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FIDELITY
CHINA SPECIAL
SITUATIONS PLC
Annual Report for the year ended 31 March 2022
Fidelity China Special Situations PLC
|
Annual Report 2022
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The purpose of the Company is to offer investors who are building
a diversified portfolio a direct exposure to China, recognising
the size and growing importance of the country within the world
economy and its weighting within global stock market indices.
The investment objective of the Company is to achieve long-term
capital growth from an actively managed portfolio made up
primarily of securities issued by companies in China, both listed
and unlisted, as well as Chinese companies listed elsewhere.
The Company may also invest in companies with significant
interests in China.
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The Year at a Glance
Fidelity China Special Situations PLC
|
Annual Report 2022
2018
2019
2020
2021
2022
+81.9%
-34.9%
+22.2%
-5.3%
-5.9%
Net Asset Value per Share total return
1,2
Year ended 31 March
2018
2019
2020
2021
2022
Share Price total return
1,2
-39.2%
+23.6%
-0.3%
-6.5%
+97.2%
Year ended 31 March
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
5.5
20202021202020192018
Dividend per Share
4.68p
3.50p
3.85p
Year ended 31 March
4.25p
5.50p
2018
2019
2020
2021
2022
+23.8%
-29.3%
+0.9%
-1.0%
+29.1%
MSCI China Index total return
(in UK sterling terms)
1, 3
Year ended 31 March
1 Includes reinvested income.
2 Alternative Performance Measures. See page 96.
3 The Company’s Benchmark Index.
As at 31 March 2022
Equity Shareholders’ Funds
£1,400.6m
Market Capitalisation
£1,295.2m
Capital Structure
Ordinary Shares of 1 pence held outside Treasury
513,957,409
Summary of the key aspects of the
Investment Policy
The Portfolio Manager will focus on identifying companies
which are most likely to benefit from China’s growth and
changing economy.
The Company is not restricted in terms of size or industry when
including companies in the portfolio and may invest in unlisted
securities.
The Company may also invest into other transferable securities,
collective investment schemes, money market instruments,
cash and deposits and is also able to use derivatives and
bank borrowing for gearing purposes and efficient portfolio
management.
The Company operates a variable management fee
arrangement which is calculated by referencing performance
relative to the MSCI China Index (in UK sterling terms).
In the reporting year, the Company’s Net Asset Value per Share declined by 34.9% and the Share Price declined
by 39.2%, whilst the Benchmark Index declined by 29.3% (all performance data on a total return basis).
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2022 2021
Assets as at 31 March
Gross Asset Exposure £1,765.6m £2,754.9m
Net Assets £1,400.6m £2,183.0m
Gross Gearing
1,2
26.1% 26.2%
Net Gearing
1,2
23.5% 18.4%
Net Asset Value (“NAV”) per Share
2
272.52p 423.50p
Share Price and Discount as at 31 March
Share Price at year end 252.00p 419.00p
Share Price – year high 436.50p 498.00p
Share Price – year low 218.50p 212.00p
Discount at year end
2
(7.5%) (1.1%)
Discount – year high (10.4%) (13.2%)
Premium – year high 2.7% 2.3%
Earnings for the year ended 31 March – see page 65
Revenue Earnings per Share
2,3
6.42p 4.70p
Capital (Loss)/Earnings per Share
2,3
(152.81p) 186.11p
Total (Loss)/Earnings per Share
2,3
(146.39p) 190.81p
Ongoing Charges for the year to 31 March
2,4
0.94% 0.97%
Variable Management Fee 0.20% 0.12%
Ongoing Charges including Variable Management Fee for the year to 31 March
2,4
1.14% 1.09%
1 See Note 20 on pages 93 and 94. Defined in the Glossary to the Annual Report on pages 102 and 103.
2 Alternative Performance Measures.
3 Based on the weighted average number of shares held outside of Treasury during the year.
4 Ongoing charges (excluding finance costs and taxation) expressed as a percentage of average net asset values for the year (prepared in accordance with guidance
issued by the Association of Investment Companies (“AIC”)).
Standardised Performance Total Return
1
(%)
10 years ended 31 March 20225 years ended 31 March 20223 years ended 31 March 20221 year ended 31 March 2022
-34.9
+11.4
+12.2
+28.9
+259.8
+253.3
+89.3
+38.3
+12.9
-9.7
-39.2
-29.3
NAV per Share
Share Price
MSCI China Index (in UK sterling terms)
1 Includes reinvested income.
Financial Highlights
Sources: Fidelity International and Datastream.
Past Performance is not a guide to future returns.
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Annual Report 2022
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Fidelity China Special Situations PLC
STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Contents
Strategy
Chairman’s Statement 02
Portfolio Manager’s Review 07
The Chinese Paradox 14
ESG in the Investment Process 16
ESG and Sustainable Investing at Fidelity 18
Unlisted Investments 20
Spotlight on the Top 10 Holdings 23
Forty Largest Holdings 25
Distribution of the Portfolio 28
Attribution Analysis 29
Ten Year Record 30
Strategic Report 31
Governance
Board of Directors 39
Directors’ Report 40
Corporate Governance Statement 44
Directors’ Remuneration Report 49
Statement of Directors’ Responsibilities 52
Report of the Audit and Risk Committee 53
Financial
Independent Auditor’s Report 57
Income Statement 65
Statement of Changes in Equity 66
Balance Sheet 67
Cash Flow Statement 68
Notes to the Financial Statements 69
Alternative Performance Measures 95
Information for Shareholders
Notice of Meeting 97
Glossary to the Annual Report 101
Shareholder Information 105
Data Protection 107
Alternative Investment Fund Manager’s Disclosure 108
Chairmans Statement
Read more on pages 02 to 06
Ten Year Record
Read more on page 30
Portfolio Managers Review
Read more on pages 07 to 13
Unlisted Investments
Read more on pages 20 to 22
Spotlight on the Top 10 Holdings
Read more on pages 23 and 24
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Fidelity China Special Situations PLC
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Annual Report 2022
Chairman’s Statement
The reporting year proved challenging for investors in China
– driven by four key factors. China’s apparent recovery from
COVID-19 stalled and it returned to its zero-COVID policy,
reinstating restrictions on movement and lockdown isolation
requirements in several major cities. Fears about China’s slowing
growth and debt burden weighed on equities; as did an increase
in geopolitical tensions, linked in part to Russia’s invasion of
Ukraine. Regulatory crackdowns also held back performance,
causing sharp sell-offs in sectors linked to President Xi Jinping’s
Three Mountains policy to increase equality in education (and
internet), health care and property sectors.
Our Benchmark Index, the MSCI China Index, fell by 29.3% in the
reporting year giving up all of the gains it had made during the
previous twelve months. The net asset value (“NAV”) per share
fell by 34.9% where the gearing effect (-10.9%) outweighed the
gains from stock selection (+6.6%). During the same period, the
Company’s share price fell by 39.2% as the discount widened to
7.5% from 1.1% at the end of the last reporting year.
The NAV and share price have both been particularly volatile
during the last two years since the global pandemic was
declared and we will no doubt see further volatility in the future.
However, it should be noted that the share price and NAV as at
31 March 2022 of 252.00p and 272.52p respectively are still
some way ahead of that at the same date in 2020 (216.00p and
236.27p) when the global pandemic was declared.
At a time when the world is experiencing volatility and
uncertainty both politically and in its financial markets, investors
will be re-appraising the makeup of their portfolios. Questions
are asked, such as “Should a diversified portfolio have direct
exposure to China?” “And if so, how?”
The Board continues to believe that a direct exposure to China is
an important constituent of a diversified portfolio. Not only is
China the second largest economy in the world but its Gross
Domestic Product (“GDP) has for many years grown at a faster
rate than the world average and it is projected to continue to do
so. A geographically diversified portfolio needs to have exposure
to this growth.
Fidelity China Special Situations has set out its stall to offer a
“one stop shop” to investors to provide the China content of their
portfolios.
Our Portfolio Manager, Dale Nicholls, concentrates on identifying
those parts of the Chinese economy which are growing the
fastest. He invests in the large capitalisation stocks such as
Alibaba Group Holding and Tencent Holdings whose businesses
continue to grow strongly. He also uses his large research team
on the ground in China to seek out attractively priced medium
and smaller capitalisation companies which will generate returns
as they grow. Our top ten holdings are described on pages 23
and 24.
Making use of the closed ended nature of an investment trust,
Dale can also invest up to 15% of the portfolio in unlisted
companies taking advantage of their early stage growth before
they become listed on the public markets. During the year, two of
our unlisted holdings achieved their IPO, each recording a
I have pleasure in presenting the
Annual Report of Fidelity China
Special Situations PLC for the
year ended 31 March 2022.
Nicholas Bull, Chairman
£1,400.6
(As at 31 March 2022)
Equity Shareholders’ Funds
-34.9%
(Year ended 31 March 2022)
Net Asset Value per Share
(total return)
-39.2%
(Year ended 31 March 2022)
Share Price (total return)
-29.3%
(Year ended 31 March 2022)
Benchmark Index (total return)
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Annual Report 2022
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Fidelity China Special Situations PLC
STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
significant uplift over their original cost. However, since the dates
of their IPOs, the fall in the markets has affected their prices.
Subsequent to the year end, the Company converted its
preference shares in the ride hailing company Xiaoju Kuaizhi
(Didi Chuxing) into American Depositary Shares (ADS). Further
details are in Note 22 on page 94. The valuation of Didi has
been particularly affected by the fall in the markets, concerns
over US listings, and increased regulation requirements. Three
more investments were added to the unlisted part of the portfolio.
Our unlisted investments are described on pages 20 to 22.
Because of our confidence in the long-term growth characteristics
of the Chinese economy we include an element of gearing in the
portfolio. This ensures that positive long-term returns are
amplified but does result in increased volatility in the Net Asset
Value and Share Price as it also accentuates losses in a falling
market, as happened this year.
Dale Nicholls, in his report, describes those parts of the Chinese
economy where he perceives the greatest growth, and comments
on some of the specific investments he holds including his
rationale for holding his five largest investments, which comprise
29.0% of his portfolio.
The Board is mindful of the risks of investing in a single emerging
market and monitors those risks, both current risks and our
perception of emerging risks. These risks are set out on pages 33
to 35. We believe, however, that those risks are outweighed by
the opportunities of investing in China, and, in particular, in
investing in Fidelity China Special Situations.
By investing in the domestic economy, Dale mitigates much of the
geopolitical risk of investing in China. The growth of the middle
class from a population of 1.4 billion people provides a
momentum to consumer spending. Although, in a year when this
has been reduced by the effects of the pandemic, Dale has
sought value in other parts of the economy which he describes in
his report.
The Board believes that the size and quality of Fidelity’s research
team gives the Manager a considerable advantage. Market
dislocations create stock specific pricing anomalies and these
can only be identified by extensive and rigorous research.
Research also enables the Manager to position the portfolio to
try and mitigate regulatory changes from the Chinese
government some of which can be predicted from the nature of a
centrally planned economy.
Board visit to China
In the years prior to the pandemic, the Board visited China each
year to observe the Manager and his team in action, to meet the
Fidelity analysts and also to meet some of the Companies in which
we are invested. Last year, for the second time, we were unable to
do that but had virtual visits in which we used video conferencing
to meet with a combination of the Fidelity team, market
commentators and some investee companies.
Among the companies we met was Bilibili, a video sharing internet
company based in Shanghai, themed around animation, comics,
and games, with whom the Portfolio Manager discussed limiting
the impact from regulations, in particular, possible restrictions on
“time spent” for minors on video content as seen on games.
We also heard from the management team of Huazhu Group, a
hotel management company in China, that was ranked as the
No.7 Hotel Group around the world in 2021 by Hotels.com; and
from BC Technology Group which specialises in digital assets
and blockchain platforms.
The Board was, once again, impressed by the breadth and depth
of Fidelity’s team, spending time not only with the Manager and
the analysts but also with the Global Head of Stewardship and
Sustainable Investing, who is based in Singapore.
I would like to take this opportunity to reiterate the Board’s
confidence in our Portfolio Manager, Dale Nicholls, and his team,
in their skills and proven track record of identifying growth
opportunities in the Chinese marketplace.
Environmental, Social and Governance (ESG) Investment and
Climate Change
COP26 was an important global event in November 2021 where
governments, businesses, climate experts and campaigners
gathered for discussions and negotiations to tackle climate
change. It provided a platform to attempt to align and co-
ordinate international efforts in the fight against the climate crisis.
There is increasing concern about global warming, and a focus
on serious efforts to counter its effects. There was progress in the
form of commitments and initiatives across a wide range of areas
from deforestation to clean energy transition but more needs to
be done. Businesses for their part are under pressure to ensure
that their activities are environmentally sustainable, as well as
demonstrating social responsibility and good corporate
governance. Continuing deterioration in the climate brings
investment risk into our portfolio. Fidelity International continues to
evolve its approach to ESG and has a new climate investing
policy as well as sustainable investing voting principles and
guidelines and is making further improvements to its proprietary
forward-looking ESG and climate ratings.
The growing body of middle-class consumers in China who care
about the environmental and social footprints of what they buy
means that companies need to take sustainability more seriously.
The rise of sustainable investing offers further incentives for
companies to step up their ESG efforts for the sake of easier
financing. Given this confluence of factors, it is unsurprising that
companies are generally willing and, at times, keen to engage
with investors on ESG issues.
The evaluation of ESG factors are a core part of our Portfolio
Manager’s investment process and he continues to see progress
regarding the level of engagement and transparency with
Chinese companies. Sustainability factors are key topics of
conversation with companies and many management teams are
looking at ways to generate a more sustainable outcome for their
companies. Although China continues to lag most other major
markets in this area, we are encouraged by the fast rates of
improvement which we are seeing. China’s regulators are
engaging with companies to improve the disclosure of ESG
metrics to align themselves more with these standards in
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Fidelity China Special Situations PLC
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Annual Report 2022
Chairman’s Statement continued
Hong Kong. Not only is this a good outcome globally, but we also
believe that progress on better ESG practices could be a key
source of performance for the portfolio over the longer-term.
Fidelity International has a proprietary sustainability ratings
system leveraging its internal research and interactions with
issuers. The ratings are designed to generate a forward-looking
and holistic assessment of ESG risks and opportunities based on
sector specific performance indicators. Analysts quantify the
direction of change of companies’ ESG performance (positive,
neutral or negative trajectory) and rate the companies using a
scale of A to E. The Board pays close attention to the ratings of
underlying portfolio companies and challenges the Portfolio
Manager and his team on any stocks with lower ratings. The
ratings of the companies within the portfolio are well ahead of
the broader market and continue to improve.
Dale Nicholls outlines his approach to this important subject in
his report and what this means for the Company’s investment
portfolio. The Fidelity group of companies (including the
Manager) has embedded ESG factors in its investment decision
making process. Further details are on pages 16 to 19 which
show how the Company is positioned in terms of ESG.
Gearing
The Company has a three-year unsecured fixed rate facility
agreement with Scotiabank Europe PLC for US$100,000,000. The
interest rate is fixed at 2.606% per annum until the facility
terminates on 14 February 2023.
To achieve further gearing, the Company uses contracts for
difference (“CFDs”) on a number of holdings in its portfolio.
Further details are in Note 20 on pages 93 and 94.
As at 31 March 2022, the Company’s Gross Gearing, which is
Gross Asset Exposure in excess of Net Assets, was 26.1% (2021:
26.2%). The level of Gross Gearing is determined by the Manager
within the limit set by the Board of 30%. Net Gearing, which nets
off short positions, was 23.5% at the year end (2021: 18.4%).
Dividend
Our investment objective is to achieve long-term capital growth.
Nevertheless, the Company has been able to increase the
dividend per share every year since the Company launched. With
interest rates being low, the Directors recognise that the dividend
has become a more important part of the total return to
shareholders.
The Board recommends a final dividend of 5.50 pence per share
for the year ended 31 March 2022 for approval by shareholders
at the Annual General Meeting (AGM”) to be held on 20 July
2022. This represents an increase of 17.5% over the 4.68 pence
paid in respect of the prior year. The dividend will be payable on
27 July 2022 to shareholders on the register on 17 June 2022
(ex-dividend date 16 June 2022).
The revenue per share earned by the Company during the year
was 6.42 pence, which is an increase of 36.6% over the 4.70
pence earned in the prior year, and covers the recommended
dividend.
Discount Management
The Board believes that investors are best served when the share
price trades close to net asset value (“NAV). The Board
recognises that the Company’s share price is affected by the
interaction of supply and demand in the market based on
investor sentiment towards China and the performance of the
NAV per share. The Board has a discount control policy in place
whereby it seeks to maintain the discount in single digits in
normal market conditions. Subject to market conditions, it will
authorise the repurchase of shares with the objective of
stabilising the share price discount within a single digit range.
The Company’s discount widened from 1.1% at the start of the
reporting year to 7.5% at the end of the reporting year. During the
year, the Board authorised the repurchase of 1,506,074 shares
into Treasury, representing 0.3% of issued share capital, in its
effort to stabilise the discount. These share repurchases have
benefited remaining shareholders as the NAV per share has
been increased by purchasing shares at a discount. Since the
year end and as at the date of this report, the Company has
repurchased a further 511,450 ordinary shares into Treasury. No
shares have been repurchased for cancellation. The graph below
shows the history of the Company’s discount during the year.
Discount to NAV
At the forthcoming AGM, the Board is seeking to renew the
annual authority to repurchase up to 14.99% of the Company’s
shares, to be either cancelled or held in Treasury, as it has done
each year previously.
Management Fees
With effect from 1 April 2021, the Board agreed a reduced
management fee with the Manager, FIL Investment Services (UK)
Limited. The revised fee structure is on a tiered basis of 0.90% on
the first £1.5 billion of net assets reducing to 0.70% on net assets
over £1.5 billion. The variable element of +/-0.20% from the
previous fee structure remains unchanged. At the same time, the
fixed annual fee of £100,000 for services other than portfolio
management has been removed. The revised fee provides
savings on the overall percentage costs for shareholders
assuming net assets remain constant.
Details of the fee structure for the year ended 31 March 2022 are
set out in the Directors’ Report on page 40.
Apr 21 May 21 Jul 21 Sep 21 Nov 21 Jan 22 Mar 22
Discount to NAV
Discount
-10%
-5%
0%
5%
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Annual Report 2022
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Fidelity China Special Situations PLC
STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Ongoing Charge
The Ongoing Charge for the year was 0.94% (2021: 0.97%). As
indicated, the Manager is entitled to earn up to an additional
0.20% of NAV per annum if performance is ahead of benchmark
over a three-year basis, calculated on a daily basis.
Notwithstanding the underperformance against the Benchmark
Index in the year, the three year performance has been sufficient
to earn the maximum variable element of 0.20%. As a result the
Ongoing Charge for the year, including this variable element,
was 1.14% (2021: 1.09%).
Board of Directors
Elisabeth Scott, having served on the Board as a non-executive
Director since 1 November 2011 and as a Senior Independent
Director since 22 July 2016, stepped down from the Board at the
conclusion of the AGM on 20 July 2021. She was succeeded as a
non-executive Director by Alastair Bruce who was appointed to
the Board on 1 July 2021 and she was succeeded as Senior
Independent Director by Linda Yueh on 20 July 2021.
As part of the Board’s succession plan, I will retire as Chairman
at the AGM on 20 July 2022. Following a formal process, the
Board decided that Mike Balfour will succeed me as Chairman at
the conclusion of the AGM. As Mike is currently Chairman of the
Audit and Risk Committee, Alastair will succeed Mike at the same
time.
The Board has appointed Georgina Field as a non-executive
Director from 1July 2022. Her biography is on page 39 and she
will stand for election at the AGM on 20 July 2022.
In accordance with the UK Corporate Governance Code for
Directors of FTSE 350 companies, all Directors, with my exception,
are subject to annual re-election at the AGM on 20 July 2022. The
Directors’ biographies can be found on page 39, and, between
them, they have a wide range of appropriate skills and
experience to form a balanced Board for the Company.
