Rochechouart and Mrs Green. The Directors’ Remuneration There were no changes to the Directors’ Remuneration Policy
Policy and level of Directors’ Remuneration are determined by during the year nor are there any proposals for changes in the
the Remuneration Committee. foreseeable future. The Remuneration Policy is reviewed by the
Remuneration Committee on an annual basis and it is the
Ms Gilding and Ms MacAulay joined the Remuneration Committee’s intention that this Remuneration Policy will apply
Committee upon their appointment on 9 November 2021. for the three year period ending 31 October 2022.
Overview
three years ending 31 October 2022. 99.9% of proxy votes were
Strategic Report
Fees Fees
in favour of the resolution and 0.1% of proxy votes were against.
2021 2020
£’000 £’000 A resolution to approve the Directors’ Remuneration Report
M Hadsley-Chaplin (Chairman) 38.0 38.0 (excluding the Directors’ Remuneration Policy) in respect of the
year ended 31 October 2021 will be proposed at the AGM.
H Green 33.0 33.0
J Hawkins* 13.2 28.0 Spend on Pay
Portfolio
As the Company has no employees, the Directors do not
W Collins 28.0 28.0
consider it appropriate to present a table comparing
E de Rochechouart 28.0 28.0 remuneration paid to employees with distributions to
A Gilding (appointed on shareholders. The total fees paid to Directors are shown above.
n/a n/a
9 November 2021)
Annual Statement
S MacAulay (appointed on The Board confirms that the above Directors’ Remuneration
n/a n/a
9 November 2021) Report summarises, as applicable, for the year ended
Governance
140.2 155.0 31 October 2021:
*Retired on 20 April 2021. No change in fee. · the major decisions on Directors’ remuneration;
· any substantial changes relating to Directors’ remuneration;
Statement of Voting at the AGM
and
At the Company’s last AGM, held on 20 April 2021, shareholders
· the context in which the changes occurred and decisions
approved the Directors’ Remuneration Report in respect of the
have been taken.
year ended 31 October 2020. 99.99% of proxy votes were in
Statements
Financial
favour of the resolution and 0.01% of proxy votes were against. William Collins
Remuneration Committee Chairman
At the Company’s AGM held on 21 April 2020, shareholders
24 February 2022
approved the Directors’ Remuneration Policy in respect of the
Information
Corporate
46 Annual Report 2021
In Respect of the Annual Report and Accounts The Directors are responsible for the maintenance and
The Directors are responsible for preparing the Annual Report integrity of the corporate and financial information included on
and Accounts in accordance with applicable law and the Company’s website, but not for the content of any
regulations. information included on the website that has been prepared or
issued by third parties. Legislation in Guernsey governing the
Guernsey company law requires the Directors to prepare preparation and dissemination of financial statements may
financial statements for each financial year. The Directors have differ from legislation in other jurisdictions.
elected to prepare the financial statements in accordance with
International Financial Reporting Standards as issued by the Disclosure of Information to the Auditor
IASB and applicable law. The Directors who held office at the date of approval of the
Directors’ Report confirm that, so far as they are each aware,
Under company law the Directors must not approve the there is no relevant audit information of which the Company’s
financial statements unless they are satisfied that they give a auditor is unaware; and each Director has taken all the steps
true and fair view of the state of affairs of the Company and of that they ought to have taken as a Director to make themselves
its profit or loss for that period. In preparing these financial aware of any relevant audit information and to establish that
statements, the directors are required to: the Company’s auditor is aware of that information.
· select suitable accounting policies and then apply them Responsibility Statement of the Directors in Respect of
consistently; the Annual Report
· make judgements and estimates that are reasonable, We confirm that to the best of our knowledge:
relevant and reliable;
· state whether applicable accounting standards have been · the financial statements, prepared in accordance with the
followed, subject to any material departures disclosed and applicable set of accounting standards, give a true and fair
explained in the financial statements; view of the assets, liabilities, financial position and profit or
· assess the Company’s ability to continue as a going concern, loss of the Company; and
disclosing, as applicable, matters related to going concern; · the Management Report (comprising the Chairman’s
and Statement, the Investment Manager’s Report and the
· use the going concern basis of accounting unless they either Governance reports including the Directors’ Report) includes
intend to liquidate the Company or to cease operations or a fair review of the development and performance of the
have no realistic alternative but to do so. business and the position of the Company, together with a
description of the principal risks and uncertainties that
The Directors are responsible for keeping proper accounting it faces.
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time The Board considers that the Annual Report and Accounts,
the financial position of the Company and enable them to taken as a whole, is fair, balanced and understandable and
ensure that its financial statements comply with the Companies provides the information necessary for shareholders to assess
(Guernsey) Law, 2008. They are responsible for such internal the Company’s position and performance, business model and
control as they determine is necessary to enable the strategy.
preparation of financial statements that are free from material
Helen Green
misstatement, whether due to fraud or error, and have general
Director
responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Company and to prevent William Collins
and detect fraud and other irregularities. Director
24 February 2022
abrdn China Investment Company Limited 47
Depositary Report
Overview
Northern Trust (Guernsey) Limited (the “Depositary”) has been Basis of Depositary review
Strategic Report
appointed to provide depositary services to abrdn China The Depositary conducts such reviews as it, in its reasonable
Investment Company Limited (the “Company”) (formerly discretion, considers necessary in order to comply with its
Aberdeen Emerging Markets Investment Company Limited) obligations and to ensure that, in all material respects, the
with effect from 1 August 2014 in accordance with the Company has been managed (i) in accordance with the
requirements of Article 36 and Articles 21(7), (8) and (9) of the limitations imposed on its investment and borrowing powers
Directive 2011/61/EU of the European Parliament and of the by the provisions of its constitutional documentation and the
Council of 8 June 2011 on Alternative Investment Fund appropriate regulations and (ii) otherwise in accordance with
Portfolio
Managers and amending Directives 2003/41/EC and 2009/65/ the constitutional documentation and the appropriate
EC and Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010 regulations. Such reviews vary based on the type of Company,
(the “AIFM Directive”). the assets in which a Company invests and the processes used,
or experts required, in order to value such assets.
We have enquired into the conduct of Aberdeen Standard Fund
Managers Limited (the “AIFM”), for the year ended 31 October Review
2021, in our capacity as Depositary to the Company. In our view, the Company has been managed during the year, in
Governance
all material respects:
This report including the review provided below has been
prepared for and solely for the shareholders in the Company. (i) in accordance with the limitations imposed on the
We do not, in giving this report, accept or assume responsibility investment and borrowing powers of the Company by the
for any other purpose or to any other person to whom this constitutional document; and by the AIFMD legislation; and
report is shown.
(ii) otherwise in accordance with the provisions of the
Our obligations as Depositary are stipulated in the relevant constitutional document and the AIFMD legislation.
Statements
Financial
provisions of the AIFM Directive and the relevant sections of
Commission Delegated Regulation (EU) No 231/2013 collectively For and on behalf of
(the “AIFMD legislation”). Northern Trust (Guernsey) Limited
24 February 2022
Amongst these obligations is the requirement to enquire into
the conduct of the AIFM and the Company and their delegates
in each annual accounting period. Information
Corporate
Our report shall state whether, in our view, the Company has
been managed in that period in accordance with the
constitutional documents, the scheme particulars and the
AIFMD legislation. It is the overall responsibility of the AIFM to
comply with these provisions. If the AIFM or their delegates
have not so complied, we as the Depositary will state why this
is the case and outline the steps which we have taken to rectify
the situation.
Financial
Statements
Net assets per Ordinary share increased by 16.5% to 813.2p,
while the revenue loss was 0.61p per Ordinary share as
compared to a profit of 1.60p per Ordinary share in 2020.
abrdn China Investment Company Limited 49
Overview
Independent Auditor’s Report to the Members of abrdn China Basis for opinion
Investment Company Limited We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
Our opinion is unmodified
responsibilities are described below. We have fulfilled our
We have audited the financial statements of abrdn China
ethical responsibilities under, and are independent of the
Investment Company Limited (the “Company”), which comprise
Company in accordance with, UK ethical requirements
the Statement of Financial Position as at 31 October 2021, the
Strategic Report
including the FRC Ethical Standard as required by the Crown
Statements of Comprehensive Income, Changes in Equity and
Dependencies’ Audit Rules and Guidance. We believe that the
Cash Flows for the year then ended, and notes, comprising
audit evidence we have obtained is a sufficient and appropriate
significant accounting policies and other explanatory
basis for our opinion.
information.
