Annual Financial Report Year Ended 30 April 2025
Invesco Asia Dragon Trust plc
(formerly Invesco Asia Trust plc)
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Contents
1
2
Strategy
Overview:
Financial Information and Performance Statistics ....................5
Chairman’s Statement .............................................................7
Strategic Report:
Portfolio Managers’ Report Q&A ............................................11
The Manager’s ESG Monitoring and Engagement ..................14
Investments in Order of Valuation .........................................18
Classification of Investments by Country/Sector ....................20
Business Review ...................................................................24
Governance
Directors ..............................................................................37
Directors’ Report ..................................................................39
The Company’s Corporate Governance Framework ................43
Corporate Governance Statement .........................................44
Audit Committee Report .......................................................48
Directors’ Remuneration Report ............................................50
Statement of Directors’ Responsibilities .................................53
Investment Objective
The Company’s objective is to provide long-term capital growth
and income by investing in a diversified portfolio of Asianand
Australasian companies. The Company aims to achieve growth in
its net asset value (‘NAV’) total return inexcess of the Benchmark
Index, the MSCI AC Asia ex Japan Index (totalreturn, net of
withholding tax, in sterling terms).
Asia Dragon 0 ISFC-p06.qxp 16/07/2025 12:34 Page ifc2
1
3
4
Financial
Independent Auditor’s Report ...............................................56
Income Statement ................................................................63
Statement of Changes in Equity ............................................64
Balance Sheet ......................................................................65
Notes to the Financial Statements ........................................66
Shareholder
Notice of Annual General Meeting .........................................80
Shareholder Information .......................................................84
Advisers and Principal Service Providers................................85
Glossary of Terms and Alternative Performance Measures .....86
Alternative Investment Fund Managers Directive Disclosures ..89
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The Company in Brief
Nature of the Company
Invesco Asia Dragon Trust plc (the ‘Company’), formerly known
as Invesco Asia Trust plc, is a public listed Investment Company
whose shares are traded on the London Stock Exchange (with
ticker “IAD”). The business of the Company is to invest
shareholders’ funds with the aim of spreading investment risk and
generating sustainable and long term returns for shareholders.
The Company’s purpose is to provide shareholders with long-term
capital growth and income by investing in a diversified portfolio
of Asian and Australasian companies.
Further information can be accessed via the Manager
’s website
at https://www.invesco.com/uk/en/investment-trusts/invesco-
asia-dragon-trust.html.
Combination with Asia Dragon Trust plc
(‘DGN’)
During the year the Company acquired substantially all of the net
assets of Asia Dragon Trust plc (‘DGN’) as part of a combination
with DGN, and following approval by shareholders at a general
meeting of the Company on 16 January 2025 was implemented
on 14 February 2025. Subsequently, the Company’s name was
changed to Invesco Asia Dragon Trust plc, on 17 February 2025.
The combination was undertaken through a scheme of
reconstruction and winding-up of DGN under section 110 of the
Insolvency Act 1986. As a result approximately £544 million of
assets were acquired in exchange for the issue of new ordinary
shares in the Company.
Further commentary on the benefits of the combination can be
found in the Chairman’s Statement and the Business Review.
Investment Policy
The Company’s Investment Policy, which includes objectives,
policies, risks and investment limits for the Company is disclosed
in full on page 24.
Borrowings and Gearing
The Company may use bank borrowings, the proceeds from which
can be invested, gearing up exposure to stock markets with the
aim of enhancing returns to shareholders.
Dividend Policy
Following implementation of the combination, the Company
introduced a new Dividend Policy. Under the policy the Company
will increase the frequency of dividend payments from a biannual
to a quarterly basis at a rate of approximately 1% of the NAV.
A further update occurred on 1
May 2025 when the date was
set at the last business day of April for the NAV by reference to
which the four quarterly payments of 1% would be calculated,
commencing on 30 April 2025.
Benchmark
The MSCI AC Asia ex Japan Index (total return, net of withholding
tax, in sterling terms).
Capital Structure
In connection with the combination, 142,619,864 new ordinary
shares of 10p were issued and admitted to trading on the London
Stock Exchange on 14 February 2025. As at 30 April 2025, the
Company’s issued share capital consisted of 204,853,151
ordinary shares of 10p each, with a further 12,766,594 shares
held in treasury.
Business Model
The Company has contracted with an external investment
manager, Invesco Fund Managers Limited (the ‘Manager’), to
manage its investments and for the Company’s general
administration. Other administrative functions are contracted to
external service providers. The Company has a Board of
non-executive directors who oversee and monitor the activities
of the Manager and other service providers on behalf of
shareholders and ensure the Company’s objective and investment
policy is adhered to.
The Company’s shares are eligible for investment in an ISA and
qualify to be considered as mainstream investment products
suitable for promotion to retail investors.
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Corporate
Proposition
Investment
Case
Total dividend for the year of 15.60p.
Dividend yield
(2)
of 4.9% at 30 April 2025 share price.
The institutional strength,
people and process of
Invesco’s Asia & Emerging
Markets Equities team.
Act in the best interests of all our
shareholders to increase investor
demand for our shares.
7.1%
Share price total return
(1)(2)
2.8%
NAV total return
(1)(2)
3.9%
Benchmark index
(1)(3)
(1)
For the year ended 30 April 2025.
(2)
Alternative Performance Measure as detailed on pages 87 and 88.
(3)
MSCI AC Asia ex Japan Index (total return, net of withholding tax, in sterling terms).
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Invesco Asia Dragon Trust plc
(formerly Invesco Asia Trust plc)
1
Strategy
Overview:
Financial Information and Performance Statistics...............................5
Chairman’s Statement ......................................................................7
Strategic Report:
Portfolio Managers’ Report Q&A .....................................................11
The Manager’s ESG Monitoring and Engagement.............................14
Investments in Order of Valuation ..................................................18
Classification of Investments by Country/Sector ..............................20
Business Review .............................................................................24
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Financial Information and
Performance Statistics
The benchmark index of the Company is the MSCI AC
Asia ex Japan Index (total return, net of withholding tax, in
sterling terms)
Total Return Statistics
(1)
with dividends reinvested
Change for the year (%)
l
2025
l
2024
Net asset value (‘NAV’)
total return
(3)
2.8
2.7
Share price total return
(3)
7.1
2.2
Benchmark index
total return
(4)
3.9
7.9
Capital Statistics
At 30 April 2025 2024 % change
Net assets (£’000)
(2)
729,912 238,266 +206.3
NAV per share 356.31p 361.51p –1.4
Share price
(1)
320.00p 313.00p +2.2
Benchmark index (capital) 1,005.56 989.35 +1.6
Discount
(3)
per ordinary share: (10.2)% (13.4)%
Average discount over the year
(1)(3)
(11.2)% (11.3)%
Gearing
(3)
:
– gross 6.0% 5.3%
– net 5.7% 4.5%
Revenue Statistics
Year Ended 30 April 2025 2024 % change
Income (£’000)
(2)
12,683 7,375 +72.0
Net revenue available for ordinary
shares (£’000)
(2)
10,040 5,422 +85.2
Revenue return per ordinary share 10.67p 8.12p +31.4
Dividends per share
(5)
:
– first interim 7.80p 7.20p
– second interim 3.90p 6.90p
– third interim 3.90p –
Total dividends 15.60p 14.10p +10.6
Ongoing charges ratio
(3)(6)
0.73% 1.03%
(1) Source: LSEG Data & Analytics.
(2) Increase during the year ended 30 April 2025 includes the impact of assets acquired following the combination with Asia
Dragon Trust plc in February 2025.
(3) Alternative Performance Measure (‘APM’). See Glossary of Terms and Alternative Performance Measures on pages 87 and 88 of
the financial report for details of the explanation and reconciliations of APMs.
(4) Index returns are shown on a total return basis, with dividends reinvested net of withholding taxes.
(5) Until January 2025, the Company’s dividend policy was to pay, in absence of unforeseen circumstances, 4% of the Company’s
NAV in two equal instalments of 2% based on the NAV at last business day of September. This policy was updated in January
2025 to increase the frequency of dividend payments from a biannual to a quarterly basis at a rate of approximately 1% of the
NAV. A further update occurred on 1 May 2025 when the date was set at the last business day of April for the NAV by
reference to which the four quarterly payments of 1% would be calculated, commencing on 30 April 2025.
(6) Year ended 30 April 2025 includes the effect of the management fee waiver agreed between the Company and the Manager
following the combination with Asia Dragon Trust plc during the year (see note 3 on page 69 for further details).
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Ten Year Total Return Performance
(1)
Rebased to 100 at 30 April 2015
l
Share Price
l
Net Asset Value
l
Benchmark
(2)
50
100
150
200
250
20252024202320222021202020192018201720162015
Ten Year Historical Record
Net revenue Dividends Net asset
available for on ordinary value per
ordinary shares Net ordinary Share
Year to Income shares Rate Amount assets share price
30 April £’000 £’000 p £’000 £’000 p p
2016 4,256 2,978 3.65 3,093 180,108 210.75 183.00
2017 5,464 3,978 4.30 3,587 243,025 291.30 257.00
2018 6,055
(1)
4,447
(1)
5.50 3,900
(1)
233,252
(1)
328.92 286.00
2019 5,440 3,927 5.70 4,014 227,375 322.71 294.00
2020 7,120 5,354 7.00 4,770 186,948 279.64 254.00
2021 5,600 3,863 15.10 10,095 281,252 420.70 386.00
2022 6,228 4,469 15.30 10,229 252,176 377.21 332.50
2023 7,601 5,596 14.80 9,894 245,004 366.48 321.00
2024 7,375 5,422 14.10 9,387 238,266 361.51 313.00
2025 12,683
(2)
10,040
(2)
15.60p 15,580
(2)
729,912
(2)
356.31 320.00
(1) The 15% tender offer in August 2017 is reflected in the decrease in the net assets at the year end and consequently had an impact on income and net revenue available for ordinary
shares.
(2) Increase during the year to 30 April 2025 includes the impact of assets acquired following the combination with Asia Dragon Trus
t plc in February 2025.
Total Return in Sterling Terms to 30 April
(1)(2)
Three Five Ten
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 years years years
Net Asset Value % –7.1 40.4 14.5 0.8 –10.2 56.4 –6.7 1.3 2.7 2.8 6.9 56.0 110.7
Share Price % –10.3 42.9 13.0 6.0 –10.0 58.5 –10.0 1.2 2.2 7.1 10.7 57.9 118.2
Benchmark
(2)
% –14.5 37.1 16.5 1.3 –4.3 34.8 –12.9 –6.0 7.9 3.9 5.3 23.7 63.6
Annualised Total Return in Sterling Terms to 30 April
(1)(2)
1 2 3 4 5 6 7 8 9 10
year years years years years years years years years years
Net Asset Value % 2.8 2.8 2.2 –0.1 9.3 5.8 5.0 6.2 9.5 7.7
Share Price % 7.1 4.6 3.4 –0.1 9.6 6.0 6.0 6.9 10.4 8.1
Benchmark
(2)
% 3.9 5.9 1.7 –2.1 4.3 2.8 2.6 4.3 7.5 5.0
(1) Source: LSEG Data & Analytics.
(2) The benchmark index of the Company is the MSCI AC Asia ex Japan Index (total return, net of withholding tax, in sterling terms).
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First of all, a very warm welcome to all our
new shareholders, most of whom will have
previously been shareholders of Asia
Dragon Trust plc. A lot of hard work on both
sides went into the combination and we are
pleased to report that all went smoothly
and that feedback in the marketplace has
been very positive. Thank you to all of you
who voted in favour to allow the deal to
proceed. The expected benefits are now
being delivered: The Company’s expanded
size has enabled those wealth managers
who had us on their buy list to begin
increasing their positions since they are no
longer constrained by our small size. At
£730 million of net assets the Company
also met the threshold of joining the FTSE
250 Index. The new tiered management fee
rates (see note 3 on page 69) should result
in a blended management fee payable to
Invesco of around 0.60% per annum once
Invesco’s fee waiver upon the merger works
its way through by November. Future
ongoing charges (OCR) are expected to
annualise at around 0.77%, a considerable
improvement on Invesco Asia’s previous
OCR of 1.03% and lower than Asia Dragon’s
0.83% (excluding management fee
waivers). The discount has settled around
10% since the merger, not helped by the
volatility caused by President Trump’s
imposition of tariffs. We have already
moved to quarterly dividends, with a
dividend equal to approximately 1% of NAV
payable in July 2025, and three further
dividends of approximately 1% of NAV
planned for October 2025 and January and
April 2026.
NAV total return performance over the year
to 30 April 2025 of +2.8% was slightly
behind the Index total return of +3.9%.
Share price total return outperformed at
+7.1% as the discount narrowed. Fiona and
Ian discuss performance in more detail in
their Managers’ Report. There were a few
variables but the overweight position in
Indonesia explains the difference versus the
index. We should acknowledge that it was
a difficult year to be able to beat the index:
despite underperforming the index over the
year, we ranked second out of the five
funds in our AIC Asia Pacific Equity Income
excluding Japan sector and beat all of the
seven funds in the other AIC Asia ex-Japan
sectors.
Longer term performance remains
excellent with very good performance over
3, 5 and 10 years especially when
risk-adjusted. Adjusting the performance
generated by the amount of risk taken was
one of the key parameter
s assessed by Asia
Dragon’s board before choosing Invesco
Asia. This has been recognised in the
industry through us winning the Citywire
Winners award at the publication’s
Investment Trust Awards 2023 for best
risk-adjusted performance for the Asia
Pacific Equities Sector. We were also
awarded the “Kepler Income & Growth
Rating 2024” by Kepler Partners and an
A-rating by Square Mile Investment
Consulting & Research.
We announced in our December 2024
Circular that we would temporarily enlarge
the board to eight members upon the
combination, with four members from each
board. It is planned that James Will and
I will both step down at the September
2026 AGM, following which the Board will
continue with six members. The new Chair
will be agreed and announced in 2026.
Shareholders will know that we believe the
discount is determined by a combination of
demand for Asian equity investment
vehicles, the Investment Case for Invesco
Asia Dragon Trust and the Corporate
Proposition that we offer. In order to
stimulate more demand for the Company’s
shares, we aim to provide a strong
investment case and a strong corporate
proposition at the same time.
Highlights
• Transformed by the successful
combination with Asia Dragon, Invesco
Asia Dragon with a NAV of £730 million
is now the largest trust in the AIC Asia
excluding-Japan Income sector.
• NAV total return performance slightly
ahead of benchmark over 6 months,
slightly behind over 1 year, still strong
over longer time periods.
• Share price total return ahead of index
over 1 year as the discount narrowed.
• The Investment Case for Asia and for
Invesco Asia Dragon is strong. Our
Corporate Proposition now includes a
rolling 3-year 100% unconditional
tender and a 4% dividend yield
paid quarterly at a rate equal to
approximately 1% of NAV. Together,
these provide a unique opportunity to
invest in Asia’s future.
Chairman’s
Statement
Annualised Total Return in Sterling Terms to 30 April 2025
(1)(2)
1 3 5 10
year years years years
Net Asset Value %
(3)
2.8 2.2 9.3 7.7
Share Price %
(3)
7.1 3.4 9.6 8.1
Benchmark % 3.9 1.7 4.3 5.0
(1) Source: LSEG Data & Analytics.
(2) The benchmark index of the Company is the MSCI AC Asia ex Japan Index (total return, net of withholding tax, in sterling
terms).
(3) Alternative Performance Measure (‘APM’). See Glossary of Terms and Alternative Performance Measures on pages 87
and 88 of the financial report for details of the explanation and reconciliations of APMs.
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The Investment Case
The investment case rests on accessing the attractions of Asian
equity markets through the institutional expertise of Fiona Yang
and Ian Hargreaves’ team at Invesco. The team is unchanged and
strong. Their investment process can be summarised as
“valuation not value” and has been v
ery successful with
institutional clients such as pension funds and sovereign wealth
investors. In times like these of great change, we would argue
that this forward-looking active approach (as opposed to a
backward-looking index or passive style) is exactly what is needed.
The team have delivered very strong relative performance for
shareholders over 3, 5 and 10 years, as shown in the table on
the previous page. Like many professional consultants and
shareholders we, as fully independent directors, look for talented
stock pickers, a robust process and consistent outperformance in
our investment manager. We believe we have all three in Fiona,
Ian and the team at Invesco.
The Corporate Proposition
The Board has continued to review and adopt measures intended
to create additional demand for the Company’s shares, both from
existing and new shareholders, and to reduce the discount. We
have been careful to ensure that the measures chosen are in the
best interests of all shareholders. The intention is that the gains
from each will combine to make the corporate proposition as
compelling as the investment case.
There are multiple elements to our Corporate Proposition,
including:
1. Enhanced dividend policy: The Board introduced a new
enhanced dividend policy in 2020 which aimed to pay in two
instalments, in the absence of unforeseen circumstances, a
regular dividend equal to approximately 4.0% of the
Company’s NAV. At the time of the combination with Asia
Dragon we changed the frequency to be 1% quarterly. The
distribution policy as a whole is put to shareholders at each
AGM. This year 15.6p was paid in three interim dividends in
November 2024 and January and April 2025.
Please note that the policy of paying out approximately 4.0%
of NAV may not lead to dividend payments increasing every
year.
2. 100% Unconditional Tender: Unconditional tender offers will
be introduced every three years for up to 100% of the issued
share capital at a 4.0% discount to the prevailing NAV (debt
at fair value, cum income). The first one will be in early
2028. Unconditional tender offers provide the Board with a
strong discount management tool which should constitute
an effective and attractive initiative for shareholders and
potential new investors alike, unlocking the ability to buy and
hold shares with the certainty that the size of their
shareholding can be adjusted periodically thereafter,
regardless of relative performance or share rating.
3. Minimising Ongoing Charges Rate (OCR) and Fees: Fair and
accurate cost disclosure for investment trust companies has
again been making headlines over the past year. As a Board
we believe that all costs and charges should be clearly
disclosed but also that it is important to remember that these
costs are the ordinary costs of doing business and that they
are already deducted in the net asset value by which we
judge performance against our index benchmark.
The Board is responsible for managing the level of charges
to shareholders. Our intention is to seek to reduce gradually
the level of ongoing charges over time. The ongoing charges
level as stated at our year-end is distorted by the effects of
the combination and the contribution by Invesco towards the
cost of the transaction. Invesco Asia’s OCR to 30 April 2024
was 1.03%, Asia Dragon’s to 31 August 2024 was 0.83%
(excluding management fee waiver). Once the Invesco
contribution ceases we expect, at current asset levels, the
annualised OCR level is expected to be around 0.77%. The
main component of this is the investment management fee
paid to Invesco. The investment management fee is 0.75%
on the first £125 million of the Net Asset Value, 0.60% on
the amount above £125 million and up to £450 million of
the Net Asset Value and 0.50% on the Net Asset Value in
excess of £450 million.
Other components within the ongoing charges calculation
include company secretarial, external auditor, directors’ fees,
custody fees and miscellaneous others. Outside the ongoing
charges calculation are the costs of gearing and transaction
charges, the incidental costs of buying and selling shares
within the portfolio. Both of these have always been included
within the net asset value calculation.
4. Buyback Authority: The Board retains its stated average
discount target of less than 10% of NAV calculated on a
cum-income basis over the Company’s financial year,
although the Directors are cognisant of the fact that the
Company’s share rating at any particular time will reflect
market conditions and a combination of various factors, a
number of which are beyond the Board’s control. Share
buybacks will occur where and when we consider (in
conjunction with our broker) that such buybacks will be
effective, taking into account market factors and the
discounts of comparable funds. Over the year we have
bought back 1,377,000 shares into Treasury
pre-combination with Asia Dragon Trust, representing 2.1%
of the starting number of shares in issue. Post combination
2,298,000 shares have been bought back into Treasury,
representing 1.1% of the initial post-combination number of
shares in issue. Discounts across the whole investment trust
sector, not just Asian trusts, remain elevated. We believe
that, in general, Boards should be more proactive in their
discount management policies. We certainly intend to
continue to play our part.
5. Environmental, Social and Governance Matters (ESG): The
Board recognises the importance of ESG considerations in
delivering value to shareholders and our approach and that
of the Manager is explained in detail later in this report. We
continue to monitor closely developments in this space and,
noting the growing public discourse on climate change, we
have asked the Manager to highlight examples of holdings in
companies that are helping facilitate the journey towards Net
Zero Alignment (’NZA’). The Manager has the resources to
assess the risk
s and opportunities which may result from
accelerating ESG-driven change. Their Global ESG function,
based in Henley, provides input into the research process and
provides a formal ESG oversight process including meetings
with the Portfolio Managers and analysts to review the
portfolio from an ESG perspective. The Manager is a
signatory of the Financial Reporting Council’s Stewardship
Code and is an active member of the UK Sustainable
Investment and Finance Association. In addition, the
Manager scored four stars for its Investment & Stewardship
Policy under new scoring methodology produced by PRI. This
followed five consecutive years of achieving an A+ rating for
responsible investment (Strategy & Governance) under the
previous methodology. In 2019 the MSCI upgraded the
Manager’s ESG rating from BBB to A and as a signatory and
discloser to the Carbon Disclosure Project it supports
enhanced, market-wide environmental disclosure and reports
annually on its climate change management and
performance, including comprehensive emissions accounting.
As well as monitoring at each board meeting the Manager’s
assessment o
f ESG considerations on individual stock
decisions, the Board looks at various indicators of overall ESG
progress. We do not expect every indicator to travel in the
favoured direction in every period: the portfolio will change
as will the measurements. Some factors will have their
priorities reassessed o
ver time, for example products with a
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military use may now be assessed more favourably in light
of the changing geopolitical environment. Despite this, we
should be able to see progress for many indicators over
longer time periods. Some examples: In the year just ended
the Manager engaged with 48 of the 57 portfolio holdings,
voting against specific resolutions for 28 of them. The
Manager met a total of 454 companies over the year,
engaging with ESG issues on 280 of them. A year ago, the
Company held 24 companies that had not yet set a net zero
target date. Now that number is down to 20. That is due in
part to active engagement with these companies by Invesco.
6. Access to Invesco Expertise: Fiona Yang and Ian
Hargreaves successfully manage over £3.5 billion of
institutional assets. Invesco Asia Dragon is the only vehicle
available to UK retail investors who wish to access their track
record. They manage it with a high degree of commonality
to their institutional portfolios but also add the best smaller
company opportunities.
7. Engaging more individual shareholders: We are encouraged
that an increasing proportion of our shareholders are
individuals, with the proportion of investors who hold shares
of Invesco Asia Dragon Trust plc via execution-only platforms
once again increasing. The Board aims to engage more
directly with individual investors. Working closely with the
Manager, we continue to raise the profile of the Company
through new direct investor information, commentary and
events, which will provide access to the thoughts and views
of Fiona and Ian, their team and the Directors. These
activities complement the ongoing engagement with a broad
range of professional investors. Please visit our homepage
www.invesco.co.uk/invescoasia where you can also find
presentations, read updates or register to receive regular
email updates or printed copies of the Half-Yearly and Annual
Financial Reports. You can also see third party research (by
Kepler Partners) and monthly factsheets on the Company’s
website. Shareholders can also contact us by email at
investmenttrusts@invesco.com.
8. Meeting the Directors and Managers:
One of the main
attractions of owning an investment trust over a unit trust or
OEIC is that all shareholders have the opportunity of meeting
the Directors and the Managers every year at the AGM. This
year’s meeting will be held in person at Invesco’s London office
at 12 noon on 18 September 2025. As well as the Company’s
formal business, there will be a presentation from Fiona, the
opportunity to ask questions to Fiona, Ian and the Directors
and then to chat informally with all of us afterwards over
lunch. Shareholders may bring a guest to these meetings. For
me this is one of the highlights of being Chairman, I look
forward to meeting as many of you as possible. For those
unable to make it in person, we will produce a special version
of the presentation and post it onto our website after the AGM.
Shareholders wishing to lodge questions in advance of the
AGM should do so by email to the Company Secretary at
investmenttrusts@invesco.com or, by letter, to 60 London
Wall, London, EC2M 5TQ.
9. Gearing: The Company intends to use gearing (or borrowings)
actively to take advantage of its closed-end structure. At the
year end the Company had net gearing of 5.7%.
10. Directors’ Shareholdings: Institutional investors often follow
and ask for information on Directors’ holdings of shares in the
Company. These are shown in the Directors’ Remuneration
Report in the Annual Financial Report and we are required to
notify any changes to the stock market by regulatory
announcement. Additionally, our Portfolio Managers, Fiona
and Ian are both shareholders in the Company and we can
confirm that their remuneration by the Manager is partly
determined by the performance of the Company.
Cancellation of share premium account
As noted previously, on 13 February 2025, the Company
announced the completion of its combination with Asia Dragon
Trust plc (‘DGN’) pursuant to which the Company acquired
approximately £544 million of assets from DGN in consideration
for the issue of 142,619,864 new ordinary shares of 10p each
in the capital of the Company. The issue of these new ordinary
shares, at a premium to their nominal value, created a share
premium account in the Company’s balance sheet of
£530,091,000.
The Company’s share premium account is a non-distributable
reserve and the Company is therefore unable to use it either for
making purchases of its own shares or for making distributions
to shareholders, including the payment of dividends. As at
30 April 2025, the Company had distributable reserves of
£172,435,000.
Accordingly, in order to enhance the Company’s distributable
reserves position, the Company is seeking shareholder approval
at the AGM to cancel the Company’s share premium account. If
approved by shareholders, and subsequently by the Court, this
will result in an increase of
the Company’s distributable reserves
and thereby provide greater flexibility to the Company in the
future to make purchases of its shares and other distributions to
shareholders, including the payment of dividends.
Please refer to the Directors’ Report on pages 39 to 42 for further
detail.
Update
Since 30 April 2025, the NAV total return has been +11.8%,
underperforming the index return of +12.0%. The share price has
returned 12.2% with the discount narrowing to 10.0%.
Outlook
After a prolonged period of uncertainty was capped off in
spectacular fashion by President Trump’s tariff announcements,
it is now possible to say that the worst appears to be behind us.
Tariff levels now appear to be clearer and many companies will
be able to work around them. Further sector by sector trade deals
are likely to emerge. It was always the case that China would wait
to see what the US would do before using up all of their firepower
to reflate their domestic property market and consumer sector.
The tariffs and trade uncertainty will cause economic slowdowns
this year but the scene is now set for recovery from 2026.
Domestic consumption growth in Asia combined with currency
appreciation would be a powerful combination. With a starting
point of attractive valuations, especially by comparison to world
markets, and in the knowledge that foreign investors have
historically low Asian weightings, the conditions for a new bull
market are nearly all in place. Invesco Asia Dragon offers investors
a yield of 4.5% based on the share price and a discount to NAV
of 10.0%, both at the time of writing. We offer an attractive
investment case and a strong corporate proposition just at the
time Asia might be hitting the sweet spot.
Neil
Rogan
Chairman
16 July 2025
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 9
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 10
11
How has the Company
performed in the year under
review?
The Company’s net asset value
grew by 2.8% (total return, in
sterling terms) over the twelve
months to 30 April 2025, which
compares to the benchmark MSCI AC Asia
ex Japan index total return of 3.9%.
The performance narrative for the period
was broadly positive, with Asian equity
markets enjoying positive momentum for
most of the period, supported by the start
of a global rate easing cycle, attractive
starting valuations and robust corporate
earnings.
However, it has not been plain sailing,
with Asian markets weakening initially in
response to the US election result, before
a China-led rebound to start the year on
the back of signs of improvement in
fundamentals and some excitement
related to progress in AI and robotics.
Then came ‘Liberation Day’, larger than
expected ‘reciprocal’ tariffs and a period
of heightened volatility for global financial
markets, and although there has been a
de-escalation on tariffs, investors continue
to face significant uncertainty in the
direction of US policy under the current
administration.
Against this backdrop, the portfolio
delivered a positive return, albeit behind
that of the benchmark index. Strong stock
selection across different countries and
sectors has helped compensate for the
impact of being overweight the two worst
performing markets in Asia, with Korea
and Indonesia both impacted by domestic
political headwinds. Meanwhile, a change
in market leadership meant the portfolio’s
tilts towards Singapore, Hong Kong and
China have contributed positively to
relative performance, as have
underweight positions in India and Taiwan.
Our approach continues to be guided by
valuations, with a focus on stock picking,
balance sheet strength, and maintaining a
well-diversified portfolio, rather than
trying to lean too heavily on specific
macro outcomes.
What have been the biggest
contributors to relative
performance?
Chinese and ASEAN internet
companies, and banks from
across South Asia. Tencent was
the biggest single contributor, supported
by a strong set of earnings results that
demonstrated the benefits of deploying
gen-AI tools in both its gaming and online
advertising businesses. Online game
developer NetEase and digital freight
company Full Truck Alliance
also made
significant contributions, with growing
market confidence that they can sustain
steady growth. ASEAN internet
companies delivered very strong returns,
A
Q
Q
A
Portfolio
Managers’ Report
Q&A
Portfolio Manager
Ian Hargreaves is the Co-Portfolio Manager
of Invesco Asia Dragon Trust plc (formerly
Invesco Asia Trust plc) and Co-Head of the
Asian & Emerging Markets Equities team at
Invesco which manages pan-Asian portfolios
and covers the entire Asian region. He has
led this team as Co-Head since 2018. He
started his investment career with Invesco
Asia Pacific in Hong Kong in 1994 as an
investment analyst where he was
responsible for coverage of Indonesia,
South Korea and the Indian sub-continent,
as well as managing several regional
institutional client accounts. Ian returned to
the UK to join Invesco’s Asian Equities team
in 2005, working on the portfolio as part of
the investment team. He was appointed as
joint Portfolio Manager in 2011 and
became the sole Portfolio Manager on
1 January 2015, up until the appointment
of Fiona Yang as Co-Portfolio Manager in
January 2022. Ian swapped roles with
Fiona effective 1 May 2024 and they
continue to work very closely together on
the Company’s portfolio.
Portfolio Manager
Fiona Yang is the lead Co-Portfolio
Manager of Invesco Asia Dragon Trust plc
(formerly Invesco Asia Trust plc) from
1 May 2024 following her appointment as
Co-Portfolio Manager in January 2022.
She is a member of the Henley-based
Asian & Emerging Markets Equities team,
currently based in Singapore. Fiona
started her career with Goldman Sachs in
July 2012 and became a member of their
Asian Equity sales team as a China
product specialist. She joined Invesco in
August 2017. Fiona is also the fund
manager on the Invesco Asian Equity
Income Fund (UK) and provides stock and
sector research covering the wider Asia
ex-Japan region with a focus on China H
and A share markets.
Asian performance by country
Past 12 months to 30 April 2025, total returns (US$, %)
Past performance does not predict future returns.
Source: Invesco, LSEG, price returns in US$ as at 30 April 2025.
–20
–15
–10
–5
0
5
10
15
20
25
30
35
Indonesia
Korea
Thailand
Philippines
India
Taiwan
Asia ex Japan
Hong Kong
Malaysia
China
Singapore
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 11
12
with Grab following Sea on a clear pathway towards profitability,
with the two companies offering attractive exposure to the
region’s most attractive consumer internet verticals (gaming,
e-commerce, fintech, ride hailing and food delivery). Chinese
noodle and beverage manufacturer Tingyi also added value,
benefitting from improved profitability and a downward
adjustment in the market risk premium for Chinese stocks.
In financials, Kasikornbank enjoyed a share price re-rating as
asset quality concerns eased and the market started to focus on
the prospect of this well capitalised Thai bank paying higher
dividends. Indian private banks added value, particularly HDFC
Bank on the back of better-than-expected earnings, while United
Overseas Bank in Singapore also outperformed.
And detractors?
Samsung Electronics was the biggest single detractor.
As we noted in our last report, the market was swift to
de-rate the shares last year amidst concerns over
operational issues at its semiconductor business, but the shares
have since found support, albeit close to trough valuation levels
below book value. It is still unclear how or when these problems
will be resolved, but the market is pricing in no near-term
resolution, which suggests to us a degree of asymmetry in the
balance of risk and reward. Its other businesses ar
e performing
reasonably well, and the company is using its very strong balance
sheet to buy back shares equivalent to 10 trillion won
(£5.7 billion) which represents 3.1% of its total market
capitalisation.
Meanwhile, LG Chemical has faced ongoing challenges in its
chemical business and a slowdown in EV battery demand, at the
same time as capital expenditure has remained high, which has
impacted profitability. A slowdown in India’s economy impacted
Delhivery’s supply chain solutions segment, a key revenue
contributor. Anglo American ended the period lower after its
board rejected BHP’s takeover offer, with restructuring plans
underway that we expect to unlock shareholder value.
