EX-99.1 2 b59298twexv99w1.htm INSIGHT NEWSLETTER exv99w1
 

(MARTIN CURRIE BANNER)
         
IN BRIEF        
Net asset value per share
  US$ 25.65  
Market price
  US$ 29.20  
Premium/(discount)
    13.84 %
Fund size
  US$ 371.8m  
    Source: State Street Corporation
                 
At January 31, 2006           US$ returns  
               
    China Fund NAV     MSCI Golden Dragon*  
    %     %  
One month
    10.6       6.4  
Year to date
    10.6       6.4  
One year
    9.8       21.3  
Three years %pa
    24.5       23.6  
    Past performance is not a guide to future returns.
 
    Source: State Street Corporation. NAV-NAV performance.
 
    *Source for index data: MSCI.
MANAGER’S COMMENTARY
 
“We noticed that allowing management to have non-controlling stakes in state-owned enterprises has certain motivational effects, which have been proven by major enterprises overseas”. Alleluiah! The scales have fallen from the eyes of the state-owned Assets Supervision and Administration Commission, and it has given its blessing to management buy-outs. The authorities also announced this month that companies completing non-tradable share reform will be able to issue options to management and staff. “Guanlicheng jili” (“management incentives”) has become the catchphrase on the lips of nearly every manager that we meet. Neither of these developments caused much excitement in the market, but I think that they represent an important turning point; when state-owned enterprise managers start thinking like owners rather than civil servants, this considerably broadens the investment opportunity in China.
China’s markets and the Fund both made a strong start to 2006. Enthusiasm that the US interest rate cycle has peaked might prove to have been somewhat premature, but local retail investor sentiment has certainly picked up, helped by greater confidence in the sustainability of economic and corporate profit growth. In China, other investment options -such as bank deposits and government bonds — remain unattractive, and the government is clearly trying to restrain property speculation. Sentiment has been boosted in Hong Kong by good short-term returns on a number of Initial Public Offerings (IPOs). Only in Taiwan has the improvement in sentiment suffered a (temporary?) setback, as President Chen, smarting from his election loss and some high level defections, announced plans to discourage investment in China.
We view the two greatest threats to the market’s recent strength as being a slowdown in the US economy and increased equity supply. With the possibility of a slowdown in the US in mind, we have concentrated our portfolio on companies catering to the domestic market. In the A-share market, the moratorium on IPOs and secondary issues is likely to continue for a few months, but Hong Kong faces growing equity issuance. The Bank of China and International Commercial Bank of China alone are looking to raise about US$18 billion. But perhaps global investors will continue to lap up these expensive, weakly-managed state-owned banks just ahead of the de-regulation of the banking industry in 2007. Sometimes it seems that the Romans were right: “mundus vult decipi” — the world wishes to deceive itself.
Chris Ruffle, Martin Currie Inc
INVESTMENT STRATEGY
 
The Fund is 98.5% invested with holdings in 70 companies, two of which are unlisted.
In January we took some profits on Zijin Mining (a play on the gold price) and on Shenzhen Expressway, whose growth is slowing. We followed the lead given by Mr Li Ning in selling his now expensive sportswear chain. We also took the opportunity presented by a rumour about the merger of the B and A-share markets (which will not be possible until the Renminbi is convertible) to sell China International Marine Container, our only remaining B-share.
On the buy side, we added a holding in China Travel, ahead of the opening of its huge new spa resort in Zhuhai and the doubling of its travel agencies in China. We also added to the mobile handset designer Techfaith, which should benefit indirectly from the imminent issue of 3G (third generation) licences. We also bought back into China Metal, Asia’s largest castings maker, and digital camera maker Premier. We added to the holding in Sinopec’s A-share, taking our total exposure to A-shares to 16.9%.
Chris Ruffle, Martin Currie Inc
DIRECT INVESTMENT MANAGER’S COMMENTARY
 
During the Chinese New Year holiday week, it was reported that Chinese retail sales grew 15% year-on-year. Tourism and the catering sector did particularly well. This reflects the increasing affluence of Chinese consumers. Consumption-related businesses should continue to benefit from the growth in China’s domestic consumption. Our deal pipeline emphasizes this investment theme.
KOH Kuek Chiang, Asian Direct Capital Management

 


 