Key audit matters: our assessment of the risks of
In our opinion, the accompanying financial statements:
material misstatement
· give a true and fair view of the financial position of the Key audit matters are those matters that, in our professional
Portfolio
Company as at 31 October 2021, and of the Company’s judgment, were of most significance in the audit of the financial
financial performance and cash flows for the year then statements and include the most significant assessed risks of
ended; material misstatement (whether or not due to fraud) identified
· are prepared in accordance with International Financial by us, including those which had the greatest effect on the
Reporting Standards; and overall audit strategy; the allocation of resources in the audit;
· comply with the Companies (Guernsey) Law, 2008. and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the
Governance
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters. In arriving at our audit opinion above, the key audit
matter was as follows (unchanged from 2021):
Statements
Financial
Investments As at 31 October 2021 the Company had
(Investments at fair invested in closed and open-ended Internal Controls:
value through profit or investment funds (together, the Assessing the design and implementation of the control over the
loss) £112,905,000; “Investments”) which represented a valuation of Investments.
(2020: £324,975,000) significant amount of net assets.
Challenging managements’ assumptions and inputs including
Refer to page 42 of the The Company’s listed or quoted use of KPMG Specialists:
Audit Committee, notes Investments, which represents 21% of net Our valuation specialist independently priced Investments with a Information
value of £76,725,000 to a third party pricing source. Corporate
2(g), 3(a) accounting assets, are valued based on prices
policies and note 18 obtained from third party pricing
For holdings in unlisted funds with a value of £36,180,000, we:
disclosures providers.
· considered the valuation technique applied for appropriateness
The Company’s holdings in unlisted
· confirmed the net asset value directly with the underlying funds’
funds, which represents 10% of net
administrators or investment managers
assets and are not quoted or traded on a
· obtained the latest audited financial statements of the
recognised stock exchange or other
underlying funds in order to consider: the nature of the
trading facility are valued at the net asset
Investments held by the underlying funds; the financial reporting
values provided by the underlying funds’
standards applied in the preparation of the underlying funds’
administrators.
financial statements; any modifications to audit reports; and
Risk: any other disclosures that may be relevant to their valuation
The valuation of the Company’s
Assessing disclosures:
Investments, given that it represents a
We also considered the Company’s disclosures (see note 2(g)) in
significant amount of the Company’s net
relation to the use of estimates and judgments regarding the
assets, is a significant area of our audit,
valuation of Investments and the Company’s investment valuation
with those which are unlisted being
policies adopted in note 3(a) and fair value disclosures in note 18 in
subject to estimation risk.
compliance with IFRS.
50 Annual Report 2021
Overview
verifiable to external data sources or agreements with little or non-compliance with laws and regulations is from the events
no requirement for estimation from management. We did not and transactions reflected in the financial statements, the less
identify any additional fraud risks. likely the inherently limited procedures required by auditing
standards would identify it.
We performed procedures including
In addition, as with any audit, there remains a higher risk of
· Identifying journal entries and other adjustments to test non-detection of fraud, as this may involve collusion, forgery,
Strategic Report
based on risk criteria and comparing any identified entries to intentional omissions, misrepresentations, or the override of
supporting documentation; and internal controls. Our audit procedures are designed to detect
· incorporating an element of unpredictability in our audit material misstatement. We are not responsible for preventing
procedures. non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
Identifying and responding to risks of material
misstatement due to non-compliance with laws and Other information
Portfolio
regulations The directors are responsible for the other information. The
We identified areas of laws and regulations that could other information comprises the information included in the
reasonably be expected to have a material effect on the annual report but does not include the financial statements
financial statements from our sector experience and through and our auditor’s report thereon. Our opinion on the financial
discussion with management (as required by auditing statements does not cover the other information and we do
standards), and from inspection of the Company’s regulatory not express an audit opinion or any form of assurance
and legal correspondence, if any, and discussed with conclusion thereon.
Governance
management the policies and procedures regarding
compliance with laws and regulations. As the Company is In connection with our audit of the financial statements, our
regulated, our assessment of risks involved gaining an responsibility is to read the other information and, in doing so,
understanding of the control environment including the entity’s consider whether the other information is materially
procedures for complying with regulatory requirements. inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
The Company is subject to laws and regulations that directly misstated. If, based on the work we have performed, we
affect the financial statements including financial reporting
Statements
Financial
conclude that there is a material misstatement of this other
legislation and taxation legislation and we assessed the extent information, we are required to report that fact. We have
of compliance with these laws and regulations as part of our nothing to report in this regard.
procedures on the related financial statement items.
Disclosures of emerging and principal risks and longer
The Company is subject to other laws and regulations where term viability
the consequences of non-compliance could have a material We are required to perform procedures to identify whether
effect on amounts or disclosures in the financial statements, there is a material inconsistency between the directors’ Information
for instance through the imposition of fines or litigation or Corporate
disclosures in respect of emerging and principal risks and the
impacts on the Company’s ability to operate. We identified viability statement, and the financial statements and our audit
financial services regulation as being the area most likely to knowledge. we have nothing material to add or draw attention
have such an effect, recognising the regulated nature of the to in relation to:
Company’s activities and its legal form. Auditing standards limit
the required audit procedures to identify non-compliance with · the directors’ confirmation within the Viability Statement
these laws and regulations to enquiry of management and (page 30) that they have carried out a robust assessment of
inspection of regulatory and legal correspondence, if any. the emerging and principal risks facing the Company,
Therefore, if a breach of operational regulations is not including those that would threaten its business model,
disclosed to us or evident from relevant correspondence, an future performance, solvency or liquidity;
audit will not detect that breach. · the emerging and principal risks disclosures describing these
risks and explaining how they are being managed or
Context of the ability of the audit to detect fraud or mitigated;
breaches of law or regulation · the directors’ explanation in the Viability Statement (page 30)
Owing to the inherent limitations of an audit, there is an as to how they have assessed the prospects of the Company,
unavoidable risk that we may not have detected some material over what period they have done so and why they consider
misstatements in the financial statements, even though we that period to be appropriate, and their statement as to
have properly planned and performed our audit in accordance whether they have a reasonable expectation that the
with auditing standards. For example, the further removed Company will be able to continue in operation and meet its
52 Annual Report 2021
Overview
Year ended 31 October 2021 Year ended 31 October 2020
Revenue Capital Total Revenue Capital Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Gains on investments at fair value through profit
Strategic Report
4 – 64,438 64,438 – 25,522 25,522
or loss
Losses on currency movements – – – – (166) (166)
Net investment gains – 64,438 64,438 – 25,356 25,356
Investment income 5 3,667 – 3,667 4,187 – 4,187
3,667 64,438 68,105 4,187 25,356 29,543
Portfolio
Investment management fees 6 (2,753) – (2,753) (2,216) – (2,216)
Other expenses 6 (882) – (882) (842) – (842)
Operating profit before finance costs
32 64,438 64,470 1,129 25,356 26,485
and taxation
Finance costs 9 (176) – (176) (212) – (212)
Operating profit before taxation (144) 64,438 64,294 917 25,356 26,273
Governance
Withholding tax expense (138) – (138) (183) – (183)
Total profit and comprehensive income for the
(282) 64,438 64,156 734 25,356 26,090
year
Earnings per Ordinary share 10 (0.61p) 140.19p 139.58p 1.60p 55.16p 56.76p
Statements
Financial
The Total column of this statement represents the Company’s Statement of Comprehensive Income, prepared under IFRS. The
revenue and capital columns, including the revenue and capital earnings per Ordinary share data, are supplementary information
prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or
discontinued during the year.
Information
The notes on pages 57 to 75 form part of these financial statements. Corporate
54 Annual Report 2021
As at As at
31 October 2021 31 October 2020
Note £’000 £’000
Non-current assets
Investments at fair value through profit or loss 4 112,905 324,975
Current assets
Cash and cash equivalents 201,795 8,315
Sales for future settlement 59,838 924
Other receivables 119 367
261,752 9,606
Total assets 374,657 334,581
Current liabilities
Other payables (835) (1,111)
Finance costs payable 9 (34) –
Bank loan payable 9 – (12,500)
Total liabilities (869) (13,611)
Net assets 373,788 320,970
Equity
Share capital 12 148,735 149,616
Capital reserve 13 230,544 176,563
Revenue reserve (5,491) (5,209)
Total equity 373,788 320,970
Net assets per Ordinary share 14 813.20p 698.29p
Approved by the Board of Directors and authorised for issue on 24 February 2022 and signed on its behalf by:
Helen Green
Director
William Collins
Director
Overview
For the year ended 31 October 2021
Share Capital Revenue
capital reserve reserve Total
Note £’000 £’000 £’000 £’000
Balance at 1 November 2020 149,616 176,563 (5,209) 320,970
Strategic Report
Profit for the year – 64,438 (282) 64,156
Dividends paid 11 – (10,457) – (10,457)
Tender offer and share issue costs
20 (881) – – (881)
(Scheme of Reconstruction)
Balance at 31 October 2021 148,735 230,544 (5,491) 373,788
Portfolio
For the year ended 31 October 2020
Governance
Profit for the year – 25,356 734 26,090
Dividends paid 11 – (9,997) – (9,997)
Balance at 31 October 2020 149,616 176,563 (5,209) 320,970
The capital reserve at 31 October 2021 is split between realised gains of £183,241,000 and unrealised gains of £47,303,000 (2020:
realised gains of £85,726,000 and unrealised gains of £90,837,000).