Indonesian stocks were generally weak, particularly cement
manufacturer Semen Indonesia, Telkom Indonesia and PT Bank
Negara Indonesia Persero. Finally, IT services company EPAM
Systems de-rated as expectations grew that macro uncertainty
would delay a recovery in discretionary IT spending, although this
is more than reflected in the price, in our view.
How are you dealing with US tariffs and current
levels of uncertainty?
Trump’s partial climbdown on tariffs has settled markets,
but uncertainty remains high given the lack of visibility
and the erratic nature of policy making under the current
US administration. Tariffs remain in place higher than pre Trump
but at lower levels than first announced. While there has been
some downward revision to earnings expectations, there is scope
for further adjustment and a need to factor in a higher risk
premium given reduced visibility, particularly in more cyclical
sectors.
We have been very focussed on fundamentals, and speaking to
our portfolio companies to get their perspectives and better
understand how tariffs may impact their business strategy and
future earnings. No changes were made to the portfolio, which
overall has only limited exposure to exporters. Many of the
businesses that w
e invest in generate most of their earnings
domestically and have the benefit of a strong balance sheet. At
times like this, one is reminded of the benefit of having a portfolio
(ex-financials) that enjoys a net cash position in aggregate.
Whatever happens next, tariffs are a lose-lose proposition, but
Asian companies have been managing this risk for several years
now and intra-Asian emerging markets trade has been increasing
despite global trade stagnating. Good companies have been able
to find other markets to export to. Some companies may even
benefit if it means less competition from weaker players, and they
are better at reorganising their supply chains.
Have you any specific examples of how companies
have been affected?
MINTH is probably the best example, a Chinese auto
parts manufacturer in what was already a tough
industry. However, the company is well positioned and
could be a relative winner. It has already built local manufacturing
capability in the US and Europe, and its battery housing business
(the largest part of the orderbook) puts it on the right side of the
EV transition. MINTH’s biggest vulnerability is 25% revenue
exposure to foreign joint venture brands in China that are rapidly
losing market share. We feel the earnings uncertainty is already
more than reflected in the valuation, which appears attractive at
a forward price-earnings ratio of around 8x.
India appears to have less tariff sensitivity, are you
considering reducing your underweight position?
That’s the obvious trade. Markets like India and Indonesia
export much less to the US compared to other countries,
with economies that also have strong structural growth
potential. The Indian equity market is also less expensive than it
was after a patch of underperformance, with the economy having
gone through a soft patch, but we feel current valuation levels
are still relatively full and remain vulnerable to further downward
revisions to earnings expectations.
One area we have been monitoring is the Indian IT services
sector
, as macro uncertainty sees clients delay or cut
discretionary IT spending plans. Although valuations have pulled
back from higher levels, they still appear expensive relative to
history. Instead, we’ve been adding to EPAM Systems, a US-listed
peer with a significant Asian footprint, that has already de-rated
to what we consider to be a significant discount to fair value.
EPAM’s revenues are also less exposed to legacy technology than
the Indian companies, so it ought to be able to grow faster when
the recovery eventually happens.
Indonesia has been a tough market, why are you
overweight?
Investor sentiment has been negatively impacted by the
direction of policy under President Prabowo, who since
taking power in October has introduced a popular, but
costly, free school lunch policy and set up a holding company for
Indonesia’s State-Owned Enterprises (SOEs) called Danantara. He
has also loosened rules that limit the role of military personnel in
SOEs and questioned Indonesia’s policy of capping the fiscal
deficit at 3% of gross domestic product.
Unfortunately, this has coincided with a weak patch for
Indonesia’s economy, as post-Covid inflation has weighed on
lower income cohorts. However, the current account is close to
being in surplus, debt/GDP ratios are low, with an orthodox
monetary policy and limited signs of excess. So, when we look at
the valuation of the Indonesian market, which on a price to book
basis, is as lowly rated as at any time since the end of the Asian
Financial Crisis, we are left asking ourselves whether the market
is pricing the risks correctly, or is there an opportunity being
created by investors’ fears?
Q
A
Q
A
A
Q
Q
A
Q
A
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 12
13
MSCI Indonesia, Price-to-book ratio
Source: Bloomberg, Invesco as at 30 April 2025.
Domestic political risk has risen as economic growth has slowed,
and the risks appear greater than they were a few years ago.
However, we believe the economy is resilient enough to cope with
likely headwinds from domestic policy making, and many of these
risks already appear to have been priced by the market. Earnings
growth is unlikely to be particularly strong, but that is already
more than reflected in ‘crisis’ valuations, while our banks and
telecom holdings have very attractive dividend yields of 7-9%. All
that’s lacking is an obvious catalyst for positive earnings revisions.
So, we have increased our overweight position, selectively adding
to existing holdings as well as introducing Bank Rakyat Indonesia
(BRI), one of the country’s leading banks, which specialises in
microlending. BRI’s micro lending business has high entry barriers
and consequently generates high returns on equity. The bank is
extremely well capitalised with a common equity tier one ratio of
25%, so is well positioned to weather adverse economic
conditions. The stock trades on 1.9x price to book with an 8%
dividend yield.
Are there any other changes to positioning worth
flagging?
The portfolio continues to have modest overweight
positions in Hong Kong & China, where we have remained
active. Earlier in the period there was a shift away from
companies that had sensitivity to the downward trend in property
completions in favour of undervalued companies where we have
greater conviction that earnings could surprise positively. In the
second half, we continued to add to Sands China and hotel
operator H World, while also introducing Sany Heavy Industry
(the largest construction machinery manufacturer in China) and
Shenzhen Mindray Bio-Medical, both of which are domestically
listed ‘A’ shares. In turn, we sold Hansoh Pharmaceutical with
the share price appearing close to fair value after a period of
outperformance.
In South Korea, we have taken advantage of recent market
weakness to add to existing holdings we felt were attractively
valued, and introduced Samsung E&A, an engineering and
construction company involved in hydrocarbon and new energy
projects in the Middle East, as well as building infrastructure for
the Samsung Group. We also sold Hyundai Motor, which
significantly outperformed as the discount which the
2nd Preference shares trade at relative to the ordinary share class
narrowed. In turn, we introduced auto-parts and after-service
provider Hyundai Mobis, where there is scope for a margin
recovery to support a share price re-rating.
Finally, we sold: the last of our small holding in Vietnamese steel
producer Hoa Phat; and Australian holding QBE Insurance,
another strong performer in recent years that had reached what
we considered to be fair value.
Any final thoughts?
Irrespective of current macro uncertainty, Asia is home
to some of the most exciting investment opportunities in
the world and provides diversification benefits for
investors with a global remit. In North Asia, you can find world
leading manufacturing and technology companies, supply chains
for AI and renewable energy technologies that play an important
role in global trade and the energy transition. China, India and
Southeast Asia are hotbeds of growth in consumer demand, with
innovative internet and e-commer
ce businesses. Exposure to
rising incomes and a growing middle class is also accessible
through well capitalised financials across the region.
Asian equities currently offer double-digit earnings growth, with
reasonable valuation levels across much of the universe.
However, the asset class continues to trade at a significant
discount to global equities, particularly the US market.
Furthermore, Asian currencies have started to strengthen relative
to the US dollar, which remains overvalued against most
currencies, with the performance of Asian equity markets having
historically tended to benefit from a weakening US dollar trend.
This continues to be fertile ground for active stock pickers, with
significant valuation disparity across Asian markets, and genuine
improvements in shareholder return policies.
Whilst we remain mindful of geopolitical risks and the uncertainty
that may come with the Trump administration’s pursuit of
protectionist policies, Asian corporates have healthy balance
sheets and competitive advantages which could make them more
resilient than what is being implied in valuations. Moreover, if
specific channels of global trade are forced to reconfigure away
from China, other Asian countries could benefit, which would
likely see further growth in intra-Asian trade.
Fiona Yang & Ian Hargreaves
Portfolio Managers
16 July 2025
Q
A
Q
A
0
1
2
3
4
5
6
Apr-25Apr-22Apr-19Apr-16Apr-13Apr-10Apr-07Apr-04Apr-01Apr-98
MSCI Indonesia Price to book ratio of 2.01 as at 30 April 2025
Apr-95
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 13
14
A recap of our approach to ESG
We feel that ESG considerations matter because they affect a
company’s business prospects and risk profile, its fair value, and
expected future returns. As such, they form an integral part of
our investment process, helping us better evaluate new
opportunities and manage portfolio risk. To make better
investment decisions and act with greater conviction we focus on
establishing the materiality of ESG issues, to ascertain whether a
company’s share price is overly discounted, or not.
We also recognise that as active managers, we have a unique
ability to influence change and promote best practices by
engaging with companies, with an eye to enhancing the value of
our investments over time. Improved ESG credentials can help
drive a business’s growth prospects, which we need to be alert
to. We strongly believe that actively integrating ESG
considerations in this way and engaging directly with companies,
lead to better client outcomes.
Engagement example – Tencent
Tencent, a Chinese internet and media conglomerate, offers
services in gaming, video entertainment, online advertising,
fintech, and cloud solutions. It also operates WeChat, China’s
largest messaging app.
In 2022, a Sustainalytics assessment c
oncluded that the company
had become non-compliant with one of the ten United Nations
Global Compact (UNGC) Principles – namely Principle 2 on Human
Rights (businesses should mak
e sure that they are not complicit
in human rights abuses). Tencent had been accused of engaging
in systemic censorship on WeChat targeting topics like criticism
of the Chinese government and calls for human rights
recognition.
At the time we felt that Tencent, in our engagements with the
company, came across as an ESG leader among Asian internet
companies. While there is subjectivity in determining whether
complying with various countries’ regulations, including China’s,
constitutes human rights abuses, we concluded at the time that
it did not. Aside from content censorship and data privacy, we
also highlighted board composition and carbon emissions as
material ESG issues.
Our most recent engagement with Tencent followed on from our
discussion on the company’s status and efforts to comply with
the 10 Principles from the UNGC. Since we started the
conversation back in 2022, the company has become a
participant of the UNGC and reports on its progress every year in
July. We did note that the company’s reporting standard for the
UNGC progress is lower than peers such as Baidu – which is
something we feel they can improve on. As of January 2025,
Tencent is still assessed b
y Sustainalytics as being non-compliant
to UNGC Principle 2. However, there is rationale for Invesco’s
disagreement with Sustainalytics’ assessment, including what w
e
felt to be selective targeting of Chinese companies while ignoring
the wider sector, the use of a one-dimensional view of sources,
and subjective judgements on what is considered censorship that
violates human rights.
Invesco will continue to monitor the controversies related to
human rights (data privacy) and the company’s future UNGC
reporting.
Update on the portfolio’s climate
credentials
Climate change continues to be a strategic priority for Invesco,
with a commitment to the Net Zero Asset Managers initiative. As
can be seen from the chart below, the portfolio’s carbon intensity
remains below that of the benchmark index. Encouragingly, we
have seen more net zero commitments from Asian companies,
suggesting this portfolio’s carbon intensity can continue to trend
lower.
Invesco Asia Dragon Trust (formerly
Invesco Asia Trust) – Carbon time series
ISS Scope 1+2 Emissions
Source: ISS as at 30 April 2025.
Portfolio Holdings as of date: Invesco Asia Dragon Trust May 2020 through to April 2025.
Benchmark Holdings as of Date: MSCI AC Asia ex Japan May 2020 through April 2025.
* Metric tons of carbon dioxide equivalents CO
2
e.
As at 30 April 2025, the portfolio had investments in 57 different
companies, of which 36 have already made a commitment to Net
Zero Alignment (NZA), representing c.68% of the portfolio by
weight. Twelve months ago, the equivalent numbers were:
32/58 companies, representing c.70% of portfolio.
This process is still at a relatively early stage, and those
committed to aligning but not yet actively doing so all have
sustainability reports that cover carbon emissions reduction
plans, so full alignment feels like the next logical step. For those
companies yet to commit, we continue to enquire as to their
plans, encouraging them to make a commitment and adopt a NZA
target.
The level of engagement that Asian companies are having with
investors such as ourselves suggests that we’re likely to see an
increase in the proportion of companies having made a net zero
commitment over the next 3-5 years. However, different
countries are at different stages in moving towards NZA, and we
do not expect progress to be smooth.
MSCI All Country Asia Ex-Japan
Invesco Asia Dragon Trust
2
4
6
8
10
Million*
Apr-25
Nov-24
May-24
Nov-23
May-23
Nov-22
May-22
Nov-21
May-21
Nov-20
May-20
The Manager’s ESG
Monitoring and Engagement
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 14
15
Representation of women on company
boards
As part of our engagement with companies, we will also consider
the representation of women on their board. It is important to
Invesco that women are represented on the boards of the
companies we hold for reasons including company performance,
diversity of thought and better reflection of the demographic of
customers. As of 30 April 2025, data for the number of women
on their boards was made available by 56 of the 57 companies
in the portfolio. The average percentage of women on boards was
c.22% – an increase from last year. Seven of the 57 companies
had no women represented on their board. Twelve months ago,
the average percentage of women on boards was c.21% for the
50 of 56 companies with data available, eight companies had no
women on their board. We encourage companies to increase their
representation through our engagement meetings.
Update on Company Voting
The table below provides a summary of our shareholder voting
record. We review AGM and EGM proposals taking into account
our own knowledge of the companies in which the portfolio is
invested, as well as the comments and recommendations of
Institutional Shareholder Services (ISS) and Glass Lewis. On
occasions when we encounter situations of controversy, or
observe differing views between these consultants, we will draw
on the deep expertise of our internal ESG team for advice.
Sometimes we will follow the recommendations made by ISS and
Glass Lewis, but there will be times where we disagree with the
stance being taken. Finally, it is worth noting that a vote in line
with management recommendations should not be seen as
evidence of a lack of challenge on our part, but rather that the
governance of the companies in which we are invested is already
good and worthy of support.
Invesco Asia Dragon Trust plc – 1 May 2024 and 30 April 2025
Category Total Number of ballots Total %
Ballots Voted 65 98.48
Ballots Against Management recommendations 29 44.61
Ballots Against ISS recommendations 15 23.07
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Insight into Invesco’s ESG Framework
The Henley based Invesco Asia & Emerging Markets equities
team, of which the Portfolio Managers are a part, incorporates
ESG considerations in its investment process as part of the
evaluation of new primary and secondary market
opportunities, with identified ESG concerns feeding into the
final investment decision and assessment o
f fair value. The
Manager’s proprietary approach to integrating ESG can be
described by (1) illustrating the relationship between share
prices and what they consider to be the company’s ‘right’ fair
value and (2) by providing examples of how ESG is quantified
before making investment decisions. Finally, (3) active
ownership means engaging with companies to enhance client
outcomes and measuring engagement impact where possible.
(1) Establishing the ‘right’ fair value
Exhibit 1 below illustrates the relationship between share
prices and fair value – with the gap between the two
representing the potential mis-pricing.
The team typically make investments when a company’s
shares are trading at a significant discount to their estimate
of fair value (near the green dots in the chart). Typically, they
would expect the share price to revert towards fair value within
a 3-5 year period (near the red dots), at which point, they
would sell or have sold the shares for better opportunities
elsewhere.
In other words, the team buy when the shares are expected to
return in excess of 10% p.a. (slope from green dots to red dots
(i.e. fair value)) and sell when a stock offers at best only
mid-single digit returns p.a. (represented by the slope of the fair
value band), similar to what the wider market has historically
achieved. Whilst schematised, it is conceptually useful.
The team point to four cases in this chart (represented by the
numbered squares) which highlight the merits of integrating
material ESG information to establish the ‘right’ fair value
estimate. The team expect to make better investment
decisions and with greater conviction if they:
Establish that ESG issues are truly overly
discounted - to avoid missing out on opportunities
Account for ESG credentials which lead to better
business prospects – to avoid selling too early
1
2
Appreciate the true materiality of a company’s ESG
issues or credentials – to avoid overpaying
Actively exploit our ability to engage with
companies on ESG issues – to improve their ESG
credentials
Through these cases, the Manager is demonstrating the
benefits of actively integrating E
SG aspects to better assess
the true financial opportunity alongside the sustainability
outcome. Client outcomes are greatly improved if negative
exclusions (e.g. coal-related company), positive inclusions
(e.g. EV-related company), and impact investments (defined
as investments intended to generate a positive social or
environmental impact – e.g. wind turbines company) are active
decisions supported by a valuation framework.
The team’s primary goal is to outperform the market by
investing in companies where the fundamentals are under
appreciated by the market. This integrated investment
approach allows them to reduce risk by correctly discounting
the value of companies with negative ESG characteristics while
appreciating the benefits of positive ESG momentum in their
estimates. Promoting positive change through engagement is
increasingly driving positive sustainability outcomes.
(2) How it works in practice: ESG is quantified
prior to making investment decisions
Firstly, the team evaluate companies based on the total return
they can generate over their 3-5 year investment horizon
(preferably >10% p.a.) and use their own fundamental analysis
to estimate the three components of total return, namely:
•
Future business growth (expressed as Earnings Per Share
(‘EPS’) growth below)
•
The fair valuation multiple (leading to a projected re-rating
or de-rating)
•
Future dividends expressed as a yield
To some degree, all businesses ha
ve ESG issues to contend
with but not all will be material enough to affect the team’s
bottom-up estimates. In some cases, areas of concern or
opportunity can be singled out and a discount or premium to
estimates can be applied to account for the materiality. ESG
issues are rarely static or binary and often involve trade-offs
that constantly shift, so adopting a flexible, dynamic
4
3
Exhibit 1: The investment lifecycle and the potential effects of ESG on fair value
4
Value
Time
SELL
Fair value
(mid-single digit CAGR*)
BUY
Significant discount to fair
value (>10% CAGR*)
Share price
We look to buy companies trading
at a significant discount to our
estimate of fair value
…and ESG factors can influence
both the share price and, if material,
a company’s fair value
2
1
Real
discount?
Better
prospects?
Material
risk?
3
Positive
Engagement
Source: Invesco. For illustrative purposes only. *>10% Compound Annual Growth Rate (CAGR) is considered to be attractive over a 3-5 year period as it is well
above the mid-single digit CAGR returns (~5-7%) historically delivered by the market as a whole – and a return expectation at the stock level which we would
consider to be ‘fair value’. ESG considerations have scope to increase or decrease a company’s fair value band and thus a stock’
s attractiveness (a higher discount
to fair value implies a higher potential CAGR). Whilst the fund manager considers ESG aspects they are not bound by any specific E
SG criteria and have the
flexibility to invest across the ESG spectrum from best to worst in class.
•
Refers to the potential effects of ESG on our estimate of fair value –numbers refer to
the text on this and the next page.
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 16
17
framework that is based on judgement rather than solely on
external ratings is considered hugely beneficial.
For example, a steel producer aligned to sustainability goals
may warrant a higher valuation multiple relative to its sector
peers, but one’s fundamental analysis should also account for
the potentially higher costs involved (i.e. water recycling, etc)
and investment required (i.e. hydrogen-based capex) to meet
that challenge.
The team amalgamate all their fundamental work into a
proprietary company shortlist as shown below. It ranks the
hundred or so candidate companies by total return,
highlighting the three components of return mentioned
previously. The dynamic framework means that a stock’s
attractiveness is continuously reassessed and ranked as share
prices and fundamentals change. The team will look to drop
stocks that no longer meet their total return threshold. In
some cases, this may be caused by changing views about a
company’s ESG credentials – considerable time and effort is
spent generating potential new ideas to replace these.
One of the major advantages of this framework is that it allows
the team to compare stocks in different sectors, geographies,
themes, and with different ESG credentials as well as allowing
team members to challenge the assumptions made.
Investment decisions are ultimately based on judgement. Once
the fair value estimate has been established incorporating ESG
considerations, the team’s conviction levels in those estimates
and other considerations such as liquidity, downside protection
and portfolio construction, combine to form a holistic view of
an investment opportunity.
(3) Monitoring and engagement
Along with the day-to-day integration of ESG as part of the
team’s fundamental analysis, ESG information is formally
raised during semi-annual reviews with the ESG team. Stocks
with poor overall ratings are flagged and undergo rigorous
analysis to understand the underlying issues. Although the
poor rating of certain stocks such as cement companies or
steel producers does not come as a surprise to the investment
team, an important part of the risk management process is to
apply greater scrutiny to stocks which negatively affect the
overall ESG rating of the portfolio. Issues raised by external
rating providers need to be appr
opriately assessed.
Incorporating their own views about flagged ESG issues is a
key part of establishing a company’s fair value and helps to
build conviction in ideas that go against consensus views.
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 17
Market
Value % of
Company Sector
†
Country £’000 Portfolio
Taiwan Semiconductor Semiconductors and Semiconductor Equipment Taiwan 71,612 9.3
Manufacturing
Tencent
R
Media and Entertainment China 57,939 7.5
Samsung Electronics Technology Hardware and Equipment South Korea
– ordinary shares 29,797 3.9
– preference shares
17,407 2.2
47,204 6.1
HDFC Bank Banks India 45,458 5.9
AIA Insurance Hong Kong 29,375 3.8
Kasikornbank
F
Banks Thailand 28,507 3.7
NetEase
R
Media and Entertainment China 27,963 3.6
Alibaba
R
Consumer Discretionary Distribution and Retail China 25,931 3.3
Shriram Finance Financial Services India 18,870 2.4
United Overseas Bank Banks Singapore 18,694 2.4
Top Ten Holdings 371,553 48.0
Full Truck Alliance – ADS Transportation China 17,820 2.3
Grab Transportation Singapore 17,524 2.3
Anglo American Materials United Kingdom 15,399 2.0
ENN Energy
R
Utilities China 14,591 1.9
JD.com
R
Consumer Discretionary Distribution and Retail China 14,477 1.9
ICICI Bank – ADR Banks India 14,277 1.8
China Resources Beer Food, Beverage and Tobacco Hong Kong 13,921 1.8
H World
R
Consumer Services China
– ordinary shares 7,004 0.9
– ADR 6,812 0.9
13,816 1.8
Samsung Fire & Marine Insurance South Korea 13,725 1.8
Wuliangye
A
Food, Beverage and Tobacco China 12,928 1.7
Top Twenty Holdings 520,031 67.3
Yageo Technology Hardware and Equipment Taiwan 12,915 1.7
CK Asset Real Estate Management and Development Hong Kong 12,507 1.6
Yili
A
Food, Beverage and Tobacco China 12,301 1.6
Largan Precision Technology Hardware and Equipment Taiwan 12,182 1.6
Bank Rakyat Banks Indonesia 12,111 1.6
Sands China Consumer Services Hong Kong 11,385 1.5
Astra International Capital Goods Indonesia 10,976 1.4
Hyundai Mobis Automobiles and Components South Korea 10,828 1.4
Naver Media and Entertainment South Korea 10,546 1.3
MediaTek Semiconductors and Semiconductor Equipment Taiwan 9,839 1.3
Top Thirty Holdings 635,621 82.3
Investments in Order
of Valuation
AT 30 APRIL 2025
Ordinary shares unless stated otherwise
† The sector group is based on MSCI and Standard & Poor’s Global Industry Classification Standard.
18
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 18
Investments in Order
of Valuation
AT 30 APRIL 2025
Ordinary shares unless stated otherwise
† The sector group is based on MSCI and Standard & Poor’s Global Industry Classification Standard.
19
Link REIT Equity Real Estate Investment Trusts (REITs) Hong Kong 9,471 1.2
PT Bank Negara Indonesia Banks Indonesia 8,570 1.1
Persero
Telkom Indonesia Telecommunication Services Indonesia 8,482 1.1
Vinamilk Food, Beverage and Tobacco Vietnam 7,795 1.0
Delhivery Transportation India 7,679 1.0
Woodside Energy Energy Australia 7,182 0.9
Sany Heavy Industry
A
Capital Goods China 6,634 0.9
KB Financial Banks South Korea 6,587 0.9
PDD Holdings – ADS Consumer Discretionary Distribution and Retail Ireland 6,587 0.9
Power Grid Utilities India 6,497 0.8
Top Forty Holdings 711,105 92.1
Samsung E&A Capital Goods South Korea 5,991 0.8
LG Chemical Materials South Korea 5,814 0.7
Uni-President Food, Beverage and Tobacco Taiwan 5,365 0.7
EPAM Systems Software and Services United States 5,332 0.7
LG Household & Health Care Household and Personal Products South Korea 5,168 0.7
Shenzhen Mindray Health Care Equipment and Services China 5,029 0.6
Bio-Medical
A
Tingyi
R
Food, Beverage and Tobacco China 3,756 0.5
Beijing Capital International Transportation China 3,700 0.5
Airport
H
SK Hynix Semiconductors and Semiconductor Equipment South Korea 3,666 0.5
Semen Indonesia Materials Indonesia 3,607 0.5
Top Fifty Holdings 758,533 98.3
Tencent Music Entertainment Media and Entertainment China 3,574 0.4
– ADS
MINTH Automobiles and Components Hong Kong 3,143 0.4
Sea – ADS Media and Entertainment Singapore 2,341 0.3
Shenzhen Transsion
A
Technology Hardware and Equipment China 2,271 0.3
Dyno Nobel Chemicals Australia 1,290 0.2
China MeiDong Auto
R
Consumer Discretionary Distribution and Retail China 1,043 0.1
Lime Co
UQ
Capital Goods South Korea 34 –
Total Holdings 57 (2024: 58) 772,229 100.0
A: A-shares – shares that are denominated in Renminbi and traded on the Shanghai and Shenzhen stock exchanges.
ADR/ADS: American Depositary Receipts/Shares – are certificates that represent shares in the relevant stock and are issued by a US bank. They are denominated and pay dividends in
US dollars.
F: F-Shares – shares issued by companies incorporated in Thailand that are available to foreign investors only. Thai laws have imposed restrictions on f
oreign ownership of Thai
companies so there is a pre-determined limit of these shares. Voting rights are retained with these shares.
H: H-Shares – shares issued by companies incorporated in the People’s Republic of China (‘PRC’) and listed on the Hong Kong Stock Exchange.
R: Red Chip Holdings – holdings in companies incorporated outside the PRC, listed on the Hong Kong Stock Exchange, and controlled by PRC entities by w
ay of direct or indirect
shareholding and/or representation on the board.
UQ: Unquoted investment.
Market
Value % of
Company Sector† Country £’000 Portfolio
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 19
Classification of Investments
by Country/Sector
Australia
Chemicals 1,290 0.2 – –
Energy 7,182 0.9 – –
Insurance – – 1,970 0.8
Materials – – 1,721 0.7
8,472 1.1 3,691 1.5
China
Capital Goods 6,634 0.9 – –
Consumer Discretionary Distribution and Retail 41,451 5.3 14,111 5.7
Consumer Durables and Apparel – – 5,912 2.4
Consumer Services 13,816 1.8 1,199 0.5
Food, Beverage and Tobacco 28,985 3.8 10,945 4.3
Health Care Equipment and Services 5,029 0.6 – –
Insurance – – 2,070 0.8
Media and Entertainment 89,476 11.5 23,524 9.3
Pharmaceuticals, Biotechnology and Life Sciences – – 3,371 1.3
Technology Hardware and Equipment 2,271 0.3 – –
Transportation 21,520 2.8 6,993 2.8
Utilities 14,591 1.9 2,981 1.2
223,773 28.9 71,106 28.3
Hong Kong
Automobiles and Components 3,143 0.4 3,337 1.3
Consumer Durables and Apparel – – 2,186 0.9
Consumer Services 11,385 1.5 – –
Equity Real Estate Investment Trusts (REITs) 9,471 1.2 3,469 1.4
Food, Beverage and Tobacco 13,921 1.8 1,735 0.7
Insurance 29,375 3.8 9,600 3.8
Real Estate Management and Development 12,507 1.6 4,746 1.9
79,802 10.3 25,073 10.0
India
Banks 59,735 7.7 15,598 6.2
Financial Services 18,870 2.4 5,760 2.3
Transportation 7,679 1.0 3,751 1.5
Utilities 6,497 0.8 1,737 0.7
92,781 11.9 26,846 10.7
Indonesia
Banks 20,681 2.7 3,154 1.3
Capital Goods 10,976 1.4 2,942 1.2
Materials 3,607 0.5 2,320 0.9
Telecommunication Services 8,482 1.1 1,916 0.7
43,746 5.7 10,332 4.1
Ireland
Consumer Discretionary Distribution & Retail 6,587 0.9 – –
Money Market Fund – – 1,494 0.6
6,587 0.9 1,494 0.6
2025 2024
Market Value % of Market Value % of
£’000 Portfolio £’000 Portfolio
AT 30 APRIL
20
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 20
Classification of Investments
by Country/Sector
AT 30 APRIL
21
Singapore
Banks 18,694 2.4 5,407 2.2
Media and Entertainment 2,341 0.3 2,756 1.1
Transportation 17,524 2.3 3,810 1.5
38,559 5.0 11,973 4.8
South Korea
Automobiles and Components 10,828 1.4 2,532 1.0
Banks 6,587 0.9 2,631 1.0
Capital Goods 6,025 0.8 37 –
Household and Personal Products 5,168 0.7 1,572 0.6
Insurance 13,725 1.8 5,399 2.1
Materials 5,814 0.7 3,776 1.5
Media and Entertainment 10,546 1.3 – –
Semiconductors and Semiconductor Equipment 3,666 0.5 6,045 2.4
Technology Hardware and Equipment 47,204 6.1 19,021 7.6
109,563 14.2 41,013 16.2
Switzerland
Consumer Durables and Apparel – – 2,845 1.1
– – 2,845 1.1
Taiwan
Food, Beverage and Tobacco 5,365 0.7 1,724 0.7
Semiconductors and Semiconductor Equipment 81,451 10.6 26,198 10.4
Technology Hardware and Equipment 25,097 3.3 10,668 4.2
111,913 14.6 38,590 15.3
Thailand
Banks 28,507 3.7 6,994 2.8
28,507 3.7 6,994 2.8
United Kingdom
Materials 15,399 2.0 6,171 2.5
15,399 2.0 6,171 2.5
United States
Software & Services 5,332 0.7 – –
5,332 0.7 – –
Vietnam
Food, Beverage and Tobacco 7,795 1.0 2,908 1.2
Materials – – 2,211 0.9
7,795 1.0 5,119 2.1
Tot al 772,229 100.0 251,247 100.0
2025 2024
Market Value % of Market Value % of
£’000 Portfolio £’000 Portfolio
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 21
Top 10 holdings (%)
l
Company
l
Index
l
Active – represents the over/(under)weight of the holding in the portfolio relative to the benchmark index.
Taiwan Semiconductor Manufacturing (‘TSMC’) is the largest
semiconductor foundry in the world and has consistently been
the preferred choice for semiconductor companies looking to
outsource manufacturing.
Tencent is the largest internet media company in China, with the
most popular social network and the largest market share of
internet gaming revenue.
Samsung Electronics is a leading manufacturer of consumer
and industrial electronic equipment.
HDFC Bank is the pioneer and leader in retail-mortgage financing
in India. Through its subsidiaries and joint ventures‚ the company
also enjoys a strong presence in other financial-services segments
including banking, insurance and asset management.
AIA is a pan-Asian insurance company that is well positioned to
benefit from the long-term structural growth potential in the life
insurance market.
Kasikornbank (‘KBank’) has been providing banking services in
Thailand since 1945. Formerly known as the Thai Farmers Bank
it is the country’s leading lender to small and medium sized
enterprises.
NetEase is a Chinese games developer, it develops and operates
some of China’s most popular PC and mobile games.
Alibaba is the leading Chinese e-commerce operator and has a
dominant position in potential growth areas including cloud
computing, online finance and new retail.
Shriram Finance is an Indian financial services company, providing
loan services for cars, c
ommercial vehicles businesses and gold
loan services.
United Overseas Bank (“UOB”) is a Singaporean bank with a
strong regional footprint across Southeast Asia. It offers a range
of retail, corporate and private banking services.