Board Apprentice
The Board continues to participate in the Board Apprentice
Scheme arising from a government-supported initiative to give
board exposure to aspiring non-executive directors, particularly
women and those from ethnic minority backgrounds. Kal
Foley-Khalique was appointed as a Board Apprentice on
1December 2020 for a period of one year. As COVID affected
her exposure to the workings of the Board, it was decided to
extend her apprenticeship to the AGM on 20 July 2022. She
attends all Board and Committee meetings as an observer and it
is intended that this will assist her aspirations in securing a
non-executive director role in the future. The Board has
commenced the process to identify and appoint a new Board
Apprentice.
Outlook
I shall retire from the board at the forthcoming AGM on 20 July
2022 having served, first as Senior Independent Director and
then as Chairman, for the 12 years since our IPO in 2010. Much
has changed in China during that time but one thing has not
changed. We launched the Company to offer investors with a
diversified portfolio the opportunity to have direct exposure to
China’s growth; and that approach is now widely accepted. Over
the 12 years since the Company launched, the share price total
return has been 169.3% compared to a Benchmark Index total
return of 81.3%.
Official forecasts in China are that, in the year 2022, growth in
GDP will be 5.5% which is greater than the OECD forecast of
global growth, although some commentators are questioning
whether that rate will be achieved. China is too large and
growing too fast to be ignored by investors, especially when that
growth is translated into attractively priced earnings for
listed companies.
The Company is designed to be a one stop shop for investors’
exposure to China. Dale Nicholls invests in companies of all sizes
and has established a record of successfully identifying unlisted
companies before they do their own IPO. His emphasis is always
to identify those parts of the Chinese economy that are growing
fastest and he is supported by a large and experienced team of
research analysts on the ground.
ESG has become a prominent issue in recent years although it
has always been the case that better governed companies make
better investments. Fidelity has used its resources to apply its own
ESG ranking methodology which enables the Manager to screen
his investments and to engage with companies on their ESG
standards.
No doubt the progress of the Company’s share price will continue
to experience short-term volatility but we have always portrayed
holding shares in the Company as a long-term investment.
I have been a shareholder since I joined the board and will
continue to be one as I retire; and I look forward to seeing the
Company going from strength to strength.
Meanwhile, I hope to see you at our Annual General Meeting in
July. Details of the AGM are on the next page.
Nicholas Bull
Chairman
30 May 2022
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Fidelity China Special Situations PLC
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Annual Report 2022
Annual General Meeting – Wednesday, 20 July 2022 at 11.00 am
The AGM of the Company will be held at 11.00 am on Wednesday, 20 July 2022 at 155 Bishopsgate, London EC2M 3YD and
virtually via the online Lumi AGM meeting platform. Full details of the meeting are given in the Notice of Meeting on pages 97
to 100.
Appropriate social distancing and hygiene measures will be in place for those shareholders attending the AGM in person. For
those shareholders who would prefer not to attend in person or for whom travel is not convenient, we will live-stream the formal
business and presentations of the meeting online.
Dale Nicholls, the Portfolio Manager, will be making a presentation to shareholders highlighting the achievements and challenges
of the year past and the prospects for the year to come. He and the Board will be very happy to answer any questions that
shareholders may have. Copies of his presentation can be requested by email at investmenttrusts@fil.com or in writing to the
Secretary at FIL Investments International, Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RP.
Properly registered shareholders joining the AGM virtually will be able to vote on the proposed resolutions. Please see Note 8 to
the Notes to the Notice of Meeting on page 99 for details on how to vote virtually. Investors viewing the AGM online will be able
to submit live written questions to the Board and the Portfolio Manager and we will answer as many as possible at an appropriate
juncture during the meeting.
Further information and links to the Lumi platform may be found on the Company’s website www.fidelity.co.uk/china. On the day
of the AGM, in order to join electronically and ask questions via the Lumi platform, shareholders will need to connect to the
website https://web.lumiagm.com.
Please note that investors on platforms such as Fidelity Personal Investing, Hargreaves Lansdown, Interactive Investor or AJ Bell
Youinvest will need to request attendance at the AGM in accordance with the policies of your chosen platform. They may request
that you submit electronic votes in advance of the meeting. If you are unable to obtain a unique IVC and PIN from your nominee or
platform, we will also welcome online participation as a guest. Once you have accessed https://web.lumiagm.com from your
web browser on a tablet or computer, you will need to enter the Lumi Meeting ID which is 152-195-444. You should then select the
‘Guest Access’ option before entering your name and who you are representing, if applicable. This will allow you to view the
meeting and ask questions but you will not be able to vote.
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Annual Report 2022
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Fidelity China Special Situations PLC
STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Portfolio Manager’s Review
Question
How has the Company performed in the
year under review?
Answer
As already mentioned in the Chairman’s Statement, a resurgence
in COVID cases, fears over China’s slowing growth and increased
regulation caused the Company’s Benchmark Index to give up
the gains it had made during the previous twelve months, and
produced a total return in UK sterling of -29.3%. In this context, the
Company’s NAV total return per share, weighed down by the
Company’s gearing, fell by 34.9%. During the same period, the
share price total return was -39.2% as the discount widened to
7.5% from 1.1% as at the Company’s last year end.
Question
Investment performance in the year under
review has been challenging, especially
compared with the previous year. What
have been the main drivers?
Answer
Over the period under review, holdings in industries embroiled in
regulatory changes detracted from relative performance. Of note,
was the sharp sell-off in Chinese stocks triggered by heightened
regulatory changes targeting the education, internet, healthcare
and property sectors (related to the “Three Mountains” that need
to be scaled to deliver China’s policy of Common Prosperity).
Analysing regulatory developments and the direction of travel is
naturally a core part of our analysis of the operating
environments of companies. While there have clearly been some
surprises through this tightening cycle, in areas such as education,
we had largely exited from this space and so the impact on the
Company was not significant. Our impact on the healthcare
sector was also limited as we had little exposure to the generics
part of the market where we expect the most significant pricing
pressure to be. The exposure to the property sector was also
limited. The main impact was in the internet related area.
However, the position in carrier-neutral internet data centre
(“IDC) operator VNET Group (previously 21Vianet Group)
weighed down returns due to a number of factors including
weaker demand from wholesale customers, increased
competition, as well as regulatory concerns that have generally
applied to US listed Chinese companies. Furthermore, sentiment
was dampened by ongoing concerns relating to the pending
share sale by Tuspark (a strategic shareholder) due to its debt
restructuring. Whilst capacity addition expectations have been
lowered, growth remains solid and valuations have fallen to
extreme levels, with the stock trading at a significant discount to
its net asset value. More broadly speaking, IDC demand remains
a structural growth story in China driven by increasing data
usage of the internet via mobile devices on the consumer side
and increasing demand for cloud and IT services on the
enterprise side and I believe VNET is well positioned to benefit
from this growth.
Dale Nicholls was appointed
as Portfolio Manager of Fidelity
China Special Situations PLC on
1 April 2014. He has 27 years
of investment experience and
also manages the Fidelity Pacific
Fund. He spends much of his
time speaking to management
teams and competitors of
companies in which he invests or
may choose to invest, engaging
with hundreds of companies
each year.
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08
Fidelity China Special Situations PLC
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Annual Report 2022
Given headwinds such as COVID lockdowns and a weakening
property market, it is no surprise that consumption-driven sectors
have struggled to perform. This in turn has seen increased
pressures on the large internet platforms that have been
impacted by lower advertising spend. The regulatory impact on
sectors such as education has also clearly played a part here.
As often happens in market downturns, some of the smaller holdings
in the Company’s portfolio with less liquidity have suffered more.
Tencent-backed livestreaming platform Kuaishou Technology
remained out of favour as leading social media and gaming
companies faced higher regulatory scrutiny over user data collection
and usage. Kuaishou is one of the most popular social platforms in
China and one of the few internet companies that continues to have
robust growth in users and time-spent-online. The company has
undergone some major organisational restructuring which should
lead to better operating efficiency over the mid-term. The company’s
monetisation of the platform is expected to increase as it shifts its
focus to commercial activities, with advertising and e-commerce
being two of its biggest growth opportunities.
The holding in online marketing technology company iClick
Interactive Asia Group, e-commerce service provider Baozun
and supply chain finance technology solution provider Linklogis
were caught in the broader market sell-off. The weaker consumer
and related advertising spend clearly weighed on iClick and
Baozun, as did US delisting fears. The long-term growth story for
Baozun remains intact in light of rising online penetration and
category expansion including luxury and fast-moving consumer
goods (FMCG). The company’s close relationship with Alibaba and
large client resources also enables it to get the best resources from
Alibaba. In addition, the volume of customers it serves on other
platforms, including the fast growing live-streaming platforms,
continues to grow. Even factoring in the headwinds, these
companies’ shares look significantly oversold and are trading at
significant discounts to where we see fair value.
On a positive note, an exposure to SenseTime, which we bought
in 2018 while it was unlisted, added notable value as shares in
the artificial intelligence (AI”) technology company rallied
following its initial public offering (IPO). The company continues
to capitalise on its lead in algorithm production efficiency and in
its commercialisation in comparison to other AI start-ups, along
with access to a large addressable market backed by strong
capabilities in core areas such as computer vision.
The holding in one of our other unlisted investments, autonomous
vehicle technology company Pony.ai, also performed well as
subsequent investment rounds were announced at significantly
higher than expected valuations (the company is also backed by
Toyota). The company’s plans of commercialising autonomous
driving for all vehicle sizes remain on track and we are closely
monitoring its operations regarding both ride-sharing and
delivery service networks. It already operates taxi fleets in cities
such as Beijing, and I believe the company remains well-
positioned as a leading player in this new and emerging market.
Elsewhere, a leading manufacturer of gas equipment and liquid
tanks CIMC Enric continues to benefit from solid gas demand
growth trends in China over the mid-term, with the shift away from
more harmful fossil fuels. As a leader in the business for gas
related equipment, the company is well placed to play a role in
the innovation required for China to reach its environmental
goals. The company is also well positioned in China’s nascent
hydrogen supply chain.
Question
COVID cases in China are rising again.
Is China likely to continue with its
zero-COVID policy and what are the
implications for the Company’s portfolio?
Answer
Slowing economic growth - notably slowing consumer activity
highlighted in data points such as retail sales – has been
exacerbated by the recent COVID lockdowns that we have seen in
large cities such as Shanghai. The feedback from consumer related
businesses in the region indicate that the impact will be significant
in the short-term. Despite the severity of these lockdowns, and while
the direction of policy is not always easy to predict, I do believe that
we will see a shift towards a loosening of restrictions relatively
soon. I believe that recent commentary from certain officials, the
approval of foreign antiviral drugs, as well as the evident social
strain the policy is having, are all factors that support this view.
There is also a clear impact on supply chains. We are already
seeing impact of the recent lockdowns in Shenzhen given the huge
productive capacity that was affected there; limits of ports in
places like Shanghai are also clearly having a major impact. In
terms of implications for the portfolio, as there is a focus on
domestic consumption, we are focused on ensuring the
fundamentals (such as earnings visibility) of companies we own in
the portfolio remain intact.
I do not think that we should underestimate the risks from the
zero-COVID policy and I expect the short-term outlook for the
consumer sector will be difficult; and this is partly reflected in the
portfolio’s current underweight to consumer discretionary positions.
However, I remain positive on the long-term potential of the
Chinese consumption theme and believe that there is good
potential for the unleashing of spending power as the country
comes out of the pandemic.
Question
The US has indicated it will delist some
Chinese companies from its exchanges
– have any of your investments been
directly impacted, and will the trend
continue?
Answer
While there are liquidity perspectives to consider, I believe this will
clearly improve over time and the vast majority of Chinese
companies have the capacity to be listed in other markets such as
Portfolio Manager’s Review continued
Portfolio Manager’s Review continued
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STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Hong Kong. Most crucial for me is the underlying value of a
company, and not where that company is listed. With this in mind, I
have been adding to positions over this period, given the
opportunities created by some of the sell-offs which took some
stock valuations to extreme levels, presenting attractive
opportunities. Examples include VNET, Autohome and Lufax.
Question
There has been a lot of talk about how
Russia’s invasion of Ukraine will affect
Chinese relations with the West and
China’s markets – is this of concern?
Answer
Geopolitics is definitely something we all need to be mindful of.
Some of the significant economic concerns we held prior to the
Russia and Ukraine conflict have indeed been accentuated by the
crisis. For example, there is now a greater risk of global stagflation
– with greater risks to growth, and ongoing supply chain
disruptions increasing costs for everyone.
It seems likely that China will continue its more ‘neutral’ stance
towards the conflict, in keeping with the policy actions taken by
other large countries in Emerging Markets. The base case would
be that we do not see a further deterioration in what is already a
strained relationship with the US. While geopolitics often dominates
headline news, what I concentrate and focus on is the potential
direct impact this can have on the companies I invest in and their
earnings, which in most cases, is negligible.
As in previous years, the sales of the companies in which we invest
are predominantly domestic. Of the overall portfolio, sales
exposure to China is over 90%.
Regarding cost pressures, while these trends and their short-term
impact on earnings need to be monitored, we are very focused on
companies that have pricing power that will allow them to pass on
these costs over time.
Question
Are people in China domestically
experiencing inflation in the same way as
in the West and across Europe?
Answer
Inflationary pressures in China have been relatively benign and
less of a risk compared to trends seen in many Developed
Markets. China’s headline Consumer Prices Index (“CPI”) inflation
has maintained relatively moderate levels in the past few months
and we will need to watch how this trend evolves. Although the
year-on-year CPI could be pushed up by higher-than-normal
vegetable prices due to weather conditions and COVID restrictions
(which have already been partially offset by widening pork
deflation), as well as rising fuel costs due to geopolitical tensions
on the supply side, we expect such increases to be moderate as
Chinese consumer demand remains weak and domestic supply
chain disruptions lessen over time. However, this does need to be
monitored given volatile commodity prices.
In contrast, the headline CPI inflation in major Developed Market
(“DM) economies hit decade highs in early 2022. The divergence
is partially technical, reflecting relatively high weights of pork but
low weights of fuels, as highly regulated prices in China somewhat
shield inflationary pressures from the global spike in oil prices. In
addition, the difference in labour markets may also contribute to
the divergence. Service inflation in China was still muted with the
labour market deteriorating due to the zero-COVID Policy and
tightened restrictions, while the elevated inflation in DM economies
like the US had broadened from goods to services with tight labour
markets driving strong wage growth.
Question
There is obviously a lot of macro
uncertainty at the moment, which has
led to volatility. What does that mean
for valuations? Are there reasons to be
optimistic?
Answer
The graphs on the next page show the extent of the de-rating that
we have experienced in the Chinese markets in the last year.
Valuations in China, both on a historical basis and compared to
global peers, have become increasingly more attractive. Given the
concerns discussed, investor sentiment remains quite negative.
I believe there is good potential for less “negative news” going
forward. One key factor will be developments in the property
sector – a sector whose correction has also been a major drag on
the country’s economy from late 2021. At this point, we are already
seeing signs of easing measures from purchasing restrictions being
lifted to easing mortgage lending in certain cities. I believe this has
good potential to continue and expand.
The regulatory wave has good potential to ebb, with a shift more
on the implementation of announced policies versus policy
surprises. A key example of this is the government’s messaging at
the end of April after their Politburo meeting where it was indicated
that policy would shift to support economic growth via increased
infrastructure spending, more supportive property measures (albeit
the policy that housing is for ‘living not speculating’ remains) and
the healthy development of internet platforms in order to help
underpin consumption and enable pent up demand and spending
once lockdowns are lifted.
Finally, I feel we can expect more actions to be taken on both the
monetary and fiscal side to support economic growth. This
contrasts significantly with the monetary tightening we are seeing
in other markets such as the US. These levers, combined with
easier comparisons relative to the slowdown from the first half of
2021, have considerable scope to drive faster earnings growth in
the market from the second half of 2022.
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Annual Report 2022
Attractive valuations offer opportunity
12 Month Forward Price-to-Book
12 Month Forward Price-to-Earnings
Question
In which companies and sectors are you
finding the most exciting opportunities?
Answer
In terms of opportunities and ideas, the Company remains focused
on stocks and sectors that appear well positioned to benefit from
China’s long-term structural growth drivers. Indeed, despite recent
uncertainties, powerful trends like the expansion of the middle class
provide a long runway for growth.
Following the significant recent falls in technology-related names,
we feel that the risk/reward pay-off has tipped much more in our
favour in these companies. For example, Alibaba Group Holding,
factoring out the value of cash and investments, is trading at a
single digit price/earnings ratio. Although it does face some
competitive challenges, it remains the dominant platform in China
and generates very high returns on capital. As is often the case with
broad-based corrections, some stocks with lower regulatory risk
have also sold-off, presenting some very appealing investment
opportunities. Interestingly, this includes some smaller companies
that could actually be beneficiaries of regulatory changes since
many of the new reforms focus more on larger companies.
We have also moved to build-up a sizeable position in industrials
which now stands as the largest sector overweight position in the
Company. The core thesis around industry consolidation remains
very much in place as areas such as building materials in China
are very fragmented relative to what one sees in the more mature
markets. Some of the Company’s paint holdings, for example, have
underperformed due to property sector concerns and raw materials
cost pressure, but I maintain a high level of conviction in the
long-term story and see significant potential for future upside as
sentiment and fundamentals start to improve. For many of these
companies, the exposure to residential property is relatively low
and any direct impacts are well managed. Additionally, they should
benefit from increased infrastructure investment which I think is likely.
Elsewhere, within financials, I continue to favour insurers, given the
industry’s structural growth prospects driven by the country’s
demographic trends and rising incomes, particularly for protection-
type life insurance products given relatively low levels of
penetration. Thus, the portfolio continues to hold an exposure to
China Life and China’s third largest insurance group China Pacific
Insurance Group (“CPIC”), which covers life as well as property
and casualty segments. Both companies are very attractively valued
in both absolute terms, versus peer and versus their historic levels.
CPIC will implement its so-called “long-journey” reform in 2022, with
more focus on productivity and persistency. I am still cautious on
mainstream banks in general, but I built a new position in China’s
fifth largest state-owned bank, Postal Savings Bank of China. The
relatively new management team is focused on leveraging a strong
branch network to grow in retail and small to medium enterprise
(SME) lending. Its wealth management division is also rapidly
ramping up and offers outstanding growth potential. ESG factors
are also important – as highlighted below. This all comes at a very
attractive valuation.
Another new position was initiated in a leading digital textile printer
maker – Hangzhou Honghua Digital Technology. The company’s
position is supported by evolving industry trends including
increasing the need to shorten production and delivery times,
reduction of production batches and rising demand for
individualised products. In addition, digital textile printing offers
profound environmental benefits in the form of low emissions,
wastewater production, energy consumption and waste-material
production. Thus, demand push in the form of government policy
adoption of digital textile printing also supports what is a long
runway for growth. In addition to the building materials examples
discussed above, this is a good example of the emergence of
companies I would put in the “quality industrial” category. These
companies are building real competitive advantages through strong
investment in R&D; many of them are seeing strong market share
gains, in many cases replacing foreign imports which have
dominated these categories.
I also purchased a new holding in China’s second largest pipe
company by market share, Yonggao. The company is expected to
continue posting solid topline growth amid market consolidation as
it continues to take market share from smaller players. The company
Source: Refinitiv DataStream, 31 March 2022. RHS stands for Right hand side.
6
8
10
12
14
16
18
20
22
24
Mar- 11
Sep-11
Mar- 12
Sep-12
Mar- 13
Sep-13
Mar- 14
Sep-14
Mar- 15
Sep-15
Mar- 16
Sep-16
Mar- 17
Sep-17
Mar- 18
Sep-18
Mar- 19
Sep-19
Mar- 20
Sep-20
Mar- 21
Sep-21
Mar- 22
MSCI China S&P 500 Composi te
0 .5
1 .0
1 .5
2 .0
2 .5
3 .0
3 .5
4 .0
4 .5
5 .0
Mar- 11
Sep-11
Mar- 12
Sep-12
Mar- 13
Sep-13
Mar- 14
Sep-14
Mar- 15
Sep-15
Mar- 16
Sep-16
Mar- 17
Sep-17
Mar- 18
Sep-18
Mar- 19
Sep-19
Mar- 20
Sep-20
Mar- 21
Sep-21
Mar- 22
MSCI China S&P 500 Composi te
Source: Refinitiv DataStream, 31 March 2022. RHS stands for Right hand side.