Statements
Financial
The revenue reserve and realised element of the capital reserve represents the amount of the Company’s retained reserves.
Information
Corporate
56 Annual Report 2021
Overview
For the Year Ended 31 October 2021
1. Reporting entity
abrdn China Investment Company Limited (the “Company”) is a closed-ended investment company, registered in Guernsey
on 16 September 2009. The Company’s registered office is 11 New Street, St Peter Port, Guernsey, GY1 2PF. The Company’s
Ordinary shares have a premium listing on the London Stock Exchange and commenced trading on 10 November 2009. The
Company changed its name to abrdn China Investment Company Limited on 26 October 2021 (formerly Aberdeen Emerging
Strategic Report
Markets Investment Company Limited). The financial statements of the Company are presented for the year ended
31 October 2021.
The Company invests in companies listed, incorporated or domiciled in the People’s Republic of China (“China”), or
companies that derive a significant proportion of their revenues or profits from China operations or have a significant
proportion of their assets there. Prior to the combination with Aberdeen New Thai Investment Trust PLC on 26 October 2021,
the Company was managed in accordance with its previous investment objective, which was to achieve consistent returns
Portfolio
for shareholders in excess of the MSCI Emerging Markets Net Total Return Index in sterling terms. In furtherance of the new
investment policy, the portfolio will normally consist principally of quoted equity securities and depositary receipts although
unlisted companies, fixed interest holdings or other non-equity investments may be held. Investments in unquoted
companies will be made where the Manager has a reasonable expectation that the company will seek a listing in the near
future. The portfolio is actively managed and may be invested in companies of any size and in any sector.
Manager
The investment activities of the Company were managed by Aberdeen Standard Fund Managers Limited (“ASFML”) during
Governance
the year ended 31 October 2021.
Statements
Financial
2. Basis of preparation
(a) Statement of compliance
The financial statements, which give a true and fair view, have been prepared in accordance with International Financial
Reporting Standards (“IFRS”) as issued by the IASB and are in compliance with the Companies (Guernsey) Law, 2008.
There were no significant changes in the accounting policies of the Company in the year to 31 October 2021.
Where presentational guidance set out in the Statement of Recommended Practice (“SORP”) for Investment Companies Information
Corporate
issued by the Association of Investment Companies (“AIC”) in April 2021 is consistent with the requirements of IFRS, the
Directors have prepared the financial statements on a basis compliant with the recommendations of the SORP.
The “Total” column of the Statement of Comprehensive Income is the profit or loss account of the Company. The
“Capital” and “Revenue” columns provide supplementary information prepared under guidance published by the AIC.
The financial statements were approved and authorised for issue by the Board on 24 February 2022.
This report will be sent to shareholders and copies will be made available to the public at the Company’s registered
office. It will also be made available on the Company’s website: abrdnchina.co.uk.
Since the adoption of the new investment policy, as approved by shareholders at the EGM held on 26 October 2021, the
Board considered it appropriate to reset the five year interval between Continuation Resolutions so that the next
Continuation Resolution will be put to shareholders at the Annual General Meeting of the Company to be held in 2027.
58 Annual Report 2021
As at 31 October 2021, the Company held £201.8 million in cash and £112.9 million in investments. It is estimated that
approximately 99% of the investments held at the year end could be realised in one month. The total operating
expenses for the year ended were £3.6 million, which on an annualised basis represented approximately 0.98% of
average net assets during the year. The Company also incurred £0.2 million of finance costs. At the date of approval of
this report, based on the aggregate of investments and cash held, the Company has substantial operating expenses
cover. The Company’s net assets at 11 February 2022 were £341.1 million.
The Company has a £25 million revolving loan facility with RBSI, terminating on 26 March 2022. As at 31 October 2021,
none of the RBSI facility was drawn down. The liquidity of the Company’s portfolio, as mentioned above, sufficiently
supports the Company’s ability to repay its borrowings at short notice.
In light of the Covid-19 pandemic, the Directors have fully considered and assessed the Company’s portfolio of
investments. A prolonged and deep market decline could lead to falling values of the investments or interruptions to
cashflow. However, the Company currently has more than sufficient liquidity available to meet any future obligations.
The Directors are satisfied that it is appropriate to adopt the going concern basis in preparing the financial statements
and, after due consideration, that the Company is able to continue in operation for a period of at least 12 months from
the date of approval of these financial statements.
Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies
that have the most significant effect on the amounts recognised in the financial statements are described below.
abrdn China Investment Company Limited 59
Overview
Classification and valuation of investments
Investments are designated as fair value through profit or loss on initial recognition and are subsequently measured at
fair value. The valuation of such investments requires estimates and assumptions made by the management of the
Company depending on the nature of the investments as described in notes 3 (a) and 18 and fair value may not
represent actual realisable value for those investments.
Strategic Report
Allocation of investments to fair value hierarchy
IFRS requires the Company to measure fair value using the following fair value hierarchy that reflects the significance of
the inputs used in making the measurements. IFRS establishes a fair value hierarchy that prioritises the inputs to
valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs
(Level 3 measurements). The three levels of fair value hierarchy under IFRS are as follows:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Portfolio
Level 2 – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined
on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose,
Governance
the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement
uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level
3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires
judgement, considering factors specific to the asset or liability.
Use of judgements
The determination of what constitutes ‘observable’ requires significant judgement by the Company. The Company
Statements
Financial
considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and
verifiable, not proprietary and provided by independent sources that are actively involved in the relevant market.
i) investments quoted or dealt on recognised stock exchanges in an active market are valued by reference to their
market bid prices;
ii) investments other than those in i) above which are dealt on a trading facility in an active market are valued by
reference to broker bid price quotations, if available, for those investments;
iii) investments in underlying funds, which are not quoted or dealt on a recognised stock exchange or other trading
facility or in an active market, are valued at the net asset values provided by such entities or their administrators. These
values may be unaudited or may themselves be estimates and may not be produced in a timely manner. If such
information is not provided, or is insufficiently timely, the Investment Manager uses appropriate valuation techniques
to estimate the value of investments. In determining fair value of such investments, the Investment Manager takes into
60 Annual Report 2021
iv) investments which are in liquidation are valued at the estimate of their remaining realisable value; and
v) any other investments are valued at the directors’ best estimate of fair value.
Transfers between levels of the fair value hierarchy are recognised as at the end of the reporting period during which
the change has occurred.
Investments are derecognised on the trade date of their disposal, which is the point where the Company transfers
substantially all the risks and rewards of the ownership of the financial asset. Gains or losses are recognised in profit or
loss in the capital column of the Statement of Comprehensive Income. The Company uses the weighted average cost
method to determine realised gains and losses on disposal of investments.
Foreign currency differences arising on retranslation are recognised in profit or loss and, depending on the nature of
the gain or loss, are allocated to the revenue or capital column of the Statement of Comprehensive Income. Foreign
currency differences on retranslation of financial instruments designated as fair value through profit or loss are shown
in the “Losses on currency movements” line.
Special dividends and distributions described as capital distributions are assessed on their individual merits and may
be credited to the capital reserve if considered to be closely linked to reconstructions of the investee company or other
capital transactions. Bank interest receivable is accounted for on a time apportionment basis and is based on the
prevailing variable interest rates for the Company’s bank accounts.
Overview
(f) Investment management fees and finance costs
Investment management fees and finance costs are charged to the Statement of Comprehensive Income as a revenue
item and are accrued monthly in arrears. Finance costs include interest payable and direct loan costs. Performance-
related fees, if any, are payable directly by reference to the capital performance of the Company and are therefore
charged to profit or loss in the Statement of Comprehensive Income as a capital item.
Strategic Report
(g) Financial liabilities
Financial liabilities (including bank loans) are classified according to the substance of the contractual arrangements
entered into. Financial liabilities held at fair value through profit or loss are measured initially at fair value, with
transaction costs recognised in profit or loss in the Statement of Comprehensive Income.