7.5
5.7
1.8
5.9
1.9
4.0
2.4
0.1
2.3
3.8
1.2
2.6
9.3
10.1
–0.8
3.3
3.5
–0.2
6.1
3.1
3.0
3.6
0.6
3.0
3.7
0.0
3.7
2.4
0.5
1.9
22
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 22
23
Country over/underweights (%)
As at 30 April 2025 12 month Country weighting change
Company Index Active
Indonesia 5.67 1.43 4.24
South Korea 14.19 10.66 3.53
Thailand 3.69 1.42 2.27
United Kingdom 1.99 0.00 1.99
Australia 1.10 0.00 1.10
Vietnam 1.01 0.00 1.01
Singapore 4.99 4.11 0.88
Ireland 0.85 0.00 0.85
China & Hong Kong 39.31 38.60 0.71
United States 0.69 0.04 0.65
Macau 0.00 0.18 –0.18
Philippines 0.00 0.59 –0.59
Malaysia 0.00 1.59 –1.59
Taiwan 14.49 19.42 –4.93
India 12.02
21.96 –9.94
+1.56 Indonesia
+1.33 India
+1.03 China & Hong Kong
+0.91 Thailand
+0.69 United States
+0.26 Ireland
+0.22 Singapore
–0.00 Malaysia
–0.00 Philippines
–0.37 Australia
–0.47 United Kingdom
–0.87 Taiwan
–1.03 Vietnam
–1.13 Switzerland
–2.13 South Korea
–0.00 Macau
-4 -3 -2 -1 0 1 2 3 45678–2.5 –2.0 –1.5 –1.0 –0.5 0.0 0.5 1.0 1.5 2.0
12 month Sector weighting change
Sector over/underweights (%)
As at 30 April 2025
Company Index Active
Consumer Staples 7.93 3.93 4.00
Communication
Services 14.36 11.14 3.22
Financials 25.40 22.64 2.76
Industrials 9.11 7.33 1.78
Real Estate 2.85 2.25 0.60
Utilities 2.73 2.63 0.10
Materials 3.38 3.64 –0.26
Energy 0.93 3.26 –2.33
Health Care 0.65 3.60 –2.95
Information
Technology 21.37 24.69 –3.32
Consumer
Discretionary 11.29 14.89 –3.60
+3.14 Communication Services
+2.13 Industrials
+1.49 Financials
+0.93 Energy
+0.85 Utilities
+0.42 Consumer Staples
–0.42 Real Estate
–0.69 Health Care
–1.50 Consumer Discretionary
–3.07 Materials
–3.28 Information Technology
–4 –3 –2 –1 0 1 2 3 4
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 23
Invesco Asia Dragon Trust plc is an investment
company and its investment objective is set out
below. The strategy the Board follows to achieve
that objective is to set investment policy and risk
guidelines, together with investment limits, and
to monitor how they are applied. These are also
set out below and have been approved by
shareholders.
The Company’s purpose is to provide shareholders with long-term
capital growth and income by investing in a diversified portfolio
of Asian and Australasian companies. The business model the
Company has adopted to achieve its investment objective has
been to contract out investment management and administration
to appropriate external service providers, which are overseen by
the Board. The principal service provider is Invesco Fund
Managers Limited, which throughout this report is referred to as
‘the Manager’. Invesco Asset Management Limited, an associate
company of the Manager, manages the Company’s investments
and acts as Company Secretary under delegated authority from
the Manager.
The Manager provides company secretarial, marketing and
general administration services including accounting and
manages the portfolio in accordance with the Board’s strategy.
Fiona Yang and Ian Hargreaves are the Co-Portfolio Managers
responsible for the day-to-day management of the portfolio.
The Company also has contractual arrangements with MUFG
Corporate Markets (formerly known as Link Group) to act as
registrar and the Bank of New York Mellon (International) Limited
(‘BNYMIL’) as depositary and custodian.
Investment Objective
The Company’s objective is to provide long-term capital growth
and income by investing in a diversified portfolio of Asian and
Australasian companies. The Company aims to achieve growth in
its net asset value (‘NAV’) total return in excess of the Benchmark
Index, the MSCI AC Asia ex Japan Index (total return, net of
withholding tax, in sterling terms).
Investment Policy
The Company invests primarily in the equity securities of
companies listed on the stock markets of Asia (ex Japan)
including Australasia. It may also invest in unquoted securities up
to 10% of the value of the Company’s gross assets, and in
warrants and options when it is considered the most economical
means of achieving exposure to an asset.
The Company is actively managed and the Manager has broad
discretion to invest the Company’s assets to achieve its
investment objective. The Manager seeks to ensure that the
portfolio is appropriately diversified having regard to individual
stock weightings and the geographic and sector composition of
the portfolio.
Investment Limits
The Board has prescribed limits on the investment policy,
including:
– exposure to any one company may not exceed 15% of total
assets;
– exposure to group-related companies may not exceed 15%
of total assets;
– the Company may not invest more than 10% of total assets
in any one listed closed-ended investment fund including
ETFs;
– the Company may not invest more than 10% in aggregate
in unquoted investments;
– the Company may invest in warrants and options up to a
maximum of 10% of total assets. Apart from these and
currency hedges, other derivative instruments are not
permitted; and
– the Company may use borrowings up to 25% of net assets.
With the exception of borrowings in foreign currency, the
Company does not normally hedge its currency positions but may
do so if considered appropriate.
All the above limits are applied at the time of acquisition, except
gearing which is monitored on a daily basis.
Borrowing and Debt
The Company’s borrowing policy is determined by the Board. The
level of borrowing may be varied in accordance with the Portfolio
Managers’ assessment o
f risk and reward, subject to the overall
limit of 25% of net assets and the availability of suitable finance.
In normal market conditions, the level of borrowing is expected
generally to be no more than 15% of net assets.
Performance and Key Performance
Indicators
The Board reviews performance by reference to a number of Key
Performance Indicators which include the following:
• the NAV and share price;
• peer group performance;
• discount;
• dividend; and
• ongoing charges ratio.
A chart showing the total return NAV and share price
performance compared to the Company’s benchmark index can
be found on page 6.
Peer group performance is monitored in relation to five
investment trusts in the Asia Pacific Equity Income sector and
four investment trust companies in the Asia Pacific sector that in
the opinion of the Board form the nine companies in the bespoke
peer group of the Company. These are trusts that invest for
growth and income in the Asia excluding Japan sector, as these
most closely match the Company’s investment objective and
capital structure. As at 30 April 2025, in total return NAV terms
Purpose, Business Model and Strategy
Business
Review
24
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 24
25
the Company was ranked second over one year, third over
three years and third over five years (source: Association of
Investment Companies).
The discount of the shares is monitored on a daily basis. During
the year the shares traded at a discount to NAV in a range of
7.0% to 15.7% with an average discount of 11.2%. The graph
below, plots the discount over the two years to 30 April 2025.
At the year end, the discount to the NAV stood at 10.2%.
The Board considers it desirable that the Company’s shares do
not trade at a significant discount to NAV and believes that, in
normal market conditions, the shares should trade at a price
which on average represents a discount not more than 10% of
NAV on a cum ≠income basis. To enable the Board to take action
to deal with any material overhang of shares in the market it
seeks authority from shareholders annually to buy back shares.
Shares may be repurchased when, in the opinion of the Board,
the discount is wider than desired and shares are available in the
market. The Board considers that the repurchase of shares at a
discount will enhance net asset value for remaining shareholders
and may also assist in addressing the imbalance between the
supply of and demand for the Company’s shares and thereby
reduce the scale and volatility of the discount at which the shares
trade in relation to the underlying net asset value.
Discounts across the whole investment trust sector, not just Asian
trusts, remain elevated and the average discount of the share
price to net asset value was higher than the Board’s tolerance at
11.2%. The Board undertook a buyback programme during the
year and as at 30 April 2025, a total of 3,675,000 shares had
been repurchased into treasury.
The ten year record for dividends can be found on page 6, and
the ongoing charges ratio for the last two years on page 88.
Results and Dividend
For the year ended 30 April 2025 the NAV total return was 2.8%
compared to the total return on the benchmark index of 3.9%.
The Portfolio Managers’ Report on pages 11 to
13 reviews the
results.
Prior to implementation of the combination with Asia Dragon
Trust plc the dividend policy aimed to pay in two equal instalments
in November and April in each year, in the absence of unforeseen
circumstances, a regular aggregate annual dividend equal to
approximately 4.0% of NAV, calculated by reference to the NAV
on the last business day of September.
Following implementation of the combination the Company
maintained its current policy of paying an aggregate annual
dividend equal to approximately 4.0% of its NAV, but increased
the frequency of its dividend payments to a quarterly basis
(i.e. approximately 1.0% every three months), with payments to
be made in January, April, July and October of each year.
In addition, and with effect from 1 May 2025, the date was
set at the last business day of April for the NAV by reference to
which the four quarterly payments of 1% would be calculated,
commencing on 30 April 2025. Dividends can be paid from a
combination of the Company’s revenues, revenue reserves and
capital reserves as required. Shareholders should note that the
dividend policy of paying dividends calculated as a percentage of
NAV means that dividends could fall if the NAV falls. The
Company has paid three interim dividends in respect of the
financial year; a first interim dividend of 7.8p per ordinary share
was paid on 29 November 2024 to shareholders on the register
on 8 November 2024. The second interim dividend of 3.9p per
ordinary share was paid on 31 January 2025 to shareholders on
the register on 17 January 2025. The third interim dividend of
3.9p per ordinary share was paid on 25 April 2025 to
shareholders on the register on 11 April 2025. This gives a
dividend yield of 4.9%, based on share price at year end.
Whilst the quarterly
interim dividends are not subject to a
resolution at the forthcoming AGM, a resolution to approve the
Company’s dividend payment policy will be put to shareholders
at the AGM on 18 September 2025.
Financial Position and Borrowing
The Company’s balance sheet on page 65 shows the assets and
liabilities at the year end. Details of the Company’s bank facility
are shown in note 11 to the financial statements, with interest
paid (finance costs) shown in note 5.
Outlook, including the Future of the
Company
The main trends and factors likely to affect the future
development, performance and position of the Company’s
business can be found in the Portfolio Managers’ Report of this
Strategic Report. Further details of the principal risks affecting
the Company are set out in the section: ‘Principal and Emerging
Risks and Uncertainties’ on pages 27 to 31.
Investment Process
At the core of the Manager’s philosophy is a belief in active
investment management. Fundamental principles drive an active
investment approach, which aims to deliver attractive total
returns over the long term. The investment process emphasises
pragmatism and flexibility, active management, a focus on
valuation and the combination of top-down and bottom-up
fundamental analysis. Bottom-up analysis forms the basis of the
investment process. It is the key driver of stock selection and is
expected to be the main contributor to alpha generation within
the portfolio. Portfolio construction at sector level is largely
determined by this bottom-up process but is also influenced by
top-down macroeconomic views.
Research provides a detailed understanding of a company’s key
historical and future business drivers, such as demand for its
products, pricing power, market share trends, cash flow and
management strategy. This allows the Manager to form an
opinion on a company’s competitive position, its strategic
advantages/disadvantages and the quality of its management.
The team has contact with several hundred companies during
each year. The portfolio management team travel to the region
3-4 times per year. The Manager will also use valuation models
selectively in order to understand the assumptions that
brokers/analysts have incorporated into their valuation
conclusions and as a structure into which the Manager can input
its own scenarios.
Risk management is an integral part of the investment
management process. Core to the process is that risks taken are
not incidental but are understood and taken with conviction. The
Manager controls stock-specific risk effectively by ensuring that
the portfolio is appropriately diversified.
Also, in-depth and constant fundamental analysis of the portfolio’s
holdings provides the Manager with a thorough understanding of
the individual stock risk taken. The Manager’s internal
Performance & Risk Team, an independent team, ensures that
the Portfolio Managers adhere to the portfolio’s investment
objectives, guidelines and parameters. There is also a culture of
challenge and debate within the portfolio management team
regarding portfolio construction and risk.
The Manager considers ESG and climate related risks as part of
the overall investment process. Further details on this aspect of
the process is discussed on pages 14 and 15.
–12
Average
Discount
–16
–14
–10
–8
–6
–4
O
Jul 23Apr 23 Apr 25Jan 25Oct 24Jul 24Apr 24Jan 24
O
ct 23
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 25
26
Internal Control and Risk Management
The Directors have overall responsibility for the risk control
framework and are responsible for reviewing the effectiveness of
these controls. This includes safeguarding the Company’s assets.
The following describes how the Directors have carried out a
robust assessment o
f the principal and emerging risks facing the
Company, including those that would threaten its business model,
future performance, solvency or liquidity.
The Audit Committee (the ‘Committee’), on behalf of the Board,
has established an ongoing process for identifying and
undertaking a rigorous assessment o
f current and emerging risks
to which the Company is exposed. T
his assessment references a
risk control summary, which maps the risks, mitigating controls
in place, and monitoring and reporting of relevant information.
As part of the process, the Committee has categorised into
four categories: strategic; investment management; third party
service providers; and regulation and corporate governance. An
explanation of these categories follows.
Strategic Risk
The Board sets the strategy including objectives of the
Company and how these should be achieved. The Board
assesses the perf
ormance of the Company in the context of
the market and macro-economic issues, and gives direction,
while monitoring the Manager and other third parties for the
actions they take on behalf of the Company.
Investment Management Risk
Investment management covers management of the portfolio
together with cash management, gearing and hedging i.e. the
items which the Portfolio Managers have control of, and
which generate the Company’s performance.
Third Party Service Providers Risk
The Company has no employees and its Directors are
appointed on a non-executive basis. The Company is reliant
on Third Party Service Providers (‘TPP’) for its executive
functions. The Company’s most significant TPP is the
Manager – to which portfolio management, company
secretarial and administrative services are delegated. Other
significant TPPs are the broker, depositary, custodian and
registrar.
Regulation and Corporate Governance Risk
The regulations with which the Company is required to
comply include the provisions of the Companies Act 2006,
the UK Listing Rules, the Alternative Investment Fund
Managers Directive, the Market Abuse Regulation, the
Financial Conduct Authority’s (‘FCA’) Disclosure Guidance and
Transparency Rules, tax regulation as an investment trust,
the UK Corporate Governance Code and Accounting
Standards.
The residual risk ratings analysed in the Risk Control Matrix,
enable the Directors to concentrate on those risks that are most
significant and also forms the basis of the list of principal risks
and uncertainties.
The Company’s oversight and its control environment is based on
the Company’s relationship with its TPPs all of which have clearly
defined lines of responsibility, delegated authority, and control
procedures and systems. The Company uses the three lines of
defence model, which is also embedded into the Manager’s risk
management systems.
The effectiveness of the Company’s internal control and risk
management system is reviewed at least annually by the
Committee. The Committee has received satisfactory reports on
the operations and systems of internal control of the Manager,
custodian and registrar. Reports on the Manager encompassed
all the areas the Manager is responsible for: investment
management, company secretarial and general administration.
The Committee also received a comprehensive and satisfactory
report from the depositary at the year end Committee meeting.
Due diligence is undertaken and contracts considered before
arrangements are entered into with any TPP. The Manager
regularly reviews the arrangements with each of the TPPs
including service standards, the performance of all TPPs through
formal and informal meetings, and by reference to third party
independently audited service organisation control reports. The
results of the Manager’s reviews are reported to and reviewed by
the Committee. These various reports did not identify any
significant failings or w
eaknesses during the year and up to the
date of this Annual Financial Report. If any had been identified,
appropriate remedial action would have been taken. In particular
the Board formally reviews the performance of the Manager
annually and informally at every Board meeting. No significant
failings or weaknesses w
ere identified or occurred throughout the
year ended 30 April 2025 and up to the date of this Annual
Financial Report.
Reporting to the Board at each board meeting comprises, but is
not limited to: financial reports, including any hedging and
gearing; updates in relation to implementation of strategy;
performance against the benchmark and the Company’s peer
group; the Portfolio Managers’ review, including of the market,
the portfolio, transactions and prospects; revenue forecasts; ESG;
and investment monitoring against investment guidelines. The
Portfolio Managers are permitted discretion within these
guidelines, which are set by the Board. Compliance with the
guidelines is monitored daily. Any proposed variation to these
guidelines is referred to the Board.
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 26
27
Principal and Emerging Risks and
Uncertainties
With the support of the Manager, the Audit Committee
maintains a detailed risk control summary matrix that
identifies the principal risks and uncertainties to which the
Company is exposed, along with strategies to mitigate them
as effectively as possible. Principal risks are defined as those
risks where the combination of probability and impact is most
significant and could seriously affect the Company’s
performance, future prospects or reputation. The Directors
have evaluated the likelihood and perceived impact of each
risk after implementing mitigating actions. They then
determine the acceptability of the residual risk, which defines
the Board’s risk appetite.
Following the implementation of the combination, the Board
conducted a thorough review of risks which could impact the
Company’s sustainable success. Given the substantial increase
in the Company’s assets as a result of the combination, this
exercise was aimed at reassessing the C
ompany’s principal
and emerging risks, identifying new risks and taking the
necessary actions to mitigate their potential impact. As a
result of this review the risk control summary was revised
accordingly, resulting in some risks being reclassified as
principal risks and the identification of one emerging risk.
Given this review the Directors affirm that they have
conducted a robust assessment o
f the principal and emerging
risks facing the Company, including those that could
jeopardise its business model, future performance, solvency,
or liquidity.
In addressing other risks, the Board aims to balance the
potential impact and likelihood of each risk with its capacity
and willingness to control and mitigate the risk to an
acceptable level.
Risk & Impact Controls & Mitigation Trend
During
Year
Strategic Risk
Geopolitical Risk
This encompasses the pot
ential for
political, social economic and cultural
developments to impact the value of
the company’s assets adversely
and materially. The escalation of
geopolitical tensions globally presents
a growing risk to market stability and
overall investment landscape. The
company remains exposed to these
uncertainties, particularly in relation
to concerns surrounding global
economic growth, rising political
volatility, and the increased risks of
protectionist measures, including
tariffs on exported goods. These
factors may materially affect the
performance of the company’s assets.
China specific risks: investing in China is
subject to the risks associated with
investing in emerging markets generally
and China-specific risks. The latter
include greater Government
intervention and control of the
economy, changes in its legal and
regulatory systems, uncertainty
surrounding its relationship with Taiwan,
and currency related risks, including
possible blocks and restrictions on
repatriation of foreign currency.
Deterioration of the relationship
between China and the West, which
may result in imposition of sanctions,
could have an adverse impact and
present risks to the company’s financial
position and investments.
The Manager evaluates and assesses political risk as part
of the stock selection and asset allocation policy which is
monitored at every Board meeting. This includes political,
military and diplomatic events and changes to legislation.
Balancing political risk and reward is an essential par
t of
the active management process.
The Manager maintains robust systems, experienced
personnel, and established controls to monitor market
conditions continuously and respond swiftly to periods of
financial stress or crisis.
Forward-looking scenario analysis and stress testing,
covering a range of moderate to severe market conditions,
are conducted to support the Boar
d’s assessment and
confirmation of the Company’s long-term viability.
The Portfolio Managers incorporate Chinese macroeconomic
data, market intelligence, and relevant political analysis into
their Board reporting to support ongoing oversight and
decision-making.
Increased
Risk trend:
Unchanged
Decreased
Unchanged
I
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 27
28
Risk & Impact Controls & Mitigation Trend
During
Year
Strategic Risk
Strategic Risk
While market risk is an inherent and unavoidable aspect of
investing across global markets, it is actively monitored and
managed through portfolio diversification, disciplined asset
allocation, and ongoing dialogue with the Manager. The
Manager integrates risk considerations into portfolio
construction and investment strategy, aiming to mitigate
the impact of adverse market movements.
The Board receives regular updates from the Manager on
market conditions and outlook, and oversees the
application of the Company’s policies on gearing and
liquidity. Within agreed parameters, the Manager is granted
discretion to manage cash and leverage levels, enabling
responsive risk management aligned with prevailing market
dynamics. The Board closely monitors the effectiveness of
these measures and the investment process as a whole.
The Company has a diversified investment portfolio by
country, sector and stock. Due to its investment trust
structure, no forced sales need to take place and investments
can be held over a longer term horizon. However, there are
few ways to mitigate absolute market risk because it is
engendered by factors which are outside the control of the
Board and the Manager. These factors include the general
health of the world economy, interest rates, inflation,
government policies, industry conditions, and changing
investor demand and sentiment. Such factors may give rise
to high levels of volatility in the prices of investments held
by the Company.
Further details of the Company’s exposure to market risk
(including market price risk, currency risk and interest rate
risk), liquidity risk and credit risk and how they are
managed are contained in note 16 to the financial
statements on pages 73 to 76
Market Risk
Market risk refers to the potential
for the Company’s investments to
incur losses due t
o broad-based
factors that impact the
performance of financial markets as
a whole, commonly known as
systematic risk. The Company’s
market risk exposur
e encompasses
three primary components: equity
market risk, currency risk, and
interest rate risk.
The Board receives regular reports from both the Manager
and the Company’s broker on the Company’s share price
performance, level of share price discount to NAV and
recent trading activity in the Company’s shares.
As a result of the implementation of the combination,
the Board has also strengthened the Company’s Corporate
Proposition by introducing initiatives to help address the
Company’s share rating including triennial unconditional
tender offers and an updated dividend policy.
Share Price Discount to NAV
The Company’s shares may trade
at a persistent discount to Net Asset
Value (NAV), and the absolute
level or volatility of this deviation
may negatively impact shareholder
value.
Furthermore, a prolonged and
significant discount to NAV may
attract the attention of activist
investors, potentially leading to
strategic or structural pressures on
the Company.
Unchanged
Unchanged
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 28
29
Risk & Impact Controls & Mitigation Trend
During
Year
Third Party Service Provider Risk
Investment Management Risk
The Company’s operational structure means that all cyber
risk arises at it’s TPPs and this risk is heightened by
technological advancement such as Artificial Intelligence
(AI).
The Audit Committee receives regular updates on the
Manager’s information and cyber security. This includes
updates on the cyber security framework, staff resource
and training, and the testing of its security systems
designed to protect against a cyber security attack.
As well as conducting a regular review of TPPs audited
service organisation control reports, the Audit Committee
monitors TPPs’ business continuity plans and testing
including the TPPs’ and Manager’s regular ‘live’ testing of
workplace recovery arrangements should a cyber event
occur.
In addition, the Manager’s operational resilience plan is
reviewed on an ongoing basis and the Directors are
satisfied that the Manager has in place robust plans and
infrastructure to minimise the impact on its operations so
that the Company can continue to trade, meet regulatory
obligations, report and meet shareholder requirements.
Cybersecurity and Operational
Resilience Risk
A cyber incident affecting the
Manager’s systems could impair the
accurate monitoring and reporting of
the Company’s financial position, and
compromise the confidentiality,
integrity, or availability of sensitive
data. Additionally, cyberattacks
targeting the Company’s third-party
service providers may disrupt the
delivery of critical services or
lead to the loss or misappropriation
of Company assets. Such events could
materially impact the Company’s
operations and stakeholder
confidence.
The Company’s operational structure
means that all cyber risk arises at
it’s Third Party Providers and this
risk is heightened by technological
advancement such as Artificial
Intelligence (AI).
The Board has put in place investment limits and guidelines
which are monitored and reported by the Manager.
The Portfolio Managers attend each Board meeting where
performance is discussed and detailed reports are
reviewed.
The Board regularly compares the Company’s NAV
performance over both the short and long term to that of
the benchmark and peer group as well as reviewing the
portfolio’s performance against benchmark (attribution)
and risk adjusted performance (volatility, beta, tracking
error, Sharpe ratio) of the Company and its peers.
The Portfolio Managers can use gearing within parameters
set by the Board.
The Board generally holds a separate meeting devoted to
investment and wider strategic matters each year.
Investment Strategy &
Performance
The Company’s investment objectives,
strategy and/or performance no
longer meets investors’ demands.
The adoption of an inappropriate
investment strategy, whether through
suboptimal asset allocation,
excessive or insufficient gearing, or
misalignment with market conditions,
may lead to underperformance
relative to the Company’s benchmark
and its peer group over a 3-5 year
period.
Furthermore, the effectiveness of the
Manager’s investment approach,
including strategic execution and
adequacy of resourcing, is critical to
delivering sustainable performance.
Any deficiencies in these areas may
result in prolonged underperformance,
impairing the Company’s ability to
meet its stated objectives and
diminishing its attractiveness to
existing and prospective investors.
Unchanged
Unchanged
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 29
30
Risk & Impact Controls & Mitigation Trend
During
Year
Currency and Exchange Rate Risk
The Company is exposed to currency
risk arising from its Asian investment
strategy, which involves holding
assets and generating income in a
range of non-sterling currencies.
Fluctuations in exchange rates,
particularly between sterling and
other major currencies, can
materially impact returns, as well as
the level of income received from
overseas investments.
Further, shifts in macroeconomic
factors such as inflation and interest
rates may further amplify exchange
rate movements, contributing to
variability in portfolio returns.
With the exception of borrowings in foreign currency, the
Company does not normally hedge its currency positions
but may do so should the Portfolio Managers or the Board
feel this to be appropriate. Contracts are limited to
currencies and amounts commensurate with the asset
exposure. The foreign currency exposure of the Company
is reviewed at Board meetings.
Unchanged
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 30
31
Emerging Risk
The AIC Code of Corporate Governance mandates the Audit Committee to establish procedures for identifying emerging risks
facing the Company. These risks are defined as potential trends, sudden events, or changing risks characterised by a high
degree of uncertainty regarding their occurrence probability and possible effects on the Company.
Once identified, as the impact of emerging risks becomes clearer, they may be added to the Company’s risk matrix, and
mitigating actions considered as necessary. Previously identified emerging risks are either removed from the risk matrix if they
are no longer considered potential risks to the Company or escalated to principal risks.
At the time of this report's publication, the Board, through the Audit Committee, has identified the following principal emerging
risk to the Company.
Risk & Impact Controls & Mitigation Trend
During
Year
Strategic Risk
Shareholder Activism Risk
The Company may be exposed to
shareholder activism, where investors
or groups of investors seek to
influence management decisions,
corporate strategy, or governance
practices. Activist shareholders may
have conflicting interests with other
shareholders. Activist shareholders
may push for changes that could alter
the Company’s operational direction,
impact long-term value creation, or
lead to strategic restructuring. Such
activism could result in reputational
risk, increased costs related to
shareholder disputes, and potential
changes in the Company’s capital
structure or governance framework.
While the Company seeks to engage
constructively with its investors, the
risk of activist campaigns could affect
shareholder value and market
perception.
The following mitigants are in place and, in conjunction with
the Manager, are reviewed by the Board regularly:
• Strong Governance Framework
A robust and transparent governance structure is in
place which includes an independent Board with
diverse expertise. This ensures that the interests of all
shareholders are properly represented. Clear policies
on shareholder engagement and decision-making
processes ar
e in place which may limit the likelihood of
activism.
• Regular Shareholder Engagement
The Company and Manager have in plac
e processes for
ongoing and proactive communication with
shareholders through regular updates, investor
meetings, and consultation on key issues helps align
the interests of management and investors.
• Clear Investment Strategy and Performance
The Company has put in place a well-communicated
and consistently executed investment strategy
that delivers competitive performance relative to
peers and benchmarks.
• Shareholder Rights and Voting Procedure
There are clearly defined shareholder rights set out in
the Company’s Articles of Association and transparent
voting procedures are in place at shareholder meetings
including the AGM.
• Active Monitoring of Shareholder Composition
The Board through the Manager, regularly monitors
the shareholder base to identify new investors early
which would allow the Company to engage in timely
dialogue and address any concerns proactively.
New
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 31
32
Viability Statement
The Company is a collective investment vehicle rather than a
commercial business venture and is designed and managed for
long term investment. The Company’s investment objective
clearly sets out the long-term nature of the returns from the
portfolio and this is the view taken by both the Directors and the
Portfolio Managers in the running of the portfolio. The Company
intends to proceed with triennial unconditional tender offers for
up to 100% of the Company’s issued share capital at a 4.0%
discount to the prevailing NAV (debt at fair value, cum income).
The first Unconditional Tender Offer is expected to be put forward
to shareholders in 2028, by no later than the date of
announcement of its final results for the financial year ended
30 April 2028. The Directors remain confident in the Company’s
Investment Case and Corporate Proposition, as detailed on
pages 8 and 9, to deliver against the Company’s investment
objectives. On this basis and notwithstanding the triennial
unconditional tender offers referred to above, the Directors
consider that ‘long term’ for the purpose of this viability
statement is three years, albeit that the life of the Company is
not intended to be limited to this period.
In their assessment o
f the Company’s viability, the Directors have
performed a robust assessment o
f the emerging and principal
risks. The Directors considered the risks to which it is exposed,
as set out on pages 27 to 30, together with mitigating factors.
Their assessment c
onsidered these risks, as well as the
Company’s investment objective, investment policy and strategy,
the investment capabilities of the Manager and the business
model of the Company, which has withstood several major market
downcycles since the Company’s inception in 1995. Their
assessment also c
overed the current outlook for the Asian
economies and equity markets, the ongoing conflicts in Ukraine,
the Middle East, US-China relations and wider geopolitical
matters; the demand for and buybacks of the Company’s shares;
the Company’s borrowing structure and level of gearing; the
liquidity of the portfolio; and the Company’s future income and
annual operating costs, including stressed scenario t
esting for
both income and loan covenant
s. Although the current outlook
for Asian markets is challenging, the Directors and the Manager
are cautiously optimistic that Asia remains a region with sound
economic and corporate fundamentals. Lastly, whilst past
performance may not be indicative of performance in the future,
the sustainability of the Company can be demonstrated to date
by there having been no material change in the Company’s
investment objective since its launch in 1995.
The Directors confirm that they have a reasonable expectation
that the Company will be able to continue in operation and meet
its liabilities as they fall due for the three year period from the
signing of the balance sheet.
Duty to Promote the Success of the
Company (s.172)
The Directors have a statutory duty under section 172 of the
Companies Act 2006 to promote the success of the Company
whilst also having regard to certain broader matters, including
the need to engage with employees, suppliers, customers and
others, and to have regard to their interests. The Company has
no employees and no customers in the traditional sense and in
accordance with the Company’s nature as an investment trust,
the Board’s principal concern has been, and continues to be, the
interests of the Company’s shareholders taken as a whole. In
doing so, it has due regard to the impact of its actions on other
stakeholders including the Manager, other TPPs and the impact
of the Company’s operations on the community and the
environment which are all taken into account during all
discussions and as part of the Board’s decision making.
The Board has a responsible governance culture. A formal
schedule of matters reserved for decision by the Board details the
responsibilities of the Board. The main responsibilities include:
setting the Company’s objectives, policies and standards; ensuring
that the Company’s obligations to shareholders and others are
understood and complied with; approving accounting policies and
dividend policy; managing the capital structure; setting long-term
objectives and strategy; assessing risk; r
eviewing investment
performance; approving loans and borrowing; and controlling
risks. The Schedule of Matters Reserved for the Board and the
Terms of Reference for its Committees are reviewed at least
annually and are published on the Company’s web page:
https://www.invesco.com/uk/en/investment-trusts/invesco-asia-
dragon-trust.html.
The Board is committed to maintaining open channels of
communication and to engage with stakeholders in a manner
which they find most meaningful. The table on the next page sets
out how the Board engaged with each of its key stakeholders
during the year under review.
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33
Stakeholder Key considerations and engagement
The Board engages with the Manager at every Board
meeting and receives updates from the Portfolio Managers
on a regular basis outside of these meetings.
At every Board meeting, the Directors receive an investor
relations update from the Manager, which details any
significant changes in the Company’s shareholder register,
shareholder feedback, as well as notifications of any
publications or press articles.
In order to function as an investment trust with a premium
listing on the London Stock Exchange, the Company relies
on a diverse range of reputable advisers for support in
meeting all relevant obligations. The Board through the
Manager maintains regular contact with its key external
service providers and receives regular reporting from
them, both through the Board and committee meetings,
as well as outside of the regular meeting cycle. Their
advice, as well as their needs and views are routinely taken
into account.
The Board (through the Management Engagement
Committee) formally assesses its TPPs
’ performance, fees
and continuing appointment annually to ensure that the
key service providers continue to function at an acceptable
level and are appropriately remunerated to deliver the
expected level of service.
The Audit Committee reviews and evaluates the financial
reporting control environments in place at each service
provider. There have been no material changes to the level
of service provided by the Company’s third-party suppliers.
Shareholders The Board endeavours to provide shareholders with a full
understanding of the Company’s activities and reports
formally to shareholders each year by way of the Half-Yearly
and Annual Financial Reports. This is supplemented by the
daily publication of the net asset value of the Company’s
ordinary shares and monthly factsheets. Shareholders who
attend the AGM can meet the Board and the Portfolio
Managers and have the opportunity to hear directly from
the Portfolio Managers and ask questions. Shareholders can
also visit the Company’s section of the Manager’s
investment trust website, www.invesco.co.uk/invescoasia to
access copies of Half-Yearly and Annual Financial Reports,
shareholder circulars, factsheets and Stock Exchange
announcements.