         
FUND DETAILS
Market cap
    US$423.3m  
Shares outstanding
    14,496,220  
Exchange listed
  NYSE
Listing date
  July 10, 1992
Investment adviser
  Martin Currie Inc
Direct investment manager
  Asian Direct Capital Management
    Source: State Street Corporation.
ASSET ALLOCATION
 
(ASSET TABLE)
    Source: State Street Corporation
                 
SECTOR ALLOCATION
    The China   MSCI Golden
    Fund, Inc     Dragon
Financials
    15.5 %     29.3 %
Information technology
    15.3 %     26.9 %
Consumer discretionary
    15.0 %     6.1 %
Industrials
    11.6 %     10.8 %
Consumer staples
    8.6 %     1.0 %
Energy
    8.3 %     7.0 %
Materials
    8.3 %     6.4 %
Utilities
    6.4 %     4.9 %
Telecommunications
    4.6 %     7.6 %
Healthcare
    3.8 %      
Index fund
    1.1 %      
Other assets & liabilities
    1.5 %      
Total
    100.0 %     100.0 %
    Source: State Street Corporation. Source for index data: MSCI
     
PERFORMANCE   (US$ RETURNS)
 
                 
    NAV     Market price  
    %     %  
One month
    10.6       26.0  
Year to date
    10.6       26.0  
Three years %pa
    24.5       35.5  
    Past performance is not a guide to future returns.
 
    Source: State Street Corporation
             
DIRECT INVESTMENTS (3.7%)
CDW Holdings Ltd
  Information technology     2.1 %
Global e Business
  Information technology     0.8 %
Captive Finance
  Financials     0.8 %
             
15 LARGEST LISTED INVESTMENTS (41.7%)
Chaoda Modern Agriculture
  Consumer staples     5.6 %
China Life Insurance
  Financials     3.6 %
Zijin Mining
  Materials     3.4 %
TPV Technology
  Industrials     3.1 %
Tripod Technology
  Information technology     3.0 %
Cathay Financial
  Financials     2.7 %
China Minsheng Banking
  Financials     2.7 %
Merry Electronics
  Consumer discretionary     2.6 %
Solomon Systech
  Information technology     2.6 %
Xinao Gas
  Utilities     2.4 %
Anhui Expressway
  Utilities     2.2 %
Golden Meditech
  Healthcare     2.0 %
Shanghai Zhenhua Port Machinery
  Industrials     2.0 %
Li Ning
  Consumer staples     1.9 %
Shangri-La Asia
  Consumer discretionary     1.9 %
    Source: State Street Corporation
     
FUND PERFORMANCE (BASED ON NET ASSET VALUE)   (US$ RETURNS)
 
                                                         
    One     Three     Calendar     One     Three     Five     Since  
    month     months     year to date     year     years     years     launch  
    %     %     %     %     % pa     % pa     % pa  
The China Fund, Inc.
    10.6       22.2       10.6       9.8       24.5       22.2       8.7  
MSCI Golden Dragon
    6.4       18.0       6.4       21.3       23.6       4.8       n/a  
Hang Seng Chinese Enterprise
    17.7       31.5       17.7       33.7       42.9       31.8       n/a  
Shanghai Stock Exchange 180
    8.7       14.4       8.7       7.1       (4.8 )     n/a       n/a  
    Past performance is not a guide to future returns.
 
    Source: State Street Corporation. Launch date July 10, 1992. Three year, five year and since launch returns are all annualized.
 
    Source for index data: MSCI for the MSCI Golden Dragon and Copyright 2006 Bloomberg LP for the Hang Seng Chinese Enterprise and the
 
    Shanghai Stock Exchange 180. For a full description of each Index please see the final page of this document.

 


 

PERFORMANCE IN PERSPECTIVE
 
(PERFORMANCE GRAPH)
    Past performance is not a guide to future returns.
 
    Source: Martin Currie Inc as of January 31, 2006.
THE CHINA FUND INC. PREMIUM/DISCOUNT
 
(PERFORMANCE GRAPH)
    Past performance is not a guide to future returns.
 
    Source: Martin Currie Inc as of January 31, 2006.
DIVIDEND HISTORY CHART
 
(PERFORMANCE GRAPH)
    Past performance is not a guide to future returns.
 
    Source: State Street Corporation.