Source: Refinitiv DataStream, 31 March 2022. RHS stands for Right hand side.
6
8
10
12
14
16
18
20
22
24
Mar- 11
Sep-11
Mar- 12
Sep-12
Mar- 13
Sep-13
Mar- 14
Sep-14
Mar- 15
Sep-15
Mar- 16
Sep-16
Mar- 17
Sep-17
Mar- 18
Sep-18
Mar- 19
Sep-19
Mar- 20
Sep-20
Mar- 21
Sep-21
Mar- 22
MSCI China S&P 500 Composi te
0 .5
1 .0
1 .5
2 .0
2 .5
3 .0
3 .5
4 .0
4 .5
5 .0
Mar- 11
Sep-11
Mar- 12
Sep-12
Mar- 13
Sep-13
Mar- 14
Sep-14
Mar- 15
Sep-15
Mar- 16
Sep-16
Mar- 17
Sep-17
Mar- 18
Sep-18
Mar- 19
Sep-19
Mar- 20
Sep-20
Mar- 21
Sep-21
Mar- 22
MSCI China S&P 500 Composi te
Source: Refinitiv DataStream, 31 March 2022. RHS stands for Right hand side.
Portfolio Manager’s Review continued
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Fidelity China Special Situations PLC
STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
is building up its distribution channels, warehouses and optimising
product flow in weak regions in an effort to improve its utilisation
and efficiency. The company also trades at a significant discount to
the market and peers.
Within healthcare, I purchased a new position in Zhaoke
Ophthalmology, a biotech company focused on ophthalmological
products. The company has a comprehensive ophthalmic drug
pipeline which is expected to benefit from what is currently an
under penetrated market. China’s aging population and increasing
use of IT products leads to an increasing prevalence of eye
diseases. As such, increasing disease awareness and affordability
of treatment coupled with technological advancement for treatment
supports strong industry growth trends.
Question
What is your approach to gearing in the
Company’s portfolio?
Answer
Whilst the period under review has seen a sell-off in Chinese
equities, given current undemanding valuations and the expected
tailwind of policy response, I remain increasingly positive and this is
reflected in current gearing levels. Towards the end of the period,
net gearing was increased to current levels of around 24%. This is
due to a combination of adding to areas where we see significant
value and closing the majority of our short positions in the wake of
the market corrections.
Question
What is your approach to ESG? How
do corporates in China address ESG
issues, and does this differ from Western
markets?
Answer
Our analyst survey, which is based on the findings of engagements
with companies, shows that Chinese companies are embracing ESG
challenges. As highlighted previously, improvements are often
coming from low bases but the pace of improvement is impressive,
and this is the most important thing.
In 2021, both the Shanghai and the Shenzhen bourses revised their
listing rules which now include a provision for companies to publish
a corporate social responsibility (CSR) report (albeit non-
mandatory). China also saw progress in ESG ratings overall,
specifically, companies with a BBB or above rating in the MSCI
Index increasing when compared to 2020, together with the
successful inclusion of a carbon footprint for most companies. In
addition, there were a number of developments relating to climate
change from the government and regulators. The most notable one
is the launch of the national carbon trading market in July 2021
which covers 40% of China’s emissions and around 10% of global
total emissions.
In recent years, I have witnessed a notable increased focus on ESG
from investee companies. I have found separate ESG focused
engagement sessions to be incredibly valuable as these have been
comprehensive “deep-dives” into understanding a company’s ESG
mindset, strategy and capabilities. It is also encouraging that
investee companies seek Fidelity’s advice on how to better
represent and report on their credentials in this area.
An interesting area of development that we have been monitoring
closely is that of green financing. Two companies that are making
strong advancements in the financials space are Lufax Holding
and Postal Savings Bank of China. We have engaged with both
companies extensively. Lufax differentiates itself by targeting small
business owners underserved by the country’s banks by providing
them with large ticket-size/long tenor funding. It was encouraging to
see the company release its first ESG report last year, committing to
adhere to the nation’s guidelines on green finance and inclusive
finance by executing their mission of providing inclusive and
compassionate financial services.
Postal Savings Bank of China (“PSBC”) was upgraded by MSCI from
BBB to A in November 2021, mainly due to the bank’s strong ESG
incorporation in both its business practices and its rapid expansion
in green loans. PSBC’s targeted agricultural loans and green loans
are more resilient through cycles which enables it to post superior
loan growth. Aside from over 30% growth in green loans, PSBC set
up its A-Share ESG Index on the Deutsche Boerse over the past year,
to promote ESG investment into A-Share companies from a global
perspective. The bank also facilitated over 450 corporate customers
in conducting their carbon accounting last year.
On the next page, are two examples of our company engagements.
Zhejiang Weixing which has a good ESG rating but we engaged
with to improve further and Lenovo Group which has excellent
practices on gender diversity.
The chart below demonstrates that the Company’s portfolio has a
significantly lower carbon footprint than that of the Benchmark Index.
Carbon Emissions
(tonnes CO2e/USDmn
invested)
Carbon Intensity
(tonnes CO2e/USDmn)
Fidelity China Special Situations PLC – Carbon Footprint
0
50
100
150
200
250
300
Data Source: All rights in the information provided by Institutional Shareholder
Services Inc. and its affiliates (ISS) reside with ISS and/or its licensors. ISS makes
no express or implied warranties of any kind and shall have no liability for any
errors, omissions or interruptions in or in connection with any data provided by ISS.
Fund Index
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Question
Portfolio Manager’s Review continued
How much of the portfolio is made up of
unlisted investments and how do you feel
about these holdings?
Answer
The portfolio’s unlisted positions span a wide range of industries
and collectively account for 13.2% of the overall portfolio. These
holdings represent some of the most interesting companies in the
world. For example, ByteDance, the internet technology company,
remains a major holding in this space and the company continues
to deliver very strong revenue and profit growth through Douyin in
China and TikTok internationally.
However, investing in pre-IPO companies is not without complication
as recent experience with ride hailing company Xiaoju Kuaizhi (Didi
Chuxing) has reminded us. Didi remains under investigation by the
Cyberspace Administration of China (CAC) and is on a path to
delist from US Exchanges. This has led to a significant decline in the
value of its shares post IPO. Even after taking into account the
uncertainty around these factors, I believe Didi’s shares look
oversold given its still dominant market position.
Investing in this space is a key differentiating factor for the Company
and while it takes some time to find the right opportunities, on
balance, it is clear to me that these efforts are worthwhile. We seek to
capitalise on the widest set of investment opportunities in China. The
fact that world leading companies such as ByteDance and DJI
International are still private, illustrates the importance of looking
1:1 Engagement
Lenovo Group
Gender Diversity topics covered:
§ Gender governance
§ Female leadership targets
§ Supporting programs that the company might wish
to consider adopting
The company has done well in promoting diversity
The company was very responsive to our
request to engage and we met with 10
members of staff, covering a number of
areas and of varying seniority.
Other ESG issues covered: Climate change;
Waste management / product end of life
handling; Supply chain management; Cyber
security/data privacy; etc.
Investor Relationship
Representatives,
Directors/Chief
Officers/Senior
Managers of each
ESG function
Fidelity Fixed Income
&
Sustainable Investing
Team
Background & Objectives: Through engagement this consumer electronics company has done extremely well in promoting gender diversity
and featured in Fidelity’s inaugural China Gender Diversity Report (February 2022)
Source: Fidelity International. Third party logos, trademark, copyright and other intellectual property rights are and remain the property of their respective owners
September 2021
December 2021
§ Diversity governance: a Diversity and Inclusion (D&I)
committee has been established, with gender being its top
focus.
§ Target setting: the company is working toward having 27%
women in leadership roles by 2026.
§ Supporting programs adopted:
§ Women’s Leadership and Development
§ Women in Learning and Leadership
Initial conversation
regarding Gender
Diversity
1:1 Engagement
Zhejiang Weixing
Outcomes
§ Meetings have been positive. Fidelity suggested that it further expand the scope of its GHG emissions reporting, and the company
has confirmed it will hire an external consultant this year to assist in this regard.
§ The company has confirmed its intention to link ESG performance to management’s KPIs after setting specific ESG targets or goals.
Fidelity’s Equity & ESG
Analysts
Board secretary
GHG Emission
Its business is carbon light in terms of scope 1 emissions.
Disclosed total GHG emissions and GHG emission
intensity reporting in 2021.
Plans to introduce solar energy.
C
orporate Governance
3 out of 9 directors are independent directors.
Intention to align management’s KPIs with ESG targets.
Water Management
Limited water usage.
Good water recycling system.
§ Engagement background: this new buildings material company is already rated “A” by MSCI, due in large part to its environmental
focus.
§ Fidelity’s engagement goals: to understand its current environmental practices and strategy, as well as discuss other broader social
and governance issues.
Employee Management
Offers training and development program to employees,
(averaging 27.7 training hours per year).
Staff turnover rate is lower than many other building material
companies because most employees begin their careers with
the company as school leavers.
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beyond the listed universe.. Notably, two of the unlisted positions – HR
management software provider Beisen and auto maintenance
platform Tuhu Car – have applied for listings in Hong Kong.
Further details of the Company’s unlisted investments are on pages
20 to 22.
Question
Can you explain your choice of your five
largest holdings?
Answer
Each of my top five holdings are at least 2.5% of the Company’s
asset exposure and comprise 29% in total in the portfolio. Generally,
this is justified by their strong risk/reward characteristics scoring
well on the core framework by factoring in growth, returns,
management and valuations. Below are details of the five holdings.
Tencent HoldingsTencent’s monopolistic position in social
networking in China and the attendant benefits of powerful network
effects are reasons why this is my largest holding. Tencent has
carefully nurtured and enriched the user experience and benefits
from a sizeable user base. As China’s internet user growth slows
down, Tencent’s enviable user base gives it a strong competitive
advantage. The entire internet industry focus has shifted towards
monetisation and Tencent’s position in such an environment remains
favourable given its highly loyal user base and strong ecosystem.
Tencent remains highly competitive in its core business despite the
recent regulatory and macro headwinds. We also expect that the
recent resumption in game approvals will eventually extend to games
published by Tencent. Valuations are now much more compelling
versus both history and peers given the market’s recent correction.
Alibaba Group Holding – Alibaba holds a dominant position in
the e-commerce market. The company has built a comprehensive
ecosystem that has superior breadth and depth and is the
foundation of its loyal merchants and consumers base, which
ultimately supports its pricing power. Furthermore, the company is
nurtured in an environment of continuous innovation, customer focus
and pursuit of excellence which has enabled it to expand beyond
its comfort zone and increase the addressable market.
Weak consumption trends and rising competition in e-commerce
raise downside risk. Nevertheless, the company’s clear refocus and
reprioritisation in its businesses will aid growth. The company’s
China commerce division will be focusing on optimising returns
whereas its cloud and international business will focus on growth.
While we still await regulatory clarity around areas like the Ant
financial business, in general regulatory risks are likely close to or
past peak in my view. Similar to Tencent or even more so, Alibaba’s
valuations are very compelling versus history and peers.
WuXi AppTec – The company is a long-term beneficiary from
increasing pharmaceutical and biotech contract research and
manufacturing (CDMO/CMO) demand globally. China’s CDMO/
CMO business has significant investment potential, supported by a
structural shift from generic to innovative drugs in the country’s
pharmaceutical market. WuXi has established a talent pool with
strong technical skills, which has helped drive a loyal client base. It is
well positioned to deliver solid earnings growth broadly supported
by its WuXi Chemistry business. Looking ahead, there is exciting
potential upside from growing areas such as cell/gene therapy.
Pony.ai – The Toyota backed autonomous vehicle technology
company presents significant growth potential as a market leader
in an emerging new industry that will transform traditional ways of
transportation. The company plans to commercialise autonomous
driving for all sizes of vehicles and to operate on both ridesharing
and delivery service networks.
SenseTime – The company is a leading artificial intelligence (AI”)
technology company specialising in computer vision. The company
has access to a large addressable market backed by strong
algorithm capabilities. It has a leading market position in its four
key business lines and serves a wide range of industries across
commercial space management, urban management,
manufacturing, transportation, automobiles, etc. SenseTime is a
prime example of a research-oriented company and its culture is
deeply rooted in academic excellence. SenseTime was purchased
on 7 June 2018 and had its IPO on 6 December 2021 with an uplift
of 18.5% per annum. However, our shareholding post IPO has been
subject to a 180 day lock-up period.
Question
Does the long-term case for investing in
China remain strong?
Answer
Despite recent challenges and ongoing uncertainty, we remain
positive on the long-term investment opportunities on offer in China.
We believe a lot of the negative news flow is reflected in current
valuations, which look very attractive relative to other markets and
to China’s own history. As discussed above, we are seeing
increased messaging from authorities around measures to support
growth and address challenges such as those posed by the
property market slowdown. Our ongoing analysis highlights that we
should be past the worst of the regulatory headwinds we
experienced during 2021. Adding to this is the likely looser policy
stance which is in direct contrast to what we are seeing across
other major economies - this backdrop supports the case for China
to outperform on a relative basis moving forward.
Finally, investor sentiment towards China has been very weak and
therefore any alleviation of the factors depressing sentiment could
be the catalyst for a share price recovery. The combination of weak
sentiment and low valuations has created a number of
opportunities and we continue to put money to work in areas where
we see long-term value. This is reflected in the increased gearing in
the portfolio which stood at 124% at the time of writing, and is a
relatively high level versus history. I have also increased my
personal holding in the Company to 113,042 shares.
Dale Nicholls
Portfolio Manager
30 May 2022
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Environmental, Social, and Governance (ESG) considerations when investing in China
In China, the focus on ESG reporting is growing rapidly (already an emerging global trend) as the country seeks to “green” its
economy and improve social equality. However, viewed through a western lens some of the policy objectives of the state may sit at
odds with what investors consider to be desirable outcomes.
The Chinese Paradox
There can be little doubt that China has continued to develop state policy with a firm eye on all three constituents of ESG – and
expects its businesses to play a major role in delivering its aims:
Environment: China has set three major carbon milestones for 2025, 2030, and 2060 (by which time the country is aiming for 80%
non-fossil fuel energy consumption, and to achieve carbon neutrality).
However, the targets set out by China, although ambitious, do not align exactly with the Paris Accords working towards a slower
reduction in carbon use in the next few years followed by a more aggressive reduction beyond 2030. It is clear, however, that
combating rising global temperatures will require China’s engagement, and there is little doubt that the targets they have set
themselves will be impactful if achieved.
Social: China has made “Common Prosperity” a central policy objective, with a focus on the rising costs to Chinese households of
education, healthcare and housing and has implemented significant regulatory programs impacting on these sectors.
Many of these changes are well received by outside observers, but the speed with which they were implemented proved disruptive to
many Chinese firms and their investors. China is also often criticised by western commentators for its surveillance practices and
treatment of ethnic minority groups.
Governance: In December 2021, China published a draft revision to the Company Law of China, roughly coinciding with The China
Banking and Insurance Regulatory Commission (CBIRC) publicly rebuking banks and insurance firms which are failing to meet
corporate governance guidelines, including shareholders governance, risk control and board governance. With the onshoring of
companies and the closures of American Depositary Receipts written for Chinese Companies, improvements to Corporate Governance
are sharply in focus.
At the same time the Chinese Communist Party is also strengthening the presence and powers of internal Party organizations located
within Chinese companies to ensure greater oversight and influence over China’s commercial sector, challenging Western views of
corporate autonomy.
While Corporate Governance and disclosure is definitely improving within China, it is based on Chinese, rather than Western, views of
what good governance and best practice look like.
The Challenges for Rating Agencies
Rating agencies use both qualitative and quantitative data to inform their ratings; for instance, a company’s carbon emissions,
cyber-security readiness and instances of questionable social conduct all factor into their overall score. MSCI, Institutional Shareholder
Services (ISS), Sustainalytics and S&P are among the most prominent third-party ESG rating agencies. It should be noted that these
third-party rating agencies use different methodologies to come up with their ratings and therefore a company’s rating can vary
between rating agencies. What’s even more challenging, is that these ratings are also not aligned with the disclosure frameworks
being promoted by institutional investors (i.e. SASB and TCFD).
A Large Universe of Companies Under-Researched by Commercial Rating Agencies
With roughly 1,000 companies in the MSCI China Investible Market Index alone (and more than 4,000 companies listed domestically in
China), there is an abundance of potential investment opportunities. But the size of the investment universe also presents a challenge
in terms of coverage by mainstream commercial agencies – indeed, there tend to be far fewer sell-side analysts covering each stock,
and the information and earnings forecasts that are published often focus solely on the shorter-term. While this lack of coverage
speaks to the challenge of investing in Chinese companies (particularly smaller ones) more broadly, it also translates into less
comprehensive coverage of ESG factors.
Compounding this, ESG data from third-party providers can vary widely. While there is a greater amount of information on governance
and environmental factors, data on social issues, while improving, remains relatively scarce. Even so, because ESG is not a
straightforward topic, a one-size-fits-all approach rarely works – meaning third party data, even when it does exist, is often more
helpful as an input for consideration rather than as a comprehensive measure of a company’s ESG profile. Fidelity International has
developed its own proprietary ratings in response to this and this is set out on page 17.
The Chinese Paradox
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STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Fewer Resources Dedicated to ESG
Many Chinese companies also face challenges when communicating and addressing ESG issues where best market practice is still
developing. Smaller companies will tend to have more limited resources available to assess, disclose and report on ESG and
sustainability issues, compared to their large cap counterparts. When the required disclosures and ESG regulations are rapidly
developing and being enhanced, for all companies irrespective of size, smaller companies may face disproportionate burdens. As a
consequence, smaller companies, particularly those without a large or dedicated team covering sustainability issues, may struggle to
produce supplemental or more in-depth ESG data, and may report fewer disclosures meaning much of the Fidelity China Special
Situations’ portfolio still has limited mainstream ESG coverage.
The EU taxonomy for sustainable activities, a proposed classification aimed at helping to identify sustainable investments, is another
example. While this will have the positive impact of helping to prevent greenwashing and should assist investors in making more
sustainable or ESG-oriented investment decisions, the time and resources required of companies to provide the appropriate data
where the regulations do not apply directly, and the more limited access to policymakers and regulators, may adversely affect
Chinese companies’ positioning under the developing Taxonomy rules. As a result, some Chinese companies may end up having
apparently weaker ESG profiles than are warranted.
The Challenge
Investing in Chinese companies, where disclosure is limited, especially when investing in companies that would benefit from
improvements moving forward, will nearly always result in investing in companies with an average ESG rating or coverage which is
“worse” than the aggregate of a comparable western large cap index, where the mainstream ratings agencies are focused on larger
companies where disclosure is better.
The impact of improvements in governance and reporting of Chinese companies may lead to an improvement in ESG ratings, resulting
in a re-rating of the share prices of those companies to reflect their positive social and environmental impact. At which point the
Manager may choose to replace them with new under-researched companies with poorer disclosure where there is the opportunity to
improve ESG reporting by means of shareholder engagement.
The Opportunity
While these challenges should not be underestimated, due to the information gaps that exist within China they can also present
opportunities to identify unrecognised growth or undervalued companies.
Given the relatively slower adoption of standardised disclosure within China, there is a perception that they have been slower to
adopt ESG metrics relative to their western counterparts. But in reality, many Chinese companies are doing much more when it comes
to sustainability and ESG than meets the eye. And again, we believe these unrecognized or overlooked efforts often create strong
potential for longer-term growth. Fidelity, as an active Manager, with significant breadth and resources, and its own proprietary ESG
rating system, is particularly well-positioned to uncover overlooked opportunities and help companies progress in their ESG journeys.