There is regular dialogue between the Board, the Manager
and institutional shareholders to discuss aspects of
investment performance, governance and strategy and to
listen to shareholder views in order to help to develop an
understanding of their issues. Meetings between the
Manager and institutional shareholders are reported to the
Board, which monitors and reviews shareholder
communications on a regular basis.
Investment Manager & other key Third-Party
service Providers (‘TPP’)
On the Company’s behalf the Manager engages with
investee companies, particularly in relation to ESG matters,
and shares held in the portfolio are voted at general
meetings.
An example of how the Manager engaged with one investee
company during the year can be found on page 14.
Investee Companies
The Board and the Manager regularly engage with the
Broker in relation to the sales strategy and marketing of
the Company during the year, in order to provide liquidity
for investors.
Broker
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 33
Stakeholder Key considerations and engagement
Some of the key discussions and decisions the Board made during
the year were:
• to consider and approve the combination with Asia Dragon
Trust, further details of which are set out in the Chairman’s
Statement on pages 7 to 9 (including amendments to the
articles of association to remove the continuation vote) and
the introduction of a triennial unconditional tender in place
of the conditional tender offer mechanism introduced in
2020;
• to consider and approve the increase of the Company’s bank
facility;
• as a result of the combination, and to ensure continuity on
the Board, to approve the appointment of four new directors
further details of which are set out in the Chairman’s
Statement on page 7 and in the Corporate Governance
Report on page 44;
• to approve an update to the dividend policy whereby the
Company maintained the policy of paying an aggregate
annual dividend equal to approximately 4.0% of its NAV; but
increased the frequency of its dividend payments from a
half-yearly basis (2.0% in each of November and April) to a
quarterly basis (four equal dividends of approximately 1.0%
every three months, with payments made in January, April,
July and October of each year). In addition the Board agreed
to pay total dividends for the year ended 30 April 2025 of
15.6p per share. Dividends were paid from a combination of
revenue and capital reserves. Factors the Board took into
consideration in deciding the dividends for the 2025 financial
year included: shareholder expectations, revenue generated
by the Company during the year, revenue forecasts for the
2026 financial year and the capacity of the Company to pay
dividends out of its reserves; and
• to undertake a share buy back programme as the Company’s
discount exceeded the Board’s average discount target of less
than 10% of NAV calculated on a cum income basis (formerly
ex-income) over the financial year.
The Company communicates with shareholders at least twice a year
providing information about shareholder meetings, dividend
payments and financial results. The Company’s page on the
Manager’s website provides all shareholder information and
regularly hosts video presentations (vlogs) and articles by the
Portfolio Managers and the wider Asian and Emerging Markets
Equities team. The Company holds its AGM in London, this provides
shareholders with the opportunity to attend a presentation and
actively engage with the Portfolio Managers and meet with Directors
and representatives of the Manager. Furthermore, the Manager
provides a schedule of regional meetings with institutional investors
and analysts to gather the views and thoughts of institutional
investors. This year’s AGM will be held on 18 September 2025 and
shareholders are encouraged to attend the AGM.
Modern Slavery
As an investment vehicle the Company does not provide goods
or services in the normal course of business, and does not have
customers or employees. Accordingly, the Directors consider that
the Company is not within the scope of the UK Modern Slavery
Act 2015.
Board Diversity
The Board takes into account many factors, including the balance
of skills, knowledge, diversity and experience, amongst other
factors when reviewing its composition and appointing new
directors.
In view of its size, the Board will continue to ensure that all
appointments are made on the basis of merit against the
specification prepared for each appointment. In doing so, the
Board will seek to meet the targets set out in the FCA’s UK Listing
Rule 6.6.6R (9)(a), which are set out below.
In accordance with the UK Listing Rule 6.6.6R (9), (10) and (11)
the Board has provided the following information in relation to its
diversity.
Board Gender as at 30 April 2025
Number of
senior positions
on the Board
Number of Percentage (CEO, CFO, SID
board members of the board and Chair)
(1)
Men 3 37.5% 1
Women 5 62.5%
(2)
1
(1) The Company is externally managed and does not have executive management functions specifically, it does not have a CEO or CFO. The Board believes that
the target as narrowly defined by the FCA is not applicable and considers that the role of Chair, SID and Chair of the Audit Commit
tee are all senior positions.
Of these three senior roles, two are performed by women and one by a man.
(2)
Exceeds target of 40% as set out in UKLR 6.6.6R (9)(a)(i).
Association of Investment Companies (‘AIC’)
The Company is a member of the AIC, which looks after
the interests of investment trusts and provides information
to the market. Comprehensive information relating to the
Company can be found on the AIC website.
As a member of the AIC, the Company is welcomed to
comment on consultations and proposal documents on
matters affecting the Company and annually to nominate
and vote for future board members.
34
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35
Board Ethnic Background as at 30 April 2025
Number of
senior positions
on the Board
Number of Percentage (CEO, CFO, SID
board members of the board and Chair)
(1)
White British or other White (including minority-white groups) 6 75% 2
Minority ethnic 2 25% 0
(1) As stated in the Board Gender disclosure, the Board believes that the target as narrowly defined by the FCA is not applicable and considers that the role of
Chair, SID and Chair of the Audit Committee are all senior positions. The three senior roles are occupied by directors who self-identif
y as White British or other
White (including minority-white groups).
The information included above in relation to the gender and ethnic background of the Board has been obtained following confirmation
from the individual Directors.
There have been no changes since the year end that have affected the Company’s ability to meet the targets set in UKLR 6.6.6R (9)(a).
Environmental, Social and Governance
(‘ESG’) Matters
The Board recognises the importance of ESG considerations and
considers that the Company has a responsibility to shareholders
of ensuring high standards of corporate governance are
maintained in the companies in which it invests. As an investment
company with no employees, property or activities outside
investment, environmental policy has limited direct application.
In relation to the portfolio, the Company has delegated the
management of the Company’s investments to the Manager.
The Manager forms part of the Invesco Ltd group. Invesco Ltd
(‘Invesco’) is committed to being a responsible investor and applies,
and is a signatory to, the United Nations Principles for Responsible
Investment (‘PRI’), which demonstrates its extensive efforts in
terms of ESG integration, active ownership, investor collaboration
and transparency. Invesco scored four stars for its Investment &
Stewardship Policy under new scoring methodology produced by
PRI. This followed five consecutive years of achieving an A+ rating
for responsible investment (Strategy & Governance) under the
previous methodology. In addition, Invesco is an active member
of the UK Sustainable Investment and Finance Association as well
as a supporter of the Task Force on Climate-related Financial
Disclosure (‘TCFD’) since 2019 and published its fourth iteration
of its Global TCFD Report in 2023.
The Manager discloses in its Alternative Investment Fund
Managers (‘AIFM’) document as well as on its webpage
https://www.invesco.com/uk/en/about-us/esg-and-responsible-
investing.html, how sustainability risks are integrated.
Regarding stewardship, the Board considers that the Company
has a responsibility as a shareholder towards ensuring that high
standards of corporate governance are maintained in the
companies in which it invests. To achieve this, the Board does not
seek to intervene in daily management decisions, but aims to
support high standards of governance and, where necessary, will
take the initiative to ensure those standards are met. The principal
means of putting shareholder responsibility into practice is
through the exercise of voting rights. The Company’s voting rights
are exercised on an informed and independent basis.
The Company’s stewardship functions have been delegated to the
Manager, which has adopted a clear and considered policy
towards its responsibility as a shareholder on behalf of the
Company. As part of this policy, the Manager takes steps to
satisfy itself about the extent to which the companies in which it
invests look after shareholders’ value and comply with local
recommendations and practices, such as the UK Corporate
Governance Code.
Further details are shown in the Manager’s ESG Monitoring and
Engagement section on pages 14 to 17.
A copy of the Manager’s ESG stewardship approach and
objectives can be read in its UK Stewardship Code Report at
https://www.invesco.com/uk/en/insights/uk-stewardship-code-
report.html#ukstewardship
Task Force for Climate-related Financial
Disclosures (‘TCFD’)
Whilst TCFD is currently not applicable to the Company, the
Manager has produced a product level report on the Company in
accordance with the FCA’s rules and guidance regarding the
disclosure of climate-related financial information consistent with
TCFD Recommendations and Recommended Disclosures. These
disclosures are intended to help meet the information needs of
market participants, including institutional clients and consumers
of financial products, in relation to the climate-related impact and
risks of the Manager’s TCFD in-scope business. The product level
report on the Company is available on the Company’s website
https://www.invesco.com/content/dam/invesco/uk/en/product-
documents/investment-trust/fund/esg/invesco-asia-trust-plc_tcfd-
report_en-uk.pdf
Invesco’s Group Level Task Force on Climate-Related Financial
Disclosures (‘TCFD’) is available on the Managers’ Website at
https://www.invesco.com/content/dam/invesco/emea/en/pdf/ivz_
global-tcfd-report.pdf
The Strategic Report was approved by the Board of Directors on
16 July 2025.
Invesco Asset Management Limited
Corporate Company Secretary
Asia Dragon 1 Strategy p07-35.qxp 16/07/2025 12:19 Page 35
36
Invesco Asia Dragon Trust plc
(formerly Invesco Asia Trust plc)
2
Governance
Directors ........................................................................................37
Directors’ Report ............................................................................39
The Company’s Corporate Governance Framework .........................43
Corporate Governance Statement ..................................................44
Audit Committee Report ................................................................48
Directors’ Remuneration Report .....................................................50
Statement of Directors’ Responsibilities ..........................................53
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 36
37
Directors
Neil Rogan
Neil Rogan was appointed as a Director
on 1 September 2017 and became
Chairman on 31 July 2018. Neil is also
Chairman of Baillie Gifford UK Growth
Trust plc and a non-executive Director
of JPMorgan Global Growth & Income
plc. His 30 year career as an investment
manager ranged from managing Asian
portfolios for Flemings and Jardine
Fleming to becoming Head of Global
Equities at Gartmore. He is Chairman of the Nomination
Committee and Management Engagement Committee.
Matthew Dobbs†
Matthew Dobbs was appointed as a
Director on 14 February 2025
previously serving as a Director of Asia
Dragon Trust plc from 1 February 2022.
Before retirement from full time fund
management duties in 2021, Matthew
had 40 years’ fund management
experience with Schroders. He
specialised in Asian and Small
Companies investment having served as
Schroders’ Head of Global Small Companies from 2000. In
addition to managing the Schroders Asian Alpha Plus Fund,
Matthew was instrumental in helping grow the assets of two
closed-ended investment companies, Schroder Asia Pacific Fund
plc and Schroder Oriental Income Fund Limited into FTSE 250
Companies, serving as investment manager from their respective
launches in 1995 and 2005. Matthew is non-executive Chairman
of the European Opportunities Trust plc and a former
Senior Independent Director of Asia Dragon Trust.
Vanessa Donegan†
Vanessa Donegan was appointed as a
Director on 17 October 2019. Vanessa
is the Senior Independent Director of
Fidelity China Special Situations plc and
of JP Morgan Indian Investment Trust
plc, a non-executive Director of Herald
Investment Management Ltd. and
of State Street Global Advisors
Luxembourg SICAV. She has 37 years
of fund management experience
investing institutional and retail portfolios in Asian stock markets,
including single country China and India funds. She was Head of
the Asia Pacific desk at Threadneedle Investments and then Head
of Asia Pacific Equities, EMEA region at Columbia Threadneedle
for a combined total of 21 years. She has extensive experience
of marketing funds to retail and institutional clients across the
globe. She is the Senior Independent Director and Chair of the
Remuneration Committee.
Myriam Madden†
Myriam Madden was appointed as a
Director on 4 November 2021. Myriam
is a non-executive Director of Golden
Charter Trust Ltd. and served as a
non-executive Director of the Office of
Gas and Electricity Markets (Ofgem)
until 31 March 2025. She is also an
advisory board member of the business
school of University College Cork. She
has operated at board level across a
range of regulated sectors, f
ollowing a successful international
and multi-sectoral career as a finance executive leading
transformation programmes. A qualified chartered accountant,
Myriam was a board member of the International Ethics
Standards Board for Accountants, the International Federation of
Accountants and the American Institute of Certified Public
Accountants. She was also global President and Chairman of
CIMA and was included in the 2018 Cranfield University’s
100 Women to Watch. She is Chair of the Audit Committee.
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 37
38
Sonya Rogerson†
Sonya Rogerson was appointed as a
Director on 26 July 2022. She has over
20 years of international deal making,
governance and risk management
experience across a range of industries
including financial services. As a
qualified solicitor, Asia Pacific and
emerging markets specialist, she has
led legal and compliance functions
and teams in leading international
companies. Sonya is a Fellow of The Corporate Governance
Institute UK & Ireland and an advocate of diversity and inclusion
that translates into financial results.
Susan Sternglass Noble†
Susan Sternglass Noble was appointed
as a Director on 14 February 2025
previously serving as a Director of Asia
Dragon Trust PLC from 7 August 2020.
Susan has over 30 years’ experience of
investment management and analysis,
specialising in financial sector equities,
with focus on global, European and
Asian mandates. She is a Mandarin
Chinese speaker. Susan held senior
roles at Goldman Sachs, JP Morgan, CQS and AXA Investment
Managers. More recently she has held a number of board,
advisory and policy roles. Susan is a non-executive director of
Unity Trust Bank, a consultant to The Investor Forum, a director
of the US-UK Fulbright Commission and an active angel investor.
She was previously a specialist adviser to the Treasury Select
Committee of the House of Commons and a Commissioner on the
Dormant Assets Commission. Susan is a former director of Asia
Dragon Trust plc.
James Will†
James Will was appointed as a Director
on 14 February 2025 previously
serving as a Director of Asia Dragon
Trust PLC from 1 October 2018. James
is the former Chairman of law firm
Shepherd and Wedderburn LLP where
he was a senior corporate partner,
heading its financial sector practice. He
has experience of working with
companies in a wide range of industry
sectors including financial services, technology, energy and life
sciences. James is the Chairman of BlackRock Throgmorton Trust
plc and a non-executive director of JPMorgan European Discovery
Trust plc. He was previously the Chairman of The Scottish
Investment Trust plc and Asia Dragon Trust plc, and a
non-executive director of JPMorgan Global Growth & Income plc.
Nicole Yuen†
Nicole Yuen was appointed as a Director
on 14 February 2025 previously
serving as Director of ABRDN New
Dawn Investment Trust PLC from
1 October 2022 and Asia Dragon Trust
PLC from 9 November 2023. Nicole has
had a long-standing career in
investment banking in Asia for over
three decades and is widely credited
for her pioneering efforts in
internationalising China’s capital market. Nicole was formerly
Managing Director, Head of Equities, North Asia and Vice
Chairman, Greater China for Credit Suisse from 2012 to 2018.
Before joining Credit Suisse, she worked at UBS for 18 years as
Managing Director holding various leadership positions, across
investment banking and securities divisions in Asia. She also
served as a member of the Listing Committee of the China
Securities Regulatory Commission. Prior to investment banking,
Nicole was a partner at Clifford Chance, Hong Kong, after having
worked as a lawyer in the UK, the US and The Netherlands. She
now also sits on the board of Interactive Brokers Group, Inc as an
independent non-executive director. Nicole is a former director
of Asia Dragon Trust plc.
All Directors are members of the Management Engagement,
Remuneration and Nomination Committees.
†
Member of the Audit Committee.
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39
Introduction
The Directors present their report for the year ended 30 April
2025.
The Corporate Governance Statement on pages 44 to 47, and
the Duty to Promote the Success of the Company (s.172) section
on pages 32 to 35 form part of the Directors’ Report.
Results and Dividends
Details of the Company’s results and dividend are shown on
page 25.
Business and Status
The Company was incorporated and registered in England and
Wales on 19 January 1995 as a public limited company,
registered number 03011768. It is an investment company as
defined by section 833 of the Companies Act 2006 and operates
as an investment trust within the meaning of the Corporation Tax
Act 2010 and the Investment Trust (Approved Company) (Tax)
Regulations 2011. HM Revenue & Customs have approved the
Company’s status as an investment trust and, in the opinion of
the Directors, the Company has conducted its affairs so as to
enable it to maintain such approval.
Life of the Company
As a result of the combination, the Company adopted new
Articles of Association (effective 13 February 2025) which
removed the former requirement for a triennial continuation vote.
The Board also introduced triennial unconditional tender offers
(replacing the conditional tender offer introduced in 2020) for up
to 100% of the Company’s issued share capital at a 4.0% discount
to the prevailing NAV (debt at fair value, cum income). The first
Unconditional Tender Offer is expected to be put forward to
shareholders in 2028, no later than the date of announcement
of its final results for the financial year ended 30 April 2028.
Financial Instruments
The Company’s financial instruments comprise its investment
portfolio; cash and loan balances; debtors and creditors which
arise directly from its operations such as sales and purchases
awaiting settlement; and accrued income. The financial risk
management objectives and policies arising from its financial
instruments and the exposure of the Company to risk are disclosed
in note 16 to the financial statements, beginning on page 73.
Going Concern
The financial statements have been prepared on a going concern
basis.
The Directors consider the preparation of the financial statements
on a going concern basis to be the appropriate basis. The Directors
have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable
future, being taken as at least 12 months after signing the
financial statements, for the same reasons as set out in the
Viability Statement. In considering this, the Directors took into
account the diversified portfolio of liquid, readily realisable
securities monitored regularly by the Manager and Board, which
can be used to meet the net current liability position of the
Company as at the balance sheet date; and revenue forecasts for
the forthcoming year. Stress testing scenarios were reviewed,
including the potential downside effects of a fall in the valuation
of the investment portfolio or levels of investment income.
The Manager
Investment Management Agreement (‘IMA’)
Invesco Fund Managers Limited (‘IFML’) acts as Manager and
provides administration services to the Company under the IMA
dated 22 July 2014. The agreement is terminable by either party
giving not less than three months’ written notice. Under the
agreement, and for the period up to the completion of the
combination, a management fee was payable quarterly in arrears
and was equal to 0.75% p.a. of the value of the Company’s total
assets less current liabilities (including any short-term borrowings)
under management at the end of the relevant quarter and
0.65% p.a. for any net assets over £250 million. With effect from
completion of the combination, the IMA was amended to
introduce a new and reduced fee structure as follows:
• 0.75% on the first £125 million of the Net Asset Value;
• 0.60% on the amount above £125 million and up to
£450 million of the Net Asset Value; and
• 0.50% on the Net Asset Value in excess of £450 million.
As part of the combination the Manager also agreed to make a
contribution to the costs of implementing the combination
whereby the Manager has agreed to waive the new management
fee it would otherwise have received for the nine months
following completion of the combination in respect of the assets
transferred. In the event that the IMA is terminated by the
Company (other than for cause) during the succeeding three-year
period the Company will be obliged to repay all or part of the
costs contribution, depending on the date of termination and with
the repayment obligation reducing by one-third on each
anniversary. The assets for this purpose exclude the value of any
investments in other funds managed by the Manager. Details of
fees payable for the year are included in note 3 to the financial
statements on page 69.
The Manager also receives a separate fee for company secretarial
and administrative services, details of which are shown in note 4(iii)
to the financial statements on page
69.
The Manager’s Responsibilities
The Directors have delegated to the Manager the responsibility
for the day-to-day investment management activities of the
Company, for seeking and evaluating investment opportunities
and for analysing the accounts of the investee companies. The
Manager has full discretion to manage the assets of the Company
in accordance with the Company’s stated objectives and policies
as determined from time to time by the Board. Within the
guidelines specified by the Board, the Manager has discretion to
make purchases and sales, make and withdraw cash deposits,
enter into underwriting commitments and exercise all rights over
the investment portfolio. The Manager also advises on currency
exposures and borrowings.
In addition, the Manager provides full administration and company
secretarial services to the Company, ensuring that the Company
complies with all legal and regulatory requirements and officiating
Directors’ Report
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 39
40
at Board meetings and shareholders’ meetings. The Manager
additionally maintains complete and accurate records of the
Company’s investment transactions, portfolio and all monetary
transactions from which the Manager prepares Half-Yearly and
Annual Financial Reports on behalf of the Company.
Assessment of the Manager
The Management Engagement Committee considers the ongoing
investment management, company secretarial and administrative
requirements of the Compan
y. These are assessed with reference
to key performance indicators, with emphasis on performance
relative to that of the benchmark index and the Company’s peer
group. The quality and timeliness of reports to the Board is also
taken into account and the overall conduct of the Company’s
affairs by the Manager is considered. Details of the investment
management fee can be found above.
During the year, the Management Engagement Committee met
privately to consider the ongoing appointment of IFML as
investment manager and AIFM against the various aspects of its
terms of reference. On investment management, the Directors
agreed that the philosophy, people, process and performance of
Fiona and Ian, plus the support of the team behind them at
Invesco, provided the Board confidence of future success. The
IFML’s administration of the Company was thoroughly reviewed,
with no notable matters arising.
Accordingly, the Committee was happy to recommend to the
Board that it believes that continuing with IFML as investment
manager and AIFM was in the best interests of the Company and
its shareholders. The Board had approved the continuing
appointment of IFML.
Company Secretary
The Board has direct access to the advice and services of the
Company Secretary, IAML, which is responsible for ensuring that
the Board and Committee procedures are followed and that
applicable rules and regulations are complied with. The Company
Secretary is also responsible to the Board for ensuring timely
delivery of information and reports and that the statutory
obligations of the Company are met. Finally, the Company
Secretary is responsible for advising the Board, through the
Chairman, on all governance matters.
During the year, the Management Engagement Committee
considered during its privat
e session, the Company Secretary
appointment separately as this is an area that could be
outsourced to a third party but IAML’s performance in this area
had been strong and much better than the Board’s previous
experience of outsourcing. Accordingly, the Committee concluded
that the continuing appointment of IAML as Company Secretary
was in the best interests of the Company and its shareholders to
which the Board agreed.
Directors
Disclosable Interests
The Directors’ interests in the ordinary share capital of the Company
are disclosed in the Directors’ Remuneration Report on page 51.
No Director was a party to, or had any interests in, any contract
or arrangement with the Company at any time during the year
or at the year end. The Company has entered into a Deed of
Indemnity with each Director, as expanded upon below.
Directors’ Indemnification and Insurance
The Company maintains Directors’ and Officers’ liability insurance
which provides appropriate cover for any legal action brought
against its Directors. In addition, deeds of indemnity have been
executed on behalf of the Company for each of the Directors
under the Company’s Articles of Association.
Subject to the provisions of UK legislation, these deeds provide
that the Directors may be indemnified out of the assets of the
Company in respect of liabilities they may sustain or incur in
connection with their appointment.
Conflicts of Interest
A Director must avoid a situation where he or she has, or can
have, a direct or indirect interest that conflicts, or possibly may
conflict, with the Company’s interests.
The Articles of Association of the Company give the Directors
authority to approve such situations and include other provisions
to allow conflicts of interest to be resolved.
The Directors have declared any potential conflicts of interest to
the Company. The Register of Potential Conflicts of Interests is
kept at the registered office of the Company. It is reviewed
regularly by the Board and Directors are obliged to advise the
Company Secretary as soon as they become aware of any
potential conflicts of interest. Dir
ectors who have potential
conflicts of interest will not take part in any discussions which
relate to any of their potential conflicts.
Capital Structure
Capital Structure, including Share Buybacks
As at 30 April 2025, the Company’s issued share capital consisted
of 204,853,151 ordinary shares of 10p each, with a further
12,766,594 shares held in treasury. As part of the combination,
the Company issued 142,619,864 new Ordinary shares on
13 February 2025, for which authority was granted by
shareholders at the general meeting of the Company held on
16 January 2025. As a result the Company has the authority to
issue new shares and to buy back shares into treasury or for
cancellation. The annual resolutions to renew these authorities are
set out on page 42 and include the Board’s reasons for requesting
shareholder permission. During the year the Company bought
back into treasury 3,675,000 ordinary shares at an average price
of 334.06p. As at 16 July 2025, since the year end 1,060,000
shares have been bought back into treasury at an average price
of 339.21p. Further details of the Company’s share capital are set
out in note 13 to the financial statements on pages 72 and 73.
Rights Attaching to the Ordinary Shares
Under the Company’s Articles of Association, shares in the
Company may be issued with such rights or restrictions, whether
in regard to dividend, voting, return of capital or otherwise as the
Company may from time to time by ordinary resolution determine
(or, in the absence of any such determination, as the Directors
may determine).
At a general meeting of the Company every member has one vote
on a show of hands and on a poll one vote for each ordinary share
held. The notice of general meeting specifies deadlines for
exercising voting rights either by proxy or present in person in
relation to resolutions to be passed at a general meeting.
Restrictions on Transfers
The Directors may refuse to register any transfer of any ordinary
share which is not a fully paid share, although such discretion
may not be exercised in a way which the FCA regards as
preventing dealings in the ordinary class from taking place on an
open or proper basis. The Directors may likewise refuse to register
any transfer of an ordinary share in favour of more than four
persons jointly.
The Company is not aware of any other restrictions on the
transfer of ordinary shares in the Company other than certain
restrictions that may from time to time be imposed by laws and
regulations (for example insider trading laws). The Company is
not aware of any agreements between shareholders that may
result in restrictions on the transfer of securities or voting rights.
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41
Substantial Holdings in the Company
The Company had been notified of the following holdings of 3% and over of the Company’s issued ordinary share capital carrying
unrestricted voting rights:
As at As at As at
30 June 2025 30 April 2025 30 April 2024
Fund Manager/Registered Holder Shares % Shares % %
City of London Investment Management 50,834,756 24.93 50,656,885 24.7 18.9
Lazard Asset Management 18,844,413 9.24 19,241,600 9.4 12.0
Allspring Global Investments
(2)
16,531,071 8.11 19,093,881 9.3 6.7
Interactive Investor
(EO)
15,983,199 7.84 15,910,962 7.8 6.2
Evelyn Partners
(1)
10,181,345 4.99 10,204,386 5.0 10.7
Rathbones 13,144,298 6.45 7,957,530 3.9 Under 3%
Hargreaves Lansdown
(EO)
8,269,175 4.05 8,196,455 4.0 6.0
(1) Formerly known as Smith & Williamson Wealth Management.
(2) Formerly known as Wells Capital Management.
(EO) Execution Only.
Disclosure Required by UK Listing Rule
6.6.1R
The above rule requires listed companies to report certain information
in a single identifiable section of their annual financial reports. The
Company confirms that there were no other relevant events for the
year to 30 April 2025.
Audit Information
The Directors who held office at the date of approval of this Directors’
report confirm that, so far as they are aware, there is no relevant audit
information of which the Company’s auditor is unaware, and each
Director has taken steps that he or she ought to have taken as a
Director to make himself/herself aware of any relevant audit
information and to establish that the Company’s auditor is aware of
that information. This confirmation is given and should be interpreted
in accordance with the provisions of section 418 of the Companies
Act 2006.
Greenhouse Gas Emissions
The Company has no employees or premises and does not purchase
electricity, heat, steam or cooling for its own use. Accordingly, the
quantifiable amount of carbon dioxide equivalent produced by the
Company annually is zero tonnes.
Annual General Meeting (‘AGM’)
Shareholders will find on page 80 to 83 the Notice of the forthcoming
AGM of the Company to be held on 18 September 2025. The
following resolutions are proposed as ordinary business and are
summarised below.
Ordinary Business:
Ordinary Resolution 1 is for members to receive this Annual Financial
Report for the year ended 30 April 2025, including the financial
statements and Auditor’s Report.
Ordinary Resolution 2 is for members to approve the Company’s
Dividend Payment Policy which is set out on page 2. This is an
advisory vote.
Ordinary Resolution 3 is to approve the Annual Statement and
Report on Remuneration for the year ended 30 April 2025.
Ordinary Resolutions 4 to 11 deal with the election and re-election
of Directors. The Directors of the Company and their brief biographical
details are set out on pages 37 and 38. The skills and experience that
each Director brings to the Board, and hence why their contributions
are important to the long-term success of the Company, are
summarised below and in the biographical details referred to above.
Ordinary Resolution 4 is for the re-appointment of Neil Rogan as a
director of the Company. Having served on the Board for under
eight years, Neil remains a fully independent non-executive director.
Neil brings investment trust, Asian, investment management and
Chair experience to the Board.
Ordinary Resolution 5 is for the re-appointment Vanessa Donegan
as a director of the Company. Having served on the Board for under
six years, Vanessa remains a fully independent non-executive director.
Vanessa brings significant fund management experience of investing
institutional and retail portfolios in Asian stock markets to the Board.
Ordinary Resolution 6 is for the re-appointment of Myriam Madden
as a director of the Company. Having served on the Board for under
four years, Myriam remains a fully independent non-executive
director. Myriam brings to the Company recent and relevant financial
experience.
Ordinary Resolution 7 is for the re-appointment of Sonya Rogerson
as a director of the Company. Having served on the Board for under
three years, Sonya remains a fully independent non-executive director.
Sonya brings extensive legal, compliance, governance and risk
management experience to the Board.
Ordinary Resolutions 8 to 11 are for the appointment of Matthew
Dobbs, Susan Sternglass Noble, Nicole Yuen and James Will who
joined the Board on 14 February 2025 following completion of the
combination.
Ordinary Resolution 8 is for the appointment of Matthew Dobbs as
a director of the Company. Matthew brings significant investment
insight, and regional experience, to the Board and has excellent
knowledge of the investment management sector.
Ordinary Resolution 9 is for the appointment of Susan Sternglass
Noble as a director of the Company. Susan to brings extensive
investment, industry and corporate governance expertise to the
Board.
Ordinary Resolution 10 is for the appointment of James Will as a
director of the Company. James brings significant investment trust
and legal and regulatory experience to the Board.
Ordinary Resolution 11 is for the appointment of Nicole Yuen as a
director of the Company. Nicole brings significant expert investment
insight and knowledge of Asia and in particular the Greater China
region to the Board.
Ordinary Resolution 12 is to re-appoint Ernst & Young LLP as auditor
of the Company.
Ordinary Resolution 13 is to authorise the Audit Committee to
determine the remuneration of the auditor.
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 41
Special Business
To consider and, if thought fit, to pass the following resolutions of
which resolution 14 will be proposed as an ordinary resolution and
resolutions 15 to 18 as special resolutions:
Ordinary Resolution 14 is to renew the Directors’ authority to allot
shares. Your Directors are seeking authority to allot new ordinary
shares up to an aggregate nominal value of £2,037,931 (10% of the
Company’s issued share capital as at 15 July 2025). This will allow
Directors to issue shares within the prescribed limits should
opportunities to do so arise that they consider would be in
shareholders’ interests. This authority will expire at the AGM in 2026.
Special Resolution 15 is to renew the authority to disapply
pre-emption rights. Your Directors are asking for authority to issue
new ordinary shares for cash up to an aggregate nominal value of
£2,037,931 (10% of the Company’s issued share capital as at
15 July 2025), disapplying pre-emption rights. This will allow shares
to be issued to new shareholders without them first having to be
offered to existing shareholders, thus broadening the shareholder
base of the Company. This authority will not be exercised at a price
below NAV so the interests of existing shareholders are not diluted
and will expire at the AGM in 2026.
Special Resolution 16 is to renew the authority for the Company to
purchase its own ordinary shares. Your Directors are seeking
authority to purchase up to 30,548,593 ordinary shares (14.99% of
the Company’s issued ordinary share capital as at 15 July 2025),
subject to the restrictions referred to in the Notice of the AGM. This
authority will expire at the AGM in 2026. Your Directors are
proposing that ordinary shares bought back by the Company either
be cancelled or, alternatively, be held as treasury shares with a view
to their resale, if appropriate, or later cancellation. Any resale of
treasury shares will only take place on terms that are in the best
interest of shareholders.
Special Resolution 17 is to permit the Company to hold general
meetings (other than AGMs) on 14 days’ notice, which is the
minimum notice period permitted by the Companies Act 2006. The
EU Shareholder Rights Directive increases the minimum notice
period to 21 days unless two conditions are met. The first condition
is that the company offers facilities for shareholders to vote by
electronic means. The second condition is that there is an annual
resolution of shareholders approving the reduction in the minimum
notice period from 21 days to 14 days, hence this resolution being
proposed. It is intended that this flexibility will be used only where
the Board believes it is in the interests of shareholders as a whole.
Special Resolution 18 – Cancellation of Share Premium Account
As noted in the Chairman’s statement on page 9, the Company’s
share premium account is a non-distributable reserve and the
Company is therefore unable to use the amount standing to the
credit of this account for the purpose of, among other things, making
purchases of its shares and other distributions to shareholders,
including the payment of dividends. The Company’s share premium
account arose following the issue of shares in connection with the
combination with DGN which completed on 13 February 2025.