 


 

     
THE PORTFOLIO — IN FULL AT JANUARY 31, 2006    
 
                                         
Sector   Company (BBG ticker)     Price     Holding     Value $     % of portfolio  
Hong Kong
                                    46.8 %
Chaoda Modern Agriculture
  682 HK   HK$4.8     34,089,900       20,984,823       5.6 %
China Life Insurance
  2628 HK   HK$7.8     13,497,000       13,484,820       3.6 %
Zijin Mining
  2899 HK   HK$4.5     22,242,000       12,759,688       3.4 %
TPV Technology
  903 HK   HK$8.9     9,968,000       11,372,541       3.1 %
Solomon Systech
  2878 HK   HK$3.6     20,698,000       9,672,586       2.6 %
Xinao Gas
  2688 HK   HK$6.0     11,560,000       8,941,601       2.4 %
Golden Meditech
  8180 HK   HK$2.1     27,900,000       7,373,340       2.0 %
Li Ning
  2331 HK   HK$6.5     8,610,000       7,214,774       1.9 %
Shangri-La Asia
  0069 HK   HK$12.6     4,318,000       7,013,897       1.9 %
China Netcom
  906 HK   HK$13.1     4,078,000       6,886,915       1.9 %
Comba Telecom Systems
  2342 HK   HK$3.2     16,118,000       6,545,275       1.8 %
Lenovo
  992 HK   HK$3.1     15,858,000       6,388,585       1.7 %
Agile Property
  3383 HK   HK$4.6     10,292,000       6,136,457       1.7 %
Ports Design
  589 HK   HK$10.0     4,721,500       6,056,327       1.6 %
China Fire Safety
  8201 HK   HK$0.8     50,380,000       4,936,032       1.3 %
China Shineway Pharmaceutical
  2877 HK   HK$4.1     7,615,000       4,024,945       1.1 %
China Travel
  0308 HK   HK$2.1     13,840,000       3,746,809       1.0 %
FU JI Food & Catering
  1175 HK   HK$16.4     1,758,000       3,716,798       1.0 %
China Power International
  2380 HK   HK$2.6     10,349,000       3,402,082       0.9 %
Fountain Set
  420 HK   HK$3.7     6,714,000       3,159,224       0.9 %
Digital China
  861 HK   HK$2.3     10,692,000       3,135,787       0.8 %
Natural Beauty Bio-Technology
  157 HK   HK$0.7     32,780,000       2,789,068       0.8 %
Parkson Retail
  3368 HK   HK$19.8     1,080,500       2,758,012       0.7 %
TCL Multimedia Technology
  1070 HK   HK$1.2     15,988,000       2,514,549       0.7 %
Asia Aluminium
  930 HK   HK$0.7     23,250,000       2,247,970       0.6 %
Ocean Grand Chemicals
  2882 HK   HK$0.9     17,379,000       2,038,789       0.5 %
China Rare Earth
  769 HK   HK$0.9     15,254,000       1,769,834       0.5 %
Beiren Printing Machinery
  187 HK   HK$1.5     7,000,000       1,669,460       0.4 %
Asia Zirconium
  395 HK   HK$0.6     13,196,000       1,071,739       0.3 %
Arcontech
  8097 HK   HK$0.1     18,386,000       237,025       0.1 %
 
                                       
Hong Kong ‘H’ shares
                                    8.7 %
Anhui Expressway
  995 HK   HK$3.8     13,938,000       8,220,491       2.2 %
BYD
  1211 HK   HK$16.0     3,225,000       6,652,056       1.8 %
China Shenhua Energy
  1088 HK   HK$10.3     4,536,500       6,023,714       1.6 %
Sinotrans
  598 HK   HK$3.1     12,835,000       5,046,635       1.4 %
China Oilfield Services
  2883 HK   HK$3.9     9,546,000       4,830,224       1.3 %
Lianhua Supermarket
  980 HK   HK$8.7     1,500,000       1,672,683       0.4 %
 