ESG in the portfolio – the role of the Board
The Board recognises the importance of ESG factors to many Western investors, and believes that a proper consideration of ESG
issues aligns with the investment objective – i.e., to deliver long-term capital growth. The Board firmly believes that it is in shareholders’
best interests that the Company does not invest in companies which wilfully disregard their impact on the environment or the social
consequences of their activities.
In this light, the Board endorses the capabilities and approach of Fidelity to ESG in portfolios and its own investment operations and
finds itself closely aligned to them.
The Board continually reviews how Fidelity International applies ESG factors in the investment process, as set out below. The Fidelity
group of companies also sets out its commitment to responsible investing and provides a copy of its detailed “Responsible Investing”
report at www.fidelity.co.uk/responsible-investing.
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ESG in the Investment Process
Fidelity International (“Fidelity) has embedded Environmental,
Social and Governance (“ESG”) factors in its investment decision
making for a number of years. Fidelity has been a signatory to
the United Nations Principles for Responsible Investment (UNPRI)
since 2012 and submits an annual report detailing how it
incorporates ESG into its investment analysis. As a founding
signatory to the Net Zero Asset Managers Initiative, Fidelity has
committed to halving the carbon footprint of its investment
portfolios by 2030, from a 2020 baseline, starting with equity and
corporate bond holdings; and to reach net zero for holdings by
2050.
ESG integration at Fidelity is carried out at the fundamental
research analyst level within its investment teams, primarily
through the implementation of the Fidelity Proprietary
Sustainability Rating. This rating was established in 2019 and is
designed to generate a forward-looking and holistic assessment
of a company’s ESG risks and opportunities, based on sector
specific key performance indicators across 127 individual and
unique sub-sectors. A breakdown of the ratings of the companies
in the portfolio using MSCI and Fidelity’s own proprietary ratings
is on the next page. In addition, Fidelity’s portfolio managers are
also active in analysing the effects of ESG factors when making
investment decisions. ESG analysis complements financial
analysis to provide a complete view of every company that is
researched and monitored.
Fidelity’s approach to integrating ESG factors into its investment
analysis includes the following activities:
In-depth research
Company engagement
Active ownership
Collaboration within the investment industry
In addition to Fidelity’s Sustainability Ratings, Fidelity has
developed a proprietary Climate Rating, which is an important
part of its plans to reach net zero emissions across its portfolios.
It utilises its fundamental research capabilities to identify climate
related risks, net zero investments and targets for transition
engagement within the Fidelity investment universe. It assesses
which companies are in the best position to transition to net zero,
or have a positive trajectory towards transition. The Climate
Rating is designed to complement the broader Sustainability
Ratings, which score companies across a range of environmental,
social and governance criteria.
Although Fidelity’s analysts have overall responsibility for
analysing the environmental, social and governance performance
of the companies in which it invests, it has a dedicated
Sustainable Investing Team working closely with the investment
teams and is responsible for consolidating Fidelity’s approach to
stewardship, engagement, including thematic engagement, ESG
integration and the exercise of its votes at general meetings.
The Sustainable Investing Team have a key role in assisting the
investment teams with ESG integration which includes:
Implementing Fidelity’s proxy voting guidelines.
Engagement with investee companies on ESG issues, utilising
Fidelity’s corporate access research capabilities and
investment scale to improve corporate behaviour, including
at company meetings.
Working closely with the investment team globally across all
asset classes in integrating ESG into analysis and decision-
making.
Providing internal ESG reporting including analyst reports,
portfolio manager reviews and industry analysis.
Co-ordinating and responding to specific client queries on
ESG topics.
Publishing client reporting on ESG integration and proxy
voting.
Maintaining a thorough understanding of current ESG themes
and trends around the world.
Attending external seminars and conferences focusing on
trending ESG issues and ESG integration.
Providing ESG training to the investment team and across the
business.
During 2021, Fidelity introduced its sustainable investing voting
principles and guidelines. These seek to provide a clear overview
of Fidelity’s voting approach, promote improved corporate
behaviours and reduce risk, include environmental and social
factors, increase clarity of votes to issuers and clients and meet
current market best practices and stewardship expectations.
Examples of the policy include voting against companies not
meeting key criteria on climate change and against management
in developed markets with less than 30% female representation at
board level.
Fidelity’s investment approach involves bottom-up research. As
well as studying financial results, the portfolio managers and
analysts carry out additional qualitative analysis of potential
investments. They examine the business, customers and suppliers
and often visit the companies in person to develop a view of
every company in which Fidelity invests and ESG factors are
embedded in this research process.
Examples of ESG factors that Fidelity’s investment teams may
consider as part of its company and industry analysis include:
Corporate governance (e.g. Board structure, executive
remuneration)
Shareholder rights (e.g. election of directors, capital
amendments)
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STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Changes to regulation (e.g. greenhouse gas emissions
restrictions, governance codes)
Physical threats (e.g. extreme weather, climate change, water
shortages)
Brand and reputational issues (e.g. poor health and safety
record, cyber security breaches)
Supply chain management (e.g. increase in fatalities, lost
time injury rates, labour relations)
Work practices (e.g. observation of health, safety and human
rights provisions and compliance with the provisions of the
Modern Slavery Act)
Fidelity operates analyst training and development programmes
which include modules on ESG themes, topics and strategies and
attendance at external seminars on the trending ESG issues in
the market globally as well as conferences to explore new ways
of integrating ESG into the investment process across all asset
classes.
Fidelity uses a number of external research sources around the
world that provide ESG-themed reports and it subscribes to an
external ESG research provider and rating agency to supplement
its organic analysis. Fidelity receives reports that include
company specific and industry specific research as well as ad
hoc thematic research looking at particular topics. The ESG
ratings are industry specific and are calculated relative to industry
peers and Fidelity uses these ratings in conjunction with its wider
analysis. Fidelity’s sources of ESG research are reviewed on a
regular basis.
The ESG ratings and associated company reports are included
on Fidelity’s centralised research management system. This is an
integrated desktop database, so that each analyst has a
first-hand view of how each company under their coverage is
rated according to ESG factors. In addition, ESG ratings are
included in the analyst research notes which are published
internally and form part of the investment decision. The external
research vendor also provides controversy alerts which include
information on companies within its coverage which have been
identified to have been involved in a high-risk controversy that
may have a material impact on the company’s business or its
reputation.
The charts below show a breakdown of the stocks in the Company’s portfolio using MSCI and Fidelity International’s own ESG ratings.
MSCI ESG ratings
FIL proprietary ESG ratings
0.0%
0.3%
6.7%
14.2%
14.1%
10.9%
0.8%
45.1%
0.1%
5.7%
15.8%
41.8%
17.3%
11.6%
5.3%
2.4%
0%
10%
20%
30%
40%
50%
60%
AAA AA A BBB BB B CCC Not
Rated
Portfolio Index
9.5%
56.4%
23.5%
0.9%
0.0%
9.7%
7.6%
62.5%
17.0%
3.4%
0.7%
8.8%
0%
10%
20%
30%
40%
50%
60%
70%
A B C D E Not yet
Rated
Portfolio Index
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ESG and Sustainable Investing at Fidelity (“FIL)
Fidelity’s core beliefs set it apart
Long term approach to
fundamental analysis
FIL believes that the market can be inefficient at
valuing companies in the long term. The research
process and compensation structure are designed
to promote long term thinking.
Engagement and
Sustainability
FIL believes that the assessment of sustainability is part of
fundamental investing, and its analytical process drives
better returns for clients. Its corporate access enables
genuine engagement with corporates to foster change.
Global coverage,
local expertise
A true understanding of a company requires a
global team of locally-based analysts that can
fully analyse the entire value chain.
Collaboration
FIL’s investment team works together across industries,
geographies and asset classes to leverage each other’s
insights.
Constant evolution
Delivering outstanding results for clients requires FIL to
constantly evolve our research and technology to deliver
excellence.
01
).;$+#(8$,*
!"##$"%&$!"##$"%&$
Sustainability
Ratings
Proprietary sustainability rating
constructed by fundamental
research analysts
Investment
Management
Integration across
asset classes
backed by
dedicated and
globally distributed
specialists
Active Stewardship
FIL engages with companies to improve its
sustainable footprint and create societal value
Sustainable
Solutions
Deliver solutions to FIL’s
clients in order to achieve
their sustainability
Corporate
Sustainability
Improving FIL’s own
sustainability
footprint
Fidelity’s Sustainable Investing Approach
02
Engagement
Using FIL’s corporate access, research capabilities and investment scale to improve corporate behaviour
FIL’s fundamental research process allows it to identify material climate-related
risks and opportunities
FIL’s access to senior management gives it the opportunity to
engage directly with decision-makers
FIL engages over the long term and target meaningful carbon emission
reduction and net zero characteristics, which it expects to lead
to improved financial and non-financial outcomes
Company
management
Research analyst
Sustainable investing analyst
Portfolio manager
Engagements targeting
highest emitters and
climate laggards for
emissions reduction targets
and net zero strategies
03
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Fidelity has developed an approach to sustainable investing that is built on
integrated ESG analysis, engagement and collaboration. It believes that each
of these elements complements each other and increases the likelihood of
success and enhances the returns for the Companys shareholders.
Components of Fidelity’s Net Zero Investment Strategy
Moving towards cleaner portfolios
Climate-focused investment process*
Governance
Targets and objectives
Asset allocation
Asset class alignment
Stewardship
Client requirements
Return objectives
Risk appetite
Organisation-specific restrictions
Alignment with environmental values
Proprietary quantitative & qualitative analysis
ESG ratings v2
Net zero issuer assessments (Climate Rating)
Engagement
Voting policy
Industry/government collaboration
Source: Fidelity International. * Aligned with IIGCC
04
Achieving or enabling
net zero
Issuers already have current
emissions intensity
performance at, or close to,
net zero emissions or issuers
are critical enablers to the
transition to net zero through
the products they provide
Aligning to a net zero
path
Issuers have committed to
robust targets in line with a
net zero emissions trajectory
with an appropriate
governance and investment
plan to achieve that goal
High transition
potential to net zero
Issuers have demonstrated
a commitment towards
achieving net zero and are
proposing or implementing
credible plans to achieve
this goal
Low transition potential
to net zero
Issuers demonstrate some
level of climate awareness
but fall short of credible
commitments to achieve
carbon reduction objectives
No evidence of
transition potential to
net zero
Issuers show no indication or
willingness to align emissions
and business model to a
global net zero world
Eligible to a Net Zero
portfolio
Eligible to a Net Zero
portfolio
Continued investment and
engagement/voting
Continued investment and
engagement/voting
No additional purchases
and ultimately divestment
Climate assessment scale
Integration of the assessment within Fidelity’s broader climate change strategy
06
Companies are rated across three core areas, each with underlying factors
Net zero ambitions
Current emissions
Emissions target credibility
Emissions targets
Sector-specific criteria
Climate governance
Climate lobbying Accounts & audit
Transitioning business
models
Capital allocation
Climate solutions
05
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The Company can invest up to 15% of its Net Assets plus
Borrowings in unlisted securities which carry on business, or have
significant interests, in China. The limit is applied at the time of
purchase.
The Directors believe that the ability to invest in unlisted securities
is a differentiating factor for the Company and will continue to be
a source of additional investment performance.
During the year, two unlisted investments (SenseTime and Full
Truck Alliance) achieved a listing through an IPO. These are
shown below. The annualised rate of return for SenseTime was
18.5% (71.3% from date of purchase to IPO). Full Truck Alliance
was not held for a full year in the Company’s portfolio and the
return from date of purchase to IPO was 71.2%.
Also during the year, a further three new investments (Beisen,
Tuhu Car and Cutia Therapeutics) were made in unlisted
securities.
At the year end, the Company had ten unlisted investments
valued at £194,650,000 being 13.2% of its Net Assets plus
Borrowing.
The valuation of each unlisted investment is set by the AIFM’s Fair
Value Committee (“FVC”) and advised upon by third party
valuers, Kroll. During the year, the Board receives regular updates
from the FVC, enabling the Board to have confidence in Fidelity’s
process of valuation and allowing valuations to be updated when
new information becomes available. Each year, just before the
year end, the Company’s Audit and Risk Committee has a
detailed presentation from the FVC and Kroll, with the external
Auditor present, to satisfy itself that the investments are carried at
a suitable value as at the balance sheet date.
The work done by the Audit and Risk Committee on the unlisted
investments is set out in its report on page 55.
The basis of valuation is set out in Notes 2 (e) and (l) of the
Accounting Policies on pages 69 to 72.
Set out below are descriptions of the two previously unlisted
investments which became listed during the year. Details of the
unlisted investments held as at 31 March 2022, are set out on the
next two pages.
Unlisted Investments
SenseTime
(Purchased: June 2018) (listed in December 2021 but subject to 180 day lock-up period)
SenseTime is an artificial intelligence company which focuses on computer vision and deep-
learning technologies. Founded in 2014 it is best known for its image recognition work, but it also
develops autonomous driving technology. The company listed in December 2021.
Full Truck Alliance
(Purchased: November 2020)
Full Truck Alliance has built a dominant position in China’s vast and fragmented full truckload
market by taking on the role of an aggregator, an information provider and a referee through its
marketplace platform. Its apps (branded as Yunmanman and Huochebang) are used by 80-90%
of truckers in China and enable users to maximise efficiency. The company listed in June 2021.
Unlisted companies which reached IPO in the reporting year.
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Xiaoju Kuaizhi (Didi Chuxing)
(Purchased: August 2015)
Xiaoju Kuaizhi, popularly known as ‘Didi Chuxing’ is a major Chinese ride-sharing, artificial intelligence
and autonomous technology conglomerate, providing transportation services to more than 550 million
users in around 400 cities. It provides services including taxi hailing, private car hailing, bike and e-bike
sharing and food delivery to users in China via a smartphone application.
On 30 June 2021, Didi’s American Depositary Shares (ADS) listed on the New York Stock Exchange. The
preference shares held by the Company remained unlisted as at 31 March 2022.
Subsequent to the year ended 31 March 2022, the preference shares held in the company were
converted to American Depositary Shares (ADS). See Note 22 on page 94 for further details.
DJI International
(Purchased: May 2018)
DJI International’s platforms empower talented creators to capture images that were once out of
reach. Its flying and camera stabilisation systems redefine camera placement and motion through
an unparalleled commitment to R&D, a culture of constant innovation and curiosity, and a focus
on transforming complex technology into easy-to-use devices. Building on the ethos of “form
follows function”, today DJI’s drone related products are redefining industries (such as filmmaking,
agriculture, conservation, search and rescue, energy infrastructure) by combining advanced
technology with dynamic designs.
ByteDance
(Purchased: November 2018)
ByteDance is a leading internet entertainment and social media company with hundreds of
millions of users in China. Despite the threat of Baidu, Alibaba and Tencent, ByteDance is one of
the few contenders able to capture significant time-spent and advertisement revenue in China.
Among its best-known products are TikTok, Toutiao, BuzzVideo and Vigo Video. With products
available in over 150 markets, the company has offices in 126 cities and has more than 60,000
employees and 15 research and development centres around the globe.
Pony.ai
(Purchased: March 2020)
Pony.ai aims to deliver autonomous mobility everywhere by building safe and reliable
autonomous driving technology. It has pioneered autonomous vehicle technology, launching and
offering a public-facing robotaxi service in California and China. The outbreak of COVID-19 saw
the company respond by launching a self-driving delivery service in Irvine, California, shipping
packages and groceries during lockdown. An electric robotaxi fleet was repurposed as an
autonomous delivery service for purchases made on the Los Angeles-based e-commerce
platform Yamibuy.
Venturous Holdings
(Purchased: December 2020)
Venturous Holdings’ mission is to make cities smart – more liveable, sustainable and productive,
contributing to the buildout of an All-Digital Urban Economy in China. Venturous’ focus is the four
‘must-have’ areas of Smart Energy, Smart Buildings, Smart Computing and Smart City
Management. It also provides strategic advice to CEOs and their management teams, which
covers corporate architecture designs, strategies, market expansions, capital plans, business
model expansions, partnerships and ecosystems.
Unlisted investments held in the Company’s portfolio as at 31 March 2022
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Beisen
(Purchased April 2021)
Beisen is a cloud-based recruitment and HR company. Its talent platform provides corporate
clients with wide-ranging human resource services including talent assessment, recruitment,
performance management and staff feedback. The company is a beneficiary as firms are
speeding up investment in cloud and AI services for human resources management and growing
demand for digital transformation.
Tuhu Car
(Purchased June 2021)
Tuhu provides car repair and maintenance services and has become a key player in China’s
highly fragmented automotive aftermarket sector. The company, founded in Shanghai ten years
ago, runs an asset-light business model, but tightly controls the operation of its franchisees. Its
online platform allows car owners to purchase services and parts that can be installed at
physical stores. It collaborates with more than 13,000 partner centres across China.
Cutia Therapeutics
(Purchased September 2021)
Cutia Therapeutics is an emerging leader in the dermatology and medical aesthetics space in
China, an area of great growth potential due to rising awareness of beauty management and the
improved purchasing power of Chinese residents. The company has a strong pipeline of products
as well as a robust business development plan and a growing base of patients/clients. It is
among the few market players to offer both aspects of beauty management (i.e. dermatological
treatments for conditions such as alopecia and injectables such as Botox), giving it a strong
competitive advantage.
Unlisted Investments continued
Chime Biologics
(Purchased: March 2021)
Chime Biologics is a biologics Contract Development and Manufacturing Organization (CDMO)
company. The company used to be part of JHL Biotech, which was founded by a group of
industry veterans. It supports its clients from early-stage biopharmaceutical development through
late-stage clinical and commercial manufacturing, catering to the needs of the biopharmaceutical
industry.
Shanghai Yiguo, purchased in December 2016 as an unlisted company in the portfolio, has not performed as expected. It is in
liquidation and valued at nil.
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STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Spotlight on the Top 10 Holdings
as at 31 March 2022
Based on Asset Exposure expressed as a percentage of Net Assets. Asset Exposure comprises
the value of direct equity investments plus market exposure to derivative instruments.
Tencent Holdings
% of Net Assets
11.2%
Tencent Holdings is a world-leading internet and technology company that develops innovative
products and services to improve the quality of life of people around the world. Its business spans
social network, music, web portals, e-commerce, mobile games, internet services, payment systems,
smartphones, and multiplayer online games, which are all among the world’s biggest and most
successful in their respective categories. In 2021, the company launched its Carbon Neutrality initiative,
becoming one of the first internet companies in China to publish a carbon neutrality plan.
Industry Communication Services
Alibaba Group Holding
% of Net Assets
8.8%
Alibaba Group Holding enables businesses to transform the way they market, sell and operate and
improve their efficiencies by providing the technology infrastructure and marketing reach. Ant Group,
an unconsolidated related party, provides digital payment services and digital financial services to
consumers and merchants on its platforms. An ecosystem has developed around its platforms and
businesses that consists of consumers, merchants, brands, retailers, third-party service providers,
strategic alliance partners and other businesses. At the end of 2021, the Alibaba Ecosystem had
979 million consumers in China and 301 million consumers outside of China.
Industry Consumer Discretionary
Wuxi AppTec
% of Net Assets
3.5%
WuXi AppTec provides a broad portfolio of Research & Development (R&D) and manufacturing
services that enable global pharmaceutical and healthcare industries to advance discoveries and
deliver ground-breaking treatments to patients. Its end-to-end services include chemistry drug
CRDMO (Contract Research, Development and Manufacturing Organization), biology discovery,
preclinical testing and clinical research services, cell and gene therapies CTDMO (Contract
Testing, Development and Manufacturing Organization). It received an AA ESG rating from
the MSCI in 2021.
Industry Healthcare
Pony.ai (unlisted)
% of Net Assets
2.9%
Pony.ai aims to deliver autonomous mobility everywhere by building safe and reliable
autonomous driving technology. It has pioneered autonomous vehicle technology, launching and
offering a public-facing robotaxi service in California and China. The outbreak of COVID-19 saw
the company respond by launching a self-driving delivery service in Irvine, California, shipping
packages and groceries during lockdown. An electric robotaxi fleet was repurposed as an
autonomous delivery service for purchases made on the Los Angeles-based e-commerce platform
Yamibuy.