However, the Company’s Act 2006 does permit the Company
(subject to the approval of shareholders and the subsequent approval
by the Court) to cancel or reduce its share premium account and
credit the resulting sum (less an amount equal to certain of the
Company’s liabilities as at the date of the Court’s approval) to the
Company’s distributable reserves.
This will improve the Company’s distributable reserves position and
will provide the Company with flexibility to support, amongst other
things, the purchase of the Company’s shares and facilitating other
distributions to shareholders in the future, including the payment of
dividends.
Accordingly, resolution 18 seeks shareholder approval to cancel the
entire amount standing to the credit of the Company’s share
premium account. Subject to confirmation by the Court and the
cancellation taking effect, the amount so cancelled will be credited
to the Company’s distributable reserves.
The cancellation of the Company’s share premium account will have
no impact of the value of your shares and will merely ensure that
the Company has increased distributable reserves available to
undertake purchases of its own shares or other distributions to
shareholders in the future. The Board believes this action is in
shareholders’ interests and recommends that you vote in favour of
the resolution.
By order of the Board
Invesco Asset Management Limited
Corporate Company Secretary
Perpetual Park
Perpetual Park Drive
Henley-on-Thames
Oxfordshire
RG9 1HH
16 July 2025
42
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43
The Board and Committees
Responsibility for good governance lies with the Board. The governance framework of the Company reflects the fact that as an Investment
Company it has no employees and outsources investment management and administration to the Manager and other external service
providers.
The Board
Chairman: Neil Rogan
Senior Independent Director:
Vanessa Donegan
Members: All directors
Key responsibilities:
– to set strategy, values and
standards;
– to provide leadership and
governance within a
framework of prudent and
effective controls which
enable risk to be assessed
and managed; and
– to challenge constructively and
scrutinise performance of all
outsourced activities.
The Company’s Corporate
Governance Framework
Nomination Committee
Chairman: Neil Rogan
Members: All directors
Key responsibilities:
– to review regularly the Board’s structure and
composition, board succession and evaluation; and
– to make recommendations for any changes and
nominations for new appointments.
Remuneration Committee
Chairman: Vanessa Donegan
Members: All directors
Key responsibilities:
– to set and review the remuneration policy of the
Company; and
– to review annually Directors’ fees and make
recommendations for any changes.
Management Engagement Committee
Chairman: Neil Rogan
Members: All directors
Key responsibilities:
– to review regularly the management contract; and
– to undertake an annual performance evaluation of
the Manager.
Audit Committee
Chairman: Myriam Madden
Members: All directors excluding Neil Rogan
Key responsibilities:
– to oversee financial reporting and internal financial
and non-financial controls, risk and compliance; and
– to review other service providers, including
the auditor.
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 43
FOR THE YEAR ENDED 30 APRIL 2025
This Corporate Governance Statement forms part of the Directors’
Report.
Corporate Governance Principles
The Board is committed to maintaining the highest standards of
Corporate Governance and is accountable to shareholders for the
governance of the Company’s affairs.
The Board of Invesco Asia Dragon Trust plc has considered the
principles and recommendations of the AIC Code of Corporate
Governance (‘AIC Code’). The AIC C
ode addresses all the
principles set out in the UK Corporate Governance Code
(‘UK Code’), as well as setting out additional principles and
recommendations on issues that are of specific relevance to
investment trusts.
The AIC Code is available from the Association of Investment
Companies website (www.theaic.co.uk). The UK Code is available
from the Financial Reporting Council’s (‘FRC’) website
(www.frc.org.uk).
The Company has complied with the recommendations of the AIC
Code and the relevant provisions of the UK Code, except as set
out below.
The UK Code includes provisions relating to:
• the role of the chief executive;
• engagement with the workforce;
• executive directors’ remuneration; and
• the need for an internal audit function.
For the reasons set out in the AIC Code, and as explained in the
UK Code, the Board considers these provisions are not relevant
to the position of Invesco Asia Dragon Trust plc, being an
externally managed investment company. In particular, all of the
Company’s day-to-day management and administrative functions
are outsourced to third parties, whilst the Manager has its own
internal audit function. The Company has therefore not reported
further in respect of these provisions.
Information on how the Company has applied the principles of
the AIC Code and the UK Code is provided in the Directors’ Report
as follows:
The composition and operation of the Board and its committees
are detailed on pages 43 to 46, and pages 48 and 49 in respect
of the Audit Committee.
The Company’s approach to internal control and risk management
is detailed on page 46.
The contractual arrangements with, and assessment o
f, the
Manager are summarised on pages 39 and 40.
The Company’s capital structure and voting rights are
summarised on page 40.
The most substantial shareholders in the Company are listed on
page 41.
The rules concerning the appointment and replacement of
directors are contained in the Company’s Articles of Association
and are discussed on page 45. There are no agreements between
the Company and its directors concerning compensation for loss
of office.
Powers to issue or buy back the Company’s shares require annual
approval by shareholders. Any amendments to the Company’s
Articles of Association may require a resolution to be passed by
shareholders.
The Board
At the date of this report the Board has eight Directors, all of whom
the Board regards as independent with no conflicting relationships.
During the year, Matthew Dobbs, Susan Sternglass Noble,
James Will and Nicole Yuen joined the Board from Asia Dragon
Trust plc on completion of the combination on 14 February 2025.
The Directors have a range of business, legal, financial and asset
management skills and experience relevant to the direction and
control of the Company. Brief biographical details of members of
the Board are shown on pages 37 and 38.
When considering the independence of directors, the Board takes
into account their experience and whether a Director is
independent in character and judgement. The Board considers
that all Directors are independent of the Company’s Manager.
Chairman
The Chairman of the Board is Neil Rogan. Mr Rogan was
appointed to the Board on 1 September 2017 and became
Chairman on 31 July 2018.
Senior Independent Director
Vanessa Donegan was appointed as Senior Independent Director
on 8 September 2022. She is available to shareholders if they
have concerns where contact through the normal channels of
Chairman, Manager or Company Secretary have failed to resolve
or for which such contact is inappropriate.
Board Function
The Board meets five times each year and additional meetings are
arranged as necessary. Regular contact is maintained between the
Manager, the Chairman and the other Directors between formal
meetings. Board meetings follow a formal agenda, which includes
a review of the investment portfolio with a report from the
Manager on the current investment position and outlook, strategic
direction, ESG, performance against stock market indices and the
Company’s peer group, asset allocation, gearing policy, cash
management, revenue forecasts for the financial year, marketing
and shareholder relations, corporate governance, regulatory and
industry changes and other issues. To enable the Directors to fulfil
their roles, Directors have timely access to all relevant
management, financial and regulatory information.
Committees
The membership and key responsibilities of the individual
nomination, remuneration, management engagement and audit
committees are set out in the Company’s Corporate Governance
Framework on page 43. All the Committees have written terms of
reference which are reviewed regularly and clearly define their
responsibilities and duties. They will be available for inspection at the
AGM and can be inspected at the registered office of the Company
as well as on
the Company’s page of the Manager’s website.
Corporate Governance
Statement
44
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45
Nomination Committee
The Nomination Committee is responsible for identifying and
nominating to the Board suitable candidates taking into
consideration any identified requirements, the benefits of
diversity and the ability of any new director to devote sufficient
time to the Company to carry out his or her own duties
effectively. The Board has complied with the targets set out in
the FCA’s Listing Rule 9.8.6R (9)(a). Further details can be found
on pages 34 and 35.
All Directors are members of the Nomination Committee under
the chairmanship of Neil Rogan. The Committee met once during
the year to review succession planning and Board evaluation.
During the year the Committee reviewed the performance of the
Chairman, the Board and its sub-committees. Succession planning
was also reviewed taking into consideration the skills and tenure
of the Directors.
No Director has a contract of employment with the Company.
Directors’ terms and conditions of appointment are set out in
letters of appointment which are available for inspection at the
registered office of the Company, on the Company’s section of
the Manager’s website and will also be available at the AGM.
Appointment, Re-election and Tenure of
Directors
New Directors are appointed by the Board, following
recommendation by the Nomination Committee. The Articles of
Association require that a Director shall be subject to election at
the first AGM after appointment, and re-election at least every
three years thereafter. However, the Board has resolved that all
Directors shall stand for annual re-election at the AGM. An outline
of the reasons why each Director’s contribution and skills continue
to be important to the Company’s long-term sustainable success
are included on page 41.
On being appointed to the Board, Directors are fully briefed as to
their responsibilities and are regularly provided throughout their
terms in office with all necessary information on industry and
regulatory matters. The Manager and the Board have formulated
a programme of induction training for newly appointed Directors.
They have also put arrangements in place to address ongoing
training requirements of Directors, including briefings from key
members of the Manager’s staff which ensure that Directors can
keep up to date with new regulation, best practice and the
changing risk environment.
A Director’s tenure of office will normally be a maximum
nine years, except that the Board may determine otherwise if it
is considered that the continued service on the Board of an
individual Director is in the best interests of the Company and its
shareholders. The Chairman’s tenure of office will also normally
be for up to nine years, except that the Board may determine
otherwise if it is considered that the continued service on the
Board of a Chairman, who has in addition served a period of time
as a Director, is in the best interests of the Company and its
shareholders. As such, it is intended that Neil Rogan will retire
from the Board no later than the 2026 AGM after having served
the Company for nine years. The Board considers that this
approach encourages its regular refreshment and is conducive to
fostering diversity of its constituents.
Board, Committees and Directors’
Performance Appraisal
The Directors recognise the importance of the AIC Code’s
recommendations in respect of evaluating the performance of the
Board as a whole, of the respective Committees and of individual
Directors. Performance of the Board, Committees and Directors
has been assessed during the y
ear in terms of:
• attendance at Board and Committee meetings;
• the independence of individual Directors;
• the ability of Directors to make effective contributions to
the Board and Committees through the range and diversity
of skills, experience and knowledge each Director brings to
their roles; and
• the Board’s ability to challenge the Manager’s
recommendations, suggest areas of debate and set the
future strategy of the Company.
The Board has conducted its performance evaluation through
formal questionnaires and discussion between the Directors and
the Chairman/Senior Independent Director respectively via the
new Board evaluation tool BoardForms. The performance of the
Chairman is evaluated annually, with discussion of his
performance led by the Senior Independent Director, who in turn
provides the Chairman with feedback. The employment of an
external consultant, Lintstock, f
or the purposes of performance
evaluation was last carried out in 2023 and shall be considered
by the Board at a future date. The results of the most recent
evaluation concluded that the Chairman, Board and Committees
of the Board are effective, as are individual Directors. The
Directors continue to provide a wide range of experience from
different professional backgrounds, continue to make valuable
contributions and demonstrate commitment to their respective
roles. In the Board’s considered view, all Directors were
independent.
Attendance at Board and Committee Meetings
The following table sets out the number of scheduled Directors’ meetings (including Committee meetings) held during the year ended
30 April 2025 and the number of meetings attended by each Director.
Management
Audit Engagement Remuneration Nomination
Meeting: Board Committee Committee Committee Committee
Scheduled Meetings Held
(1)
: 5 3 1 1 1
Meetings Attended:
Neil Rogan
(2)
5 3 1 1 1
Vanessa Donegan 5 3 1 1 1
Myriam Madden 5 3 1 1 1
Sonya Rogerson 5 3 1 1 1
Matthew Dobbs
(3)
1 1 1 – –
Susan Sternglass Noble
(3)
1 1 1 – –
James Will
(3)
1 1 1 – –
Nicole Yuen
(3)
1 1 1 – –
(1) Additional ad-hoc meetings of the Board and standing committees of the Board were held to deal with time sensitive matters including dividend declarations and the combination.
(2) Neil Rogan is not a member of the Audit Committee but may attend by invitation.
(3) Appointed to the Board on 14 February 2025.
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 45
Remuneration Committee
The Directors’ Remuneration Policy was reviewed by the
Committee during the year and is set out in full in the Directors’
Remuneration Report. The Committee also reviewed the
Directors’ annual fee rates during the year, taking into account
the work undertaken by Directors as well as peer group and
industry comparatives. The Committee agreed to increase the
Directors’ remuneration. Further details can be found in the
Directors’ Remuneration Report on page 50. As part of its review,
the Committee considered the appointment of an external
consultant but was satisfied that this was not required due to the
quality of the market information provided to the Committee by
the Manager.
Board Responsibilities
The Board has overall responsibility for the Company’s affairs.
Directors have a duty to promote the success of the Company
taking into consideration the likely consequences of any decision
in the long-term; the need to foster the Company’s business
relationships with its Manager and advisers; the impact of the
Company’s operations on the community and the environment;
the desirability of the Company maintaining a reputation for high
standards of business conduct; and the need to act fairly as
between shareholders of the Company. This is reported in the
Strategic Report on pages 32 to 34. The Directors are equally
responsible for promoting the success of the Company by
directing and supervising its affairs within a framework of
effective controls which enable risk t
o be assessed and managed.
In addition, the Directors are responsible for ensuring that their
policies and operations are in the best interests of all of the
Company’s shareholders and that the interests of creditors and
suppliers to the Company are properly considered.
The Board is committed to the prevention of corruption in the
conduct of the Company’s affairs and, taking account of the
nature of the Company’s business and operations, has put in place
procedures that the Board considers adequate to prevent persons
associated with it from engaging in bribery for and on behalf of
the Company and has a zero tolerance approach towards the
criminal facilitation of tax evasion. In addition, the Board is
responsible for ensuring that the Company’s policies and activities
are in the interests of the Company’s shareholders and that the
interests of creditors and suppliers to the Company are properly
considered. The long-term success of the Company is promoted
by directing and supervising its affairs within a framework of
effective controls which enable risk t
o be assessed and managed.
A formal schedule of matters reserved for decision by the
Board and responsibilities of the Board is available at the
Company’s registered office and on the Company’s section of the
Manager’s website at www.invesco.co.uk/invescoasia. The main
responsibilities include: setting the Company’s objectives, policies
and standards; ensuring that the Company’s obligations to
shareholders and others are understood and complied with;
approving accounting policies and dividend policy; managing the
capital structure; setting long-term objectives and strategy;
assessing risk and o
verseeing its mitigation, reviewing investment
performance; approving loans and borrowing. The Board also
seeks to ensure that shareholders are provided with sufficient
information, in order to understand the balance between risk and
reward to which they are exposed by holding the Company’s
shares, through the portfolio details given in the annual and
half–yearly financial reports, factsheets and daily net asset value
disclosures.
The Board meets on a regular basis, at least five times each year.
Additional meetings are arranged as necessary. Board meetings
follow a formal agenda which includes a review of the Company’s
discount, investment portfolio (with a report from the Manager
on the current investment position and outlook), strategic
direction, performance versus stock market indices and the
Company’s peer group, asset allocation, gearing policy, cash
management, revenue forecasts for the financial year, marketing
and shareholder relations, corporate governance, regulatory
changes, industry best practice and other issues.
To enable the Directors of the Board to fulfil their roles, Directors
have timely access to all relevant management, financial and
regulatory information.
There is an agreed procedure for Directors, in the furtherance of
their duties, to take legal advice at the Company’s expense up to
an initial cost of £10,000, having first consulted the Chairman.
Internal Control and Risk Management
The Directors acknowledge that they are responsible for the
Company’s systems of internal financial and non-financial controls
which have been in place throughout the year and up to the date
of this report. The control systems are designed to provide
reasonable, but not absolute, assurance against material
misstatement or loss and to manage rather than eliminate the
risk of failure to achieve business objectives.
Details of the Company’s internal control and risk management
are set out on pages 26 to 31. The Directors consider that the
Company’s internal control and risk management systems enable
the Company to comply with the FRC’s guidance on such.
Accountability and Audit
The Directors’ responsibilities for the Company’s accounting
records and financial statements are set out on page 53. The
Independent Auditor’s Report appears on pages 56 to 62.
Audit Committee
The composition and activities of the Audit Committee are set out
in the Audit Committee Report on pages 48 and 49, and are
included in this report by reference.
Management Engagement Committee
All Directors are members of the Committee. The Committee
meets annually to review the investment management agreement
with the Company’s Manager and to review the services provided
by the Manager.
During the year the Committee reviewed the performance of the
Portfolio Managers against the Company’s benchmark and peer
group as well as the administration services provided by the
Manager including company secretarial. In addition, investment
management fees were reviewed against those in the peer group
and other comparative products. The Committee recommended
the continuing appointment of the Manager and Company
Secretary on the same terms. The basis of the Committee’s
assessment is set out in det
ail on pages 39 and 40.
Relations with Shareholders
Shareholder relations are given high priority by both the Board and
the Manager. The prime medium by which the Company
communicates with shareholders is through the Half-Yearly and
Annual Financial Reports which aim to provide shareholders with
a full understanding of the Company’s activities and results. This
information is supplemented by the daily calculation of the net
asset value of the Company’s ordinary shares, which is published
via the London Stock Exchange and in the monthly factsheets.
Shareholders are encouraged to attend the AGM and hear a
presentation by the Portfolio Managers and have the opportunity
to address questions to the Chairman and the Chairs of the
Committees of the Board following the formal business of the AGM.
There is regular dialogue between the Manager and major
shareholders to discuss aspects of investment performance,
governance and strategy and to listen to shareholder views in
order to help to develop a balanced understanding of their issues
and concerns. In addition, the Company retains the services of
46
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47
Kepler Partners LLP and Edison Investment Research, marketing
and research specialists that broaden the awareness of the
Company’s activities across a spectrum of regionally-based
discretionary wealth managers. General presentations to both
institutional shareholders and analysts follow the publication of
the Annual Financial results. All meetings between the Portfolio
Managers and institutional and other shareholders are reported
to the Board. It is the intention of the Board that the Annual
Financial Report be issued to shareholders so as to provide
20 working days’ notice of the AGM. Shareholders wishing to
lodge questions in advance of the AGM should do so by email to
the Company Secretary at investmenttrusts@invesco.com or, by
letter, to 60 London Wall, London EC2M 5TQ.
The Company Secretary ensures that all correspondence
addressed t
o the Company, other than junk mail, is reported to
the Board and dealt with in a timely manner.
Shareholders can also visit the Company’s page of the Manager’s
website in order to access copies of annual and half-yearly
financial reports, pre-investment information, key information
document, shareholder circulars, factsheets and stock exchange
announcements. Shareholders can also access various Company
reviews and information such as an overview of Asian equities
and the Company’s share price. Finally, shareholders are able to
access copies of the schedule of matters reserved for the Board,
terms of reference of the Board committees and, following any
shareholders’ general meetings, proxy voting results.
By order of the Board
Invesco Asset Management Limited
Corporate Company Secretary
Perpetual Park
Perpetual Park Drive
Henley-on-Thames
Oxfordshire
RG9 1HH
16 July 2025
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 47
Audit Committee
Report
FOR THE YEAR ENDED 30 APRIL 2025
The Audit Committee is chaired by Myriam Madden. All directors,
with the exception of the Chairman of the Board, are members
of the Audit Committee. Whilst the Chairman of the Board is not
a member of the Audit Committee, they may attend by invitation.
The Committee members consider that, collectively, they are
appropriately experienced to fulfil the role required.
Audit Committee Responsibilities and
Activities
The Committee met three times during the year and the main
duties undertaken included:
– consideration of the Manager’s internal control systems and
risk management systems and their effectiveness;
– a review of the Company’s risk control summary matrix and
consideration of the completeness of the identified risks, the
categories of risk faced by the Company, the probability of
their occurrence and the residual effect on the Company after
taking account of controls. These controls included those
established by the Board as well as those exercised by the
Manager and the Company’s other external service providers.
An exercise to identify significant emerging risks relevant to
the Company was also undertaken during the year;
– consideration of the assurance provided by the Manager’s
internal audit and compliance departments including the
scope of work undertaken, together with reviews of the
Company’s procedure for detecting fraud and the
Manager’s whistleblowing arrangements;
– the review of the Company’s depositary, independent
control reports from the third party providers and specific
reports on information and cyber security risks.
– consideration of the annual and half-yearly financial reports
ensuring compliance with relevant statutory and listing
requirements; appropriateness of accounting policies
applied; any financial judgements and key assumptions;
and disclosures made therein in relation to internal controls
and risk management, going concern and the long term
viability of the Company;
– to consider and advise the Board on whether the annual
report as a whole is fair, balanced and understandable and
provides the necessary information for shareholders to
assess the C
ompany’s position and performance, business
model and strategy; and
– management of the relationship with the external auditor.
This included: the scope, nature and planning of the audit;
discussion of matters for audit focus; evaluation of the results
identified in the auditor’s reports; consideration of the
effectiveness, independence and objectivity of their audit;
recommendation to the Board in respect of the auditor’s
appointment for the year ended 30 April 2025 and for the
terms of their audit engagement.
Representatives of the auditor attended the Committee meeting
at which the draft Annual Financial Report was reviewed and were
given the opportunity to speak to Committee members without
the presence of representatives of the Manager. The Committee
met with representatives of the Manager and received reports on
the quality and effectiveness of the accounting records and
management information maintained on behalf of the Company
and the systems of internal controls in place. Representatives of
the Manager’s Compliance and Internal Audit departments
provide assurance to the Committee, by attending meetings and
reporting updates, one meeting being prior to approval and
signature of the Annual Financial Report. The Committee has
direct access to the depositary which provided its report to the
Committee at a meeting to discuss the Annual Financial Report.
Accounting Matters and Significant Issues
The table below describes the significant issues considered by the Audit Committee in relation to the financial statements for the year
ended 30 April 2025, and how these w
ere addressed.
Significant Issue How Addressed
During the year holdings are reconciled by the Manager to the custodian records on a daily
basis. The Committee reviewed the Manager’s and custodian’s independently audited
service organisation control reports. The depositary also undertakes their own independent
monthly reconciliations.
Proof of the existence and
ownership of the Company’s
investments and cash
Actively traded listed investments are valued using stock exchange prices provided by
third party pricing vendors in line with the accounting policy stated in note 1(c)(v) on
page 68. On a periodic basis the depositary independently checks the valuation of the
portfolio and would notify the Committee of any significant issues. No such issues arose in
the year.
Valuation of investments
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49
Significant Issue How Addressed
These mat
ters were discussed with the Manager and the auditor and were satisfactorily addressed through consideration of reports
provided by, and discussed with, the Manager and the auditor at the conclusion of the audit process. There were no significant matters
arising from the audit that needed to be brought to the Board’s attention.
Consequently, and following a thorough review process of the
2025 Annual Financial Report, the Audit Committee advised the
Board that the report taken as a whole is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the C
ompany’s position and performance,
business model and strategy.
Review of the External Auditor and Audit
Tender
As reported in the Annual Financial Report for the year ended
30 April 2024, following a competitive audit process, Ernst &
Young LLP (‘EY’) were appointed as auditor of the Company on
24 January 2025 and this is therefore their first year auditing
the Company's Annual Financial Report. Matthew Price was
appointed Audit Partner for the 2025 year end.
The Committee evaluated the independence, performance and
effectiveness of EY and the competitiveness of its fee during the
year to 30 April 2025. This included discussions with the
Manager and review of the audit planning, execution and
reporting, the quality of the audit work and the auditor’s
independence. Following this evaluation the Committee confirmed
that the quality of audit service provision was satisfactory.
Accordingly a resolution to re-appoint EY for the year ending
30 April 2026 and for the Audit Committee to determine their
remuneration will be put to shareholders at the forthcoming AGM.
Policy on non-audit services
In accordance with the FRC’s Ethical Standards, the Company’s
policy prohibits the majority of non-audit services and requires all
non-audit services which are closely linked to the audit itself or
required by law or regulation to be approved in advance by the
Audit Committee. Prior to any engagement, the Audit Committee
would consider whether the skills and experience of the auditor
make them a suitable supplier of such services and ensure that
there is no threat to objectivity and independence in the conduct
of the audit as a result.
No fees were paid or payable to the auditor for non-audit services
in the year under review (2024: £nil).
Internal Controls and Risk Management
Details of the Company’s internal control and risk management,
and the work undertaken by the Audit Committee with respect to
them, are set out on pages 26 to 31.
Internal Audit
Due to the nature of the Company, being an externally managed
investment company with no executive employees, and in view of
the Manager having an internal audit function, the Company does
not have its own internal audit function. The Committee receives
and reviews reports from the Manager’s Internal Audit
department.
Committee Evaluation
The Committee’s activities formed part of the review of Board
effectiveness performed in the year. Details of this process can
be found under ‘Board, Committees and Directors’ Performance
Appraisal’ on page 45.
The Competition and Markets Authority
Order
The Company complied throughout the year ended 30 April 2025
with the provisions of the Statutory Audit Services Order 2014,
issued by the Competition and Markets Authority.
Yours faithfully,
Myriam Madden
Chairman of the Audit Committee
16 July 2025
Significant work was undertaken by the Committee in relation to the financial elements of
the combination during the year under review. These activities included:
• the review of the detailed scope, terms of appointment and fees for the reporting
accountants appointed to act for the Company in relation to the transaction,
Johnston Carmichael LLP;
• the review of the outcome of the work that Johnston Carmichael undertook on the
model used to support the fair value calculations;
• review of the financial model t
o assess the costs and financial implications of the
proposed combination and review of the valuation methodology;
• the Committee also assessed the impact o
f the combination on the ongoing risk
management framework, including assessing implement
ation risk as the transaction
progressed and the short term implementation risk following the completion of the
transaction; and
• in the preparation of the report and accounts, the Committee considered the
accounting for the combination, including the new management fee arrangements
including the treatment of cost contribution.
Throughout the year under review, the Board as a whole considered all information relating
to the combination and it was the Board as a whole that made all decisions relating to the
combination.
Combination with Asia Dragon
Trust plc
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 49
FOR THE YEAR ENDED 30 APRIL 2025
This report has been prepared under the requirements of the
Large and Medium-sized Companies and Group (Accounts and
Reports) (Amendments) Regulations 2013 and in accordance
with the Listing Rules of the FCA. A resolution for the approval
of the Annual Statement and Report on Directors’ Remuneration
(advisory) will be put to shareholders at the forthcoming AGM.
The Company’s auditor is required to audit certain sections of the
disclosures provided in this report. Where disclosures have been
audited, they are indicated as such in this report. The
independent auditor’s opinion is included on pages 56 to 62.
Remuneration Committee
All Directors are members of the Remuneration Committee under
the Chairmanship of Vanessa Donegan. Details of the
Remuneration Committee, including responsibilities and terms of
reference, are contained within the Corporate Governance
Statement on page 46.
Directors’ Remuneration Policy
The Directors’ Remuneration Policy (the Policy) was last approved
by shareholders at the AGM on 21 September 2023 and became
effective on that date.
The Policy states that the remuneration of Directors should be
fair and reasonable in relation to the duties, responsibilities and
time commitment of Directors; be sufficient to retain and
motivate appointees, as well as ensure that candidates of a high
calibre are recruited to the Board but not be more than necessary
for the purpose; and be comparable to that of other similar
investment trusts. Furthermore the remuneration of Directors will
also take into consideration any committee memberships and
chairmanship duties, as well as taking into account the views,
where raised and appropriate, of shareholders.
Fees for directors are determined by the Board within the limits
stated in the Company’s Articles of Association (‘Articles’). The
maximum currently dictated by the Company’s Articles is
£400,000 in aggregate per annum.
In addition to fees, Directors are entitled to be reimbursed for any
reasonable expenses properly incurred by them in the
performance of their duties. Directors are not eligible for bonuses,
pension benefits, share options or other incentives or benefits.
Directors are not entitled to exit payments or any compensation
for loss of office. Directors do not have contracts of employment.
Directors’ terms and conditions of appointment are set out in
letters of appointment, copies of which are available for
inspection at the registered office of the Company.
Notwithstanding the above, the Company’s Articles also provide
that additional discretionary payments can be made for services
which, in the opinion of the Directors, are outside the scope of
the ordinary duties of a Director.
The level of Directors’ remuneration is reviewed annually,
although such review will not automatically result in any changes.
This Policy will apply to any new directors, who will be paid the
appropriate fee based on the Directors’ fee levels in place at the
date of appointment.
The Board may amend the level of remuneration paid to Directors
within the parameters of the Directors’ Remuneration Policy.
The Company has no employees and consequently has no policy
on the remuneration of employees.
Annual Statement on Directors’
Remuneration
For the year to 30 April 2025, Directors were paid fees at the
following rates:
Chairman £43,400; Audit Chairman £37,200;
and other Directors £31,000.
A review of Directors’ fees is conducted annually by the
Remuneration Committee taking into consideration the increasing
demands and accountability of the corporate governance and
regulatory environment and the fees of the comparable
investment companies.
Based on information provided by the Manager, and industry
research on the level of fees paid to the Directors of the
Company’s peers and within the Investment Trust industry
generally, it was agreed to increase Directors’ fees with effect
from 1 May 2025 as follows: Chairman £47,000; Audit Chairman
£40,000; Senior Independent Director £37,000; and other
Directors £33,500.
The Board believes these fee levels properly reflect the time spent
by the Directors on the Company’s business and are at a level to
ensure that candidates of a high calibre are recruited to the
Board.
There were no other major decisions on directors’ remuneration
or any other changes to the remuneration paid to each individual
director in the year under review. An external remuneration
consultant was not used.
Directors’ Remuneration
Report
50
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 50
51
Report on Remuneration for the Year Ended 30 April 2025
The Company’s Performance
The graph below plots, in annual increments, the net asset value total return and share price total return to ordinary shareholders
compared to the total return of the composite benchmark (see definition of benchmark in the Glossary of Terms and Alternative
Performance Measures on page 87), which was adopted by the Compan
y for comparison purposes.
Figures have been rebased to 100 at 30 April 2015.
l
Share Price
l
Benchmark Index
l
Net Asset Value
Source: LSEG Data & Analytics.
Single Total Figure of Remuneration for the Year (Audited)
The single total figure of remuneration for each Director who served during the year is detailed below, together with the prior year
comparative.
2025 2024
Taxable Taxable
Fees Benefits
(1)
Total Fees Benefits
(1)
Total
£ £ £ £ £ £
Neil Rogan
(2)
43,400 302 43,702 42,000 – 42,000
Vanessa Donegan
(3)
31,000 – 31,000 30,000 – 30,000
Myriam Madden
(4)
37,200 4,076 41,276 36,000 4,043 40,043
Sonya Rogerson 31,000 455 31,455 30,000 790 30,790
Matthew Dobbs
(5)
6,441 – 6,441 – – –
Susan Sternglass Noble
(5)
6,441 – 6,441 – – –
James Will
(5)
6,441 650 7,091 – – –
Nicole Yuen
(5)
6,441 8,410 14,851 – – –
Total 168,364 13,893 182,257 138,000 4,833 142,833
(1) Taxable benefits relate to the grossed up costs of travel.
(2) Chairman of the Board, Nomination Committee and Management Engagement Committee and highest paid director.
(3) Chairman of the Remuneration Committee and Senior Independent Director.
(4) Chairman of the Audit Committee.
(5) Appointed to the Board on 14 February 2025.
Directors’ Shareholdings and Share Interests (Audited)
The beneficial interests of the Directors in the ordinary share capital of the Company are set out below:
30 April 30 April
2025 2024
Neil Rogan
(1)
109,454 109,454
Vanessa Donegan 8,285 5,069
Myriam Madden 4,500 4,500
Sonya Rogerson 9,142 9,142
Matthew Dobbs
(2)
45,000 –
Susan Sternglass Noble
(2)
30,000 –
James Will
(2)
13,000 –
Nicole Yuen
(2)
– –
(1) Neil Rogan has non-beneficial interest in 8,842 ordinary shares via connected persons.
(2) Appointed to the Board on 14 February 2025.
Save as aforesaid, no Director had any other interests, beneficial or otherwise, in the shares of the Company during the period.
Directors hold shares in the Company at their discretion. Share ownership is encouraged, but no guidelines have been set.
50
100
150
200
250
202520242023202220212020
2019
2018201720162015
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 51
Relative Importance of Spend on Pay
The Company has no employees. The following table compares the remuneration paid to the non-executive Directors with aggregate
distributions to shareholders in respect of the year to 30 April 2025 and the prior year:
2025 2024 Change Change
£’000 £’000 £’000 %
Total Directors’ remuneration 182 143 39 27.3
Total shareholder distributions in respect of the
accounting year 15,580 9,387 6,193 66.0
Annual Percentage Change in Directors’ Remuneration
The table below sets out the annual percentage change in Directors’ remuneration for the past four years.