(h) Taxation
The Company has exempt status under the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 and is charged an
annual exemption fee of £1,200 (2020: £1,200).
Portfolio
Dividend and interest income received by the Company may be subject to withholding tax imposed in the country of
origin. The tax charges shown in profit or loss in the Statement of Comprehensive Income relate to overseas
withholding tax on dividend income.
Governance
same basis as that used for internal reporting purposes. The Board, as a whole, has been determined as constituting
the chief operating decision maker of the Company. The Board has considered the requirements of the standard and is
of the view that the Company is engaged in a single segment of business, which is investing in a portfolio of funds and
products which give exposure to developing and emerging market economies. The key measure of performance used
by the Board is the NAV of the Company (which is calculated under IFRS). Therefore, no reconciliation is required
between the measure of profit or loss used by the Board and that contained in the financial statements.
Statements
Financial
Further information on the Company’s operating segment is provided in note 19.
(j) Offsetting
Financial assets and liabilities are offset and the net amount presented in the Statement of Financial Position when,
and only when, the Company has a legal right to set off the recognised amounts and it intends to either settle on a net
basis or to realise the asset and settle the liability simultaneously.
Income and expenses are only presented on a net basis when permitted under IFRS. Information
Corporate
The Company holds shares, units or partnership interests in the funds or investment products presented in the
Company’s portfolio. The Company does not consider its investments in listed funds to be structured entities but does
consider its investments in unlisted funds to be investments in structured entities because the voting rights in such
entities are limited to administrative tasks and are not the dominant factor in deciding who controls those entities.
Changes in fair value of investments, including structured entities, are included in profit or loss in the Statement of
Comprehensive Income.
62 Annual Report 2021
At the date of approval of these financial statements, the following standards and interpretations were amended
during the year:
The Board have assessed new but not yet effective standards applicable to the Company and have concluded that they
will not have a material impact to the Company.
4. Investments at fair value through profit or loss and classification of financial instruments
2021 2020
£’000 £’000
Quoted and listed closed end fund investments 39,890 159,968
Open ended fund and limited liability partnership investments 73,015 165,007
Total fair value investments at 31 October 112,905 324,975
Investments held at fair value through profit or loss
Opening book cost 234,136 259,025
Opening investment holding gains 90,839 69,688
Opening fair value 324,975 328,713
Analysis of transactions made during the year
Purchases at cost 183,626 65,105
Sales proceeds received (460,134) (94,365)
Gains on investments at fair value through profit or loss 64,438 25,522
Closing fair value 112,905 324,975
Closing book cost 65,600 234,136
Closing investment holding gains 47,305 90,839
Closing fair value 112,905 324,975
abrdn China Investment Company Limited 63
Overview
The company received £460,134,000 (2020: £94,365,000) from investments sold during the year. The book cost of these
investments when they were purchased was £352,162,000 (2020: £89,994,000). These investments have been revalued over
time and until they were sold any unrealised gains/losses were included in the fair value of the investments.
The table below sets out the classifications of the carrying amounts of the Company’s financial assets and financial liabilities
into categories of financial instruments.
Strategic Report
Financial instruments as at 31 October 2021
Portfolio
Investments at fair value through profit or loss 112,905 – – – 112,905
Cash and cash equivalents – 201,795 – – 201,795
Sales for future settlement and other receivables – 59,957 – – 59,957
Purchases for future settlement and other payables – – (869) – (869)
Total 112,905 261,752 (869) – 373,788
Governance
Financial instruments as at 31 October 2020
Statements
Financial
Investments at fair value through profit or loss 324,975 – – – 324,975
Cash and cash equivalents – 8,315 – – 8,315
Sales for future settlement and other receivables – 1,291 – – 1,291
Purchases for future settlement and other payables – – (1,111) – (1,111)
Bank loan payable – – – (12,500) (12,500) Information
Corporate
Total 324,975 9,606 (1,111) (12,500) 320,970
5. Investment income
2021 2020
£’000 £’000
Dividends from UK Investments 2,824 3,168
Dividends from Overseas Investments 843 1,018
Other income – 1
Total Investment income 3,667 4,187
64 Annual Report 2021
Overview
Management fee (during the year ended 31 October 2021 and up to 9 November 2021)
Management services are provided by Aberdeen Standard Fund Managers Limited (“ASFML”). During the year, the
management fee was payable monthly in arrears (and pro rata for part of any month during which the management
agreement is in force) at an annualised rate of 0.80% of net assets, reduced by the proportion of the Company’s net assets
invested in funds which are managed by the abrdn Group (“abrdn Funds”), other than the investments in Aberdeen Standard
SICAV I - China A Share Equity Fund and Aberdeen Standard SICAV I - Frontier Markets Bond Fund, which are held in share
Strategic Report
classes not subject to management charges at a fund level and the Manager was therefore entitled to a fee on the value of
those investments.
Management fee and Agreement (following the Completion of the Scheme of Reconstruction on 9 November 2021)
(the “Scheme”)
Following completion of the Scheme, the Company entered into a new management agreement (the “Management
Agreement”) with Aberdeen Standard Fund Managers Limited (“ASFML”), pursuant to which the management fee payable by
the Company to ASFML is calculated by reference to the market capitalisation of the Company, rather than its net assets (as
Portfolio
was the case). The new management fee is structured on a tiered basis, with the first £150 million of market capitalisation
being charged at 0.80%, the next £150 million being charged at 0.75%, and amounts thereafter being charged at 0.65%.
ASFML has agreed to make a contribution to the costs of implementing the Scheme by means of a waiver of the
management fee for the first six months following the completion of the Scheme.
The Management Agreement is terminable by either party on not less than six months’ written notice at any time.
Governance
Promotional fee
During the year the Company paid fees of £123,400 (2020: 123,400) to ASFML for the provision of promotional activities.
Statements
Financial
certain additional fees (during the year ended 31 October 2021, Vistra’s fee for ad hoc meetings held amounted to £8,250
(2020: £8,250)). Vistra also receives the fees payable to the UK Administration Agent.
7. Directors’ fees
The Director’s fees payable for the year were £140,200 (2020: £155,000). There were no other emoluments paid to the
Directors.
66 Annual Report 2021
2021 2020
Bank loan £’000 £’000
Opening balance 12,500 25,000
Proceeds from bank borrowings (drawdowns) 12,500 –
Repayment of bank borrowings (repayments) (25,000) (12,500)
Closing balance – 12,500
2021 2020
Finance costs £’000 £’000
Interest payable 151 184
Facility arrangement fees and other charges 25 28
Total finance costs 176 212
At 31 October 2021, Finance costs payable of £34,000 (2020: £nil) was accrued in the Statement of Financial Position.
Supplementary information is provided as follows: revenue per share is based on the net revenue loss of £282,000 (2020:
profit of £734,000) and capital earnings per share is based on the net capital profit of £64,438,000 (2020: £25,356,000)
attributable to the above Ordinary shares.
abrdn China Investment Company Limited 67
Overview
11. Dividends paid
Dividends paid during the year ended 31 October 2021
Pence per
Ordinary
Dividend type (in respect of the year) – Pay date share £’000
Fourth interim (2020) - paid 18 December 2020 5.50 2,528
Strategic Report
First interim (2021) - paid 26 March 2021 5.75 2,643
Second interim (2021) - paid 25 June 2021 5.75 2,643
Third interim (2021) - paid 24 September 2021 5.75 2,643
Total dividends 22.75 10,457
Portfolio
Pence per
Ordinary
Dividend type (in respect of the year) – Pay date share £’000
Fourth interim (2019) - paid 20 December 2019 5.25 2,413
First interim (2020) - paid 27 March 2020 5.50 2,528
Governance
Second interim (2020) - paid 26 June 2020 5.50 2,528
Third interim (2020) - paid 25 September 2020 5.50 2,528
Total dividends 21.75 9,997
Statements
Financial
For the year ended 1 p nominal value issued and voting rights (excluding Treasury
31 October 2021 Authorised £’000 fully paid treasury shares) shares
Opening number of shares Unlimited 546 54,618,507 45,965,159 8,653,348
Purchase of own shares – – – – –
Closing number of shares Unlimited 546 54,618,507 45,965,159 8,653,348
Ordinary shares
Voting rights (as at 31 October 2021)
Holders of Ordinary shares are entitled to attend, speak and vote at general meetings of the Company. Each Ordinary share
(excluding shares in treasury) carries one vote. Treasury shares do not carry voting rights.