                                       
Taiwan
                                    18.5 %
Tripod Technology
  3044 TT   NT$107.0     3,334,095       11,155,003       3.0 %
Cathay Financial
  2882 TT   NT$59.5     5,438,000       10,117,288       2.7 %
Merry Electronics
  2439 TT   NT$103.0     3,012,016       9,700,686       2.6 %
Advanced Semiconductor Engineerin
  g 2311 TT   NT$28.1     5,698,000       4,997,620       1.3 %
Premier Image Technology
  2394 TT   NT$41.5     3,371,000       4,374,363       1.2 %
Uni-President Enterprises
  1216 TT   NT$18.0     6,729,000       3,787,311       1.0 %
Fubon Financial
  2881 TT   NT$28.0     4,134,721       3,620,030       1.0 %
Radiant Opto-Electronics
  6176 TT   NT$73.2     1,500,000       3,433,289       0.9 %
Taiwan Green Point
  3007 TT   NT$83.7     1,286,783       3,367,741       0.9 %
Data Systems Consulting
  2447 TT   NT$24.3     4,362,043       3,307,575       0.9 %
Cheng Shin Rubber
  2105 TT   NT$24.5     4,129,481       3,163,512       0.9 %
China Metal Products
  1532 TT   NT$27.5     3,584,000       3,081,830       0.8 %
Taiwan FamilyMart
  5903 TT   NT$49.6     1,645,592       2,552,183       0.7 %
Yieh United Steel
  9957 TT   NT$8.0     9,483,000       2,381,054       0.6 %
 
                                       
Singapore
                                    1.8 %
Bio-Treat Technology
  BIOT SP   SG$1.1     9,799,000       6,765,013       1.8 %
 
                                       
United States ‘N’ shares
                                    2.1 %
The9
  NCTY US   US $19.9     184,861       3,680,583       1.0 %
China Techfaith Wireless
  CNFT US   US $15.2     233,338       3,549,071       1.0 %
Chindex International
  CHDX US   US $5.8     69,987       404,525       0.1 %

 


 

                                         
Sector   Company (BBG ticker)     Price     Holding     Value $     % of portfolio  
’A’ share access products
                                    16.9 %
China Minsheng Banking
          US $0.5     18,401,722       10,084,144       2.7 %
Shanghai Zhenhua Port Machinery
          US $1.4     5,287,861       7,247,463       2.0 %
China Yangtze Power
          US $0.8     7,577,738       6,250,361       1.7 %
China Petroleum & Chemical
          US $0.6     7,899,000       4,880,860       1.3 %
Qinghai Salt Lake Potash
          US $1.7     2,396,122       4,128,144       1.1 %
iShares Asia Trust-FTSE/Xinhua
          HK$54.9     580,000       4,104,937       1.1 %
China Merchants Bank
          US $1.0     4,199,962       4,000,833       1.1 %
Shenergy
          US $0.7     5,940,000       3,944,160       1.1 %
Xinjiang Tebian Electric
          US $1.1     3,577,791       3,878,558       1.0 %
Youngor
          US $0.5     7,562,730       3,695,883       1.0 %
Shanghai International Airport
          US $2.0     1,799,974       3,583,314       1.0 %
Shanghai Port Container
          US $1.3     2,434,945       3,246,695       0.9 %
Kweichow Moutai
          US $5.9     547,906       3,210,404       0.9 %
 
                                       
Direct
                                    3.7 %
CDW Holdings Ltd
                    60,000,000       7,766,751       2.1 %
Global e Business
                    40,000       3,051,880       0.8 %
Captive Finance
                    2,000,000       3,045,000       0.8 %
Other assets & liabilities
                                    1.5 %
OBJECTIVE
 
The investment objective of the Fund is to achieve long term capital appreciation through investment in companies and other entities with significant assets, investments, production activities, trading or other business interests in China or which derive a significant part of their revenue from China.
The Board of Directors of the Fund has adopted an operating policy of the Fund, effective June 30, 2001, that the Fund will invest at least 80% of its assets in China companies. For this purpose, “China companies” are (i) companies for which the principal securities trading market is in China; (ii) companies for which the principal securities trading market is outside of China or in companies organized outside of China, that in both cases derive at least 50% of their revenues from goods or services sold or produced, or have a least 50% of their assets in China; or (iii) companies organized in China. Under the policy, China will mean the People’s Republic of China, including Hong Kong, and Taiwan. The Fund will provide its stockholders with at least 60 days’ prior notice of any change to the policy described above.
The fundamental policy, which applies to not less than 65% of the Fund’s assets as set out in the Fund’s prospectus dated July 10, 1992, remains in place. The fundamental policy is the same as the operating policy set out above, except that China only includes the People’s Republic of China.
The Fund is subject to the Investment Company Act of 1940 which limits the means in which it can access the ‘A’ share market. The Fund will continue to seek the most efficient way in which to increase its ‘A’ share exposure ensuring ongoing compliance with its legal and regulatory obligations.
CONTACTS
 