Year ended Year ended Year ended Year ended
30 April 30 April 30 April 30 April
2025 2024 2023 2022
Fees Fees Fees Fees
% % % %
Neil Rogan 3.3 13.5 – 8.5
Myriam Madden
(1)
3.3 20.0
(2)
127.8
(3)
n/a
Vanessa Donegan 3.3 11.1 — 7.1
Sonya Rogerson
(4)
3.3 45.0
(5)
n/a n/a
Matthew Dobbs
(6)
n/a n/a n/a n/a
Susan Sternglass Noble
(6)
n/a n/a n/a n/a
James Will
(6)
n/a n/a n/a n/a
Nicole Yuen
(6)
n/a n/a n/a n/a
(1) Appointed to the Board on 4 November 2021.
(2) The % increase reflects the completion of a full year in post as Chair of the Audit Committee and the increase in fees for all dir
ectors from 1 April 2023.
(3) Appointed Chair of the Audit Committee on 2 August 2022. The % increase reflects the completion of a full year in post as direct
or, her change of role during the course of the year to
30 April 2023 and the additional fee associated with this position.
(4) Appointed to the Board on 26 July 2022.
(5) The % increase reflects the completion of a full year in post and the increase in fees for all directors from 1 April 2023.
(6) Appointed to the Board on 14 February 2025.
Subsequent to the year end, the Directors’ fees were increased on 1 May 2025. Please refer to page 50 for further details.
Voting at Last Annual General Meeting
At the Annual General Meeting of the Company held on 12 September 2024, resolutions approving the Annual Statement and Report
on Remuneration were passed. The votes cast (including votes cast at the Chairman’s discretion) were as follows:
Votes
Resolution For against Withheld
Annual Statement and Report on Remuneration 99.85%
0.15% 16,717
Approval
This Directors’ Remuneration Report was approved by the Board of Directors on 16 July 2025.
Signed on behalf of the Board of Directors
Neil Rogan
Chairman
52
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 52
53
IN RESPECT OF THE PREPARATION OF THE ANNUAL FINANCIAL
REPORT AND THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Financial
Report and financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law they have
elected to prepare the financial statements in accordance with
UK accounting standards, and applicable law, including FRS 102
the Financial Reporting Standard applicable in the UK and
Republic of Ireland.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of its profit or loss
for that period.
In preparing these financial statements, the Directors are required
to:
– select suitable accounting policies and then apply them
consistently;
– make judgements and estimates that are reasonable and
prudent;
– state whether applicable UK accounting standards have
been followed, subject to any material departures disclosed
and explained in the financial statements;
– assess the C
ompany’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern; and
– use the going concern basis of accounting unless they
either intend to liquidate the Company or to cease
operations or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that its financial statements comply with the Companies
Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether
due to fraud or error, and have general responsibility for taking
such steps as are reasonably open to them to safeguard the
assets of the Company and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website, which is maintained by the Company’s
Manager. Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
Responsibility Statement of the Directors
in Respect of the Annual Financial Report
We confirm that to the best of our knowledge:
– the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company; and
–
the Strategic Report includes a fair review of the
development and performance of the business and the
position of the issuer, together with a description of the
principal risks and uncertainties that they face.
We consider the Annual Financial Report, taken as a whole, is fair,
balanced and understandable and provides the information
necessary f
or shareholders to assess the Company’s position and
performance, business model and strategy.
Signed on behalf of the Board of Directors
Neil Rogan
Chairman
16 July 2025
Statement of Directors’
Responsibilities
Asia Dragon 2 Governance p36-53.qxp 16/07/2025 12:19 Page 53
Asia Dragon 3 Financial pp54-77.qxp 16/07/2025 12:22 Page 54
55
Invesco Asia Dragon Trust plc
(formerly Invesco Asia Trust plc)
3
Financial
Independent Auditor’s Report ...................................................56
Income Statement ....................................................................
63
Statement of Changes in Equity ................................................
64
Balance Sheet ..........................................................................
65
Notes to the Financial Statements ............................................
66
Asia Dragon 3 Financial pp54-77.qxp 16/07/2025 12:22 Page 55
56
Opinion
We have audited the financial statements of Invesco Asia Dragon Trust Plc (“the Company”) for the year ended 30 April 2025 which
comprise the Income Statement, the Statement of Changes in Equity, the Balance Sheet and the related notes 1 to 22, including a
summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable
law and United Kingdom Accounting Standards including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic
of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• give a true and fair view of the Company’s affairs as at 30 April 2025 and of its loss for the year then ended;
• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section o
f our
report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the Financial Reporting Council’s (‘FRC’) Ethical Standard as applied to public interest entitie
s, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent of the
Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the D
irectors’ assessment of the Company’s ability to continue
to adopt the going concern basis of accounting included:
• Confirming our understanding of the Company’s going concern assessment pr
ocess by engaging with the Directors and the
Company Secretary to det
ermine the factors that were considered in their assessment.
• Inspecting the Directors’ assessment o
f going concern, including the revenue forecast and liquidity assessment, for the period
to of at least 12 months from the date the financial statements are authorised for issue. In preparing the revenue forecast, the
Company has concluded that it is able to continue to meet its ongoing costs as they fall due.
• Reviewing the factors and assumptions, including the impact of the curr
ent economic environment and other significant events
that could give rise to market volatility, applied to the revenue forecast. We considered the appropriateness of the methods used
to be able to make an assessment f
or the Company.
• Considering the mitigating factors included in the revenue forecast that are within the control of the Company. We reviewed the
Company’s assessment o
f the liquidity of investments held and evaluated the Company’s ability to sell those investments to cover
the working capital requirements should revenue decline significantly.
• Reviewing the Company’s going concern disclosur
es included in the annual report in order to assess that the disclosures were
appropriate and in conformity with the reporting standards.
Based on the work we have performed, we have not identified an
y material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelv
e months
from when the financial statements are authorised for issue.
In relation to the Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections o
f this
report. However, because not all future events or conditions can be pr
edicted, this statement is not a guarantee as to the Company’s
ability to continue as a going concern.
TO THE MEMBERS OF INVESCO ASIA DRAGON TRUST PLC
Independent
Auditor’s Report
Asia Dragon 3 Financial pp54-77.qxp 16/07/2025 12:22 Page 56
57
Overview of our audit approach
Key audit matters • Risk of incomplete or inaccurate revenue recognition, including the classification of special dividends as
revenue or capital items in the Income Statement
• Risk of incorrect valuation or ownership of the investment portfolio
• Incorrect accounting for the transaction with Asia Dragon Trust plc
Materiality • Overall materiality of £7.30 million which represents 1% of net asset value
An overview of the scope of our audit
Tailoring the scope
Our assessment o
f audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for
the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation o
f
the Company and effectiveness o
f controls, including controls and changes in the business environment when assessing the level of
work to be performed. All audit work was performed directly by the audit engagement team.
Climate change
The Company has determined that the most significant future impacts from climate change on its operations will be from how climat
e
change could affect the Company’s investments and overall investment process. This is explained on pages 25 and 26 of the business
review section, which form part of the “Other information”, rather than the audited financial statements. Our procedures on these
unaudited disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial stat
ements or
our knowledge obtained in the course of the audit or otherwise appear to be materially misstated, in line with our responsibilitie
s on
“Other information”.
Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the financial statement
s as
set out in note 1a and conclusion that there was no further impact of climate change to be taken into account as the investments ar
e
valued based on market pricing as required by FRS 102. We also challenged the Directors’ considerations of climate change in their
assessment o
f viability and associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial s
tatements
of the current period and include the most signific
ant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resourc
es in the
audit; and directing the efforts of the engagement team. T
hese matters were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Asia Dragon 3 Financial pp54-77.qxp 16/07/2025 12:22 Page 57
58
Risk Our response to the risk Key observations communicated
to the Audit Committee
The results of our procedures
identified no material misstatements
in relation to incomplete or inaccurate
revenue recognition, including
incorrect classification of special
dividends as revenue or capital items
in the Income Statement.
We have performed the following
procedures:
We obtained an understanding of the
processes and c
ontrols surrounding
revenue recognition, including the
classification of special dividends, by
performing walkthrough procedures.
For 100% of dividends received and
accrued, we recalculated the dividend
income by multiplying the investment
holdings at the ex-dividend date, traced
from the accounting records, by the
dividend per share obtained from an
independent data vendor. We agreed a
sample of dividend receipts to bank
statements. Where dividends are received
or accrued in foreign currency, we
translated the amount into the reporting
currency of the Company using exchange
rates sourced from an independent data
vendor.
For 100% of dividends accrued, we
reviewed the investee company
announcement to assess whether the
dividend obligation arose prior to 30 April
2025 and agreed the receipts to post year
end bank statements, where received.
To test completeness of recorded income,
we verified that all expected dividends for
each investee company held during the
year have been recorded as income with
reference to investee company
announcements obtained from an
independent data vendor.
For 100% of investments held during the
year, we reviewed the type of dividends
paid with reference to an external data
vendor to identify those which were
special and compared those identified to
management’s special dividend listing. We
have identified four special dividends
received during the year, of which three
were classified as revenue and one was
classified as capital. None of which is
above our testing threshold. For the
sample of two special dividends selected,
we assessed the appr
opriateness of
management’s classification as revenue or
capital by reviewing the underlying
rationale for the distributions.
Incomplete or inaccurate revenue
recognition, including the classification
of special dividends as revenue or
capital items in the Income Statement
(as described on page 48 in the Audit
Committee Report and as per the
accounting policy set out on page 67).
The total revenue for the year to 30 April
2025 was £12.68 million, consisting
primarily of dividend income from listed
equity investments.
The Company recognised four special
dividends amounting to £0.30 million, of
which £0.23 million was classified as
revenue and £0.07 million classified as
capital.
There is a risk of incomplete or
inaccurate recognition of revenue
through the failure to recognise proper
income entitlements or to apply an
appropriate accounting treatment.
The Directors may be required to
exercise judgement in determining
whether income receivable in the form of
special dividends should be classified as
‘revenue’ or ‘capital’ in the Income
Statement.
Asia Dragon 3 Financial pp54-77.qxp 16/07/2025 12:22 Page 58
59
Risk Our response to the risk Key observations communicated
to the Audit Committee
The results of our procedures
identified no material misstatement in
relation to the risk of incorrect
valuation or ownership of the
investment portfolio.
We have performed the following
procedures:
We obtained an understanding of the
processes and c
ontrols surrounding
investment valuation and legal title of
listed investments by performing
walkthrough procedures.
For 100% of investments in the portfolio,
we compared the market prices to an
independent pricing vendor and
recalculated the investment valuations as
at the year end.
We inspected the stale pricing reports
produced by the Administrator to identify
prices that have not changed around the
year end and verified that the listed price
is a valid fair value through review of
trading activity.
We compared the Company’s investment
holdings at 30 April 2025 to an
independent confirmation received directly
from the Company’s Custodian and
Depositary.
Incorrect valuation or ownership of the
investment portfolio (as described on
page 48 in the Audit Committee Report
and as per the accounting policy set out
on page 67).
The valuation of the investment portfolio
at 30 April 2025 was £772.23 million
consisting primarily of listed investments.
The Company’s investment portfolio
consists of main market listed equity
investments which are held at fair value
through profit or loss in line with the
Company’s accounting policy.
The incorrect valuation of the investment
portfolio, including incorrect application
of exchange rates, could have a
significant impact on the financial
statements. In addition, there is a risk of
misappropriation of assets and
unsecured ownership of the investment
portfolio.
The results of our procedures
identified no material misstatements
in relation to the risk of incorrect
accounting for the transaction
between the Company and Asia
Dragon Trust plc.
We have performed the following
procedures:
We have reviewed the formula asset value
calculations and check the methodology of
the calculation agrees to the scheme of
reconstruction.
We have agreed the number of shares
issued pursuant to the transaction to the
RNS announcements and agreed to the
accounting records of the Company.
We agreed the cash and investments
transferred to the Company, as part of the
transaction, to the accounting records of
the Company. We revalued the
investments transferred using market
prices and exchange rates provided by an
independent pricing vendor, and traced
the cash transferred through bank
statements.
We have obtained a breakdown of
transaction costs incurred by the Company
related to the transaction and ensured
that they have been appropriately
accounted for and disclosed in the
Statement of Changes in Equity in
accordance with UK GAAP.
We reviewed the disclosures in the annual
report and financial statements to ensure
the transaction was correctly accounted
for, including the consideration whether
the transaction represents a business
combination.
Incorrect accounting for the
transaction with Asia Dragon Trust plc
(‘DGN’) (as described in the accounting
policy set out on page 66).
On the 14 February 2025, the Company
issued new ordinary shares to DGN in
consideration for the receipt by the
Company of assets pursuant to a scheme
of reconstruction and liquidation of DGN.
The shares issued by the Company were
transferred to those DGN shareholders
who elected to receive shares in the
Company in exchange for the shares they
held in DGN. 142,619,864 new ordinary
shares were issued for net proceeds of
£544.77 million. The proceeds
comprised an in specie-transfer of
investments and cash.
There is a risk that assets transferred
from DGN to the Company are not
recorded correctly. There is also a risk
that the issuance of shares related to the
transactions is incorrectly accounted for
and incorrectly disclosed in the financial
statements of the Company.
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60
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the
audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent o
f our
audit procedures.
We determined materiality for the Company to be £7.30 million, which is 1% of net asset value. We believe that net asset value pr
ovides
us with materiality aligned to the key measure of the Company’s performance.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, t
ogether with our assessment of the Company’s overall control environment, our judgement was
that performance materiality was 50% of our planning materiality, namely £3.65 million. We have set performance materiality at this
percentage due to first year audit.
Revenue Testing Threshold
Given the importance of the distinction between revenue and capital for investment trusts, we have also applied a separate testing
threshold for the revenue column of the Income Statement of £0.56 million, being 5% of the revenue profit before taxation.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.36 million, which
is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualit
ative
grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other
relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor’s
report thereon. The Directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other inf
ormation and, except to the extent otherwise explicitly stated in
this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsis
tent
with the financial statements or our knowledge obtained in the course o
f the audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a mat
erial
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies
Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the Directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
• the strategic report and Directors’ reports have been prepared in accordance with applicable legal requirements;
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to
you
if, in our opinion:
• adequate accounting records have not been kept, or returns adequat
e for our audit have not been received from branches not
visited by us; or
• the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of
Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
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61
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified for our review by
the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governanc
e
Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 39;
• Directors’ explanation as to its assessment o
f the Company’s prospects, the period this assessment covers and why the period
is appropriate set out on page 32;
• Director’s statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets
its liabilities set out on page 39;
• Directors’ statement on fair, balanced and understandable set out on page 53;
• Board’s confirmation that it has carried out a r
obust assessment of the emerging and principal risks set out on page 27;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set
out on page 46; and
• The section describing the work of the Audit Committee set out on pages 48 and 49.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 53, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and f
air view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the D
irectors are responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggr
egate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined below, to detect irregularities, including fraud. The risk of not detecting a material misstatement due t
o fraud
is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, f
orgery
or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularitie
s,
including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Company and management.
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that
the most significant are United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006, the UK Listing Rules,
the UK Corporate Governance Code, the Statement of Recommended Practice for the Financial Statements of Investment Trust
Companies as issued by the Association of Investment Companies (‘AIC’), The AIC Corporate Governance Code, Section 1158 of
the Corporation Tax Act 2010 and The Companies (Miscellaneous Reporting) Regulations 2018.
• We understood how the Company is complying with those frameworks through discussions with the Audit Committee and
company secretary and review of board minutes and the Company’s documented policies and procedures.
• We assessed the susc
eptibility of the Company’s financial statements to material misstatement, including how fraud might occur
by considering the key risks impacting the financial statements. We identified a fraud risk with respect to the incomplete or
inaccurate revenue recognition through the incorrect classification of special dividends in the Income Statement. Further
discussion of our approach is set out in the section on key audit matters above.
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our
procedures involved review of the reporting to the Directors with respect to the application of the documented policies and
procedures and review of the financial statements to ensure compliance with the reporting requirements of the Company.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’
s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Asia Dragon 3 Financial pp54-77.qxp 16/07/2025 12:22 Page 61
Other matters we are required to address
• Following the recommendation from the audit committee, we were appointed by the Company on 24 January 2025 to audit the
financial statements for the year ending 30 April 2025 and subsequent financial periods.
The period of total uninterrupted engagement including previous rene
wals and reappointments is 1 year, covering the year
ending 30 April 2025.
• The audit opinion is consistent with the additional report to the Audit Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibilit
y to
anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we
have formed.
Matthew Price (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
16 July 2025
62
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63
Year ended 30 April 2025 Year ended 30 April 2024
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
(Losses)/
gains on investments held at
fair value 9 – (32,024) (32,024) — 2,420 2,420
Gains/(losses) on foreign exchange – 2,400 2,400 – (30) (30)
Income 2 12,683 67 12,750 7,375 79 7,454
Investment management fee 3 (434) (1,300) (1,734) (441) (1,322) (1,763)
Other expenses 4 (839) (1,588) (2,427) (692) (4) (696)
Net return before finance costs
and taxation 11,410 (32,445) (21,035) 6,242 1,143 7,385
Finance costs 5 (206) (618) (824) (126) (375) (501)
Net return on ordinary activities
before taxation 11,204 (33,063) (21,859) 6,116 768 6,884
Tax on ordinary activities 6 (1,164) (1,741) (2,905) (694) (626) (1,320)
Net return on ordinary activities after
taxation for the financial year 10,040 (34,804) (24,764) 5,422 142 5,564
Net return per ordinary share:
Basic 7 10.67p (37.00)p (26.33)p 8.12p 0.22p 8.34p
The total columns of this statement represent the Company’s profit and loss account, prepared in accordance with UK Accounting
Standards. The return on ordinary activities after taxation is the total comprehensive income and therefore no additional statement o
f
other comprehensive income is pr
esented. The supplementary revenue and capital columns are presented for information purposes in
accordance with the Statement of Recommended Practice issued by the Association of Investment Companies. All items in the above
statement derive from continuing operations of the Company. During the year, the Company acquired the assets of Asia Dragon Trust
plc following a scheme of reconstruction. No other operations were acquired or discontinued in the year.
Income Statement
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64
Capital
Share Share Redemption Special Capital Revenue
Capital Premium Reserve Reserve
(1)
Reserve
(1)
Reserve
(1)
Total
Notes £’000 £’000 £’000 £’000 £’000 £’000 £’000
A
t Year ended 30 April 2023 7,500 – 5,624 34,827 195,713 1,340 245,004
Net return on ordinary activities – – – – 142 5,422 5,564
Dividends paid 8 – – – – (4,491) (4,896) (9,387)
Shares bought back and held in treasury 13 – – – (2,915) – – (2,915)
At Year ended 30 April 2024 7,500 – 5,624 31,912 191,364 1,866 238,266
Return on ordinary activities – – – – (34,804) 10,040 (24,764)
Dividends paid 8 – – – – (10,315) (5,265) (15,580)
Net proceeds from the combination with
Asia Dragon Trust plc 13 14,262 530,509 – – – – 544,771
Costs in relation to issue of ordinary shares – (418) – – – – (418)
Shares bought back and held in treasury 13 – – – (12,363) – – (12,363)
At Year ended 30 April 2025 21,762 530,091 5,624 19,549 146,245 6,641 729,912
(1) These reserves form the distributable reserves of the Company and may be used to fund distributions by way of dividends.
Statement of Changes in Equity
The accompanying accounting policies and notes are an integral part of these financial statements.
Asia Dragon 3 Financial pp54-77.qxp 16/07/2025 12:22 Page 64
65
At 30 April At 30 April
2025 2024
Notes £’000 £’000
Fixed assets
Investments held at fair value through profit or loss 9 772,229 251,247
Current assets
Debtors 10 2,623 927
Cash 2,400 537
5,023 1,464
Creditors: amounts falling due within one year
Bank overdraft – (50)
Bank facility 11 (43,923) (12,626)
Other creditors 11 (986) (999)
(44,909) (13,675)
Net current liabilities (39,886) (12,211)
Total assets less current liabilities 732,343 239,036
Provision for deferred tax liabilities 12 (2,431) (770)
Net assets 729,912 238,266
Capital and reserves
Share capital 13 21,762 7,500
Other reserves:
Share premium 14 530,091 –
Capital redemption reserve 14 5,624 5,624
Special reserve 14 19,549 31,912
Capital reserve 14 146,245 191,364
Revenue reserve 14 6,641 1,866
Total shareholders’ funds 729,912 238,266
Net asset value per ordinary share
Basic 15 356.31p 361.51p
The financial statements were approved and authorised for issue by the Board of Directors on 16 July 2025.
Signed on behalf of the Board of Directors
Neil Rogan
Chairman
Balance Sheet
The accompanying accounting policies and notes are an integral part of these financial statements.
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66
1. Accounting Policies
Accounting policies describe the Company’s approach to recognising and measuring transactions during the year and the position
of the Company at the year end.
A summary of the principal accounting policies, all of which have been consistently applied throughout this and the preceding ye
ar is
set out below:
(a) Basis of Preparation
(i) Accounting Standards applied
The financial statements have been prepared in accordance with applicable United Kingdom Accounting Standards and
applicable law (UK Generally Accepted Accounting Practice (‘UK GAAP’)), including FRS 102, and with the Statement of
Recommended Practice Financial Statements of Investment Trust Companies and Venture Capital Trusts, updated by the
Association of Investment Companies in July 2022 (‘SORP’). The financial statements are prepared on a going concern basis.
As an investment fund the Company has the option, which it has taken, not to present a cash flow statement as the
following conditions have been met:
• substantially all investments are highly liquid;
• substantially all investments are carried at market value; and
• a statement of changes in equity is provided.
(ii) Going concern
The financial statements have been prepared on a going concern basis. The Directors performed an assessment o
f the
Company’s ability to meet its liabilities as they fall due. In performing this assessment, the Directors took into consideration
the continuing uncertain economic outlook and other geopolitical events including:
• the level of borrowings, cash balances and the diversified portfolio of readily realisable securities which can be used
to meet short-term funding commitments, including repayment of the bank facility;
• the net current liability position of the Company, after the deduction of drawn-down borrowings, which will be met
through the renewal of the existing credit facility or the sale of investments in order to repay any borrowings;
• the ability of the Company to meet all of its liabilities and ongoing expenses from its assets;
• revenue and operating cost forecasts for the forthcoming year;
• the ability of third-party service providers to continue to provide services; and
• potential downside scenarios including a fall in the valuation of the investment portfolio or levels of investment
income.
Based on this assessment, the D
irectors are satisfied that the Company has adequate resources to continue in operational
existence for at least 12 months after signing the balance sheet and the financial statements have therefore been prepared
on a going concern basis.
(iii) Significant Accounting Estimates and Judgements
The preparation of the financial statements may require the Directors to make estimates where uncertainty exists. It also
requires the Directors to make judgements, estimates and assumptions, in the process of applying the accounting policies.
There have been no significant judgements, estimates or assumptions f
or the current or preceding year other than the
Scheme of Reconstruction detailed below.
Issue of Shares Pursuant to a Scheme of Reconstruction of Asia Dragon Trust plc with the Company
On 14 February 2025, the Company issued new Ordinary shares to shareholders of Asia Dragon Trust plc in consideration
for the receipt by the Company of assets pursuant to a scheme of reconstruction and liquidation of Asia Dragon Trust plc.
The Directors have considered the substance of the assets and activities of Asia Dragon Trust plc determining whether
this acquisition represents the acquisition of a business. In this case the acquisition is not judged to be an acquisition of a
business and therefore has not been treated as a business combination. Rather, the cost to acquire the assets of Asia
Dragon Trust plc has been allocated between the acquired identifiable assets based on their relative fair values on the
acquisition date. Investments and cash were transferred from Asia Dragon Trust plc. All assets were acquired at their fair
value. The value of the assets received, in exchange for shares issued by the Company, have been recognised in share
capital and share premium, as shown in Statement of Changes in Equity. Direct costs in respect of the shares issued have
been recognised in share premium, whereas other professional costs in relation to the asset acquisition have been
recognised as transaction costs included within capital expenses shown in note 4 Other Expenses. The 9 month Manager
fee waiver contribution to the asset acquisition directly reduces the investment management fee otherwise payable based
on the value of assets acquired from Asia Dragon Trust plc (see note 3 on page 69).
Notes to the
Financial Statements
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67
(b) Foreign Currency
(i) Functional and presentation currency
The Company’s investments are made in several currencies, however, the financial statements are presented in sterling,
which is the Company’s functional and presentational currency. In arriving at this conclusion, the Directors considered
that the Company’s shares are listed and traded on the London Stock Exchange, the shareholder base is predominantly in
the United Kingdom and the Company pays dividends and expenses in sterling.
(ii) Transactions and balances
Transactions in foreign currency, whether of a revenue or capital nature, are translated to sterling at the rates of exchange
ruling on the dates of such transactions. Foreign currency assets and liabilities are translated to sterling at the rates of
exchange ruling at the balance sheet date. Any gains or losses, whether r
ealised or unrealised, are taken to the capital
reserve or to the revenue account, depending on whether the gain or loss is of a capital or revenue nature. All gains and
losses ar
e recognised in the income statement.
(c) Financial Instruments
The Company has chosen to apply the provisions of Sections 11 and 12 of FRS 102 in full in respect of the financial instruments,
which is explained below.
(i) Recognition of financial assets and financial liabilities
The Company recognises financial assets and financial liabilities when the Company becomes a party to the contractual
provisions of the instrument. The Company offsets financial assets and financial liabilities in the financial statements if the
Company has a legally enforceable right to set off the recognised amounts and interests and intends to settle on a net
basis.
(ii) Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire or it
transfers the right to receive the contractual cash flows on the financial asset in a transaction in which substantially all the
risks and rewards of ownership of the financial asset are transferred. Any interest in the transferred financial asset that is
created or retained by the Company is recognised as an asset.
(iii) Derecognition of financial liabilities
The Company derecognises financial liabilities when its obligations are discharged, cancelled or expired.
(iv) Trade date accounting
Purchases and sales of financial assets are recognised on trade date, being the date on which the Company commits to
purchase or sell the assets.
(v) Classification and measurement of financial assets and financial liabilities
Financial assets
The Company’s investments are held at fair value through profit or loss as the investments are managed and their
performance evaluated on a fair value basis in accordance with documented investment strategy and this is also the basis
on which information about the investments is provided internally to the Board. Financial assets held at fair value through
profit or loss are initially recognised at fair value, which is taken to be their cost, with transaction costs expensed in the
income statement, and are subsequently valued at fair value.
Financial assets measured at amortised cost include cash, debtors and prepayments.
Fair value for investments that are actively traded in organised financial markets, is determined by reference to stock
exchange quoted bid prices at the balance sheet date and therefore reflect market participants’ view of climate change
risk. For investments that are not actively traded and where active stock exchange quoted bid prices are not available, fair
value is determined by reference to a variety of valuation techniques such as last traded price broker quotes with further
details in note 17 on pages 76 and 77.
Financial liabilities
Financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs and are subsequently
measured at amortised cost using the effective interest method.
(d) Cash and Cash Equivalents
Cash and cash equivalents may comprise short term deposits which are readily convertible to a known amount of cash and are
subject to an insignificant risk of change in value. Investments are regarded as cash equivalents if they meet all of the following
criteria: highly liquid investments held in the Company’s base currency that are readily convertible to a known amount of cash,
are subject to an insignificant risk of change in value and have a maturity of no more than three months. There were no cash
equivalents at the balance sheet date.
(e) Income
All dividends are taken into account on the date investments are marked ex-dividend, and UK dividends are shown net of any
associated tax credit. Where the Company elects to receive dividends in the form of additional shares rather than cash, the
equivalent of the cash dividend is recognised as income in the revenue account and any excess in value of the shares received
over the amount of the cash dividend is recognised in capital. Special dividends representing a return of capital are allocated to
capital in the Income Statement and then taken to capital reserves. Dividends will generally be recognised as revenue however
all special dividends will be reviewed, with consideration given to the facts and circumstances of each case, including the reas
ons
for the underlying distribution, before a decision over whether allocation is to revenue or capital is made. Interest income and
expenses are accounted for on an accruals basis. Other income from investments is accounted for on an accruals basis. Deposit
interest receivable is accounted for on an accruals basis.
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68
1. Accounting Policies (continued)
(f) Expenses and Finance Costs
Expenses are recognised on an accruals basis and finance costs are recognised using the effective interest method in the income
statement.
The investment management fee and finance costs are allocated 75% to capital and 25% to revenue. This is in accordance with
the Board’s expected long-term split of returns, in the form of capital gains and income respectively, from the portfolio.
Investment transaction costs are recognised in capital in the income statement. All other expenses are allocated to revenue in
the income statement.
(g) Dividends
Dividends are not recognised in the accounts unless there is an obligation to pay at the balance sheet date. Proposed final
dividends are recognised in the period in which they are either approved by or paid to shareholders.
(h) Taxation
The liability to corporation tax is based on taxable profit for the period. Taxable profit differs from profit before tax as reported
in the income statement because it excludes items of income or expenses that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The tax charge is allocated between the revenue and capital accounts
on the marginal basis whereby revenue expenses are matched first against taxable income in the revenue account.
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet
date where transactions or events that result in an obligation to pay more tax or a right to pay less tax in the future have occurr
ed.
Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements.
Deferred taxation assets are recognised where, in the opinion of the Directors, it is more likely than not that these amounts will
be realised in future periods.
A deferred tax asset has not been recognised in respect of surplus management expenses and the non-trade loan relationship
deficit as the Company is unlikely to have sufficient future taxable revenue to offset against these.
Gains and losses on sale o
f investments purchased and sold in India are liable to capital gains tax in India.
At each year end date, a provision for Indian capital gains tax is calculated based upon the Company’s realised and unrealised
gains and losses. Ther
e are two rates of tax: short-term and long-term. The short-term rate of tax is applicable to investments
held for less than 12 months and the long-term rate of tax is applicable to investments held for more than 12 months.
The provision for the Indian capital gains tax is recognised in the balance sheet and the year-on-year movement in the deferred
tax provision is recognised in the income statement.
2. Income
This note shows the income generated from the portfolio (investment assets) of the Company and income received from
any other source.
2025 2024
£’000 £’000
Income from investments:
UK dividends 198 77
Overseas dividends 12,187 7,208
Overseas special dividends 235 51
Stock dividends 13 –
Total dividend income 12,633 7,336
Other income:
Deposit interest 50 39
50 39
Total income 12,683 7,375
Special dividends of £67,000 were recognised in capital during the year (2024: £79,000).
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69
3. Investment Management Fee
This note shows the investment management fee due to the Manager which is calculated and paid quarterly.
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Investment management fee (i) 434 1,300 1,734 441 1,322 1,763
(i) Investment management fee for year ended 30 April 2025 includes a time-apportioned part of the nine month fee waiver
from the Manager equating to approximately two and a half months from the date of the combination with Asia Dragon
plc in February 2025 to 30 April 2025. The nine month cost contribution in respect of the asset acquisition is based on
the value of the assets acquired from Asia Dragon Trust plc.
Details of the investment management and secretarial agreement are given on page 39 in the Directors’ Report.
At 30 April 2025, £281,000 (2024: £440,000) was accrued in respect of the investment management fee.
Investment management fee and finance costs on any borrowings are charged 75% to capital and 25% to revenue. Prior to the
asset acquisition of Asia Dragon Trust plc a management fee was payable quarterly in arrears equal to 0.75% per annum of the
value of the Company’s total assets less current liabilities (including any short term borrowings) under management at the end
of the relevant quarter and 0.65% per annum for any net assets o
ver £250 million. Following the successful combination with
Asia Dragon Trust plc becoming effective on 13 February 2025, the Investment Management Agreement was amended such
that the existing management fee was reduced as follows:
• 0.75% on the first £125 million of the Net Asset Value;
• 0.60% above £125 million and up to £450 million of the Net Asset Value; and
• 0.50% on the Net Asset Value in excess of £450 million.
4. Other Expenses
The other expenses, including those paid to Directors and the auditor, of the Company are presented below; those paid to
the Directors and the auditor are separately identified.
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Directors’ remuneration (i) 182 – 182 143 – 143
Auditor’s fees (ii):
– for audit of the Company’s Annual
Financial Statements:
– Ernst and Young LLP 60 – 60 – – –
– KPMG LLP – – – 70 – 70
Other administration expenses (iii) 597 1,588 2,185 479 4 483
839 1,588 2,427 692 4 696
(i) Directors’ fees authorised by the Articles of Association are £400,000 per annum. The Director’s Remuneration Report
provides further information on Directors’ fees.