68 Annual Report 2021
Dividends
The holders of Ordinary shares are entitled to such dividend as may be declared by the Company from time to time. Shares
held in treasury do not receive dividends.
Capital entitlement
On a winding up, the Ordinary shares (excluding treasury shares) shall rank pari passu for the nominal capital paid up
thereon and in respect of any surplus. Shares held in treasury have no capital entitlement on a winding up of the Company.
* Net gains on investments held at fair value through profit or loss figure for the year ended 31 October 2021 totalled £64,438,000 (2020: £25,522,000).
The table below is a reconciliation between the NAV per Ordinary share as announced on the London Stock Exchange and
the NAV per Ordinary share disclosed in these financial statements.
abrdn China Investment Company Limited 69
Overview
As at As at
31 October 2021 31 October 2020
NAV per NAV per
Net assets Ordinary Net assets Ordinary
(£’millions) share (p) (£’millions) share (p)
Strategic Report
NAV as published on 1 November 2021 and
1 November 2020 respectively 373.7 813.09 321.2 698.72
Revaluation adjustments – delayed prices 0.1 0.11 (0.2) (0.43)
NAV as disclosed in these financial statements 373.8 813.20 321.0 698.29
15. Reconciliation of operating profit to net cash flow from operating activities
Portfolio
2021 2020
£’000 £’000
Operating profit before finance costs and taxation 64,470 26,485
Less: Tax deducted at source on income from investments (138) (183)
Add: Realisation of investments at book cost 352,162 89,994
Less: Purchase of investments (183,626) (65,105)
Governance
Less: Adjustment for unrealised losses / (gains) 43,534 (21,151)
Less: Adjustment for accrued (Scheme of reconstruction) (212) –
Effect of foreign exchange – 166
Increase in trade receivables (58,666) (869)
(Decrease)/increase in trade payables (276) 663
Statements
Financial
Net cash flow from operating activities 217,248 30,000
Details of promotional fees payable can be found in note 6. The balance outstanding at the financial year end was £41,000
(2020: £61,000).
70 Annual Report 2021
As at As at
31 October 2021 31 October 2020
£’000 £’000
Aberdeen Standard SICAV I – China A Share Equity Fund 21,874 16,688
Aberdeen New India Investment Trust PLC 10,826 9,061
Aberdeen Asian Income Fund Limited 6,215 11,414
Aberdeen Standard SICAV I - Frontier Markets Bond Fund – 13,457
Asia Dragon Trust PLC – 5,282
Total 38,915 55,902
Directors
Total fees for the Directors in the year ended 31 October 2021 were £140,200 (2020: £155,000). There were no outstanding
fees due to the Directors at the year end (2020: £nil). Details of Directors’ share holdings in the Company can be found
on page 36.
Market risk
i) Risks associated with Chinese and emerging markets
Investment in certain emerging securities markets, including China, may involve a greater degree of risk than that associated
with investment in more developed securities markets. In particular, in certain countries in which the Company is proposing
to invest:
The day to day management of the market risks is the responsibility of the Investment Manager, which analyses markets
within a framework of quality, value, growth and change. The Board believes the Investment Manager utilises its proven
research and management selection experience to ensure that these risks are minimised, as far as is possible. The
investment policy employed by the Investment Manager ensures that diversification within investee funds is taken into
account when deciding on the size of each investment so the Company’s exposure to any one underlying company should
never be excessive. The Company’s market positions are monitored by the Board in the monthly portfolio valuations and at
Board meetings.
Overview
It is not the Company’s policy to hedge against foreign currency movements, nor does the Company use financial instruments
to mitigate the currency exposure in the period between the time that income is included in the financial statements and its
receipt. Movements in exchange rates are likely to affect directly and indirectly the value of the Company’s investments.
Strategic Report
the Statement of Financial Position date. This analysis assumes that all other variables remain constant.
On 29 March 2018, the Company entered into an unsecured 12 month revolving credit facility with The Royal Bank of
Scotland plc, under which loans with a maximum aggregate value of £25 million may be drawn. The facility was renewed
Portfolio
with The Royal Bank of Scotland International Limited (London Branch) (“RBSI”) on 26 March 2021 for a further 12 month
period, with a termination date of 26 March 2022. As at 31 October 2021, nothing was drawn down (2020: £12.5 million was
drawn down at an all-in monthly rate of 0.76925%)
Movements in interest rates are likely to indirectly affect the value of the Company’s investments.
Governance
Movements in interest rates are likely to directly affect bank loan interest payments and commitment fees and are likely to
indirectly affect the value of the Company’s investments. Both of which are not likely to affect the Company’s net assets to a
material extent. However, it is not possible to give an accurate assessment of how significant changes in interest rates would
affect the prices of equity investments held by the Company.
Quantitative analysis
A breakdown of the pricing denominations of the funds in which the Company is invested is shown below.
Statements
Financial
The Company’s financial assets and liabilities at 31 October comprised:
Liquidity risks
A large portion of the Company’s investments are in quoted securities. A high percentage of securities are listed on the
Chinese, London or New York Stock Exchanges and are considered to be readily realisable by comparison with most
emerging market securities. The Company also holds unquoted investments, which are predominantly in open-ended funds.
The Company has made application to fully redeem its investments in unquoted and open-ended investments. Some delay
may be encountered in obtaining liquidity in respect of these securities; the Company may utilise its borrowing powers on a
short-term basis to avoid delays in reinvestment of the proceeds of redemptions.
The Investment Manager has estimated the percentages of the portfolio that could be liquidated within various timescales,
assuming one third of daily trading volumes. The results are shown below.
2021* 2020
Liquidation Period (%) (%)
One month 39.7 68
Three months 78.3 84
One year 95.9 91
* Towards the year ended 31 October 2021, in preparation of implementing the Scheme of reconstruction, the majority of the Company’s assets were liquidated.
The analysis above supports the Company’s ability to repay borrowings, considering the Company is permitted to borrow, at
the point of borrowing, up to 15% of its net assets compared to the Company’s ability to realise an estimated 39.7% of its
portfolio within one month.
The Company had no (2020: £nil) purchase transactions and £59,838,000 (2020: £924,000) sales transactions awaiting
settlement at the year end.
The liquidity of the underlying holdings in the funds in which the Company is invested may have an impact on the ability of
the Company to realise its holdings in those funds.
Credit risks
The Company’s principal direct credit risk is the risk of default on cash held at the custodian. Cash at bank at 31 October
2021 included £201,795,000 (2020: £8,315,000) held by the custodian, Northern Trust (Guernsey) Limited. The Company
monitors the credit quality of the custodian. Interest is based on the prevailing money market rates.
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled
transactions is considered to be low as trading is almost always done on a delivery versus payment basis. When investments
are made in open-ended funds, the Investment Manager performs due diligence on those funds before making any investment.
All of the assets of the Company are held by the custodian or through the custodian’s nominated sub custodians. Bankruptcy
or insolvency of the Company’s custodian, Northern Trust (Guernsey) Limited, or its sub custodians may cause the Company’s
rights with respect to securities held by them to be delayed or limited. The latest credit ratings at the time of approval of this
document for Northern Trust (Guernsey) Limited’s parent company, The Northern Trust Company, were as follows:
abrdn China Investment Company Limited 73
Overview
Standard & Poor’s Moody’s Fitch Ratings
Short-term/deposit A-1+ P-1 F1+
Long-term/deposit AA- Aa2 AA
Strategic Report
Capital management
The Company considers that its capital consists of its net assets.
The Company’s authorised share capital consists of an unlimited number of Ordinary shares of £0.01 par value. At
31 October 2021, there were 45,965,159 (2020: 45,965,159) Ordinary shares in issue (excluding shares held in treasury).
The Manager and the Company’s brokers monitor the demand for the Company’s shares and the Directors review the
Portfolio
position at Board meetings. Details on the Company’s policies for issuing further shares and buying back shares can be
found in the Directors’ Report.
The Company entered into an unsecured revolving credit facility with RBSI on 29 March 2018, under which loans with a
maximum aggregate value of £25 million may be drawn. The facility was renewed with The Royal Bank of Scotland
International Limited (London Branch) (“RBSI”) on 26 March 2021 for a further 12 month period, with a termination date of
26 March 2022. As at 31 October 2021, nothing was drawn down (2020: £12.5 million was drawn down at an all-in monthly
Governance
rate of 0.76925%).
Restrictions imposed by RBSI in connection with the loan facility include the following covenants:
· Consolidated net tangible assets are not less than £175 million.
· Consolidated gross borrowings expressed as a percentage of the investment portfolio value shall not exceed 15%.