Industry Consumer Discretionary
SenseTime
% of Net Assets
2.6%
SenseTime is a leading artificial intelligence (AI) software company focused on creating a better
AI-empowered future through innovation. Upholding a vision of advancing the interconnection of
physical and digital worlds with AI, driving sustainable productivity growth and seamless
interactive experiences, SenseTime is committed to advancing AI research, developing scalable
and affordable AI software platforms that benefit businesses, people and society, as well as
attract and nurture top talents to shape its future.
Industry Information Technology
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Noah Holdings
% of Net Assets
2.2%
Noah Holdings is a leading and pioneer wealth management service provider in China offering
comprehensive one-stop advisory services on global investment and asset allocation primarily for
high net worth investors. In the full year 2021, Noah distributed RMB97.2 billion (US$15.3 billion) of
investment products. Through Gopher Asset Management, Noah had assets under management
of RMB156.0 billion (US$24.5 billion) as of 31 December, 2021.
Industry Financials
Crystal International Group
% of Net Assets
2.2%
Crystal International Group is a clothing manufacturer and has around 20 self-operating
manufacturing facilities spanning across five countries. It delivers over 470 million pieces of
apparel a year to the best-in-class apparel brands in the world, offering the right product at the
right time at the right cost. Its corporate culture of caring for customers, colleagues, society and
the global environment are its priorities and takes a holistic approach to sustainability using the
five pillars of Environment, Innovation, Product Integrity, Employee Care, and Community
Engagement.
Industry Consumer Discretionary
China Pacific Insurance Group
% of Net Assets
2.0%
China Pacific Insurance is a leading comprehensive insurance group in China, covering licences
of property and casualty insurance, life insurance, health insurance, agricultural insurance,
pension insurance and asset management. It provides a broad range of risk solutions to about
115 million customers via its worldwide agents.
Industry Financials
Venturous Holdings (unlisted)
% of Net Assets
2.0%
Venturous Holdings mission is to make cities smart – more liveable, sustainable and productive,
contributing to the buildout of an All-Digital Urban Economy in China. Venturous’ focus is the four
‘must-have’ areas of Smart Energy, Smart Buildings, Smart Computing and Smart City
Management. It also provides strategic advice to CEOs and their management teams, which
covers corporate architecture designs, strategies, market expansions, capital plans, business
model expansions, partnerships and ecosystems.
Industry Financials
DJI International (unlisted)
% of Net Assets
2.3%
DJI International’s platforms empower talented creators to capture images that were once out of
reach. Its flying and camera stabilisation systems redefine camera placement and motion through
an unparalleled commitment to R&D, a culture of constant innovation and curiosity, and a focus
on transforming complex technology into easy-to-use devices. Building on the ethos of “form
follows function”, today DJI’s drone related products are redefining industries (such as filmmaking,
agriculture, conservation, search and rescue, energy infrastructure) by combining advanced
technology with dynamic designs.
Industry Information Technology
Spotlight on the Top 10 Holdings continued
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Fidelity China Special Situations PLC
STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
The Asset Exposures shown below measure the exposure of the Company’s portfolio to market price movements in the shares, equity
linked notes and convertible bonds owned or in the shares underlying the derivative instruments. The Fair Value is the value the
portfolio could be sold for and is the value shown on the Balance Sheet. Where a contract for difference (“CFD) is held, the fair value
reflects the profit or loss on the contract since it was opened and is based on how much the share price of the underlying shares has
moved.
Asset Exposure Fair Value
£’000 %
1
£’000
Long Exposures – shares unless otherwise stated
Tencent Holdings (shares and long CFDs)
Internet, mobile and telecommunications service provider 156,805 11.2 81,825
Alibaba Group Holding (shares, long CFDs and call option)
e-commerce group 122,646 8.8 37,024
WuXi AppTec (long CFDs)
Pharmaceutical, biopharmaceutical and medical device outsourcing provider 48,403 3.5 1,070
Pony.ai (unlisted)
Developer of artificial intelligence and autonomous driving technology solutions 41,134 2.9 41,134
SenseTime
Artificial intelligence software company 36,700 2.6 36,700
DJI International (unlisted)
Manufacturer of drones 32,363 2.3 32,363
Noah Holdings
Asset managers 30,975 2.2 30,975
Crystal International Group
Clothing manufacturer 30,482 2.2 30,482
China Pacific Insurance Group (long CFDs)
Insurance company 28,671 2.0 (1,659)
Venturous Holdings (unlisted)
Investment company 27,831 2.0 27,831
China Life Insurance (long CFDs and call option)
Insurance company 27,290 1.9 (72)
Chime Biologics Convertible Bond (unlisted)
Contract Development and Manufacturing Organization (CDMO) 27,081 1.9 27,081
SKSHU Paint Company
Paint manufacturing company 26,514 1.9 26,514
ByteDance (unlisted)
Technology company 25,773 1.8 25,773
Lufax Holding
Technology empowered personal financial services platform 25,537 1.8 25,537
Postal Savings Bank of China
Commercial retail bank 25,261 1.8 25,261
Tongdao Liepin Group
Provider of technology and data driven intellectual talent services platform 23,463 1.7 23,463
VNET Group (shares and call option)
Internet and data center service provider 22,877 1.6 22,477
HollySys Automation Technologies
Provider of automation control system solutions 22,759 1.6 22,759
Trip.com Group (long CFD and call option)
Travel services provider 21,915 1.6 3,501
Forty Largest Holdings
as at 31 March 2022
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Asset Exposure Fair Value
£’000 %
1
£’000
RS Technologies
Silicon wafer manufacturer 21,571 1.6 21,571
Hutchison China MediTech
Pharmaceutical and healthcare group 21,493 1.5 21,493
Yonggao (shares and equity linked notes)
Manufacturer of plastic valves and fittings 21,454 1.5 21,454
China Lesso Group Holdings (long CFD)
Manufacturer of building materials and interior decoration products 20,767 1.5 (5,585)
China Foods
Processor and distributor of food and beverages 20,478 1.5 20,478
NetEase (long CFDs)
Internet technology company providing online services 19,930 1.4 (45)
Hangzhou Honghua Digital Technology (shares and equity linked notes)
Developer and distributor of digital printing equipment 19,624 1.4 19,624
Sinotrans (shares and long CFDs)
Logistics, storage and terminal services provider 19,506 1.4 10,226
Hisense Home Appliances Group
Manufacturer and distributor of household appliances 18,037 1.3 18,037
COSCO SHIPPING Energy Transportation (long CFD)
Oil tanker shipping company 17,402 1.2 (729)
Luk Fook Holdings International (long CFD)
Jewellery company 17,359 1.2 73
China International Capital (long CFD)
Investment bank 17,090 1.2 489
Asia Cuanon Technology (shares and equity linked notes)
Development, manufacturing and sales of decorated insulation products 16,750 1.2 16,750
Zhejiang Dahua Technology
Provider of video surveillance products and services 16,321 1.2 16,321
China Merchants Energy Shipping Company
Shipping company 16,233 1.2 16,233
Lenovo Group (long CFD)
Multinational technology company 16,035 1.2 19
Autohome
Online portal for automobile buyers 15,340 1.1 15,340
Shenzhen Yuto Packaging Technology
High-end brand packaging solutions provider 15,326 1.1 15,326
Galaxy Entertainment Group (long CFD)
Developer and operator of integrated entertainment and resort facilities 14,734 1.1 1,223
Precision Tsugami (China)
High precision machine tool manufacturer 14,596 1.1 14,596
Forty largest long exposures (2021: 80.0%) 1,164,526 83.2 742,933
Other long exposures (2021: 51.7%) 771,931 55.1 628,837
Total long exposures before hedges (156 companies) 1,936,457 138.3 1,371,770
Forty Largest Holdings continued
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Fidelity China Special Situations PLC
STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Asset Exposure Fair Value
£’000 %
1
£’000
Less: hedging exposures
Hang Seng Index (future) (119,825) (8.5) (701)
Hang Seng China Enterprises Index (future) (56,921) (4.1) (1,690)
iShares China Large-Cap ETF (put option) (12,395) (0.9) 1,528
Total hedging exposures (189,141) (13.5) (863)
Total long exposures after the netting of hedges 1,747,316 124.8 1,370,907
Short exposures
Short CFDs (2 holdings) 14,149 1.0 (80)
Put options (3 holdings) 4,096 0.3 1,128
Total short exposures 18,245 1.3 1,048
Gross Asset Exposure
2
1,765,561 126.1
Portfolio Fair Value
3
1,371,955
Net current assets (excluding derivative instruments) 28,666
Net Assets 1,400,621
1 Asset Exposure expressed as a percentage of Net Assets.
2 Gross Asset Exposure comprises market exposure to investments of £1,365,485,000 plus market exposure to derivative instruments of £400,076,000.
3 Portfolio Fair Value comprises investments of £1,365,485,000 plus derivative assets of £23,994,000 less derivative liabilities of £17,524,000.
A full list of the Company’s holdings at 31 March 2022 will be available on the Company’s pages of the Manager’s website at
www.fidelity.co.uk/china from the day of the AGM on 20 July 2022.
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Distribution of the Portfolio
as at 31 March 2022
Sector
% of Net
Assets
%
1
Benchmark
Index
£’000
Consumer Discretionary 34.0 28.1
Communication Services 21.0 17.6
Information Technology 19.4 6.2
Industrials 18.4 5.8
Financials 15.8 17.1
Healthcare 12.9 6.2
Materials 8.2 3.9
Consumer Staples 3.4 5.6
Energy 3.1 2.4
Utilities 1.8 2.7
Real Estate 1.6 4.4
Total excluding hedging 139.6 100.0
Hedging (13.5)
Total including hedging 126.1 100.0
Share Type
Listed in Hong Kong 37.5 45.3
China “A” Shares 23.9 16.8
Listed in US 19.8 9.4
China “H” Shares 18.3 22.8
Unlisted 13.9
Red Chips 5.6 5.4
Listed in Japan 2.4
Listed in United Kingdom 1.6
Listed in Singapore 1.1
Listed in Taiwan 0.9
Listed in Germany 0.8 0.3
China “B” Shares 0.3
Total 126.1 100.0
Size of Company (Market Cap)
Large – above £5bn 41.7 87.5
Medium – between £1bn – £5bn 34.9 12.4
Small – below £1bn 35.6 0.1
Unlisted 13.9
Total 126.1 100.0
1 Asset Exposure expressed as a percentage of Net Assets.
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STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Analysis of NAV total return for the year ended 31 March 2022 %
Impact of:
MSCI China Index (in Hong Kong dollar terms) -32.1
Stock Selection (in Hong Kong dollar terms) +6.6
Gearing (in Hong Kong dollar terms) -10.9
Currency translation into sterling +2.1
Share Repurchases +0.3
Other Costs -1.0
Cash +0.1
NAV total return for the year ended 31 March 2022 -34.9
Ten Highest Contributors to NAV total return %
Xtep International +1.1
CIMC Enric +0.8
SenseTime +0.8
Pony.ai (unlisted) +0.6
Titan Wind Energy Suzhou +0.5
ByteDance (unlisted) +0.5
Li Ning +0.5
DJI International (unlisted) +0.4
Chailease Holding +0.4
HollySys Automation Technologies +0.3
Ten Highest Detractors to NAV total return %
Alibaba Group Holding -5.4
Tencent Holdings -4.2
VNET Group -2.7
Kuaishou Technology -1.4
iClick Interactive Asia Group -1.3
Noah Holdings -1.1
Asia Cuanon Technology -1.0
Baozun -0.9
Autohome -0.9
Vipshop Holdings -0.8
Note: Derivative positions are included in the above investment positions.
Source: Fidelity International.
Attribution Analysis
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For the year ended 31 March 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013
Investment Performance
Net Asset Value per Share total
return (%)
1
-34.9 +81.9 -5.9 -5.3 +22.2 +38.8 +0.0 +45.3 +19.5 +15.7
Share Price total return (%)
1
-39.2 +97.2 -6.5 -0.3 +23.6 +45.8 -4.5 +39.9 +14.1 +15.0
MSCI China Index total return
(in UK sterling terms) (%) -29.3 +29.1 -1.0 +0.9 +23.8 +37.6 -16.2 +39.3 -6.9 +12.2
Assets
Gross Asset Exposure (£m) 1,765.6 2,754.9 1,594.2 1,767.1 1,806.6 1,586.9 1,155.3 1,189.1 806.6 774.2
Net Assets (£m) 1,400.6 2,183.0 1,273.0 1,401.6 1,502.9 1,243.8 908.5 944.1 656.2 634.2
Gross Gearing (%)
1
26.1 26.2 25.2 26.1 20.2 27.6 27.2 25.9 22.9 22.1
Net Gearing (%)
1
23.5 18.4 23.2 20.9 14.2 22.4 27.2 21.1 18.9 18.6
Net Asset Value per Share (pence)
1
272.52 423.50 236.27 255.03 272.55 225.36 164.18 165.27 114.84 97.09
Share Price data at year end
Share Price (pence) 252.00 419.00 216.00 235.00 239.00 195.70 136.00 143.60 103.80 92.00
Discount (%)
1
7.5 1.1 8.6 7.9 12.3 13.2 17.2 13.1 9.6 5.2
Earnings and Dividends paid
Revenue Earnings per Share (pence)
1
6.42 4.70 4.51 4.06 3.80 2.92 2.07 1.41 1.18 1.25
Capital (Loss)/Earnings per Share
(pence)
1
(152.81) 186.11 (19.67) (18.21) 45.86 60.01 (2.24) 50.17 16.39 11.76
Total (Loss)/Earnings per Share (pence)
1
(146.39) 190.81 (15.16) (14.15) 49.66 62.93 (0.17) 51.58 17.57 13.01
Dividend per Share (pence) 5.50 4.68 4.25 3.85 3.50 2.50 1.80 1.30 1.15 1.00
Ongoing Charges
Ongoing Charges (excluding variable
element of the management fee) (%)
1
0.94 0.97 0.99 1.02 1.11 1.16 1.20 1.29 1.45 1.80
Variable Management Fee 0.20 0.12 (0.20) (0.09) 0.00 n/a n/a n/a n/a n/a
Ongoing Charges (including variable
management fee)
1
1.14 1.09 0.79 0.93 1.11 1.16 1.20 1.29 1.45 1.80
1 Alternative Performance Measures.
Sources: Fidelity International and Datastream.
Past performance is not a guide to future returns.
Ten Year Record
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STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Strategic Report
The Directors have pleasure in presenting the Strategic Report of
the Company. The Chairman’s Statement and Portfolio Manager’s
Review on pages 2 to 13 form part of the Strategic Report.
Business and Status
The Company carries on business as an investment company and
has been accepted as an approved investment trust by HM
Revenue & Customs under Sections 1158 and 1159 of the
Corporation Tax Act 2010, subject to the Company continuing to
meet eligibility conditions. The Directors are of the opinion that
the Company has conducted its affairs in a manner which will
satisfy the conditions for continued approval.
The Company is registered as an investment company under
Section 833 of the Companies Act 2006 and its ordinary shares
are listed and traded on the London Stock Exchange. It is not a
close company and it has no employees.
Purpose
The purpose of the Company is to offer investors who are
building a diversified portfolio a direct exposure to China,
recognising the size and growing importance of the country within
the world economy and its weighting within global stock market
indices.
Investment Objective
The Company’s investment objective is to achieve long-term
capital growth from an actively managed portfolio made up
primarily of securities issued by companies in China, both listed
and unlisted, as well as Chinese companies listed elsewhere. The
Company may also invest in companies with significant interests
in China.
Strategy
In order to achieve the investment objective, the Company
operates as an investment company which has an actively
managed portfolio of investments. As an investment company, it
is able to gear the portfolio and the Board takes the view that
long-term returns for shareholders can be enhanced by the use
of gearing.
As part of the strategy, the Board has delegated the
management of the portfolio and certain other services to the
Manager (FIL Investment Services (UK) Limited). The Manager
delegates the investment management to FIL Investment
Management (Hong Kong) Limited and the company secretariat
function to FIL Investments International. The Portfolio Manager
aims to achieve a total return on the Company’s Net Assets over
the long-term in excess of the equivalent return on the MSCI
China Index (the Benchmark Index), as expressed in UK sterling.
The stock selection approach adopted by the Portfolio Manager
is considered to be well suited to achieving the objective. The
Board recognises that investing in equities is a long-term process
and that the Company’s returns will vary from year to year.
The Company’s current investment objective was adopted by
shareholders at the AGM on 20 July 2021. The Company’s
strategy and principal activity have remained unchanged
throughout the year ended 31 March 2022.
Investment Management Philosophy, Style and Process
The Portfolio Manager makes full use of Fidelity International’s
extensive investment research presence and investment licenses
in China. He focuses on undervalued companies which have
good long-term growth prospects and which have been
underestimated by the wider market. Company visits and
management meetings comprise an important part of the
investment process. He has a bias to small and medium-sized
companies, where lower levels of research by competitors leads
to greater opportunities for mispricing – but he is not constrained
and may invest in large or mega cap companies such as State
Owned Enterprises where mispricing appears.
The Portfolio Manager may invest in companies listed in China
and Chinese companies listed elsewhere. He may also invest in
companies with significant interests in China. The Company is
also able to invest up to 15% of the portfolio in unlisted
companies with a view to their Initial Public Offering, thereby
providing investors in the Company with some of the broadest
access to investment opportunities in China.
Investment Policy
The Company invests in a diversified portfolio consisting primarily
of securities issued by companies in China, both listed and
unlisted, as well as Chinese companies listed elsewhere. The
Company may also obtain exposure to other listed companies
which have significant interests in China.
The Company may invest through equities, index linked, equity
linked and other debt securities, cash deposits, money market
instruments, foreign currency exchange transactions, equity
related securities, forward transactions and other interests
including derivative instruments. Forward transactions and
derivatives, including futures, options and contracts for difference,
may be used to enhance portfolio performance as well as for
efficient portfolio management and hedging. The Company’s
interest in any single investment will not, on acquisition, exceed
15% of Net Assets plus Borrowings.
The Investment Manager is not required to ensure that the
Company’s cash resources are fully invested at all times.
Accordingly, there may be times when the Company holds cash
or money market instruments pending investment.
The Company may invest in China “A” Shares both directly
through the Investment Manager’s Qualified Foreign Institutional
Investor (“QFII”) license and indirectly through third parties who
have a QFII facility.
Unlisted Investments
At the AGM on 20 July 2021, the Board was granted shareholder
approval for the Company to invest up to 15% of Net Assets plus
Borrowings in unlisted securities which carry on business, or have
significant interests, in China. Previously this limit was 10% of Net
Assets plus Borrowings.
As at 31 March 2022, the Company held ten (2021: nine) unlisted
investments with a fair value of £194,650,000 (2021:
£166,464,000) representing 13.2% (2021: 7.4%) of Net Assets plus
Borrowings.
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Derivative Instruments
The Company may use derivative instruments for efficient portfolio
management, gearing and hedging purposes. They may also be
used to achieve the investment objective (i.e. to enhance portfolio
performance).
The Board has adopted a policy that the Gross Asset Exposure of
short positions held by the Company will not in aggregate
exceed 15% of Net Assets plus Borrowings.
As at 31 March 2022, the Company’s exposure to short derivative
instruments represented 14.0% (2021: 13.0%) of Net Assets plus
Borrowings.
It is the Board’s policy that total exposure to any single
counterparty from all activities, including, but not limited to, the
management of cash and the use of derivatives should not
exceed 15% of Net Assets plus Borrowings. Derivative exposures
are included after the netting off of off-setting positions and
allowing for any collateral placed by the counterparty with the
Company.
As at 31 March 2022, the Company’s largest exposure to any
single counterparty from all derivative activities was 1.0% (2021:
0.5%) of Net Assets plus Borrowings.