(ii) Auditor’s fees include out of pocket expenses but excludes VAT. The VAT is included in other administration expenses.
(iii) Other administration expenses include:
Expenses related to the combination with Asia Dragon Trust plc of £1,579,000 (2024: nil). These are charged to
capital.
£17,000 (2024: £14,000) of employer’s National Insurance payable on Directors’ remuneration. As at 30 April
2025, the amounts outstanding on Directors’ remuneration was £22,000 (2024: £11,000); and the amount
outstanding in respect of employer’s National Insurance was £2,000 (2024: £1,000).
custody fees of £154,000 (2024: £103,000) were charged to revenue and custody transaction charges of £9,000
(2024: £4,000) which were charged to capital.
a separate fee paid to the Manager for secretarial and administrative services which is subject to annual adjustment in
line with the UK Retail Price Index. During the year the Company paid £143,000 (2024: £119,000) for these services.
5. Finance Costs
Finance costs arise on any borrowing the Company has utilised in the year. The Company has a committed £80 million
revolving credit facility (the ‘bank facility’) (see note 11 for further details).
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Commitment fees due on bank facility 6 17 23 7 19 26
Interest on bank facility 186 560 746 115 344 459
Overdraft interest 14 41 55 4 12 16
206 618 824 126 375 501
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70
6. Taxation
As an investment trust the Company pays no UK corporation tax on capital gains. The Company suffers no UK corporation
tax on income arising on UK and certain overseas dividends. The Company’s tax charge arises from irrecoverable tax on
overseas (generally non-EU) dividends and Indian capital gains tax paid and provided for.
(a) Tax charge
2025 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Overseas tax 1,164 – 1,164 694 4 698
Indian capital gains tax – paid – note 6(d) – 80 80 – 668 668
Total current tax charge 1,164 80 1,244 694 672 1,366
Indian capital gains tax – movement in
provision – note 6(d) – 1,661 1,661 – (46) (46)
Total tax charge for the year 1,164 1,741 2,905 694 626 1,320
The overseas tax charge consists of irrecoverable withholding tax.
(b) Reconciliation of total tax charge
2025 2024
£’000 £’000
Net return on ordinary activities before taxation (21,859) 6,884
Theoretical tax at the current UK Corporation Tax rate of 25%
(At 30 April 2024: 25%) (5,465) 1,721
Effects of:
– Non-taxable UK dividends (50) (19)
– Non-taxable overseas dividends (2,980) (1,754)
– Non-taxable overseas special dividends (79) (33)
– Losses/(
gains) on investments not subject to UK corporation tax 8,258 (605)
– Non-taxable losses on foreign exchange – 8
– Excess of allowable expenses over taxable income (82) 681
– Disallowable expenses 398 1
– Overseas taxation 1,164 698
– Indian capital gains tax - paid 80 668
– Indian capital gains tax – provision – see (d) below 1,661 (46)
Tax charge for the year 2,905 1,320
Given the Company’s status as an investment trust, and the int
ention to continue meeting the conditions required to obtain the
necessary approval in the foreseeable future, the Company has not provided any UK corporation tax on any realised or unrealised
capital gains or losses arising on in
vestments.
(c) Factors that may affect future tax changes
The Company has cumulative excess management expenses of £29,194,000 (2024: £30,278,000) and a non-trade loan
relationship deficit of £2,429,000 (2024: £1,675,000) giving total unutilised losses of £31,623,000 (2024: £31,953,000)
that are available to offset future taxable revenue.
A deferred tax asset of £7,906,000 (2024: £7,988,000) at 25% (2024: 25%) has not been recognised in respect of these
expenses since the Directors believe that there will be no taxable profits in the future against which the deferred tax assets can
be offset.
(d) Indian capital gains tax
Capital gains arising from equity investments in Indian companies are subject to Indian Capital Gains Tax Regulations.
Consequently, the Company is subject to both short and long term capital gains tax in India on the growth in value of its Indian
equities.
Although this capital gains tax only becomes payable at the point at which the underlying investments are sold and profits
crystallised, the Company has made a provision for this tax liability for the year ended 30 April 2025 of £2,431,000
(2024: £770,000). See note 12 for further details.
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71
7. Net return per Ordinary Share
Net return per share is the amount of gain or loss generated for the financial year divided by the weighted average number
of ordinary shares in issue.
2025 2024
Pence £’000 Pence £’000
Net return per ordinary share is based on
the following:
Revenue return after taxation 10.67 10,040 8.12 5,422
Capital return after taxation (37.00) (34,804) 0.22 142
Total return after taxation (26.33) (24,764) 8.34 5,564
2025 2024
£’000 £’000
Weighted average number of ordinary shares in issue during the year 94,066,830 66,752,781
8. Dividends on Ordinary Shares
Dividends represent a return of income to shareholders for investing in the Company’s shares. These are determined by
the Directors.
2025 2024
Pence £’000 Pence £’000
Dividends paid and recognised in the year:
First interim dividend paid 7.80 5,062 7.20 4,813
Second interim dividend paid 3.90 2,523 6.90 4,574
Third interim dividend paid 3.90 7,995 – –
15.60 15,580 14.10 9,387
Set out above are the total dividends paid in respect of the financial year, which is the basis on which the requirements of
Section 1158–1159 of the Corporation Tax Act 2010 are considered.
The Company pays an aggregate annual dividend equal to approximately 4.0% of its NAV. During the year the frequency of
dividend payments was increased from semi annually to quarterly. From 1 May 2025 dividends will be payable quarterly in July,
October, January and April, with a change in the reference date of NAV determining each dividend, from the last business day
of September, to the last business day of April.
9. Investments at Fair Value
The portfolio comprises investments which are predominantly listed and traded on regulated stock exchanges. The
investments of the Company are registered in the name of the Company or in the name of nominees and held to the order
of the Company.
Gains and losses are either:
• realised, usually arising when investments are sold; or
• unrealised, being the difference from cost on those investments still held at the year end.
2025 2024
£’000 £’000
Opening valuation 251,247 258,962
Movements in the year:
Investments acquired from the combination with Asia Dragon Trust plc 530,156 —
Purchases at cost 640,476 104,378
Sales – proceeds (617,626) (114,513)
(Losses)/gains on investments in the year (32,024) 2,420
Closing valuation 772,229 251,247
Closing book cost 807,384 232,074
Closing investment holding (losses)/gains (35,155) 19,173
Closing valuation 772,229 251,247
The Company received £617,626,000 (2024: £114,513,000) from investments sold in the year. The book cost of these
investments when they were purchased was £595,321,000 (2024: £107,169,000) realising a profit of £22,305,000 (2024:
£7,334,000) which when offset against the movement in closing investment holding gains results in net loss on investments in
the year of £32,024,000 (2024: net gains of £2,420,000). These investments have been revalued over time and until they
were sold any unrealised pr
ofits/losses were included in the fair value of the investments.
The transaction costs included in gains on investments amount to £477,000 (2024: £114,000) on purchases and £441,000
(2024: £185,000) for sales.
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10. Debtors
Debtors are amounts which are due to the Company, such as monies due from brokers for investments sold, income which
has been earned (accrued) but not yet received and any taxes that are recoverable.
2025 2024
£’000 £’000
Overseas withholding tax recoverable 205 227
VAT recoverable 17 14
Prepayments and accrued income 2,401 686
2,623 927
11. Creditors: amounts falling due within one year
Creditors are amounts which must be paid by the Company and they are all due within 12 months of the balance sheet date.
The bank facility provides a specific amount of capital, up to £80 million, (2024: £20 million) over a specified period of
time 2 years (2024: 364 days). Unlike a term loan, the revolving nature of the bank facility allows the Company to
drawdown, repay and re-draw loans.
2025 2024
£’000 £’000
Bank facility 43,923 12,626
Share buybacks awaiting settlement 7 320
Accruals 979 679
44,909 13,625
The uncommitted (2024: committed) unsecured multi-currency revolving credit facility (the ‘bank facility’) with The Bank of New
York Mellon, has an interest payable based on the Adjusted Reference Rate (principally SOFR and SONIA respectively in respect
of loans drawn in USD and GBP) plus a margin for amounts drawn. Any undrawn amounts under the bank facility attract a
commitment fee of 0.05% (2024: 0.20%). The bank facility covenants are based on the lower of 25% of net asset value and
£80 million (2024: lower of 25% of net asset value and £20 million), renewable on 19 February 2027, and require total assets
to not fall below £200 million (2024: require total assets to not fall below £80 million). At the year end, the bank facility drawn
down was in US dollars with a sterling equivalent of £43,923,000 (2024: £12,626,000).
12. Provision for deferred tax liabilities
The Company makes a deferred tax provision when a potential obligation exists that will probably have to settle in cash,
but the amount is estimated and only becomes payable at the point at which the underlying investments are sold and
profits crystallised.
2025 2024
£’000 £’000
Provision for deferred Indian capital gains tax 2,431 770
2,431 770
13. Share Capital
Share capital represents the total number of shares in issue. Any dividends declared will be paid on the shares in issue on
the record date.
The Directors’ Report on page 40 sets out the share capital structure, restrictions and voting rights.
Share capital represents the total number of shares in issue, including treasury shares.
(a) Allotted, called-up and fully paid
2025 2024
£’000 £’000
Share capital:
Ordinary shares of 10p each 20,485 6,591
Treasury shares of 10p each 1,277 909
21,762 7,500
(b) Share movements
2025 2024
Ordinary Treasury Ordinary Treasury
number number number number
Number at start of year 65,908,287 9,091,594 66,853,287 8,146,594
Shares issued as a result of combination with
Asia Dragon Trust plc 142,619,864 – – –
Shares bought back and held in treasury (3,675,000) 3,675,000 (945,000) 945,000
Number at the end of the year 204,853,151 12,766,594 65,908,287 9,091,594
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During the year 142,619,864 Ordinary shares were issued in exchange for £544,771,000 of net assets following on from the
combination with Asia Dragon Trust plc (see note 21 on page 77). During the year the Company bought back, into treasury,
3,675,000 ordinary shares at a total cost of £12,363,000.
A further 1,060,000 shares have been bought back into treasury, at an average price of 339.21p, since 30 April 2025.
As explained in the Chairman’s Statement on page 8, the Company introduced a performance conditional tender offer in 2020
whereby the Board had undertaken to effect a tender offer for up to 25.0% of the Company’s issued share capital in the event
that certain conditions are met relating to performance of the net asset value compared to the benchmark index. Following the
combination with Asia Dragon Trust plc in February 2025, the performance conditional tender offer was replaced with a triennial
unconditional tender offer for up to 100% of the issued share capital at 4.0% discount to the prevailing NAV (debt at fair value,
cum income). The first one will be no later than the date of the announcement of its final results for the financial year ended
30 April 2028.
14. Reserves
This note explains the different reserves attributable to shareholders. The aggregate of the reserves and share capital (see
previous note) make up total shareholders’ funds.
The capital redemption reserve maintains the equity share capital arising from the buy-back and cancellation of shares and is
non-distributable. The special reserve arose from the cancellation of the share premium account and is available as a distributable
reserve to fund any future dividends, tender offers and share buybacks.
The capital reserve includes unrealised investment holding pr
ofits and losses, being the difference between cost and market value
at the balance sheet date, as well as r
ealised profits and losses on disposal of investments, expenses allocated to capital and
special dividends received that are classified as capital in nature. The revenue reserve reflects the income and expenses as shown
in the revenue column of the Income Statement. The capital and revenue reserves are distributable by way of dividend. Dividends
are first funded from available revenue reserves and then funded from capital reserves at the date of the dividend payment.
As a result of the combination with Asia Dragon Trust plc during the year, the share capital of the company increased by the
nominal value of shares issued. The closing balance of the share premium account reflects the balance of the net assets acquired
from Asia Dragon Trust plc less the nominal value of shares issued and the cost in relation to issue of ordinary shares.
15. Net Asset Value
The Company’s total net assets (total assets less total liabilities) are often termed shareholders’ funds and are converted
into net asset value per ordinary share by dividing by the number of shares in issue as at the reporting date.
The net asset values attributable to each share in accordance with the Company’s Articles are set out below.
2025 2024
Ordinary shareholders’ funds £729,912,000 £238,266,000
Number of ordinary shares in issue, excluding treasury shares 204,853,151 65,908,287
Net asset value per ordinary share 356.31p 361.51p
There is no dilution in this or the prior year and therefore no diluted net asset value per ordinary share has been disclosed.
16. Financial Instruments
Financial instruments comprise the Company’s investment portfolio, derivative financial instruments (if the Company
had any), as well as any cash, borrowings, debtors and creditors. This note sets out the risks arising from the
Company’s financial instruments in terms of the Company’s exposure and sensitivity, and any mitigation that the
Manager or Board can take.
Risk Management Policies and Procedures
The Company’s portfolio is managed in accordance with its investment objective, which is set out in the Strategic Report on
page 24. The Strategic Report then proceeds to set out the Manager’s investment process and the Company’s internal control
and risk management systems as well as the Company’s principal and emerging risks and uncertainties. Risk management is an
integral part of the investment management process and this note expands on certain of those risks in relation to the Company’s
financial instruments, including market risk.
The accounting policies in note 1 include criteria for the recognition and the basis of measurement applied for financial
instruments. Note 1 also includes the basis on which income and expenses arising from financial assets and liabilities are
recognised and measured. The Directors have delegated to the Manager the responsibility for the day-to-day investment activities
of the Company as more fully described in the Strategic Report.
As an investment trust the Company invests in equities and other investments for the long-term so as to meet its investment
objective and policies. In pursuing its investment objective, the Company is exposed to a variety of risks that could result in either
a reduction in the Company’s net assets or a reduction of the profits available for dividends. The risks applicable to the Company
and the policies the Company used to manage these are summarised below and have remained substantially unchanged for the
two years under review.
16.1 Market Risk
Market risk arises from changes in the fair value or future cash flows of a financial instrument because of movements in
market prices. Market risk comprises three types of risk: currency risk (16.1.1), interest rate risk (16.1.2) and other price
risk (16.1.3).
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16. Financial Instruments (continued)
Risk Management Policies and Procedures (continued)
16.1 Market Risk (continued)
The Company’s Manager assesses the C
ompany’s exposure when making each investment decision, and monitors the
overall level of market risk on the whole of the investment portfolio on an ongoing basis. The Board meets at least quarterly
to assess risk and r
eview investment performance, as disclosed in the Board Responsibilities on page 46. Borrowing is
used to enhance returns; however, this will also increase the Company’s exposure to market risk and volatility.
16.1.1 Currency Risk
As nearly all of the Company’s assets, liabilities and income are denominated in currencies other than sterling,
movements in exchange rates will affect the sterling value of those items.
Management of the Currency Risk
The Manager monitors the Company’s exposure to foreign currencies on a daily basis and reports to the Board on
a regular basis. With the exception of borrowings in foreign currency, the Company does not normally hedge its
currency positions but may do so should the Portfolio Managers or the Board feel this was appropriate. Contracts
are limited to currencies and amounts commensurate with the asset exposure.
Income denominated in foreign currencies is converted to sterling on receipt. The Company does not use financial
instruments to mitigate the currency exposure in the period between the time that income is accrued and received.
Foreign Currency Exposure
The fair values of the Company’s monetary items that have currency exposure at 30 April are shown below. Where
the Company’s investments (which are not monetary items) are priced in a foreign currency they have been included
separately in the analysis so as to show the overall level of exposure.
Year ended 30 April 2025
Foreign Investments
Debtors currency at fair
(due from exposure value Total net
brokers Cash and Overdrafts on net through foreign
and cash and bank monetary profit currency
dividends) equivalents facility items or loss exposure
Currency £’000 £’000 £’000 £’000 £’000 £’000
Australian dollar – – – – 8,473 8,473
Chinese yuan – – – – 39,164 39,164
Hong Kong dollar – – – – 236,204 236,204
Indian rupee – – –
– 78,504 78,504
Indonesian rupiah – – – – 43,747 43,747
Singapore dollar 632 – – 632 18,694 19,326
South Korean won 331 – – 331 109,562 109,893
Swiss franc 20 – – 20 – 20
Taiwan dollar 185 – – 185 111,913 112,098
Thai baht 1,291 – – 1,291 28,507 29,798
US dollar 125 2,021 (43,923) (41,777) 74,267 32,490
Vietnamese Dong – – – – 7,795 7,795
2,584 2,021 (43,923) (39,318) 756,830 717,512
Year ended 30 April 2024
Foreign Investments
Debtors currency at fair
(due from exposure value Total net
brokers Cash and Overdrafts on net through foreign
and cash and bank monetary profit currency
dividends) equivalents facility items or loss exposure
Currency £’000 £’000 £’000 £’000 £’000 £’000
Australian dollar – – – – 3,691 3,691
Chinese yuan – – – – 14,352 14,352
Hong Kong dollar – – –
– 76,308 76,308
Indian rupee – – – – 22,984 22,984
Indonesian rupiah – – – – 10,331 10,331
Singapore dollar 151 – – 151 5,407 5,558
South Korean won 139 – – 139 41,011 41,150
Swiss franc – – – – 2,845 2,845
Taiwan dollar 227 16 – 243 38,590 38,833
Thai baht 289 – – 289 6,994 7,283
US dollar 78 521
(12,626) (12,027) 17,444 5,417
Vietnamese dong – – – – 5,119 5,119
884 537 (12,626) (11,205) 245,076 233,871
The amounts shown are not representative of the exposure to risk during the year, because the levels of foreign
currency exposure change significantly throughout the year.
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Foreign Currency Sensitivity
The following table illustrates the sensitivity of the returns after taxation for the year with respect to the Company’s
financial assets and liabilities.
If sterling had strengthened by the amounts shown in the second table below, the effect on the assets and liabilities
held in non-sterling currency would have been as follows:
2025 2024
Total Total
Revenue Capital loss Revenue Capital loss
return return after tax return return after tax
Currency £’000 £’000 £’000 £’000 £’000 £’000
Australian dollar (3) (237) (240) (2) (52) (54)
Chinese yuan (11) (666) (677) (15) (244) (259)
Hong Kong dollar (39) (4,960) (4,999) (26) (1,221) (1,247)
Indian rupee (5) (1,727) (1,732) (5) (345) (350)
Indonesian rupiah (45) (1,225) (1,270) (16) (248) (264)
Singapore dollar (8) (187) (195) (2) (59) (61)
South Korean won (47) (3,068) (3,115) (18) (700) (718)
Taiwan dollar (22) (2,014) (2,036) (15) (656) (671)
Thai baht (47) (969) (1,016) (7) (147) (154)
US dollar 927 (1,678) (751) 208 (305) (97)
Vietnamese dong (3) (171) (174) (4) (118) (122)
697 (16,902) (16,205) 98 (4,095) (3,997)
If sterling had weakened by the same amounts, the effect would have been the converse.
The following movements in the assumed exchange rates are used in the above sensitivity analysis:
2025 2024
% %
£/Australian dollar +/–2.8 +/–1.4
£/Chinese yuan +/–1.7 +/–1.7
£/Hong Kong dollar +/–2.1 +/–1.6
£/Indian rupee +/–2.2 +/–1.5
£/Indonesian rupiah +/–2.8 +/–2.4
£/Singapore dollar +/–1.0 +/–1.1
£/South Korean won +/–2.8 +/–1.7
£/Taiwan dollar +/–1.8 +/–1.7
£/Thai baht +/–3.4 +/–2.1
£/US dollar +/–2.2 +/–1.7
£/Vietnamese dong +/–2.2 +/–2.3
These percentages have been determined based on the market volatility in exchange rates during the year. The
sensitivity analysis is based on the Company’s foreign currency financial instruments held at each balance sheet
date and takes account of forward foreign exchange contracts that offset the effects of changes in currency exchange
rates. The effect of the strengthening or weakening of sterling against foreign currencies is calculated by reference
to the volatility of exchange rates during the year using one standard deviation of currency fluctuations from the
average exchange rate.
In the opinion of the Directors, the above sensitivity analyses are not representative of the year as a whole since the
level of foreign currency exposure varies.
16.1.2 Interest Rate Risk
The Company is exposed to interest rate risk through income receivable on cash deposits and interest payable on
variable rate borrowings. When the Company has cash balances, they are held in variable rate bank accounts yielding
rates of interest dependent on the base rate of the custodian, Bank of New York Mellon (International) Limited.
The Company has a revolving credit facility (the ‘bank facility’) for which details and year end drawn down amounts
are shown in note 11. The Company uses the facility when required at levels approved and monitored by the Board.
At the maximum possible gearing of £80 million, the effect of a 3.5% increase/decrease in the interest rate would
result in a decrease/increase to the Company’s total income of £2,800,000
. At the year end, US dollars with a sterling
equivalent of £43,923,000 of the bank facility was drawn down (2024: £12,626,000).
The Company also has available an uncommitted bank overdraft arrangement with the custodian for settlement
purposes. At the y
ear end, there was a sterling overdraft of £nil (2024: US dollar overdraft with a sterling equivalent
of £50,000). Interest on the bank overdraft is payable at the custodian’s variable rate.
The Company’s portfolio is not directly exposed to interest rate risk.
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16. Financial Instruments (continued)
Risk Management Policies and Procedures (continued)
16.1 Market Risk (continued)
16.1.3 Other Price Risk
Other price risks (i.e. changes in market prices other than those arising from interest rate risk or currency risk) may affect
the value of the equity investments, but it is the business of the Manager to manage the portfolio to achieve the best possible
return.
The Directors manage the market price risks inherent in the investment portfolio by meeting regularly to monitor on a
formal basis the Manager’s compliance with the Company’s stated objectives and policies and to review investment
performance.
The Company’s portfolio is the result of the Manager’s investment process and as a result is not wholly correlated
with the Company’s benchmark or the markets in which the Company invests. The value of the portfolio will not
move in line with the markets but will move as a result of the performance of the shares within the portfolio.
If the value of the portfolio rose or fell by 10% at the balance sheet date, the profit after tax for the year would
increase or decrease by £77.2 million (2024: £25.1 million) respectively.
16.2 Liquidity Risk
This is the risk that the Company may encounter difficulty in meeting its obligations associated with financial liabilities
i.e. when realising assets or raising finance to meet financial commitments.
A lack of liquidity in the portfolio may make it difficult for the Company to realise assets at or near their purported value
in the event of a forced sale. This is minimised as the majority of the Company’s investments comprise a diversified portfolio
of readily realisable securities which can be sold to meet funding commitments as necessary, cash held and the bank
facility provides for additional funding flexibility. The financial liabilities of the Company at the balance sheet date are
shown in note 11.
Creditors: amounts falling due within one year are expected to become payable within less than three months and the
Provision for deferred tax liability (Indian capital gains tax) will become payable upon realisation of taxable gains upon sale
of relevant underlying Indian securities.
16.3 Credit Risk
Credit risk comprises the potential failure by counterparties to deliver securities which the Company has paid for, or to
pay for securities which the Company has delivered; it includes but is not limited to: lost principal and interest, disruption
to cash flows or the failure to pay interest.
Credit risk is minimised by using:
(a) only approved counterparties, covering both brokers and deposit takers;
(b) a custodian that operates under BASEL III guidelines. The Board reviews the custodian’s annual, externally audited,
service organisation controls report and the Manager’s management of the relationship with the custodian. Following
the appointment of a depositary, assets held at the custodian are covered by the depositary’s restitution obligation,
accordingly the risk of loss is remote; and
(c) the Invesco Liquidity Funds plc – US Dollar, a money market fund, which is rated AAAm by Standard & Poor’s and
AAAmmf by Fitch.
Cash balances are limited to a maximum of 5% of net assets with the custodian, 2.5% of net assets with any other deposit
taker and a maximum of 6% of net assets in the Invesco Liquidity Funds plc. These limits are at the discretion of the Board
and are reviewed on a regular basis. As at the year end, the sterling equivalent of £2,400,000 (2024: £537,000) was
held at the custodian, in addition a balance had been held in Invesco Liquidity Funds plc during the year and the balance
was £nil at the year end (2024: £1,494,000).
17. Fair Value of Financial Assets and Financial Liabilities
‘Fair value’ in accounting terms is the amount at which an asset can be bought or sold in a transaction between willing
parties, i.e. a market-based, independent measure of value. Under accounting standards there are three levels of fair value
based on whether there is an active market (Level 1) or, if not, Levels 2 and 3 where other methods have been employed
to establish a fair value. This note sets out the aggregate amount of the portfolio in each level, and why.
Financial assets and financial liabilities are either carried at their fair value (investments), or at a reasonable approximation of
their fair value. The valuation techniques used by the Company are explained in the accounting policy note. FRS 102 sets out
three fair value levels for the fair value for the hierarchy disclosures. Categorisation into a level is determined on the basis o
f the
lowest level input that is significant to the fair value measurement of each relevant asset/liability.
The investments held by the Company at the year end are shown on pages 18
and 19. Except for one Level 2 and one Level 3
investments described below, all of the Company’s investments at the year end were deemed to be Level 1 with fair values for
all based on unadjusted quoted prices in active markets for identical assets totalling £743,688,000 (2024: £242,722,000).
Level 2 investments are investments for which inputs are other than quoted prices included within Level 1 that are observable
(i.e. developed using market data). At the year end there was one Level 2 investment held with a total fair value of £28,507,000
(2024: £8,488,000), solely comprising of Kasikornbank, valued at £28,507,000 (2024: Kasikornbank, valued at £6,994,000 and
Invesco Liquidity Funds – US Dollar money market fund, valued at £1,494,000). Kasikornbank is classified as Level 2 due to the less
liquid nature of the foreign ownership line of stock held, however this holding is valued using observable market prices with potentially
lower liquidity judged to be the most important factor in determining this designation.
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There have been no transfers or movements between fair value categories during the year.
Level 3 investments are investments for which inputs are unobservable (i.e. for which market data is unavailable). Lime Co. was the
only Level 3 investment in the portfolio at the year end and was valued at £34,000 using a price which was in line with trades in the
closest appr
oximate market, the OTC market (2024: one investment: Lime Co. valued at £37,000 based on prices of trades in the
OTC market). Judgement has been applied to determine that the OTC market will provide the best approximate value for this security.
18. Capital Management
This note is designed to set out the Company’s objectives, policies and processes for managing its capital. This capital
being funded by monies invested in the Company by shareholders (both initial investment and retained amount) and any
borrowings by the Company.
The Company’s total capital employed at 30 April 2025 was £773,835,000 (2024: £250,892,000) comprising borrowings of
£43,923,000 (2024: £12,626,000) and equity share capital and other reserves of £729,912,000 (2024: £238,266,000).
The Company’s total capital employed is managed to achieve the Company’s investment objective and investment policy as set
out on page 24. Borrowings may be used to provide gearing up to the lower of £80 million or 25% of net asset value. The
Company’s policies and proc
esses for managing capital were unchanged throughout the year and the preceding year.
The main risks to the Company’s investments are shown in the Directors’ Report under the ‘Principal and Emerging Risks and
Uncertainties’ section on pages 27 to 31. These also explain that the Company is able to gear and that gearing will amplify the
effect on equity of changes in the value of the portfolio.
The Board can also manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and
buy-back shares and it also determines dividend payments.
The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by
section 1158 Corporation Tax Act 2010 and by the Companies Act 2006, respectively, and with respect to the availability of the
bank facility, by the terms imposed by the lender, details of which are given in note 11. The Board regularly monitors, and the
Company has complied with, these externally imposed capital requirements.
19. Contingencies, Guarantees and Financial Commitments
Any liabilities the Company is committed to honour, and which are dependent on future circumstances or events occurring,
would be disclosed in this note if any existed.
There were no contingencies, guarantees or other financial commitments of the Company as at 30 April 2025 (2023: nil).
20. Related Party Transactions and Transactions with the Manager
A related party is a company or individual who has direct or indirect control or who has significant influence over the
Company. Under accounting standards, the Manager is not a related party.
Under UK GAAP, the Company has identified the Directors and their dependents as related parties. The Directors’ remuneration
and interests have been disclosed on page 51 with additional disclosure in note 4. No other related parties have been identified.
Details of the Manager’s services and fees are disclosed in the Director’s Report on page 39, note 3 and note 4(iii) to the financial
statements.
21. Combination with Asia Dragon Trust plc
On 13 February 2025, the Company announced that it had acquired £544,771,000 of net assets from Asia Dragon Trust plc in
consideration for the issue of 142,619,864 new Ordinary shares based on the respective formula asset values of the two entities
on 6 February 2025.
£’000
Net assets acquired
Investments 530,156
Cash 14,615
Net assets 544,771
Satisfied by the value of new Ordinary shares issued 544,771
22. Post Balance Sheet Events
Any significant events that occurred after the balance sheet date but before the signing of the balance sheet will be shown here.
There are no significant events after the end of the reporting period requiring disclosure.
Asia Dragon 3 Financial pp54-77.qxp 16/07/2025 12:22 Page 77
Asia Dragon 4 Shareholders pp78-90.qxp 16/07/2025 12:18 Page 78
Invesco Asia Dragon Trust plc
(formerly Invesco Asia Trust plc)
4
Shareholder
Notice of Annual General Meeting ............................................80
Shareholder Information ..........................................................84
Advisers and Principal Service Providers ..................................85
Glossary of Terms and Alternative Performance Measures.........86
Alternative Investment Fund Managers Directive Disclosure .......89
79
Asia Dragon 4 Shareholders pp78-90.qxp 16/07/2025 12:18 Page 79
THIS NOTICE OF ANNUAL GENERAL MEETING IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent
professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred
all your shares in Invesco Asia Dragon Trust plc, please forward this document and the accompanying Form of Proxy to the
person through whom the sale or transfer was effected, for transmission to the purchaser or transferee. Please note that each
of the resolutions to be considered at the AGM will be voted on by way of a poll.
Notice is given that the Annual General Meeting of Invesco Asia
Dragon Trust plc will be held at 60 London Wall, London
EC2M 5TQ, on 18 September 2025 at 12 noon for the following
purposes:
Ordinary Business
To consider and, if thought fit, to pass the following resolutions
all of which will be proposed as ordinary resolutions:
1. To receive and consider the Annual Financial Report for the
year ended 30 April 2025.
2. To approve the Company’s Dividend Payment Policy. This
is an advisory vote.
3. To approve the Annual Statement and Report on
Remuneration for the year ended 30 April 2025.
4. To re-elect Neil Rogan as a Director of the Company.
5. To re-elect Vanessa Donegan as a Director of the Company.
6. To re-elect Myriam Madden as a Director of the Company.
7. To re-elect Sonya Rogerson as a Director of the Company.
8. To elect Matthew Dobbs as a Director of the Company.
9. To elect Susan Sternglass Noble as a Director of the
Company.
10. To elect James Will as a Director of the Company.
11. To elect Nicole Yuen as a Director of the Company.
12. To re-appoint Ernst & Young LLP as auditor of the
Company.
13. To authorise the Audit Committee to determine the
remuneration of the auditor.
Special Business
To consider and, if thought fit, pass the following resolutions of
which resolution 14 will be proposed as an ordinary resolution
and resolutions 15 to 18 as special resolutions:
Authority to Allot Shares
14. That:
in substitution for any existing authority under section 551
of the Companies Act 2006 (the ‘Act’) but without prejudice
to the exercise of any such authority prior to the date of this
resolution the Directors of the Company be generally and
unconditionally authorised in accordance with section 551
of the Act as amended from time to time prior to the date
of the passing of this resolution, to exercise all powers of the
Company to allot shares and grant rights to subscribe for,
or convert any securities into, shares up to an aggregate
nominal amount (within the meaning of sections 551(3)
and (6) of the Act) of £2,037,931, this being 10% of the
Company’s issued ordinary share capital as at 15 July 2025,
such authority to expire at the conclusion of the next Annual
General Meeting of the Company or the date 15 months
after the passing of this resolution, whichever is the earlier
unless the authority is renewed or revoked at any other
general meeting prior to such time, but so that this authority
shall allow the Company to make offers or agreements
before the expiry of this authority which would or might
require shares to be allotted, or rights to be granted, after
such expiry as if the authority conferred by this resolution
had not expired.