The China Fund, Inc.
c/o State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Tel:(1) 888 CHN-CALL (246 2255)
www.chinafundinc.com

 


 

MSCI Golden Dragon Index
The MSCI Golden Dragon is a free float-adjusted market capitalization index that is designed to measure equity market performance in the China region. As of May 2005 the MSCI Golden Dragon Index consisted of the following country indices: China, Hong Kong and Taiwan.
Hang Seng China Enterprise Index
The Hang Seng China Enterprise Index is a capitalization-weighted index comprised of state-owned Chinese companies (H-shares) listed on the Hong Kong Stock Exchange and included in HSMLCI index.
Shanghai Stock Exchange 180 Index
The Shanghai Stock Exchange 180 ‘A’ Share Index is a capitalization-weighted index. The index tracks the daily price performance of the 180 most representative ‘A’ share stocks listed on the Shanghai Stock Exchange.
Important information: This document is issued and approved by Martin Currie Inc (MC Inc), as investment adviser of the listed equity portfolio of the China Fund Inc (the Fund). MC Inc is authorized and regulated by the Financial Services Authority (FSA) and incorporated under limited liability in New York, USA. Registered in Scotland (No BR2575), registered address Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2ES. Information herein is believed to be reliable but has not been verified by MC Inc. MC Inc makes no representation or warranty and does not accept any responsibility in relation to such information or for opinion or conclusion which the reader may draw from the newsletter. It explicitly does not accept responsibility for the views and opinions expressed by Asia Direct Capital Management.
The Fund is classified as a ‘non-diversified’ investment company under the US Investment Company Act of 1940. It meets the criteria of a closed ended US mutual fund and its shares are listed on the New York Stock Exchange. MC Inc has been appointed investment adviser to the listed equity portfolio of the Fund. Asian Direct Capital Management is the direct investment manager to the Fund.
Investors are advised that they will not generally benefit from the rules and regulations of the United Kingdom Financial Services and Markets Act 2000 and the FSA for the protection of investors, nor benefit from the United Kingdom Financial Services Compensation Scheme, nor have access to the Financial Services Ombudsman in the event of a dispute. Investors will also have no rights of cancellation under the FSA’s Conduct of Business Sourcebook of the United Kingdom.
This newsletter does not constitute an offer of shares. MC Inc, its ultimate and intermediate holding companies, subsidiaries, affiliates, clients, directors or staff may, at any time, have a position in the market referred to herein, and may buy or sell securities, currencies, or any other financial instruments in such markets. The information or opinion expressed in this newsletter should not be construed to be a recommendation to buy or sell the securities, commodities, currencies or financial instruments referred to herein.
The information provided in this report should not be considered a recommendation to purchase or sell any particular security. There is no assurance that any securities discussed herein will remain in an account’s portfolio at the time you receive this report or that securities sold have not been repurchased.
It should not be assumed that any of the securities transactions or holdings discussed here were or will prove to be profitable, or that the investment recommendations or decisions we make in the future will be profitable or will equal the investment performance of the securities discussed herein.
Investing in the Fund involves certain considerations in addition to the risks normally associated with making investments in securities. The value of the shares issued by the Fund, and the income from them, may go down as well as up and there can be no assurance that upon sale, or otherwise, investors will receive back the amount originally invested. There can be no assurance that you will receive comparable performance returns, or that investments will reflect the performance of the stock examples contained in this document. Movements in foreign exchange rates may have a separate effect, unfavorable as well as favorable, on the gain or loss otherwise experienced on an investment. Past performance is not a guide to future returns. Accordingly, the Fund is only suitable for investment by investors who are able and willing to withstand the total loss of their investment. In particular, prospective investors should consider the following risks:
  The companies quoted on Greater Chinese stock exchanges are exposed to the risks of political, social and religious instability, expropriation of assets or nationalization, rapid rates of inflation, high interest rates, currency depreciation and fluctuations and changes in taxation, which may affect income and the value of investments.