Investment in Other Listed Investment Companies
The Company may invest no more than 10%, in aggregate, of its
Net Assets plus Borrowings at the time of acquisition in other
listed investment companies (including listed investment trusts),
but this restriction will not apply to investments in investment
companies or investment trusts which themselves have stated
investment policies to invest no more than 15% of their Net Assets
plus Borrowings in other listed investment companies (including
listed investment trusts).
As at 31 March 2022, the Company held no investments in other
listed investment companies (2021: nil).
Borrowing and Gearing Policy
The Board considers that long-term capital growth can be
enhanced by the judicious use of borrowing. The Board is
responsible for the Company’s gearing strategy with day-to-day
decisions being made by the Investment Manager within the
remit set by the Board in line with the Company’s Prospectus.
The Company may borrow up to 25% of Net Assets and the Gross
Asset Exposure of the Company, whether from borrowing or the
use of derivatives, may not exceed the Net Assets of the
Company by more than 30%. The Portfolio Manager is
responsible for operating within these limits.
During the year, the Gross Asset Exposure of the Company did
not exceed the Net Assets of the Company by more than 30%. As
at 31 March 2022, Gross Asset Exposure in excess of Net Assets
was 26.1% (2021: 26.2%).
Foreign Exchange Hedging Policy
The Company’s Financial Statements are denominated in UK
sterling, while investments are made and realised in currencies
other than UK sterling, including Chinese renminbi, Hong Kong
dollars and US dollars. It is the Company’s policy not to hedge
the underlying currencies of the holdings in the portfolio but
rather to take the currency risk into consideration when making
investment decisions.
Performance
The Company’s performance for the year ended 31 March 2022,
including a summary of the year’s activities, and details on trends
and factors that may impact future performance, are included in
the Chairman’s Statement and the Portfolio Manager’s Review on
pages 2 to 13. The Forty Largest Holdings, the Distribution of the
Portfolio, the Attribution Analysis and the Ten Year Record are on
pages 25 to 30.
Results and Dividends
The Company’s results for the year ended 31 March 2022 are set
out in the Income Statement on page 65. The revenue earnings
per share was 6.42 pence and the capital loss was 152.81
pence, giving a total loss of 146.39 pence per ordinary share.
Under Section 1159 of the Corporation Tax Act 2010, the
Company is not able to retain more than 15% of its net income in
any reporting year to qualify as an investment company. The
Directors recommend that a final dividend of 5.50 pence (2021:
4.68 pence) per ordinary share be paid on 27 July 2022 to
shareholders who appear on the register as at close of business
on 17 June 2022 (ex-dividend date 16 June 2022).
Key Performance Indicators
The Board’s intention is for the NAV and share price to
outperform the Benchmark Index over the longer-term and that
the discount should be maintained in single digits in normal
market conditions. It regularly considers the costs of running the
Company with the aim of keeping the Ongoing Charge as low as
possible. The Board deems these to be the Company’s key
performance indicators (“KPIs”) and they are also comparable to
those reported by other investment companies. The Company’s
KPIs for the current and prior year are set out in the table below.
Year ended
31 March
2022
%
Year ended
31 March
2021
%
Net Asset Value per Share total
return
1
-34.9 +81.9
Share Price total return
1
-39.2 +97.2
MSCI China Index total return -29.3 +29.1
Discount to Net Asset Value 7.5 1.1
Ongoing Charges
1
0.94 0.97
1 Alternative Performance Measures. See pages 95 and 96.
The Board also monitors the factors contributing to investment
results, as set out in the NAV Attribution Analysis table on
page 29. Long-term performance is also monitored and is set out
in the Ten Year Record on page 30.
Strategic Report continued
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STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Principal Risks and Uncertainties and Risk Management
As required by provisions 28 and 29 of the 2018 UK Corporate Governance Code, the Board has a robust ongoing process for
identifying, evaluating and managing the principal risks and uncertainties faced by the Company, including those that could threaten
its business model, future performance, solvency or liquidity. The Board, with the assistance of the Alternative Investment Fund
Manager (FIL Investment Services (UK) Limited/the “Manager”), has developed a risk matrix which, as part of the risk management
and internal controls process, identifies the key existing and emerging risks and uncertainties that the Company faces. The Audit and
Risk Committee continues to identify any new emerging risks and take any action necessary to mitigate their potential impact. The
risks identified are placed on the Company’s risk matrix and graded appropriately. This process, together with the policies and
procedures for the mitigation of existing and emerging risks, is updated and reviewed regularly in the form of comprehensive reports
considered by the Audit and Risk Committee. The Board determines the nature and extent of any risks it is willing to take in order to
achieve its strategic objectives.
The Manager also has responsibility for risk management for the Company. It works with the Board to identify and manage the
principal and emerging risks and uncertainties and to ensure that the Board can continue to meet its UK corporate governance
obligations.
A key emerging issue that the Board has identified is climate change. It is one of the most critical emerging issues confronting asset
managers and their investors. The Board notes that the Manager has integrated ESG considerations, including climate change, into
the Company’s investment process. Further details are on pages 16 to 19. The Board will continue to monitor how this may impact the
Company as a risk, the main risk being the impact on investment valuations. Another emerging risk that the Board has identified is
regulatory risk and the ability of China’s centralised goverment to enact regulation swiftly that may impact the stock markets
negatively and its knock on impact on the Company’s portfolio and net asset value.
The Board considers the following as the principal risks and uncertainties faced by the Company.
Principal Risks Risk Description and Impact Risk Mitigation Trend
Geopolitical
Risk
The continuing tensions between China
and US, e.g. China encouraging
Chinese companies to de-list from
the US.
Recurrence of disruptive protests in
Hong Kong.
US imposed Executive Orders
prohibiting US investments in certain
Chinese Companies and the passing
of the Holding Foreign Companies
Accountable Act (HFCAA).
The Ukraine/Russia crisis escalates
international tensions. Increasing
tension over other countries
sovereignty.
Significant new Western sanctions
placed on capital or trade flows with
China.
Alteration to the rights of foreign
entities to have legal title over Chinese
enterprises.
China’s increasing integration into the
global financial system and into global
supply chains.
Greater than 90% of revenues of the
Company’s investee companies are
within China.
Companies that were solely listed in
the US are listing on the HK or
mainland markets.
Increasing
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Principal Risks Risk Description and Impact Risk Mitigation Trend
Regulatory and
Capital Market
Risks
The ability of China’s centralised
government system to enact regulation
rapidly that can adversely affect
sectors or individual companies and
therefore their stock market prices
negatively. For example, education-for
-profit.
The role played by capital markets is
reduced as the CPC increases its
centralised economic decision making.
Non-market/centralised allocation of
capital dislocates and diminishes the
efficient allocation and pricing of
capital.
The Portfolio Manager and Manager’s
ability to understand and predict
events in China.
The Company holds a diversified
portfolio emphasising sectors of
strategic importance to China.
Fidelity’s investment process typically
underweights State-Owned Enterprises
(SOEs) or areas of the market with
excess competition or excess capital.
Stable
Economic Risk
(including
Pandemic Risk)
The growth rate of China’s GDP falls
below the global average and/or its
longer-term expectations.
The momentum from the growth in size
and wealth of the middle class is
tempered by the reduction in size of
the working population.
China’s policy of zero COVID may
prevent Chinese companies from
operating as efficiently as planned,
reducing or eliminating profitability.
Current projections are for China’s
GDP to continue to grow at above the
global average.
To date China has been successful in
containing the pandemic and there is
likely adoption of more effective
vaccines in time.
Increasing
Business
Continuity Risk
Cybersecurity risk to the functioning of
global markets and to the Manager’s
own business model, including its and
the Company’s outsourced suppliers.
Risk from COVID or successor
pandemics affecting the functioning of
business and global markets.
The risk is monitored by the Board with
the help of the extensive Fidelity global
cybersecurity team and assurances
from outsourced suppliers.
Development of systems and
procedures by the AIFM resulting from
the experience of the COVID
pandemic.
Stable
Investment
Performance
Risk (including
Gearing)
That the Portfolio Manager fails to
outperform the Benchmark Index over
the longer-term.
Having high gearing levels in a falling
market accentuates share price
weakness. NAV performance can be
affected by selling stock in a falling
market to keep the gearing level within
pre-agreed limits.
An investment strategy overseen by the
Board to optimise returns from
investing in China.
A well-resourced team of experienced
analysts covering the market.
Board scrutiny of the Manager and the
ability in extreme circumstances to
change the Manager.
Limit on gearing and oversight of the
Manager’s use of gearing by the
Board.
Stable
Strategic Report continued
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STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
Principal Risks Risk Description and Impact Risk Mitigation Trend
Unlisted
Securities Risk
Market conditions may not permit
unlisted companies to come to IPO
and achieve marketability.
Potential for less stringent standards of
governance compared with those of
listed entities.
The valuation of unlisted shares relies
on third-party judgements.
The Company has a limit on the extent
of the investment in unlisted companies
and the Manger has a track record of
identifying profitable opportunities.
Scrutiny by the Board’s Audit and Risk
Committee of the carrying value of
unlisted investments is supported by
the AIFM and outside advisors.
Increasing
Market and
Currency Risk
The value of Chinese stocks falls as a
result of reduced demand from both
domestic and international investors.
The functional currency in which the
Company reports its results is sterling
and its shares are traded in sterling,
whilst the underlying investments are in
different currencies. The Company
does not hedge currencies.
While stocks listed in the US are not
typically investable by Chinese
investors, the Stock Connect
programme enables them to invest in
Hong Kong listed stocks.
Growth in size of equity mutual funds in
China provides support for underlying
demand for equities.
Increasing
Discount Risk
(including
Investor
Perception of
China)
The Board fails to implement its
discount management policy. This
could be due to greater than 15% of
the Company’s shareholders wanting
an exit (exceeding the buyback
authority) or excessive market volatility
causing issues with accurate NAV
calculation.
If investor perception is negative
towards China, then the shares in the
Company may trade at an increasing
discount to its underlying NAV.
The Company’s record since the
implementation of the discount policy
has maintained the discount in single
digits during periods of considerable
market volatility.
Continuing scrutiny by the Board, the
AIFM and the Company’s Broker.
Maintaining a reputation for standing
in the market-place when required in
order to keep the discount in single
digits.
Maintaining close communications with
major shareholders.
The Company’s communication
programme with investors aims to
present the facts in an analytical rather
than emotional framework.
Stable
Environmental,
Social and
Governance
(“ESG”) and
Climate Risk
The adoption of international
standards may adversely impact the
profitability of Chinese companies; and
increasing scrutiny of China’s own
standards may deter investors from
buying or holding shares in the
Company.
Fidelity has adopted a sophisticated
and comprehensive system for
analysing ESG and Climate risks in
investee companies. See pages 16 to
19 for further details.
Stable
People Risk
Loss of the Portfolio Manager or other
key individuals could lead to potential
performance and/or operational
issues.
Succession planning for key
dependencies.
• Depth of the team within Fidelity.
Experience of the analysts covering
China.
Stable
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Other risks facing the Company include:
Tax and Regulatory Risks
There is a risk of the Company not complying with the tax and
regulatory requirements in the UK and China. A breach of Section
1158 of the Corporation Tax Act 2010 could lead to a loss of
investment trust status, resulting in the Company being subject to
tax on capital gains.
The Board monitors tax and regulatory changes at each Board
meeting and through active engagement with regulators and
trade bodies by the Manager.
Operational Risks
The Company relies on a number of third party service providers,
principally the Manager, Registrar, Custodian and Depositary. It is
dependent on the effective operation of the Manager’s control
systems and those of its service providers with regard to the
security of the Company’s assets, dealing procedures, accounting
records and the maintenance of regulatory and legal
requirements. The Registrar, Custodian and Depositary are all
subject to a risk-based programme of internal audits by the
Manager. In addition, service providers’ own internal control
reports are received by the Board on an annual basis and any
concerns are investigated. Risks associated with these service
providers is rated as low, but the financial consequences could
be serious, including reputational damage to the Company.
Viability Statement
In accordance with provision 31 of the 2018 UK Corporate
Governance Code, the Directors have assessed the prospects of
the Company over a longer period than the twelve month period
required by the “Going Concern” basis. The Company is an
investment trust with the objective of achieving long-term capital
growth. The Board considers long-term to be at least five years,
and accordingly, the Directors believe that five years is an
appropriate investment horizon to assess the viability of the
Company, although the life of the Company is not intended to be
limited to this or any other period.
In making an assessment on the viability of the Company, the
Board has considered the following:
The ongoing relevance of the investment objective in
prevailing market conditions;
The Company’s level of gearing;
The Company’s NAV and share price performance;
The principal and emerging risks and uncertainties facing
the Company as set out above and their potential impact;
The future demand for the Company’s shares;
The Company’s share price discount to the NAV;
The liquidity of the Company’s portfolio;
The level of income generated by the Company; and
Future income and expenditure forecasts.
The Company’s performance for the five year reporting period to
31 March 2022 is well ahead of the Benchmark Index, with a
NAV total return of 28.9%, a share price total return of 38.3%
compared to the Benchmark Index total return of 12.9%. The
Board regularly reviews the investment policy and considers
whether it remains appropriate. The Board has concluded that
there is a reasonable expectation that the Company will be able
to continue in operation and meet its liabilities as they fall due
over the next five years based on the following considerations:
The Investment Manager’s compliance with the Company’s
investment objective and policy, its investment strategy and
asset allocation;
The fact that the portfolio comprises sufficient readily
realisable securities which can be sold to meet funding
requirements if necessary;
The Board’s discount management policy; and
The ongoing processes for monitoring operating costs and
income which are considered to be reasonable in
comparison to the Company’s total assets.
In preparing the Financial Statements, the Directors have
considered the impact of climate change, particularly in the
context of the climate change risk identified within the ESG Risk
on page 35. The Board has also considered the impact of
regulatory changes and how this may affect the Company.
In addition, the Directors’ assessment of the Company’s ability to
operate in the foreseeable future is included in the Going
Concern Statement which is included in the Directors’ Report on
page 40.
PROMOTING THE SUCCESS OF THE COMPANY
Under Section 172(1) of the Companies Act 2006, the Directors of
a company must act in a way they consider, in good faith, would
be most likely to promote the success of the Company for the
benefit of its members as a whole, and in doing so have regard
(amongst other matters) to the likely consequences of any
decision in the long-term; the need to foster relationships with the
Company’s suppliers, customers and others; 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 members of the company.
As an externally managed Investment Trust, the Company has no
employees or physical assets, and a number of the Company’s
functions are outsourced to third parties. The key outsourced
function is the provision of investment management services by
the Manager, but other professional service providers support the
Company by providing administration, custodial, banking and
audit services. The Board considers the Company’s key
stakeholders to be the existing and potential shareholders, the
external appointed Manager (Fidelity), the providers of debt
facilities and other third party professional service providers. The
Board considers that the interest of these stakeholders is aligned
with the Company’s objective of delivering long-term capital
growth to investors, in line with the Company’s stated investment
objective and strategy, while providing the highest standards of
legal, regulatory and commercial conduct.
Strategic Report continued
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STRATEGYFINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS
The Board, with the Portfolio Manager, sets the overall investment
strategy and reviews this at an annual strategy day which is
separate from the regular cycle of board meetings. In order to
ensure good governance of the Company, the Board has set
various limits on the investments in the portfolio, whether in the
maximum size of individual holdings, the use of derivatives, the
level of gearing and others. These limits and guidelines are
regularly monitored and reviewed and are set out on pages 31
and 32.
The Board places great importance on communication with
shareholders. The Annual General Meeting provides the key
forum for the Board and the Portfolio Manager to present to the
shareholders on the Company’s performance and future plans
and the Board encourages all shareholders to attend in person
or virtually, and raise questions and concerns. The Chairman and
other Board members are available to meet shareholders as
appropriate. Shareholders may also communicate with Board
members at any time by writing to them at the Company’s
registered office at FIL Investments International, Beech Gate,
Millfield Lane, Tadworth, Surrey KT20 6RP or via the Company
Secretary in writing at the same address or by email at
investmenttrusts@fil.com. The Portfolio Manager meets with
major shareholders, potential investors, stock market analysts,
journalists and other commentators during the year. These
communication opportunities help inform the Board in considering
how best to promote the success of the company over the
long-term.
The Board seeks to engage with the Manager and other service
providers and advisers in a constructive and collaborative way,
promoting a culture of strong governance, while encouraging
open and constructive debate, in order to ensure appropriate
and regular challenge and evaluation. This aims to enhance
service levels and strengthen relationships with service providers,
with a view to ensuring shareholders’ interests are best served,
by maintaining the highest standards of commercial conduct
while keeping cost levels competitive.
Whilst the Company’s direct operations are limited, the Board
recognises the importance of considering the impact of the
Company’s investment strategy on the wider community and
environment. The Board believes that a proper consideration of
Environmental, Social and Governance (“ESG”) issues aligns with
the investment objective to deliver long-term capital growth, and
the Board’s review of the Manager includes an assessment of
their ESG approach, which is set out in detail on pages 16 to 19.
In addition to ensuring that the Company’s investment objective
was being pursued, key decisions and actions taken by the
Directors during the reporting year, and up to the date of this
report, have included:
Seeking shareholder approval at the AGM on 20 July 2021
to change the Investment Policy to increase the unlisted
securities limit from 10% to 15% of Net Assets plus Borrowings
in order to recognise the growing importance of unlisted
investments within the Company;
As a result of the above change in the limit on unlisted
investments, seeking shareholder approval at the AGM on
20 July 2021 to amend the Company’s Investment Objective
to give more clarity;
Authorising the repurchase of 1,506,074 ordinary shares
when the Company’s discount widened, in line with the
Board’s intention that the ordinary share price should trade
at a level close to the underlying NAV;
The decision to pay a final dividend of 5.50 pence per
ordinary share, the highest rate since the Company was
launched; and
As part of the Board’s succession plan, the appointment of
Georgina Field to the Board with effect from 1 July 2022.
Board Diversity
The Board’s overriding intention is to ensure that it is made up of
the best combination of people in order to achieve long-term
capital growth for the Company’s shareholders from an actively
managed portfolio of investments. To this effect, the Board, as
part of its succession plan, will continue to appoint individuals
who, together as a Board, will aim to ensure the continued
optimal promotion of the Company in the marketplace. In terms
of diversity, there were two female and three male Directors on
the Board as at 31 March 2022. The Board’s composition
exceeds the target of 33% of women on FTSE 350 company
boards set by the Hampton-Alexander Review which aims to
increase the number of women on FTSE 350 boards. The Board
also meets the recommendations of the Parker Review
Committee for each FTSE 250 company to have at least one
director from an ethnic minority background by 2024 so as to
improve the ethnic and cultural diversity of UK company boards.
The Board also meets the recently published FCA targets on
diversity which are effective for accounting periods commencing
1 April 2022 that at least 40% of the Board are women, one of
the senior Board positions is a woman and at least one Director
is from an ethnic minority background.
Board Apprentice Scheme
Due to restrictions as a result of COVID, the Board Apprentice,
Kal Foley-Khalique, appointed under the Board Apprentice
Scheme (the “Scheme”) on 14 December 2020 was not able to
have the proper opportunity to observe the workings of the
Board and its Committees as face to face meetings could not
take place for much of her appointed year. The Board has
therefore extended her time as a Board Apprentice until 20 July
2022. The objective of the Scheme is to increase diversity on
boards. The Board Apprentice does not receive a fee but it is
intended that the experience gained will assist her ambition to
become a non-executive director elsewhere at a point in the
future.
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Environmental, Social and Governance (“ESG”) in the
Investment Process
The Board has contracted with the Manager to provide the
Company with investment management and administrative
services. The Board believes that ESG considerations are an
important input into the assessment of the value of its
investments. The investment universe is undergoing significant
structural change and is likely to be impacted by increasing
regulation as a result of climate change and other social and
governance factors. The Board is committed to reviewing how the
Manager applies ESG factors in the investment process. The
Fidelity group of companies (including the Manager and
Investment Manager) sets out its commitment to responsible
investing, and provides a copy of its detailed Responsible
Investing at www.fidelity.co.uk/responsible-investing. Further
information on Fidelity International’s approach to ESG in the
investment process and sustainable investing can be found on
pages 16 to 19 and are part of this Strategic Report.