Disapplication of Pre-emption Rights
15. That:
subject to the passing of resolution number 14 set out in
the notice of this meeting (the ‘Section 551 Resolution’) and
in substitution for any existing authority under sections 570
and 573 of the Companies Act 2006 (the ‘Act’) but without
prejudice to the exercise of any such authority prior to the
date of this resolution, the Directors be and are hereby
empowered, in accordance with sections 570 and 573 of
the Act as amended from time to time prior to the date of
the passing of this resolution to allot equity securities (within
the meaning of section 560(1), (2) and (3) of the Act) for
cash, either pursuant to the authority given by the Section
551 Resolution or (if such allotment constitutes the sale of
relevant shares which, immediately before the sale, were
held by the Company as treasury shares) otherwise, as if
section 561 of the Act did not apply to any such allotment,
provided that this power shall be limited:
(a) to the allotment of equity securities in connection with
a rights issue in favour of all holders of a class of
equity securities where the equity securities
attributable respectively to the interests of all holders
of securities of such class are either proportionate
(as nearly as may be) to the respective numbers of
relevant equity securities held by them or are
otherwise allotted in accordance with the rights
attaching to such equity securities (subject in either
case to such exclusions or other arrangements as the
Directors may deem necessary or expedient in relation
to fractional entitlements or legal, regulatory or
practical problems under the laws of, or the
requirements of, any regulatory body or any stock
exchange in any territory or otherwise); and
(b) to the allotment (otherwise than pursuant to a rights
issue) of equity securities up to an aggregate
nominal amount of £2,037,931, this being 10% of
the Company’s issued share capital as at 15 July
2025 and this power shall expire at the conclusion of
the next Annual General Meeting of the Company or
the date 15 months after the passing of this resolution,
whichever is the earlier unless the authority is renewed
Notice of Annual General
Meeting
80
Asia Dragon 4 Shareholders pp78-90.qxp 16/07/2025 12:18 Page 80
or revoked at any other general meeting prior to such
time, but so that this power shall allow the Company
to make offers or agreements before the expiry of this
power which would or might require equity securities
to be allotted after such expiry as if the power
conferred by this Resolution had not expired; and so
that words and expressions defined in or for the
purposes o
f Part 17 of the Act shall bear the same
meanings in this resolution.
Authority to Make Market Purchases of Shares
16. That:
the Company be generally and subject as hereinafter
appears unconditionally authorised in accordance with
Section 701 of the Companies Act 2006 as amended from
time to time prior to the date of the passing of this
resolution (the ‘Act’) to make market purchases (within the
meaning of Section 693(4) of the Act) of its issued
ordinary shares of 10p each in the capital of the Company
(‘Shares’).
PROVIDED ALWAYS THAT:
(i) the maximum number of Shares hereby authorised
to be purchased shall be 30,548,593 or 14.99% of
shares in issue as at 15 July 2025;
(ii) the minimum price which may be paid for a Share
shall be 10p;
(iii) the maximum price which may be paid for a Share
must not be more than the higher of: (i) 5% above the
average of the mid-market values of the Shares for the
five business days before the purchase is made; and
(ii) the higher of the price of the last independent trade
in the Shares and the highest then current
independent bid for the Shares on the London
Snoontock Exchange;
(iv) any purchase of Shares will be made in the market
for cash at prices below the prevailing net asset value
per Share (as determined by the Directors);
(v) the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the
Company, or the date 15 months after the passing
of this resolution, whichever is the earlier, unless the
authority is renewed or revoked at any other general
meeting prior to such time;
(vi) the Company may make a contract to purchase
Shares under the authority hereby conferred prior
to the expiry of such authority which will be executed
wholly or partly after the expiration of such authority
and may make a purchase of Shares pursuant to any
such contract; and
(vii) any shares so purchased shall be cancelled or, if the
Directors so determine and subject to the provisions
of Sections 724 to 731 of the Act and any applicable
regulations of the United Kingdom Listing Authority,
be held (or otherwise dealt with in accordance with
Section 727 or 729 of the Act) as treasury shares.
Period of Notice Required for General Meetings
17. That:
the period of notice required for general meetings of the
Company (other than AGMs) shall be not less than 14 days.
Cancellation of Share Premium Account
18. That, subject to the confirmation of the Court, the
Company be and is authorised to cancel the amount
standing to the credit of the share premium account of the
Company, and the amount by which the share premium
account is so cancelled be credited to a distributable
reserve which shall be capable of being applied in any
manner in which the Company’s profits available for
distribution (as determined in accordance with the
Companies Act 2006) are able to be applied.
Dated this 16 July 2025
By order of the Board
Invesco Asset Management Limited
Corporate Company Secretary
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Notes:
1. A member entitled to attend and vote at the AGM is entitled
to appoint one or more proxies to attend and, on a poll, to
vote in his stead. Where more than one proxy is appointed,
each proxy must be appointed to exercise the rights attached
to a different share or shares. A proxy need not be a member
of the Company. However, if you appoint the Chairman of
the AGM as your proxy, this will ensure that your votes are
cast in accordance with your wishes. If any other person is
appointed as your proxy, they may not be able to attend the
meeting to vote on your behalf. In order to be valid an
appointment of proxy must be returned by one of the
following methods:
•
electronically via the Investor Centre app or web
browser at https://uk.investorcentre.mpms.mufg.com/
•
via Proxymity (see note 5); or
•
In hard copy form by post, by courier or by hand to the
Company’s registrars, MUFG Corporate Markets
(formerly known as Link Group), PXS1, Central Square,
29 Wellington Street, Leeds, LS1 4DL; or
•
In the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with
the procedures set out below
and in each case to be received by the Company not less
than 48 hours before the time of the meeting (excluding
weekends and bank holidays). Shareholders wishing to
appoint a proxy should therefore appoint the Chairman of
the AGM. Unless otherwise indicated on the Form of Proxy,
CREST, Proxymity or any other electronic voting instruction,
the proxy will vote as they think fit or, at their discretion,
withhold from voting.
2. CREST members who wish to appoint a proxy or proxies by
utilising the CREST electronic proxy appointment service
may do so by utilising the procedures described in the CREST
Manual. CREST Personal Members or other CREST
sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their
CREST sponsor or voting service providers(s) who will be
able to take the appropriate action on their behalf. In order
for a proxy appointment made by means of CREST to be
valid, the appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated in accordance
with Euroclear UK & International Limited’s specifications and
must contain the information required for such instructions,
as described in the CREST Manual. The message, regardless
of whether it relates to the appointment of a proxy or to an
amendment to the instruction given to a previously
appointed proxy, must, in order to be valid, be transmitted
so as to be received by the issuer’s agent (ID RA10) by the
latest time(s) for receipt of proxy appointments specified in
this document. For this purpose, the time of receipt will be
taken to be the time (as determined by the time stamp
applied to the message by the CREST Applications Host)
from which the issuer’s agent is able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST.
The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001. CREST members
and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear UK &
International Limited does not make available special
procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation
to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take or, if
the CREST member is a CREST Personal member or
sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s), such action as shall be necessary
to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection,
CREST members and, where applicable, their CREST
sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
3. A form of proxy is enclosed. Appointment of a proxy (whether
by completion of a form of proxy, or other instrument
appointing a proxy or any CREST or Proxymity proxy
instruction) does not prevent a member from attending and
voting at this meeting.
To be effective, the form of proxy, duly completed and
executed, together with any power of attorney or other
authority under which it is signed (or notarially certified copy
thereof) must be lodged at the office of the Company’s
registrars, MUFG Corporate Markets (formerly known as Link
Group), PXS 1, Central Square, 29 Wellington Street, Leeds
LS1 4DL, by not later than 12 noon on 16 September 2025.
4. Shareholders can vote electronically via the Investor Centre,
a free app for smartphone and tablet provided by MUFG
Corporate Markets (the company’s registrar). It allows you
to securely manage and monitor your shareholdings in real
time, take part in online voting, keep your details up to date,
access a range of information including payment history
and much more. The app is available to download on
both the Apple App Store and Google Play, or by scanning
the relevant QR code below. Alternatively, you may access
the Investor Centre via a web browser at:
https://uk.investorcentre.mpms.mufg.com/
Apple App Store GooglePlay
Your vote must be lodged by 12pm on 16 September 2025
in order to be considered valid or, if the meeting is
adjourned, by the time which is 48 hours before the time of
the adjourned meeting.
5. If you are an institutional investor you may be able to appoint
a proxy electronically via the Proxymity platform, a process
which has been agreed by the Company and approved by the
Registrar. For further information regarding Proxymity,
please go to www.proxymity.io. Your proxy must be lodged
by 12pm on 16 September 2025 in order to be considered
valid or, if the meeting is adjourned, by the time which is
48 hours before the time of the adjourned meeting. Before
you can appoint a proxy via this process you will need to have
agreed to Proxymity’s associated terms and conditions. It is
important that you read these carefully as you will be bound
by them and they will govern the electronic appointment of
your proxy. An electronic proxy appointment via the
Proxymity platform may be revoked completely by sending
an authenticated message via the platform instructing the
removal of your proxy vote.
6. A person entered on the Register of Members at the close
of business on 16 September 2025 (‘a member’) is entitled
to attend and vote at the Meeting pursuant to Regulation 41
of the Uncertificated Securities Regulations 2001. Any
changes to the Register of Members after such time and date
shall be disregarded in determining the rights of any person
to attend and/or vote at the Meeting. If the Meeting is
adjourned, entitlement to attend and vote at the adjourned
meeting, and the number of votes which may be cast
thereat, will be determined by reference to the Company’s
register of member 48 hours before the time fixed for the
adjourned meeting.
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7. The Register of Directors’ interests, Schedule of Matters
Reserved for the Board, and the terms of reference of the
Audit Committee, the Management Engagement Committee,
the Nomination Committee and the Remuneration
Committee will be available for inspection by request to the
Company Secretary.
8. A copy of the Articles of Association are available for
inspection by request to the Company Secretary.
9. Any person to whom this notice is sent who is a person
nominated under Section 146 of the Companies Act 2006
to enjoy information rights (a ‘Nominated Person’) may have
a right, under an agreement between him/her and the
member by whom he/she was nominated, to be appointed
(or to have someone else appointed) as a proxy for the
meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may
have a right, under such an agreement, to give instructions
to the member as to the exercise of voting rights.
The statement of the above rights of the members in relation
to the appointment of proxies does not apply to Nominated
Persons. Those rights can only be exercised by shareholders
of the Company.
10. Any corporation which is a member can appoint one or more
corporate representatives who may exercise on its behalf all
of its powers as a member provided that they do not do so
in relation to the same shares.
11. Any member attending the AGM, should this be permitted
by Government restrictions at the time, has the right to ask
questions under section 319A of the Companies Act 2006.
The Company must cause to be answered any such question
relating to the business being dealt with at the AGM but no
such answer need be given if: (a) to do so would interfere
unduly with the preparation for the AGM or involve the
disclosure of confidential information; (b) the answer has
already been given on a website in the form of an answer to
a question; or (c) it is undesirable in the interests of the
Company or the good order of the AGM that the question be
answered.
12. You may not use any electronic address (within the meaning
of Section 333(4) of the Companies Act 2006) provided in
this Notice (or in any related documents including the proxy
form) to communicate with the C
ompany for any purposes
other than those expressly stated.
13. As at 15 July 2025, the Company’s issued share capital
consisted of 203,793,151 ordinary 10p shares each
carrying one vote and a further 13,826,594 ordinary
10p shares held in treasury which do not carry votes.
14. To the extent that any voting takes place on a show of hands,
every member who is present in person or by proxy has a
right to one vote (except that if a proxy’s instructions include
votes for and against (in respect of different shares) the
proxy has one vote for and one vote against on a show of
hands). However, it is anticipated that the Chairman of the
meeting will demand that the voting on all resolutions put to
the AGM will be by poll. On a poll the poll will be decided on
the basis of one vote per share.
15. A copy of this notice (which is at the back of the annual
financial report), and other information required by
Section 311A of the Companies Act 2006, can be found at
www.invesco.co.uk/invescoasia.
16. Shareholders should note that it is possible that, pursuant to
requests made by members of the Company under
Section 527 of the Companies Act 2006 (the ‘Act’), the
Company may be required to publish on a website a
statement setting out any matter relating to: (i) the audit of
the Company’s accounts (including the auditor’s report and
the conduct of the audit) that are to be laid before the AGM;
or (ii) any circumstance connected with an auditor of the
Company ceasing to hold office since the previous meeting
at which annual financial reports were laid in accordance with
Section 437 of the Act (in each case) that the members
propose to raise at the relevant AGM. The Company may not
require the members requesting any such website
publication to pay its expenses in complying with
Sections 527 or 528 of the Act. Where the Company is
required to place a statement on a website under
Section 527 of the Act, it must forward the statement to the
Company’s auditor not later than the time when it makes the
statement available on the website. The business which may
be dealt with at the AGM includes any statement that the
Company has been required under Section 527 of the Act
to publish on a website.
17. The following documents may be inspected at the registered
office of the Company during business hours on any weekday
(Saturdays, Sundays and Bank Holidays excluded) from the
date of this Notice of AGM to the date of the AGM and will
be available for inspection at the AGM, if appropriate, from
11.45am on 18 September 2025 until the conclusion of the
meeting:
•
copies of the letters of appointment of the
Non–Executive Directors.
83
Asia Dragon 4 Shareholders pp78-90.qxp 16/07/2025 12:18 Page 83
84
Company History
Invesco Asia Dragon Trust plc (the ‘Company’) formerly Invesco Asia
Trust plc began trading on 11 July 1995, and is a suc
cessor
company to the Drayton Far East Investment Trust plc. On
13 February 2024 the Company acquired approximately
£544 million of net assets from its combination with Asia Dragon
Trust plc.
The shares of the Company are quoted on the London Stock
Exchange.
Share Price Listings
Share price information can be found using the IAD ticker code
and on the Company’s page of the Manager’s website:
www.invesco.co.uk/invescoasia.
Net Asset Value (‘NAV’) Publication
The NAV of the Company’s ordinary shares is calculated by the
Manager on a daily basis and is notified to the London Stock
Exchange on the next business day. It is published daily and can
be found on the Company’s page of the Manager’s website:
www.invesco.co.uk/invescoasia.
Manager’s Website
Information relating to the Company can be found on the
Company’s page of the Manager’s website which is located at
www.invesco.co.uk/invescoasia.
The contents of websites referred to in this document, or
accessible from links within those websites, are not incorporated
into, nor do they form part of this financial report.
General Data Protection Regulation
(‘GDPR’)
The Company has a privacy notice which sets out what personal
data is collected, and how and why it is used. The latest privacy
notice can be found at www.invesco.co.uk/invescoasia under the
‘Literature’ section, or a copy can be obtained from the Company
Secretary whose correspondence address is shown on the next
page.
Financial Calendar
In addition, the Company publishes information according to the
following calendar:
Announcements
Half-yearly unaudited results January
Annual financial results July
Ordinary Share Dividend Payment
First Interim July
Second Interim October
Third Interim January
Fourth Interim April
Annual General Meeting
September
Year end 30 April
Annual General Meeting
The Annual General Meeting (AGM) will be held at 12 noon on
Thursday, 18 September 2025 at 60 London Wall, London
EC2M 5TQ.
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Shareholder
Information
Avoid investment fraud
1 Reject cold calls
If you’ve received unsolicited contact about
an investment opportunity, chances are
it’s a high risk investment or a scam. You
should treat the call with extreme caution.
The safest thing to do is to hang up.
2 Check the FCA Warning List
The FCA Warning List is a list of firms and
individuals we know are operating without
our authorisation.
3 Get impartial advice
Think about getting impartial financial
advice before you hand over any money.
Seek advice from someone unconnected to
the firm that has approached you.
Report a Scam
If you suspect that you have been
approached by fraudsters please tell the
FCA using the reporting form at
www.fca.org.uk/consumers/report-
scam-unauthorised-firm. You can also call
the FCA Consumer Helpline on
0800 111 6768
If you have lost money to investment fraud,
you should report it to Action Fraud on
0300 123 2040 or online at
www.actionfraud.police.uk
Find out more at
www.fca.org.uk/scamsmart
Investment scams are
designed to look like
genuine investments
Spot the warning signs
Have you been:
• contacted out of the blue
• promised tempting returns
and told the investment is safe
• called repeatedly, or
• told the offer is only available
for a limited time?
If so, you might have been
contacted by fraudsters.
Remember: if it sounds too good to be true,
it probably is!
Be ScamSmart
Asia Dragon 4 Shareholders pp78-90.qxp 16/07/2025 12:18 Page 84
85
Registered Office
Perpetual Park
Perpetual Park Drive
Henley-on-Thames
Oxfordshire RG9 1HH
Company Number
Registered in England and Wales
Number 3011768
Alternative Investment Fund Manager
(‘Manager’)
Invesco Fund Managers Limited
Company Secretary
Invesco Asset Management Limited
Company Secretarial contact: James Poole
( 020 7543 3559
email: James.Poole@invesco.com
Correspondence Address:
60 London Wall
London EC2M 5TQ
( 020 3753 1000
Email: investmenttrusts@invesco.com
Invesco Client Services
Invesco has a Client Services Team, available from 8.30am to
6.00pm, Monday to Friday (excluding bank holidays). Please
feel free to take advantage of their expertise by ringing:
( 0800 085 8677
www.invesco.co.uk/investmenttrusts
The Association of Investment Companies
The Company is a member of the Association of Investment
Companies.
Contact details are as follows:
( 020 7282 5555
Email: enquires@theaic.co.uk
Website: www.theaic.co.uk
Independent Auditor
Ernst & Young LLP
25 Churchill Place
Canary Wharf
London E14 5EY
Depositary, Custodian and Banker
The Bank of New York Mellon (International) Limited
160 Queen Victoria Street
London EC4V 4LA
Corporate Broker
Investec Bank plc
30 Gresham Street
London EC2V 7QP
Registrar
MUFG Corporate Markets (formerly known as Link Group)
Central Square
29 Wellington Street
Leeds LS1 4DL
( 0371 664 0300
If you hold your shares directly as a paper share certificate and
not through an investment platform or savings scheme and
have queries relating to your shareholding you should
contact the company’s Registrar, MUFG Corporate Markets, via
email on shareholderenquiries@cm.mpms.mufg.com or on:
( 0371
664 0300. Calls are charged at the standard geographic
rate and will vary by provider.
MUFG Corporate Markets provides an on-line and telephone share
dealing service for paper share certificates to existing
shareholders who are not seeking advice on buying or selling.
This service is available at dealing.cm.mpms.mufg.com or
(( 0371 664 0445. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside the
UK will be charged at the applicable international rate. Lines are
open 9.00am to 5.30pm Monday to Friday (excluding Bank
Holidays in England and Wales).
Shareholders holding paper share certificates can also access
their holding details via the Investor Centre app or the website at
https://uk.investorcentre.mpms.mufg.com.
MUFG Corporate Markets is the business name of MUFG
Corporate Markets (UK) Limited, a division of MUFG Pension &
Market Services.
Alternatively, you can also buy and sell shares yourself through
a wide variety of ‘execution-only’ investment platforms – where
you make the investment decisions and your shares are held
electronically in an account on your behalf. These tend to be also
mean you do not need to worry about losing your certificate.
Most investment platforms allow you to manage your investment
trust holdings online, as well as access to a wide range of
investment options.
Platforms generally charge fees for holding and trading shares.
You can find a list of the major platforms at:
https://www.invesco.com/uk/en/investment-trusts/invesco-
insights/how-to-invest-in-investment-trusts.html
Investor Warning
The Company, Invesco and the Registrar would never contact
members of the public to offer services or require any type of
upfront payment. If you suspect you have been approached by
fraudsters, please contact the FCA consumer helpline on
0800 111 6768 and Action Fraud on 0300 123 2040.
Further details for reporting frauds, or attempted frauds, can be
found on page 84.
Manager’s Website
Information relating to the Company can be found on the
Company’s section of the Manager’s website, which can be
located at www.invesco.co.uk/invescoasia.
The contents of websites referred to in this document, or
accessible links within those websites, are not incorporated into,
nor do they form part of, this financial report.
Advisers and Principal
Service Providers
Asia Dragon 4 Shareholders pp78-90.qxp 16/07/2025 12:18 Page 85
86
Glossary of Terms
(Discount)/Premium
Discount is a measure of the amount by which the mid-market price of an investment company share is lower than the underlying net
asset value (NAV) of that share. Conversely, Premium is a measure of the amount by which the mid-market price of an investment
company share is higher than the underlying net asset value of that share. In this annual financial report the discount is expre
ssed as
a percentage of the net asset value per share and is calculated according to the formula set out below. If the shares are trading at a
premium the result of the below calculation will be positive and if they are trading at a discount it will be negative.
Gearing
The gearing percentage reflects the amount of borrowings that a company has invested. This figure indicates the extra amount by
which net assets, or shareholders’ funds, would move if the value of a company’s investments were to rise or fall. A positive per
centage
indicates the extent to which net assets are geared; a nil gearing percentage, or ‘nil’, shows a company is ungeared. A negative
percentage indicates that a company is not fully invested and is holding net cash as described in the Alternative Performance Me
asures
section below.
Leverage
Leverage, for the purposes of the Alternative Investment Fund Managers Directive (AIFMD), is not synonymous with gearing as defined
above. In addition to borrowings, it encompasses anything that incr
eases the Company’s exposure, including foreign currency and
exposure gained through derivatives. Leverage expr
esses the Company’s exposure as a ratio of the Company’s net asset value.
Accordingly, if a Company’s exposure was equal to its net assets it would have leverage of 100%. Two methods of calculating such
exposure are set out in the AIFMD, gross and commitment. Under the gross method, exposure represents the aggregate of all the
Company’s exposures other than cash balances held in base currency and without any offsetting. The commitment method takes into
account hedging and other netting arrangements designed to limit risk, offsetting them against the underlying exposure.
Net Asset Value (‘NAV’)
Also described as shareholders’ funds, the NAV is the value of total assets less liabilities. The NAV per share is calculated by dividing
the net asset value by the number of ordinary shares in issue. The number of ordinary shares for this purpose excludes those ordinary
shares held in treasury.
Ongoing Charges Ratio
The ongoing administrative costs of operating the Company are encapsulated in the ongoing charges ratio, which is calculated in
accordance with guidance issued by the AIC. The calculation incorporates charges allocated to capital in the Annual Financial St
atements
as well as those allocated to revenue, but excludes non-recurring costs, transaction costs of investments, finance costs, taxation, and
the costs o
f buying back or issuing shares. The ongoing charges ratio is the aggregate of these costs expressed as a percentage of the
daily average net asset value reported in the year.
Portfolio Beta
The portfolio beta is a measure of the portfolio’s sensitivity to market movements. The beta of the market is 1.00 by definition. A beta
of 1.10 shows that the portfolio is expected to perform 10% better than its benchmark index in rising markets and 10% worse in f
alling
markets, assuming all other factors remain constant. Conversely, a beta of 0.90 indicates that the portfolio is expected to perf
orm
10% worse than the benchmark index during rising markets and 10% better during falling markets. The beta of the Company’s portfolio
was 1.07 as at 30 April 2025.
Return
The return generated in a period from the investments including the increase and decrease in the value of investments over time and
the income received.
Capital Return
Reflects the return on NAV, from the increase and decrease in the value of investments, but excluding any dividends reinvested.
Glossary of Terms
and Alternative Performance
Measures
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Total Return
Total return is the theoretical return to shareholders that measures the combined effect of any dividends paid, together with the rise
or fall in the share price or NAV. In this annual financial report these return figures have been sourced from LSEG Data & Analytics
who calculate returns on an industry comparative basis. The figures calculated below are one year total returns, however the same
calculation would be used for three and five year total returns where quoted in this report, taking the respective Net Asset Value
s and
Share Prices period for the opening and closing periods and adding the impact of dividend reinvestments for the relevant periods.
NAV Total Return
Total return on net asset value per share, assuming dividends paid by the Company were reinvested into the shares of the
Company at the NAV per share at the time the shares were quoted ex-dividend.
Share Price Total Return
Total return to shareholders, on a mid-market price basis, assuming all dividends received were reinvested, without transaction
costs, into the shares of the Company at the time the shares were quoted ex-dividend.
Benchmark Total Return
The benchmark of the Company is the MSCI AC Asia ex Japan Index (total return, net of withholding tax, in sterling terms).
Total return on the benchmark is on a mid-market value basis, assuming all dividends received were reinvested, without
transaction costs, into the shares of the underlying companies at the time the shares were quoted ex-dividend.
Alternative Performance Measures (‘APM’)
An APM is a measure of performance or financial position that is not defined in applicable accounting standards and cannot be directly
derived from the Annual Financial Statements. The calculations shown in the corresponding tables are for the years ended 30 April
2025 and 2024. The APMs listed here are widely used in reporting within the investment company sector and consequently aid
comparability.
(Discount)/Premium (APM)
Page 2025 2024
Share price 5 a 320.00p 313.00p
Net asset value per share (note 15) 73 b 356.31p 361.51p
Discount c = (a-b)/b (10.2)% (13.4)%
The average discount for the year is the arithmetic average, over a year, of the daily discount calculated on the same basis as sho
wn
above.
Dividend Yield (APM)
The annual dividend payable in respect of the year expressed as a percentage of the year end share price.
Page 2025 2024
Dividends per share payable in respect of the year (note 8) 71 a 15.60p 14.10p
Share price 5 b 320.00p 313.00p
Dividend yield c = a/b 4.9% 4.5%
Gross Gearing (APM)
This reflects the amount of gross borrowings in use by a company and takes no account of any cash balances. It is based on gross
borrowings as a percentage of net assets. As at 30 April 2025 the Company had £43,923,000 gross borrowings (2024: £12,676,000).
2025 2024
Page £’000 £’000
Bank facility (note 11) 72 43,923 12,626
Bank overdraft – 50
Gross borrowings a 43,923 12,676
Net assets 65 b 729,912 238,266
Gross gearing c = a/b 6.0% 5.3%
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Net Gearing or Net Cash (APM)
Net gearing reflects the amount of net borrowings invested, i.e. borrowings less cash and cash equivalents (incl. investments in money
market funds). It is based on net borrowings as a percentage of net assets. Net cash reflects the net exposure to cash and cash
equivalents, as a percentage of net assets, after any offset against total borrowings.
2025 2024
Page £’000 £’000
Bank facility (note 11) 72 43,923 12,626
Bank overdraft – 50
Less: cash and cash equivalents 65 (2,400) (537)
Less: Invesco Liquidity Fund – US Dollar (money market fund) – (1,494)
Net borrowings a 41,523 10,645
Net asset value 65 b 729,912 238,266
Net gearing c = a/b 5.7% 4.5%
Ongoing Charges Ratio (APM)
2025
(1)
2024
Page £’000 £’000
Investment management fee (note 3) 69 1,734 1,763
Other expenses (note 4) 69 2,427 696
Less: costs in relation to custody dealing charges, one off
marketing charge and one off legal costs (1,613) (19)
Total recurring expenses a 2,548 2,440
Average daily net asset value b 350,787 235,905
Ongoing charges ratio % c = a/b 0.73% 1.03%
(1) The ongoing charge for the year ended 30 April 2025, includes the pro-rata effect of the management fee waiver of the Manager in respect of its contribution to the costs of the
Company’s combination with Asia Dragon Trust plc from the date of the combination until 30 April 2025. The prospective ongoing charge, without any management fee waiver, is
estimated to be approximately 0.77%.
Total Return (APM)
Net Asset Share
Value Price
2025 Page Total Return Total Return
As at 30 April 2025 5 356.31p 320.00p
As at 30 April 2024 5 361.51p 313.00p
Change in year a –1.4% 2.2%
Impact of dividend reinvestments
(1)
b 4.2% 4.9%
Total return for the year c = a+b 2.8% 7.1%
Net Asset Share
Value Price
2024 Page Total Return Total Return
As at 30 April 2024 5 361.51p 313.00p
As at 30 April 2023 6 366.48p 321.00p
Change in year a –1.4% –2.5%
Impact of dividend reinvestments
(1)
b 4.1% 4.7%
Total return for the year c = a+b 2.7% 2.2%
(1) Total dividends paid during the year of 15.60p (2024: 14.10p) reinvested at the NAV or share price on the ex-dividend date. NAV or share price falls subsequent to the reinvestment
date consequently further reduce the returns, vice versa if the NAV or share price rises.
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Alternative Investment Fund Manager (‘AIFM’) and the Alternative Investment Fund
Managers Directive (the ‘AIFMD’, the Directive)
Invesco Fund Managers Limited (‘IFML’) was authorised as an AIFM, and appointed by the Company as such, with effect from 22 July
2014. IFML is an associated company of Invesco Asset Management Limited (‘IAML’), the previous Manager, and IAML continues to
manage the Company’s investments under delegated authority from IFML. In accordance with the Directive, the Company qualifies as
an Alternative Investment Fund (‘AIF’).
Amongst other things, regulations enacted following AIFMD require certain information to be provided to prospective investors. This
information can be found in the Company’s section of the Manager’s website (www.invesco.co.uk/invescoasia) in a downloadable
document entitled ‘AIFMD Investor Information’. There have been no material changes to this information in the year to 31 January
2025 or up to the date of this report. Any information requiring immediate disclosure pursuant to the Directive will be disclosed thr
ough
a primary information provider.
In addition, the Directive requires information in relation to the Company’s leverage (both ‘gross’ and ‘commitment’ – see Glossary on
page 86) and the remuneration of the Company’s AIFM (‘IFML’) to be made available to investors.
Accordingly:
– the leverage calculated for the Company at its year end was 106% for both gross and commitment (2024: both 106%). The limits
the AIFM has set for the Company remain unchanged at 250% and 200%, respectively;
– the AIFM summary remuneration policy is available from the corporate policies section of the Manager’s website
www.invesco.com/uk and from the Company’s Company Secretary, on request (see contact details on page 85); and
– the AIFM remuneration paid for the year to 31 December 2024 is set out below.
AIFM Remuneration
Remuneration policy
On 18 March 2016, Invesco Fund Managers Limited (the ‘Manager’) adopted a remuneration policy consistent with the principles
outlined in the European Securities and Markets Authority (ESMA) Guidelines, on sound remuneration policies under the AIFM Directiv
e.
The policy was revised in 2024, to include specificities for some Invesco EU regulated Management Companies. The Manager was not
impacted by the changes.
The purpose of the remuneration policy is to ensure the remuneration of the staff of the Manager is consistent with and promotes
sound and effective risk management, does not encourage risk-taking which is inconsistent with the risk profiles, rules or instrument
s
of incorporation of the Manager and of the AIF it manages and does not impair the Manager’s compliance with its duty to act in the
best interests of the AIF it manages. The Manager’s summary remuneration policy is available from the corporate policies section o
f
our website (www.invesco.com/uk). Paper copies of the full remuneration policy can be obtained for free from the registered offic
e of
the Manager, Invesco Fund Managers Limited, Perpetual Park, Perpetual Park Drive, Henley-on-Thames, Oxfordshire, RG9 1HH, UK
upon request.
The remuneration policy is reviewed annually by the Compliance, Human Resources and Risk Management functions, who recommend
any adjustments to ensure continued alignment of the policy with s
ound risk management. The board of directors of the Manager are
responsible for the oversight of remuneration and for ensuring adherence to this policy through the Human Resources function.
The Internal Audit function conducts regular testing o
f administration of the remuneration policy to assess its ongoing compliance with
the Invesco Group’s remuneration policies and procedures.
The Manager does not employ any direct staff. All staff involved in the AIF related activities of IFML are employed and paid by v
arious
entities of the Invesco Ltd. Group.
The aggregate total remuneration of Invesco staff involved in AIF related activities of the Manager in respect of performance yea
r
2024 (1 January 2024 to 31 December 2024) is £1.43 million of which £0.90 million is fixed remuneration and £0.53 million is
variable remuneration. The number of beneficiaries apportioned to AIFMD activities is seven.
The Manager has identified individuals considered to have a material impact on the risk profile of the Manager or the AIF it manage
s
(‘Identified Staff’), who include board members of the Manager, senior management, he
ads of control functions, other risk takers and
any employees receiving total remuneration that takes them into the same remuneration bracket as senior management and risk taker
s.
The aggregate total remuneration paid to the Identified Staff of the Manager for AIF related activities for the performance year 2024
(1 January 2024 to 31 December 2024) is £0.44 million of which £0.19 million is paid to Senior Management and £0.2
5 million is
paid to other Identified Staff. Please note that remuneration f
or AIFMD Identified Staff includes remuneration for staff employed
by delegates.
Alternative Investment Fund
Managers Directive Disclosures
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The Manager of Invesco Asia Dragon Trust plc is Invesco Fund Managers Limited.
Invesco Fund Managers Limited is a wholly owned subsidiary of Invesco Limited
and is authorised and regulated by the Financial Conduct Authority.
Invesco is one of the largest independent global investment management firms,
with funds under management of $2,001.4 billion.*
Invesco aims to provide the highest returns available from markets, through
active management, but in a controlled manner, conscious of the risks involved
and within our clients’ objectives.
*As at 30 June 2025
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