· Consolidated gross borrowings expressed as a percentage of the adjusted investment portfolio value shall not exceed 22.5%.
· The Borrower’s portfolio must contain a minimum of 20 eligible Investments of which a minimum of 5 shall be of a
Statements
Financial
closed-ended structure.
The Company does not have any externally imposed capital requirements other than disclosed above.
Operational risk
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the processes,
technology and infrastructure supporting the Company’s activities with financial instruments either internally within the Information
Company or externally at the Company’s service providers, and from external factors other than credit, market and liquidity Corporate
risks such as those arising from legal and regulatory requirements and generally accepted standards of investment
management behaviour.
The Company’s objective is to manage operational risk so as to balance limiting of financial losses and damage to its
reputation with achieving its investment objective of generating returns to investors.
The primary responsibility for the development and implementation of controls over operational risk rests with the Board of
Directors. This responsibility is supported by the development of overall standards for the management of operational risk,
which encompasses the controls and processes at the service providers and the establishment of service levels with the
service providers, in the following areas:
· requirements for appropriate segregation of duties between various functions, roles and responsibilities;
· requirements for the reconciliation and monitoring of transactions;
· compliance with regulatory and other legal requirements;
· documentation of controls and procedures;
· requirements for the periodic assessment of operational risk faced, and the adequacy of controls and procedures to
address the risks identified;
74 Annual Report 2021
The Directors’ assessment over the adequacy of the controls and processes in place at the service providers with respect to
operational risk is carried out via regular discussions with the main service providers to the Company and a review of their
internal controls documents prepared under industry recognised guidance, if available.
The classification of the Company’s investments held at fair value is detailed in the table below:
The Company recognises transfers between levels of fair value hierarchy at the date the change occurred.
There were no investments transferred between levels during the year (2020: three investments transferred between levels).
Overview
The movement on the level 3 classified investments during the year is shown below:
2021 2020
£’000 £’000
Opening balance 2,129 1,779
Additions during the year – –
Strategic Report
Disposals during the year – (5,592)
Profit or loss on disposals during the year – 1,837
Transfer of investment from level 2 to level 3 – 6,852
Valuation adjustments* (771) (2,747)
Closing balance at 31 October 1,358 2,129
Portfolio
* Total gains/(losses) included in profit or loss on assets held at year end.
Governance
Structured entities
The Company had invested in a portfolio of funds and products which gave diversified exposure to developing and emerging
market economies. The Company does not consider those investments in listed funds to be structured entities but does
consider those investments in unlisted funds to be investments in structured entities because the voting rights in such
entities are limited to administrative tasks and are not the dominant factor in deciding who controls those entities.
The investments in structured entities are subject to the terms and conditions of offering documents and/or constitutional
documents. These investments are subject to market price and other risks arising from their underlying portfolios. Investee
funds are managed by portfolio managers who are compensated by the respective funds for their services. Such
Statements
Financial
compensation generally may consist of an asset based fee and/or a performance based fee.
The investments in structured entities are financial assets which are designated as fair value through profit or loss in the
Company’s financial statements. During the year ended 31 October 2021, the Fund did not provide financial support to
unconsolidated structured entities and has no intention of providing financial or other support.
The exposure to investments in investee funds and products at fair value by strategy employed is disclosed in the
following table.
2021 Information
Corporate
Number of Fair value Weighted average Investment % of total
investee range fair value at fair value net assets of
Strategy funds £’000 £’000 £’000 underlying funds
Equity long-only 5 1,358 – 16,282 13,081 51,141 45.3%
2020
Equity long-only
Portfolio managers implementing equity long-only strategies generally take long positions in equity related instruments
such as ordinary shares, preferred shares, convertible bonds, Depositary receipts, exchange traded funds and market access
products such as index futures with the expectation that the asset will rise in value.
76 Annual Report 2021
· Share issue – The Company acquired approximately £62 million of net assets from ANW in consideration for the issue of
7,554,440 new Ordinary shares in the Company.
· Tender Offer – A total of 6,894,773 Ordinary shares were repurchased by the Company on 10 November 2021 under the
Tender Offer and held in treasury.
The cost of implementing the Scheme amounted to approximately £881,000 of which £669,000 was paid within the year
under review.
Depreciation notification
Subsequent to the period end, the Company’s NAV has suffered as a result of a decline in stockmarket values. The NAV per
share as at the close of business on 22 February 2022 the latest available prior to signing this report, was 710.44p, a decline
of 12.6% compared with the NAV per share of 813.2p at the year end.
abrdn China Investment Company Limited 77
Corporate
Information
The Annual General Meeting will be held at Bow Bells House,
1 Bread Street, London EC4M 9HH at 12 noon on 12 April 2022.
We will also be hosting an Online Shareholder Presentation,
which will be held at 10.00am on 30 March 2022. Full details on
how to register for the online event can be found at:
bit.ly/abrdn-China-webinar
78 Annual Report 2021
As at 31 As at 31
October October
Page 2021 2020
NAV per Ordinary share (pence) a 54 813.20 698.29
Ordinary share price (pence) b 2 695.00 605.00
Discount 1-(b÷a) 14.5% 13.4%
Gearing
A way to magnify income and capital returns, but which can also magnify losses. The revolving loan facility with RBSI is a common
method of gearing.
As at 31 As at 31
October October
Page 2021 2020
Total assets less cash/cash equivalents (£’000) a n/a 172,862 326,266
Net assets (£’000) b 54 373,788 320,970
Gearing (net) (a÷b)-1 Nil 1.6%
Leverage
Under the Alternative Investment Fund Managers Directive (“AIFMD”), leverage is any method by which the exposure of an Alternative
Investment Fund (“AIF”) is increased through borrowing of cash or securities or leverage embedded in derivative positions.
Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between the assets (excluding borrowings) and the
net assets (after taking account of borrowing). Under the gross method, exposure represents the sum of the Company’s positions
after deduction of cash balances, without taking account of any hedging or netting arrangements. Under the commitment
method, exposure is calculated without the deduction of cash balances and after certain hedging and netting positions are offset
against each other.
Further details on the Company’s leverage is provided on page 82.
abrdn China Investment Company Limited 79
Overview
Ongoing charges
A measure, expressed as a percentage of average NAV, of the regular, recurring annual costs of running an investment company.
As at 31 As at 31
October October
Page 2021 2020
Strategic Report
Average NAV (£'000) a n/a 372,698 299,662
Annualised expenses* (£'000) b n/a 3,635 3,058
Ongoing charges b÷a 2 0.98% 1.02%
*100% of the Company’s portfolio is held in other funds. The Company’s ongoing charges figure does not reflect any costs of the underlying funds as the underlying information is
not readily available.
Portfolio
Total return
A measure of performance that includes both income and capital returns. This takes into account capital gains and reinvestment
of dividends paid out by the Company into its Ordinary shares on the ex-dividend date.
Ordinary
Year ended 31 October 2021 Page share price NAV
Opening at 1 November 2020 (pence) a 2 605.00 698.29
Governance
Closing at 31 October 2021 (pence) b 2 695.00 813.20
Share price/NAV movement (b ÷ a) - 1 c n/a 14.9% 16.5%
Dividend reinvestment d n/a 3.8% 3.3%
Total return (c+d) 18.7% 19.8%
n/a = not applicable
Statements
Financial
Ordinary
Year ended 31 October 2020 share price NAV
Opening at 1 November 2019 (pence) a 561.00 663.28
Closing at 31 October 2020 (pence) b 605.00 698.29
Share price/NAV movement (b ÷ a) - 1 c 7.8% 5.3% Information
Corporate
Dividend reinvestment d 4.4% 3.6%
Total return (c+d) 12.2% 8.9%
80 Annual Report 2021
Investor Information
Alternative Investment Fund Managers Directive (“AIFMD”) For questions about an investment held through the abrdn
and Pre-Investment Disclosure Document (“PIDD”) Investment Plan for Children, Investment Trust Share Plan or
The Company has appointed Aberdeen Standard Fund Investment Trust Stocks and Shares ISA, please telephone the
Managers Limited as its alternative investment fund manager Manager’s Customer Services Department on 0808 500 0040,
and Northern Trust (Guernsey) Limited as its Depositary email [email protected] or write to:
under the AIFMD.