  At present, the securities market and the regulatory framework for the securities industry in China is at an early stage of development. The CSRC is responsible for supervising the national securities markets and producing relevant regulations. The Investment Regulations, under which the Fund invests in the People’s Republic of China (‘PRC’) and which regulate repatriation and currency conversion, are new. The Investment Regulations give CSRC and SAFE wide discretions and there is no precedent or certainty as to how these discretions might be exercised, either now or in the future. The Fund may, from time to time, obtain access to the securities markets in China via Access Products. Such products carry additional risk and may be less liquid than the underlying securities which they represent.
  During the past 15 years, the PRC government has been reforming the economic and political systems of the PRC, and these reforms are expected to continue, as evidenced by the recently announced changes. The fund’s operations and financial results could be adversely affected by adjustments in the PRC’s state plans, political, economic and social conditions, changes in the policies of the PRC government such as changes in laws and regulations (or the interpretation thereof), measures which may be introduced to control inflation, changes in the rate or method of taxation, imposition of additional restrictions on currency conversion and the imposition of additional import restrictions.
  PRC’s disclosure and regulatory standards are in many respects less stringent than standards in certain OECD countries, and there may be less publicly available or less reliable information about PRC companies than is regularly published by or about companies from OECD countries.
  The Shanghai Stock Exchange and Shenzhen Stock Exchange have lower trading volumes than most OECD exchanges and the market capitalisations of listed companies are small compared to those on more developed exchanges in developed markets. The listed equity securities of many companies in the PRC are accordingly materially less liquid, subject to greater dealing spreads and experience materially greater volatility than those of OECD countries. These factors could negatively affect the Fund’s NAV.
  The Fund invests primarily in securities denominated in other currencies but its NAV will be quoted in US dollars. Accordingly, a change in the value of such securities against US dollars will result in a corresponding change in the US dollar NAV.
  The marketability of quoted shares may be limited due to foreign investment restrictions, wide dealing spreads, exchange controls, foreign ownership restrictions, the restricted opening of stock exchanges and a narrow range of investors. Trading volume may be lower than on more developed stockmarkets, and equities are less liquid. Volatility of prices can also be greater than in more developed stockmarkets. The infrastructure for clearing, settlement and registration on the primary and secondary markets may be underdeveloped. Under certain circumstances, there may be delays in settling transactions in some of the markets.
  The value of the fund’s investment in any Quota will be affected by taxation levied against the relevant QFIIs or in respect of investments held in the relevant Quotas. The PRC taxation regime that will apply to QFIIs and investments made in or through QFII quotas is not clear. The Investment Regulations are new and do not currently expressly contemplate the treatment of QFIIs and investment made through QFII Quotas.
  It should be noted that the position with regard to PRC taxation of the Company and its gains and profits remains unclear. Until such time as the PRC taxation position of the Company is clarified, the Company will process all subscription and redemption requests based upon provisional Net Asset Value calculations, determined without making any provision for PRC capital gains taxation, but with a provision for withholding tax of 10% on all dividend income received. The number of Ordinary shares allotted to any investor, and the final redemption price per share, will be recalculated upon the taxation position being clarified. The Company will require an indemnity in respect of such amount of any redemption proceeds as they consider prudent to allow for potential PRC taxation liabilities that may be included in the final Net Asset Value calculation.
  In practice this means that, should any tax be payable retrospectively, the Company’s Net Asset Value will be adjusted to the extent that existing shareholders are liable. All shareholders will be required to sign an indemnity prior to being permitted to redeem all or part of their shareholding to protect the Company and the existing shareholders. Any change to the withholding tax rate which is applied to the Company on an retrospective basis will result in an adjustment of the Net Asset Value of the Company for the benefit of, or if charged at a higher rate than the existing provision, detriment of existing shareholders.
Martin Currie Inc, registered in Scotland (no BR2575)
Registered office: Saltire Court, 20 Castle Terrace, Edinburgh EH11 2ES Tel: (44) 131 229 5252 Fax: (44) 131 222 2532 www.martincurrie.com/china
North American office: 1350 Avenue of the Americas, Suite 3010, New York, NY 10019, USA Tel: (1) 212 258 1900 Fax: (1) 212 258 1919
Authorized and registered by the Financial Services Authority and incorporated with limited liability in New York, USA.