Socially Responsible Investment
The Manager’s primary objective is to produce superior financial
returns for the Company’s shareholders. It believes that high
standards of corporate social responsibility (CSR) make good
business sense and have the potential to protect and enhance
investment returns.
Corporate Engagement
The Board believes that the Company should, where appropriate,
take an active interest in the affairs of the companies in which it
invests and that it should exercise its voting rights at their general
meetings. It delegates the responsibility for corporate
engagement and shareholder voting to the Investment Manager
who updates the Board on any issues and activities. These
activities are reviewed regularly by the Manager’s corporate
governance team.
Streamlined Energy and Carbon Reporting (SECR)
As an investment company with all its activities outsourced to
third parties, the Company’s own direct environmental impact is
minimal. The Company has no premises, consumes no electricity,
gas or diesel fuel and consequently does not have a measurable
carbon footprint. The Company is categorised as a low energy
user (less than 40MWH) under the Streamlined Energy & Carbon
Reporting regulations and therefore is not required to disclose
any energy and carbon information in this Annual Report.
Future Developments
Some trends likely to affect the Company in the future are
common to many investment companies together with the impact
of regulatory change and emerging risks. The factors likely to
affect its future development, performance and position are set
out in the Chairman’s Statement and the Portfolio Manager’s
Review on pages 2 to 13.
By Order of the Board
FIL Investments International
Secretary
30 May 2022
Strategic Report continued
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INFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGYGOVERNANCE
Board of Directors
Nicholas Bull FCA
Chairman (since 22 July 2016)
Appointed 4 February 2010
Retiring 20 July 2022
M
N
Mr Bull is the Senior Independent Director of Coats Group plc and
Deputy Chairman of Conran Holdings Limited. He is a Trustee of the
Design Museum, Camborne School of Mines Trust, the Creative
Education Trust and the Conran Foundation. He is a member of the
Advisory Panel of the charity INTO University. He was a Member of
Council of the University of Exeter from 2009 until 2018 and a Director,
then Chairman, of hotels group De Vere from 2010 until the completion
of its asset disposal programme in 2015. He was also Chairman of the
Advisory Board of City stockbroker, Westhouse Securities. Previously Mr
Bull worked for 30 years as a corporate finance practitioner with
Morgan Grenfell (subsequently Deutsche Bank), Société Générale and
ABN AMRO in London, Sydney, Singapore and Hong Kong. He is a
qualified Chartered Accountant.
Mike Balfour
Director
Appointed 1 October 2018
A
M
N
Mr Balfour is a non-executive Director of Standard Life Investment
Property Income Trust plc and Schroder BSC Social Impact Trust plc. He
is also Chairman of the Investment Committee of TPT Retirement
Solutions and sits on its Management Oversight Board. He is a
member of the Investment Advisory Board of The Institute of Chartered
Accountants of Scotland. He was chief executive of Thomas Miller
Investment Ltd until 2016 and was previously chief executive at
Glasgow Investment Managers and chief investment officer at
Edinburgh Fund Managers Limited. His early investment management
career was focused on the nascent equity markets of Asia. He is a
qualified Chartered Accountant.
Alastair Bruce
Director
Appointed 1 July 2021
A
M
N
Mr Bruce is a non-executive Director and Chairman of the Audit
Committee of ICG Enterprise Trust PLC. He was Managing Partner of
Pantheon Ventures between 2006 and 2013, having joined the firm in
1996. At Pantheon Ventures, he was involved in all aspects of the firm’s
business, particularly the management of Pantheon International PLC,
the expansion of Pantheon Ventures global platform and the creation
of a co-investment business. He has over twenty-five years of private
equity, investment management and financial experience. He is a
qualified Chartered Accountant.
Linda Yueh
Senior Independent Director (since
20 July 2021)
Appointed 1 June 2019
A
M
N
Dr Yueh is a Fellow in Economics at St Edmund Hall, Oxford University
and Adjunct Professor of Economics at London Business School. She is
also Visiting Professor at LSE IDEAS, the foreign policy research centre
at the London School of Economics. She is a non-executive Director of
Rentokil Initial plc and SEGRO plc, Chair of Baillie Gifford’s The
Schiehallion Fund Ltd and an Adviser to the UK Board of Trade. She
was a Member of the Independent Review Panel on Ring-fencing and
Proprietary Trading. She is a past non-executive Director of JPMorgan
Asia Growth & Income plc, Baillie Gifford’s Scottish Mortgage
Investment Trust plc, and was Visiting Professor of Economics at Peking
University. She has written numerous books and served as editor for
several series of books. She is an attorney called to the Bar of New York.
Vanessa Donegan
Director
Appointed 1 September 2020
A
M
N
Mrs Donegan is a non-executive Director of Herald Investment
Management Ltd., the JP Morgan Indian Investment Trust plc, the
Invesco Asia Trust plc and State Street Global Advisors Luxembourg
SICAV. She has 37 years of Asian fund management experience,
including managing dedicated China portfolios. She was Head of the
Asia Pacific desk at Columbia Threadneedle Investments Ltd. (formerly
Threadneedle Investments Ltd.) for twenty-one years and has extensive
experience of marketing funds to retail and institutional clients across
the globe.
Georgina Field
Director
To be appointed 1 July 2022
A
M
N
Ms Field is the founder and CEO of White Marble Consulting,
a business that specialises in investment marketing. She was previously
a non-executive Director of the Perpetual Income Growth Investment
Trust plc, overseeing its merger into the Murray Income Trust plc.
She has over twenty years’ experience in the investment industry,
including two senior roles leading marketing teams at asset
management companies.
Committee membership key
A
Audit and Risk
M
Management Engagement
N
Nomination and Remuneration
Committee Chair
All the Directors are non-executive Directors and all are considered to be independent by the Board.
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Fidelity China Special Situations PLC
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Annual Report 2022
Directors’ Report
The Directors have pleasure in presenting their report and the
audited Financial Statements of the Company for the year ended
31 March 2022.
The Company was incorporated in England and Wales as a
public limited company on 22 January 2010 under the registered
number 7133583 and was launched as an investment trust on the
London Stock Exchange on 19 April 2010.
Management Company
FIL Investment Services (UK) Limited (“FISL) is the Company’s
appointed Alternative Investment Fund Manager (the
AIFM”/“Manager”. FISL, as the Manager, has delegated the
investment management of the Company to FIL Investment
Management (Hong Kong) Limited and the role of Company
Secretary to FIL Investments International.
The Management Agreement will continue unless and until
terminated by either party giving to the other not less than six
months’ notice in writing. However, they may be terminated
without compensation if the Company is liquidated pursuant to
the procedures laid down in the Articles of Association of the
Company. The Management Agreement may also be terminated
forthwith as a result of a material breach of the Agreement or on
the insolvency of the Investment Manager or the Company. In
addition, the Company may terminate the Agreement by not less
than two months’ notice if the Investment Manager ceases to be
a subsidiary of FIL Limited.
FIL Limited has no beneficial interest in the shares of the
Company (2021: nil).
The Board reviews the Management Agreement at least annually
and details are included in the Corporate Governance Statement
on page 46.
Management Fee
The Board adopted a new management fee with the Manager
from 1 April 2021. The revised fee structure is on a tiered basis of
0.90% on the first £1.5 billion of net assets reducing to 0.70% on
net assets over £1.5 billion. The variable element of +/- 0.20%
from the previous fee structure remains unchanged. At the same
time, the fixed annual fee of £100,000 for services other than
portfolio management was removed. There is no change to the
investment process as a result of the revised fee.
The variable management fee (“VMF”) of +/-0.20% is based on
the Company’s NAV per share performance relative to the MSCI
China Index (in UK sterling terms) (the Company’s Benchmark
Index). In the event of outperformance against the MSCI China
Index , the maximum fee that the Company would pay on net
assets up to £1.5 billion is 1.10%, but if the Company
underperforms, then the overall fee can fall as low as 0.70% of
net assets. For net assets over £1.5 billion, the maximum fee
payable would be 0.90% if the Company outperforms the MSCI
China Index and in the event of underperformance this could fall
as low as 0.50% of net assets. The VMF element is calculated
daily by referencing the performance of the Company’s NAV to
the performance of the MSCI China Index on a three year rolling
basis. The variable element of the fee increases or decreases
0.033% for each percentage point of the three year NAV per
ordinary share outperformance or underperformance over the
MSCI China Index to a maximum of +0.20% or a minimum of
-0.20%.
The variable management fee charge for the year ended
31 March 2022 was 0.20% (2021: 0.12%).
The total management fee for the year ended 31 March 2022
was £19,643,000 (2021: £18,591,000) as detailed in Note 4 on
page 74. This was made up of a base fee of £15,937,000 (2021:
£16,475,000) and a charge of £3,706,000 (2021: £2,116,000) on
the variable element based on the performance of the NAV
against the MSCI China Index.
The Board
All Directors served on the Board throughout the year ended
31 March 2022 and up to the date of this report with the
exception of Georgina Field who will be appointed to the Board
on 1 July 2022. A brief description of all serving Directors as at
the date of this report is shown on page 39 and indicates their
qualifications for Board membership.
In line with the Board’s succession plan, Nicholas Bull will not be
seeking re-election at the AGM on 20 July 2022.
Directors’ and Officers’ Liability Insurance
The Company maintains insurance cover for its Directors under its
own policy as permitted by the Companies Act 2006. This is in
addition to benefits under the Manager’s global Directors’ and
Officers’ liability insurance arrangements.
Going Concern Statement
The Financial Statements of the Company have been prepared
on a going concern basis.
The Directors have considered the Company’s investment
objective, risk management policies, liquidity risk, credit risk,
capital management policies and procedures, the nature of its
portfolio and its expenditure and cash flow projections. The
Directors, having considered the liquidity of the Company’s
portfolio of investments (being mainly securities which are readily
realisable), the projected income and expenditure and the loan
facility agreement, are satisfied that the Company is financially
sound and has adequate resources to meet all of its liabilities
and ongoing expenses and continue in operational existence for
the foreseeable future. The Board has therefore concluded that
the Company has adequate resources to continue to adopt the
going concern basis for the period to 31 May 2023 which is at
least twelve months from the date of approval of the Financial
Statements. This conclusion also takes into account the Board’s
assessment of the ongoing risks from COVID as set out in the
Business Continuity Risk in the Strategic Report on page 34. The
prospects of the Company over a period longer than twelve
months can be found in the Viability Statement on page 36.
Auditor’s Appointment
A resolution to reappoint Ernst & Young LLP as Auditor to the
Company will be proposed at the AGM on 20 July 2022.
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Fidelity China Special Situations PLC
INFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGYGOVERNANCE
Disclosure of Information to the Company’s Auditor
As required by Section 418 of the Companies Act 2006, each
Director in office as at the date of this Annual Report confirms
that:
a) so far as each Director is aware, there is no relevant audit
information of which the Company’s Auditor is unaware; and
b) each Director has taken all the steps that ought to have
been taken as a Director to make himself/herself aware of
any audit information, and to establish that the Company’s
Auditor is aware of that information.
Corporate Governance
The Corporate Governance Statement forms part of this report
and can be found on pages 44 to 48.
Registrar, Custodian and Depositary Arrangements
The Company has appointed Link Group as its Registrar to
manage the Company’s share register, JPMorgan Chase Bank as
its Custodian, which is primarily responsible for safeguarding the
Company’s assets, and J.P. Morgan Europe Limited as its
Depositary, which is primarily responsible for the oversight of the
custody of investment funds and the protection of investors’
interests. Fees paid to these service providers are disclosed in
Note 5 on page 75.
Share Capital
The Company’s share capital comprises ordinary shares of
1 pence each which are fully listed on the London Stock
Exchange. As at 31 March 2022, the issued share capital was
571,054,480 (2021: 571,054,480) of which 57,097,071 (2021:
55,590,997) shares were held in Treasury. Shares in Treasury do
not have voting rights, therefore the total number of shares with
voting rights was 513,957,409 (2021: 515,463,483).
Premium/Discount Management: Enhancing Shareholder
Value
The Board recognises the importance of the relationship between
the Company’s share price and the NAV per share and monitors
this closely. It seeks authority from shareholders each year to
issue shares at a premium or to repurchase shares at a discount
to the NAV, either for cancellation or holding in Treasury. The
Board will exercise these authorities to endeavour to keep the
discount in single digits in normal market circumstances and as
mentioned in the Chairman’s Statement on page 4.
Share Issues
No shares were issued during the year ended 31 March 2022
(2021: nil) and none have been issued since the year end and as
at the date of this report.
The authorities to issue shares and to disapply pre-emption rights
expire at the AGM on 20 July 2022 and resolutions to renew
these authorities will be put to shareholders at this AGM.
Share Repurchases
The Company repurchased 1,506,074 (2021: 23,345,560) shares
into Treasury during the year ended 31 March 2022. Since the
year end and as at the date of this report, the Company has
repurchased a further 511,450 ordinary shares into Treasury. No
shares have been repurchased for cancellation.
The authority to repurchase shares expires at the AGM on 20 July
2022 and a resolution to renew the authority to repurchase
shares, either for cancellation or to buy into Treasury, will be put
to shareholders at this AGM.
Substantial Share Interests
As at 31 March and 30 April 2022, notification had been received
that the shareholders listed in the table below held more than 3%
of the voting share capital of the Company.
Shareholders
31 March
2022
%
30 April
2022
%
Fidelity Platform Investors 22.28 22.17
Hargreaves Lansdown 13.12 13.06
Lazard Asset Management 9.93 10.04
Allan & Gill Gray Foundation 7.18 7.18
City of London Investment
Management 6.18 6.17
Interactive Investor 4.61 4.59
An analysis of shareholders as at 31 March 2022 is detailed in
the table below.
Shareholders as at 31 March 2022
% of voting
share capital
Retail Investors
1
66.44
Mutual Funds 12.55
Pension Funds 11.04
Charities 7.18
Insurance Funds 2.60
Other 0.19
Total 100.00
1 Includes Fidelity Platform Investors (22.28%).
Additional Information required in the Directors’ Report
Information on proposed dividends, financial instruments and
disclosure on Streamlined Energy and Carbon Reporting (SECR)
is set out in the Strategic Report on pages 31 to 38.
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Annual Report 2022
ANNUAL GENERAL MEETING
THIS SECTION IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you
should seek your own personal financial advice from your
stockbroker, bank manager, solicitor or other financial
adviser authorised under the Financial Services and Markets
Act 2000.
The AGM of the Company will be held at 11.00 am on
Wednesday, 20 July 2022 at 155 Bishopsgate, London EC2M
3YD and virtually via the online Lumi AGM meeting platform. Full
details of the meeting are given in the Notice of Meeting on
pages 97 to 100.
Appropriate social distancing and hygiene measures will be in
place for those shareholders attending the AGM in person. For
those shareholders who would prefer not to attend in person or
for whom travel is not convenient, we will live-stream the formal
business and presentations of the meeting online.
Dale Nicholls, the Portfolio Manager, will be making a
presentation to shareholders highlighting the achievements and
challenges of the year past and the prospects for the year to
come. He and the Board will be very happy to answer any
questions that shareholders may have. Copies of his presentation
can be requested by email at investmenttrusts@fil.com or in
writing to the Secretary at FIL Investments International, Beech
Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey
KT20 6RP.
Properly registered shareholders joining the AGM virtually will be
able to vote on the proposed resolutions. Please see Note 8 to
the Notes to the Notice of Meeting on page 99 for details on
how to vote virtually. Investors viewing the AGM online will be
able to submit live written questions to the Board and the
Portfolio Manager and we will answer as many as possible at an
appropriate juncture during the meeting.
Further information and links to the Lumi platform may be found
on the Company’s website www.fidelity.co.uk/china. On the day
of the AGM, in order to join electronically and ask questions via
the Lumi platform, shareholders will need to connect to the
website https://web.lumiagm.com.
We urge shareholders to vote and make use of the proxy form
provided. Please note that investors on platforms such as Fidelity
Personal Investing, Hargreaves Lansdown, Interactive Investor or
AJ Bell Youinvest will need to request attendance at the AGM in
accordance with the policies of your chosen platform. They may
request that you submit electronic votes in advance of the
meeting. If you are unable to obtain a unique IVC and PIN from
your nominee or platform, we will also welcome online
participation as a guest. Once you have accessed https://web.
lumiagm.com from your web browser on a tablet or computer,
you will need to enter the Lumi Meeting ID which is 152-195-444.
You should then select the ‘Guest Access’ option before entering
your name and who you are representing, if applicable. This will
allow you to view the meeting and ask questions but you will not
be able to vote.
Fidelity Platform Investors – Voting at AGMs
If you hold your shares in the Company through the Fidelity
Platform, then Fidelity passes on to you the right to vote on the
proposed resolutions at the Company’s AGM. Fidelity Platform
Investors are advised to vote online via the Broadridge Service (a
company that specialises in investor voting facilities). Investors
can sign up to this facility via their Fidelity Investor Account.
Proxy Voting
Link Group, the Registrar, introduced a paperless proxy voting
process in 2018. However, for ease of voting this year, we are
sending a paper Proxy Form to all shareholders who hold shares
on the main share register. This will assist shareholders to vote in
advance of the meeting should they decide not to attend in
person.
If you have sold, transferred or otherwise disposed of all your
shares in the Company, you should pass this document, together
with any accompanying documents, as soon as possible to the
purchaser or transferee, or to the stockbroker, bank or other
agent through whom the sale or transfer was effected, for
onward transmission to the purchaser or transferee.
At the AGM on 20 July 2022, resolutions will be proposed relating
to the items of business set out in the Notice of Meeting on
pages 97 and 98, including the items of special business
summarised below.
Authority to Allot Shares
Resolution 12 is an ordinary resolution and provides the Directors
with a general authority to allot securities in the Company up to
an aggregate nominal value of £571,054. If passed, this
resolution will enable the Directors to allot a maximum of
57,105,448 ordinary shares which represents approximately 10%
of the issued ordinary share capital of the Company (including
Treasury Shares) as at 30 May 2022, and to impose any limits or
restrictions and make any arrangements which they consider
necessary or appropriate to deal with Treasury Shares, fractional
entitlements, record dates, legal, regulatory or practical problems
in, or under the laws of, any territory or any other matter. The
Directors would not intend to use this power unless they
considered that it was in the interests of shareholders to do so.
Any shares issued would be at NAV per ordinary share or at a
premium to NAV per ordinary share.
Authority to Disapply Pre-Emption Rights
Resolution 13 is a special resolution disapplying pre-emption
rights and granting authority to the Directors, without the need for
further specific shareholder approval, to make allotments of
equity securities or sale of Treasury shares for cash up to an
aggregate nominal value of £571,054 (including Treasury shares)
(approximately 10% of the issued ordinary share capital of the
Company as at 30 May 2022 and equivalent to 57,105,448
ordinary shares).
Directors’ Report continued
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Annual Report 2022
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Fidelity China Special Situations PLC
INFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGYGOVERNANCE
Authority to Repurchase Shares
Resolution 14 is a special resolution which renews the Company’s
authority to purchase up to 14.99% (76,965,549) of the ordinary
shares in issue (excluding Treasury shares) on 30 May 2022,
either for immediate cancellation or for retention as Treasury
shares at the determination of the Directors. Once shares are
held in Treasury, the Directors may only dispose of them in
accordance with the relevant legislation by subsequently selling
the shares for cash or by cancelling the shares. Purchases of
ordinary shares will be made at the discretion of the Directors
and within guidelines set from time to time by them in the light of
prevailing market conditions. Purchases will only be made in the
market at prices below the prevailing NAV per ordinary share.
Recommendation: The Board considers that each of the
resolutions is likely to promote the success of the Company
and is in the best interests of the Company and its
shareholders as a whole. The Directors unanimously
recommend that you vote in favour of the resolutions as they
intend to do in respect of their own beneficial holdings.
By Order of the Board
FIL Investments International
Secretary
30 May 2022
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Annual Report 2022
This Corporate Governance Statement forms part of the Directors’
Report. The Company is committed to maintaining high standards
of corporate governance. Accordingly, the Board has put in place
a framework for corporate governance which it believes is
appropriate for an investment company.