abrdn Investment Trusts
The AIFMD requires Aberdeen Standard Fund Managers PO Box 11020
Limited, as the Company’s AIFM, to make available to investors Chelmsford
certain information prior to such investors’ investment in the Essex CM99 2DB
Company. Details of the leverage and risk policies which the
Company is required to have in place under the AIFMD are Dividend Tax Allowance
published in the Company’s PIDD which can be found on its The annual tax-free personal allowance for dividend income
website: abrdnchina.co.uk. for UK investors is £2,000 for the 2021/22 tax year. Above this
amount, individuals pay tax on their dividend income at a
Investor Warning: Be alert to share fraud and boiler rate dependent on their income tax bracket and personal
room scams circumstances. The Company provides registered
abrdn has been contacted by investors informing us that they shareholders with a confirmation of dividends paid and this
have received telephone calls and emails from people who should be included with any other dividend income received
have offered to buy their investment company shares, when calculating and reporting to HMRC total dividend
purporting to work for abrdn or for third party firms. abrdn income received. It is the shareholder’s responsibility to
has also been notified of emails claiming that certain include all dividend income when calculating any tax liability.
investment companies under our management have issued
claims in the courts against individuals. These may be scams How to Invest
which attempt to gain your personal information with which Investors can buy and sell shares in the Company directly
to commit identity fraud or could be ‘boiler room’ scams through a stockbroker or indirectly through a lawyer,
where a payment from you is required to release the accountant or other professional adviser. Alternatively, for
supposed payment for your shares. These callers/senders do retail clients, shares can be bought directly through the
not work for abrdn and any third party making such offers/ abrdn Investment Plan for Children, Share Plan or Investment
claims has no link with abrdn. Trusts ISA, or through the many stockbroker platforms which
offer the opportunity to acquire shares in investment
abrdn does not ‘cold-call’ investors in this way. If you have companies.
any doubt over the veracity of a caller, do not offer any
personal information, end the call and contact our Customer abrdn Investment Plan for Children
Services Department. abrdn operates an Investment Plan for Children (the
“Children’s Plan”) which covers a number of investment
The Financial Conduct Authority provides advice with respect
companies under its management, including the Company.
to share fraud and boiler room scams at: fca.org.uk/
Anyone can invest in the Children’s Plan (subject to the
consumers/scams.
eligibility criteria as stated within the terms and conditions),
including parents, grandparents and family friends. All
Shareholder Enquiries
investments are free of dealing charges on the initial
For queries regarding shareholdings, lost certificates,
purchase of shares, although investors will suffer the
dividend payments, registered details and related matters,
bid-offer spread, which can, on some occasions, be a
shareholders holding their shares directly in the Company
significant amount. Lump sum investments start at £150 per
are advised to contact the Registrars (see Company
company, while regular savers may invest from £30 per
Information). Changes of address must be notified to the
month. Investors only pay Government Stamp Duty
Registrars in writing.
(currently 0.5%) on entry where applicable. Selling costs are
Any general queries about the Company should be directed to £10 + VAT. There is no restriction on how long an investor
the Company Secretary in writing (see Company Information) need invest in the Children’s Plan, and regular savers can
or by email to: [email protected]. stop or suspend participation by instructing abrdn in writing
at any time.
abrdn China Investment Company Limited 81
Overview
abrdn Share Plan current and historic Annual and Half-Yearly Reports, and the
abrdn operates a Share Plan (the “Plan”) through which latest monthly factsheet on the Company issued by
shares in the Company can be purchased. There are no the Manager.
dealing charges on the initial purchase of shares, although
investors will suffer the bid-offer spread, which can, on some The Company’s Ordinary share price appears under the
occasions, be a significant amount. Lump sum investments heading ‘Investment Companies’ in the Financial Times.
Strategic Report
start at £250, while regular savers may invest from £100 per
Details are also available at: invtrusts.co.uk.
month. Investors only pay Government Stamp Duty
(currently 0.5%) on entry where applicable. Selling costs are
Twitter
£10 + VAT. There is no restriction on how long an investor
@abrdnTrusts
need invest in a Plan, and regular savers can stop or suspend
participation by instructing abrdn in writing at any time. LinkedIn
abrdn Investment Trusts
abrdn Investment Trusts ISA
Portfolio
abrdn operates an Investment Trust ISA (“ISA”) through which Key Information Document (“KID”)
an investment may be made of up to £20,000 in the 2021/22 The KID relating to the Company and published by the
tax year. Manager can be found on the Company’s website.
There are no brokerage or initial charges for the ISA,
Literature Request Service
although investors will suffer the bid-offer spread, which can,
For literature and application forms for abrdn’ Investment
on some occasions, be a significant amount. Investors only
Governance
Trust’s products, please contact us through invtrusts.co.uk.
pay Government Stamp Duty (currently 0.5%) on purchases
where applicable. Selling costs are £15 + VAT. The annual ISA Or telephone: 0808 500 4000
administration charge is £24 + VAT, calculated annually and
applied on 31 March (or the last business day in March) and Or write to:
collected soon thereafter either by direct debit or, if there is abrdn Investment Trusts
no valid direct debit mandate in place, from the available PO Box 11020
cash in the ISA prior to the distribution or reinvestment of Chelmsford
Statements
Financial
any income, or, where there is insufficient cash in the ISA, Essex CM99 2DB
from the sale of investments held in the ISA. Under current
legislation, investments in ISAs can grow free of Capital Terms and Conditions
Gains Tax. Terms and conditions for abrdn managed savings products
can also be found under the Literature section of the
ISA Transfer Manager’s website at: invtrusts.co.uk.
Investors can choose to transfer previous tax year Information
investments to abrdn, which can be invested in the Company Online Dealing Corporate
while retaining their ISA wrapper. The minimum lump sum There are a number of online dealing platforms for private
for an ISA transfer is £1,000 and is subject to a minimum per investors that offer share dealing, ISAs and other means to
company of £250. invest in the Company. Real-time execution-only stockbroking
services allow you to trade online, manage your portfolio and
Nominee Accounts and Voting Rights buy UK listed shares. These sites do not give advice. Some
All investments in the abrdn Investment Plan for Children, comparison websites also look at dealing rates and terms.
Share Plan and Investment Trusts ISA are held in nominee
accounts and investors are provided with the equivalent of Discretionary Private Client Stockbrokers
full voting and other rights of share ownership. If you have a large sum to invest, you may wish to contact a
discretionary private client stockbroker. They can manage
Keeping You Informed your entire portfolio of shares and will advise you on your
Further information about the Company may be found on its investments. To find a private client stockbroker visit The
dedicated website: abrdnchina.co.uk. This provides access to Personal Investment Management and Financial Advice
information on the Company’s share price performance, Association at: pimfa.co.uk.
capital structure, London Stock Exchange announcements,
82 Annual Report 2021
Regulation of Stockbrokers
Before approaching a stockbroker, always check that they are
regulated by the Financial Conduct Authority at fca.org.uk/
firms/financial-services-register
Note
Please remember that past performance is not a guide to the
future. Stock market and currency movements may cause the
value of shares and the income from them to fall as well as
rise and investors may not get back the amount they
originally invested.
Overview
Aberdeen Standard Fund Managers Limited (“ASFML”) and the Company are required to make certain disclosures available to
investors in accordance with the Alternative Investment Fund Managers Directive (“AIFMD”). Those disclosures that are required
to be made pre-investment are included within a pre-investment disclosure document (“PIDD”) which may be found on the
Company’s website. There have been no material changes to the disclosures contained within the PIDD since its most
recent update.
The periodic disclosures as required under the AIFMD to investors are made below:
Strategic Report
· information on the investment strategy, geographical and sector investment focus and principal stock exposures is included in
the Investment Manager’s Report on pages 9 to 20;
· none of the Company’s assets are subject to special arrangements arising from their illiquid nature;
· the Investment Manager’s Report on pages 9 to 20, note 17 to the financial statements and the PIDD, together set out the risk
profile and risk management systems in place. There have been no changes to the risk management systems in place in the
period under review and no breaches of any of the risk limits set, with no breach expected;
Portfolio
· there are no new arrangements for managing the liquidity of the Company or any material changes to the liquidity management
systems and procedures employed by ASFML;
· all authorised Alternative Investment Fund Managers are required to comply with the AIFMD Remuneration Code. In
accordance with the Remuneration Code, the AIFM’s remuneration policy is available from the Company’s Manager, Aberdeen
Standard Fund Managers Limited, on request and the remuneration disclosures in respect of the AIFM’s relevant reporting
period for the year ended 31 December 2021 is available on the Company’s website.
Governance
Leverage
The table below sets out the current maximum permitted limit and actual level of leverage for the Company:
2021 2020
Gross Commitment Gross Commitment
Method Method Method Method
Maximum level of leverage 2.00:1 2.00:1 1.15:1 1.15:1
Statements
Financial
Actual level at 31 October 2021 1.00:1 1.00:1 1.02:1 1.02:1
There have been no breaches of the maximum level during the period and no changes to the maximum level of leverage
employed by the Company. There have been no changes to the circumstances in which the Company may be required to post
assets as collateral and no guarantees granted under the leveraging arrangement. Changes to the information contained either
within this Annual Report or the PIDD in relation to any special arrangements in place; the maximum level of leverage which
ASFML may employ on behalf of the Company; the right of use of collateral or any guarantee granted under any leveraging Information
Corporate
arrangement; or any change to the position in relation to any discharge of liability by the Depositary will be notified via a
regulatory news service without undue delay in accordance with the AIFMD.
The information on this page has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (as
amended by the Financial Services Act 2012) by Aberdeen Standard Fund Managers Limited which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom.
84 Annual Report 2021
Overview
Liquidity The extent to which investments can be sold at short notice.
Manager, “AIFM” Aberdeen Standard Fund Managers Limited is a wholly owned subsidiary of abrdn plc and acts as
or “ASFML” the Alternative Investment Fund Manager for the Company. It is authorised and regulated by the
Financial Conduct Authority.
Net assets An investment company’s assets less its liabilities
Strategic Report
Net asset value (“NAV”) Net assets divided by the number of Ordinary shares in issue (excluding any shares held in
per Ordinary share treasury)
Ongoing charges A measure, expressed as a percentage of average net assets, of the regular, recurring annual
costs of running an investment company.
Ordinary shares The Company’s ordinary shares in issue.
Portfolio A collection of different investments held in order to deliver returns to shareholders and to
Portfolio
spread risk.
Premium The amount, expressed as a percentage, by which the share price is more than the net asset
value per share.
Share buyback A purchase of a company’s own shares. Shares can either be bought back for cancellation or held
in treasury.
Share price The price of a share as determined by a relevant stock market.
Governance
Total return A measure of performance that takes into account both income and capital returns.
Tracking error A measure, expressed as a percentage, of how closely a portfolio follows an index over a period
of time.
Treasury shares A company’s own shares which are available to be sold by it to raise funds.
Value at risk A statistical technique used to measure and quantify the level of financial risk within a portfolio
Statements
Financial
over a specific time frame.
Volatility A measure of how much a share moves up and down in price over a period of time.
Information
Corporate
86 Annual Report 2021
Ordinary Resolutions
1. To receive and adopt the financial statements for the year ended 31 October 2021, with the reports of the Directors and
auditor thereon.
2. To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) included in the Annual Report
for the year ended 31 October 2021.
3. To approve the increase of ordinary remuneration of the Directors to an aggregate limit of £250,000 per annum, in accordance
with Article 27.1 of the Company’s Articles of Incorporation.
4. To elect Ms Gilding as a Director of the Company.
5. To elect Ms MacAulay as a Director of the Company.
6. To re-elect Mr Hadsley-Chaplin as a Director of the Company.
7. To re-elect Mrs Green as a Director of the Company.
8. To re-elect Ms de Rochechouart as a Director of the Company.
9. To re-appoint KPMG Channel Islands Limited as auditor of the Company to hold office until the conclusion of the next AGM of
the Company at which audited accounts are laid before the Company.
10. To authorise the Directors to determine the remuneration of the auditor for the year ended 31 October 2022.
11. THAT the Company be and is hereby authorised in accordance with section 315 of the Companies (Guernsey) Law, 2008 to
make market purchases (within the meaning of section 316 of the Companies (Guernsey) Law, 2008 of its shares,
provided that:
a) the maximum number of Ordinary shares hereby authorised to be acquired is 14.99% of the issued Ordinary share capital
of the Company (excluding treasury shares) as at the date of this AGM;
b) the minimum price (exclusive of expenses) which may be paid for a share is £0.01;
c) the maximum price to be paid per share shall be the higher of: (a) 105% of the average of the closing market value of the
shares for the five business days immediately preceding the date of the relevant purchase; (b) the price of the last
independent trade; and (c) the highest current independent bid on the trading venues where the purchase is carried out;
d) the authority hereby conferred shall expire at the earlier of the conclusion of the AGM of the Company to be held in 2023
and the date being 18 months from the date of this resolution, unless previously renewed, varied or revoked by the
Company in general meeting; and
e) the Company may make a contract to purchase its shares under the authority hereby conferred prior to the expiry of such
authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its
shares in pursuance of any such contract
abrdn China Investment Company Limited 87
Overview
Special Resolution
12. THAT the directors of the Company be authorised to allot and issue up to 2,329,788 shares (or, if less, the number of shares
representing 5% of the issued Ordinary share capital of the Company as at the date of the passing of this resolution) without
regard to any and all rights of pre-emption or similar rights, whether under the Articles of Incorporation of the Company
(including, without limitation, Article 6.2(a)) or otherwise. This authority shall be in addition to the authority conferred by
Resolution 4 at the extraordinary general meeting of the Company on 26 October 2021 and shall expire at the conclusion of
Strategic Report
the AGM in 2023.
Registered Office:
11 New Street
St Peter Port
Portfolio
Guernsey GY1 2PF
24 February 2022
Governance
Statements
Financial
Information
Corporate
88 Annual Report 2021
Form of Proxy
Overview
abrdn China Investment Company Limited
I/We of (BLOCK CAPITALS PLEASE)
being (a) member(s) of abrdn China Investment Company Limited (the “Company”) appoint the Chairman of the meeting or
(see note 1)
of
as my/our proxy to attend and vote for me/us and on my/our behalf at the AGM of the Company to be held at Bow Bells House,
Strategic Report
1 Bread Street, London EC4M 9HH on 12 April 2022 at 12 noon and at any adjournment thereof.
Please indicate with an “X” in the spaces provided how you wish your votes to be cast on the resolutions specified.
Portfolio
2. To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration
Policy) for the year ended 31 October 2021.
3. To approve the increase of ordinary remuneration of the Directors to an aggregate limit of
£250,000 per annum.
4. To elect Ms Gilding as a Director.
5. To elect Ms MacAulay as a Director.
Governance
6. To re-elect Mr Hadsley-Chaplin as a Director.
7. To re-elect Mrs Green as a Director.
8. To re-elect Ms de Rochechouart as a Director.
9. To re-appoint KPMG Channel Islands Limited as auditor to the Company.
10. To authorise the Directors to determine the remuneration of the auditor for the forthcoming
financial year.
Statements
Financial
11. To give the Company the authority to purchase its own shares.
12. To give the Company the authority to allot new shares without regard to any and all rights of
pre-emption or similar rights.
Subject to any voting instructions so given the proxy will vote, or may abstain from voting, on any resolution as he /she may
think fit. Information
Corporate
Your completed and signed Form of Proxy should be posted, in the enclosed reply paid envelope, to the Company’s Registrars,
Link Asset Services, PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to arrive before 12 noon on
8 April 2022.
abrdn China Investment Company Limited 91
Company Information
Overview
Directors UK Administration Agent
Mark Hadsley-Chaplin (Chairman) Sanne Fund Services (UK) Limited
William Collins (formerly PraxisIFM Fund Services (UK) Limited)
Anne Gilding (appointed on 9 November 2021) 6th Floor
Helen Green (Senior Independent Director) 125 London Wall
Sarah MacAulay (appointed on 9 November 2021) London EC2Y 5AS
Strategic Report
Eleonore de Rochechouart
Registrars
Registered Office Link Asset Services
11 New Street Longue Hougue House
St Peter Port St Sampson
Guernsey GY1 2PF Guernsey GY2 4JN
Portfolio
Vistra Fund Services (Guernsey) Limited Northern Trust (Guernsey) Limited
11 New Street Trafalgar Court
St Peter Port Les Banques
Guernsey GY1 2PF St Peter Port
Guernsey GY1 3DA
Alternative Investment Fund Manager
Aberdeen Standard Fund Managers Limited Financial Adviser and Joint Corporate broker
Governance
Bow Bells House Shore Capital Markets Limited
1 Bread Street Cassini House
London EC4M 9HH 57-58 St James’s Street
London SW1A 1LD
Investment Manager
abrdn Hong Kong Limited Joint Corporate broker
30/F LHT Tower Numis Securities Limited
Statements
Financial
31 Queen’s Road Central 45 Gresham Street
Hong Kong London EC2V 7BF
abrdn Customer Services Department, Investment Plan for Advisers as to Guernsey law
Children, Share Plan and ISA Enquiries Mourant
abrdn Investment Trusts Royal Chambers
PO Box 11020 St Julian’s Avenue Information
Corporate
Chelmsford St Peter Port,
Essex CM99 2DB Guernsey GY1 4HP
@abrdnTrusts