Corporate Governance Code
The Board follows the principles and provisions of the UK
Corporate Governance Code (the “UK Code”) issued by the
Financial Reporting Council (the “FRC”) in July 2018 and the AIC
Code of Corporate Governance (the “AIC Code) issued by the
Association of Investment Companies (the “AIC) in February
2019. The AIC Code addresses the principles and provisions of
the UK Code. The FRC has confirmed that investment companies
which report against the AIC Code will meet their obligations
under the UK Code and paragraph 9.8.6 of the Listing Rules. This
Statement, together with the Statement of Directors’
Responsibilities on page 52, set out how the principles have
been applied.
The AIC Code can be found on the AIC’s website at
www.theaic.co.uk and the UK Code on the FRC’s website at
www.frc.org.uk.
Statement of Compliance
The Company has complied with the recommendations of the AIC
Code and the relevant provisions of the UK Code for the year
under review and up to the date of this report, except in relation
to the UK Code provisions relating to the role of the chief
executive, executive directors’ remuneration, and the need for an
internal audit function. The Board considers that these provisions
are not relevant to the position of the Company, as it is an
externally managed investment company and has no executive
directors, employees or internal operations. All of its day to day
management and administrative functions are delegated to the
Manager.
THE BOARD
Board Composition
As at the date of this report, the Board, chaired by Nicholas Bull,
consists of five non-executive Directors. The Directors believe that,
between them, they have good knowledge and wide experience
of business in China, the Asia region and of investment
companies, and that the Board has an appropriate balance of
skills, experience, independence and knowledge of the Company
and length of service to discharge its duties and provide effective
strategic leadership and proper governance of the Company.
Linda Yueh is the Senior Independent Director and fulfils the role
as a sounding board for the Chairman, intermediary for the other
Directors as necessary and acts as a channel of communication
for shareholders in the event that contact through the Chairman is
inappropriate.
Biographical details of all Directors are on page 39.
Board’s Succession Plan
The Board has had a clearly defined succession plan in place
since 2019 as at the time three of the Directors had been on the
Board since the Company’s launch on 19 April 2010. This was to
avoid losing valuable corporate history knowledge and specific
skillsets simultaneously. Nicholas Bull, the last remaining Director
from when the Company launched, will step down at the
conclusion of the AGM on 20 July 2022 when he will have served
six years as a Director and six years as Chairman. The Board
consider that Mr Bull will continue to be independent until he
steps down from the Board. He will be replaced as Chairman by
Mike Balfour and Alastair Bruce will take over as Chairman of the
Audit and Risk Committee from Mr Balfour. As Mr Bull’s successor
as a non-executive Director, Georgina Field will be appointed to
the Board on 1 July 2022.
Tenure Policy
Directors appointed to the Board are subject to election and
subsequent annual re-election by shareholders at Annual General
Meetings and normally serve a term of up to nine years from
election.
Board Responsibilities
The Board has overall responsibility for the Company’s affairs
and for promoting the long-term success of the Company. All
matters which are not delegated to the Company’s Investment
Manager under the Management Agreement are reserved for
the Board’s decision. Matters reserved for the Board and
considered at meetings include decisions on strategy,
management, structure, capital, share issues, share repurchases,
gearing, financial reporting, risk management, investment
performance, share price discount, corporate governance, Board
appointments, and the appointment of the Investment Manager
and Company Secretary. The Board also considers shareholder
issues including communication and investor relations.
All Directors are independent of the Investment Manager and
considered to be free from any relationship which could
materially interfere with the exercise of their independent
judgement. The Board follows a procedure of notification of other
interests that may arise as part of considering any potential
conflicts and is satisfied that none has arisen in the year under
review.
All Directors are able to allocate sufficient time to the Company
to discharge their responsibilities fully and effectively. Each
Director is entitled to take independent professional advice, at
the Company’s expense, in the furtherance of their duties.
Board Meetings
The Board considers that it meets sufficiently regularly to
discharge its duties effectively and the table on the next page
gives the attendance record for the meetings held during the
reporting year. The Portfolio Manager and key representatives of
the Investment Manager are in attendance at these meetings.
Corporate Governance Statement
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Fidelity China Special Situations PLC
INFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGYGOVERNANCE
Board’s Attendance Record for the Reporting Year
Regular
Board
Meetings
Audit and
Risk
Committee
Meetings
Investment
Committee
Meetings
1
Management
Engagement
Committee
Meetings
Nomination
and
Remuneration
Committee
Meetings
Nicholas Bull 5/5 n/a 1/1 1/1 2/2
Mike Balfour 5/5 4/4 1/1 1/1 2/2
Alastair Bruce
2
4/4 3/3 n/a n/a 2/2
Vanessa Donegan 5/5 4/4 1/1 1/1 2/2
Elisabeth Scott
3
2/2 1/1 1/1 1/1 n/a
Linda Yueh 5/5 4/4 n/a 1/1 2/2
1 Disbanded on 1 June 2021.
2 Appointed on 1 July 2021.
3 Retired on 20 July 2021.
Figures in the table above indicate those meetings for which each Director was eligible to attend and attended in the year. Regular
Board meetings exclude ad hoc meetings for formal approvals as well as due diligence meetings.
Between these meetings there is regular contact with the
Investment Manager and other meetings are arranged as
necessary. Additionally, Board Committees and sub-groups meet
to pursue matters referred to them by the Board and the
Chairman is in contact with the other Directors regularly without
representatives of the Investment Manager being present.
In addition to the formal Board and Committee meetings, the
Board normally undertakes an annual due diligence trip to China
in order to meet with the management of existing and potential
investee companies and also meet with Fidelity’s research and
analysts teams. However, because of continuing travel restrictions
due to the ongoing global pandemic, the due diligence trip to
China was, yet again, unable to go ahead and instead the Board
carried out a series of due diligence sessions virtually.
Company Secretary
The Board has access to the advice and services of the Company
Secretary. The Company Secretary is responsible to the Board for
ensuring that Board procedures are followed and that applicable
rules and regulations are complied with.
Changes to the Board
Changes to the Board take place in accordance with the
Companies Act 2006, the Company’s Articles of Association and
the AIC Code. The Nomination and Remuneration Committee is
responsible for identifying possible candidates. However, any
proposal for the appointment of a new Director is discussed and
approved by the entire Board.
Director Training
Upon appointment, each Director is provided with all relevant
information regarding the Company and receives an induction on
the investment operations and administration functions of the
Company, together with a summary of their duties and
responsibilities to the Company. Directors also receive regular
briefings from, amongst others, the AIC, the Company’s
Independent Auditor and the Company Secretary, regarding any
proposed developments or changes in law or regulations that
affect the Company and/or the Directors. External consultants
who have no connection with the Company are used to identify
potential candidates. Sapphire Partners was hired for the search
that led to the appointment of Georgina Field with effect from
1 July 2022.
Election and Re-Election of Directors
All newly appointed Directors stand for election by the
shareholders at the AGM following their appointment by the
Board. As the Company is a constituent member of the FTSE 350
Index, all other Directors are subject to annual re-election.
Directors standing for election and re-election at this year’s AGM
are listed with their details on page 39. The terms and letters of
appointment of Directors are available for inspection at the
registered office of the Company.
Board Evaluation
An annual evaluation of the Board, its Directors and its
Committees is undertaken ahead of each AGM. It takes the form
of written questionnaires and discussions, except for every third
year when an external evaluation is undertaken. The process is
considered to be constructive in terms of identifying areas for
improving the functioning and performance of the Board and its
Committees and action is taken on the basis of the results.
For the year under review, the performance and contribution to
the Company of each Director was considered using a written
questionnaire. The performance of the Chairman is evaluated by
the other Directors in the Chairman’s absence. It was concluded
that the Chairman and each Director have been effective and
that they continue to demonstrate commitment to their roles. The
process is considered to be constructive in terms of identifying
areas for improving the functioning and performance of the
Board and its Committees and action is taken on the basis of the
results. The Board considers the tenure of individual Directors
during the evaluation process.
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Annual Report 2022
As a FTSE 350 Company and in accordance with provision 21 of
the 2018 UK Corporate Governance Code, the Board carries out
an externally facilitated evaluation every third year. The last
external evaluation was carried out in 2021, therefore, the next
external evaluation will be for the year ending 31 March 2024.
Directors’ Remuneration and Share Interests
Details of the Directors’ remuneration and share interests are
disclosed in the Directors’ Remuneration Report on pages 50 and
51.
BOARD COMMITTEES
The Board has three Committees through which it discharges
certain of its corporate governance responsibilities. These are the
Audit and Risk Committee, the Management Engagement
Committee and the Nomination and Remuneration Committee.
Terms of reference of each Committee can be found on the
Company’s pages of the Manager’s website at
www.fidelity.co.uk/china.
Audit and Risk Committee
The Audit and Risk Committee is chaired by Mike Balfour and
consists of all of the Directors, except for Nicholas Bull which is in
line with the recommendation of the 2018 UK Corporate
Governance Code that a chairman of a board should not be a
member of an audit committee. Mr Bull will generally be invited
to attend the Audit and Risk Committee meetings. The Committee
will be chaired by Alastair Bruce when Mr Balfour will take over
as Chairman of the Board on 20 July 2022.
Full details of the Audit and Risk Committee are disclosed in the
Report of the Audit and Risk Committee on pages 53 to 56.
Management Engagement Committee
Composition
The Management Engagement Committee (the “Committee”) is
chaired by Nicholas Bull and consists of all of the Directors. The
Committee will be chaired by Mike Balfour when Mr Bull steps
down from the Board on 20 July 2022.
Role and Responsibilities
The Committee is charged with reviewing and monitoring the
performance of the Investment Manager and for ensuring that
the terms of the Management Agreement remains competitive
and reasonable for shareholders. It meets at least once a year
and reports to the Board, making recommendations as
appropriate.
Manager’s Reappointment
Ahead of the forthcoming AGM, the Committee has reviewed the
performance of the Manager and the fee basis and concluded
that it is in the interests of shareholders that the appointment of
the Manager should continue. Details of the fee arrangements for
the reporting year are in the Directors’ Report on page 40.
Nomination and Remuneration Committee
Composition
The Nomination and Remuneration Committee (the “Committee”)
is chaired by Linda Yueh and consists of all of the Directors
because the Board deems them all to be independent.
Role and Responsibilities
The Committee is charged with reviewing the composition, size
and structure of the Board and makes recommendations to the
Board as appropriate. It is charged with nominating new
Directors for consideration by the Board, and in turn for approval
by shareholders. The search for a candidate is carried out
against a set of objective criteria, with due regard for the benefits
of diversity on the Board, including gender, social and ethnic
backgrounds and cognitive strengths. New Directors are
appointed on the basis of merit. Sapphire Partners, who have no
connection with the Company, were engaged to assist the Board
in recruiting a new independent non-executive director to replace
Nicholas Bull when he steps down from the Board on 20 July
2022. As a result of this process, Georgina Field has been
appointed on the Board from 1 July 2022.
The Committee also considers the election and re-election of
Directors ahead of each AGM. For the forthcoming AGM, it has
considered the performance and contribution to the Company of
each Director and concluded that each Director has been
effective and continues to demonstrate commitment to their role.
Accordingly, the Committee has recommended their continued
service to the Board with the exception of Nicholas Bull, who will
not seek re-election at the forthcoming AGM.
The Committee also considers the remuneration of the Directors,
and takes into account their roles, their responsibilities and the
time involved in carrying out their duties effectively. It also makes
itself aware of Directors’ fees of other comparable investment
trust companies. Further details can be found in The
Remuneration Policy on page 49.
Succession Planning
The Committee is responsible for succession planning and for
Directors’ appointments. Details of the Board’s succession plan
can be found on page 44.
ACCOUNTABILITY AND AUDIT
Financial Reporting
Set out on page 52 is a statement by the Directors of their
responsibilities in respect of the preparation of the Annual Report
and Financial Statements. The Auditor has set out its reporting
responsibilities within the Independent Auditor’s Report to the
Members on pages 57 to 64.
The Board has a responsibility to present fair, balanced and
understandable annual and half-yearly financial statements. All
financial statements are reviewed by the Audit and Risk
Committee and approved by the Board prior to their issue to
ensure that this responsibility is fulfilled.
Risk Management and Internal Controls
The Board is responsible for the Company’s systems of risk
management and of internal controls and for reviewing their
effectiveness. The review takes place at least once a year. Such
systems are designed to manage rather than eliminate the risk of
failure to achieve business objectives and can only provide
reasonable, but not absolute, assurance against material
misstatement or loss.
Corporate Governance Statement continued
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Annual Report 2022
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Fidelity China Special Situations PLC
INFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGYGOVERNANCE
The Board determines the nature and extent of any risks it is
willing to take in order to achieve its strategic objectives. It is
responsible for the design, implementation and maintenance of
controls and procedures to safeguard the assets of the Company
although these tasks have been delegated on a day-to-day basis
to the Manager. The system extends to operational and
compliance controls and risk management. Clear lines of
accountability have been established between the Board and the
Manager. The Manager provides regular reports on controls and
compliance issues to the Audit and Risk Committee and the
Board. In carrying out its review, the Audit and Risk Committee
has regard to the activities of the Manager, the Manager’s
compliance and risk functions and the work carried out by the
Company’s Auditor and also includes consideration of internal
controls of similar reports issued by the other service providers.
The Board, assisted by the Manager, has undertaken a rigorous
risk and controls assessment. This process also assists in
identifying any new emerging risks and the action necessary to
mitigate their potential impact. The Board confirms that this is an
effective robust ongoing process in order to identify, evaluate and
manage the Company’s principal business and operational risks,
and that it has been in place throughout the year ended
31 March 2022 and up to the date of this report. This process is
in accordance with the FRC’s “Risk Management, Internal Control
and Related Financial Business Reporting” guidance.
The Board has reviewed the need for an internal audit function
and has determined that the systems and procedures employed
by the Manager, which are subject to inspection by the
Manager’s internal and external audit processes, provide
sufficient assurance that a sound system of internal controls is
maintained to safeguard shareholders’ investments and the
Company’s assets. An internal audit function, specific to the
Company, is therefore considered unnecessary. The Audit and
Risk Committee meets the Manager’s internal audit
representative at least once a year. It receives a summary of the
Manager’s externally audited internal controls report on an
annual basis.
Whistle-Blowing Procedure
Part of the Manager’s role in ensuring the provision of a good
service, pursuant to the Management Agreement, includes the
ability for employees of FIL Limited and each of its subsidiaries
(”FIL) to raise concerns through a workplace concerns escalation
policy (“whistle-blowing procedure”). FIL has advised the Board
that it is committed to providing the highest level of service to its
customers and to applying the highest standards of quality,
honesty, integrity and probity. The aim of the policy is to encourage
employees and others working for FIL to assist the Company in
tackling fraud, corruption and other malpractice within the
organisation and in setting standards of ethical conduct. This policy
has been endorsed accordingly by the Board.
Bribery Act 2020
The Company is committed to carrying out business fairly,
honestly and openly. The Board recognises the benefits this has
to reputation and business confidence. The Board, the Manager,
the Manager’s employees and others acting on the Company’s
behalf, are expected to demonstrate high standards of behaviour
when conducting business.
The Board acknowledges its responsibility for the implementation
and oversight of the Company’s procedures for preventing
bribery, and the governance framework for training,
communication, monitoring, reporting and escalation of
compliance together with enforcing action as appropriate. The
Board has adopted a zero tolerance policy in this regard.
Criminal Finances Act 2017
The Company is subject to the Criminal Finances Act 2017 and
follows a zero tolerance policy to tax evasion and its facilitation.
The Directors are fully committed to complying with all legislation
and appropriate guidelines which are designed to prevent tax
evasion and the facilitation of tax evasion in the jurisdictions in
which the Company, its service providers, counterparties and
business partners operate.
Responsibility as an Institutional Shareholder
The Board has adopted the Manager’s Principles of Ownership
in relation to investments. These Principles include the pursuit of
an active investment policy through portfolio management
decisions, voting on resolutions at general meetings and
maintaining a continuing dialogue with the management of
investee companies. Fidelity International is a signatory to the UK
Stewardship Code which sets out the responsibilities of
institutional shareholders and agents. Further details of the
Manager’s Principles of Ownership and voting may be found at
www.fidelity.co.uk.
Relations with Shareholders
Communication with shareholders is given a high priority by the
Board and it liaises with the Manager and the Company’s Broker
who are in regular contact with the Company’s major institutional
investors to canvass shareholder opinion and to communicate its
views to shareholders. All Directors are made aware of
shareholders’ concerns and the Chairman, the Senior
Independent Director and, where appropriate, other Board
Directors, are available to meet with shareholders to discuss
strategy and governance. The Board regularly monitors the
shareholder profile of the Company and receives regular reports
from the Manager on meetings attended with shareholders and
any concerns raised in such meetings. The Board aims to provide
the maximum opportunity for dialogue between the Company
and shareholders. If any shareholder wishes to contact a
member of the Board directly, they should either email the
Company Secretary at investmenttrusts@fil.com or in writing at
FIL Investments International, Beech Gate, Millfield Lane, Lower
Kingswood, Tadworth, Surrey KT2 6RP. The Company Secretary
will attend to any enquiries promptly and ensure that they are
directed to the Chairman, the Senior Independent Director or the
Board as a whole, as appropriate.
The Board encourages all shareholders to attend the Company’s
AGM on 20 July 2022 at which they will have the opportunity to
meet and address questions to the Chairman, other members of
the Board, the Portfolio Manager and representatives of the
Manager.
Dale Nicholls, the Portfolio Manager, will be making a
presentation to shareholders highlighting the achievements and
challenges of the year past and the prospects for the year to
come. For those shareholders who would prefer not to attend in
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Annual Report 2022
person, we will live-stream the formal business and presentations
of the meeting online. Further details of how to join virtually are in
Note 8 in the Notes to the Notice of Meeting on page 99.
The Notice of Meeting on pages 97 to 100 sets out the business
of the AGM and the special business resolutions are explained
more fully on pages 42 and 43 of the Directors’ Report. A
separate resolution is proposed on each substantially separate
issue including the Annual Report and Financial Statements. The
Notice of Meeting and related papers are sent to shareholders
at least 20 working days before the AGM.
Voting Rights in the Company’s Shares
Every person entitled to vote on a show of hands has one vote.
On a poll, every shareholder who is present in person or by
proxy or representative has one vote for every ordinary share
held. At general meetings, all proxy votes are counted and,
except where a poll is called, proxy voting is reported for each
resolution after it has been dealt with on a show of hands. The
proxy voting results are disclosed on the Company’s pages of the
Manager’s website at www.fidelity.co.uk/china.
Articles of Association
Any changes to the Company’s Articles of Association must be
made by special resolution.
On behalf of the Board
Nicholas Bull
Chairman
30 May 2022
Corporate Governance Statement continued
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Annual Report 2022
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Fidelity China Special Situations PLC
INFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGYGOVERNANCE
Chairman’s Statement
The Directors’ Remuneration Report for the year ended 31 March
2022 has been prepared in accordance with the Large &
Medium-sized Companies & Groups (Accounts & Reports)
(Amendment) Regulations 2013 (the “Regulations”). As the Board
is comprised entirely of non-executive Directors and has no
employees, many parts of the Regulations, in particular those
relating to chief executive officer pay and employee pay, do not
apply and are therefore not disclosed in this report.
Ordinary resolutions to approve both the Directors’ Remuneration
Report and the Remuneration Policy will be put to shareholders
at the AGM on 20 July 2022. The Company’s Auditor is required
to audit certain sections of this report and where such disclosures
have been audited, the specific section has been indicated as
such. The Auditor’s opinion is included in its report on pages 57
to 64.
Directors’ Remuneration
The annual fee structure with effect from 1 April 2022 is as
follows: Chairman – £48,000 (2021: £45,000); Senior Independent
Director – £38,000 (2021: £36,000); Chairman of the Audit and
Risk Committee – £40,000 (2021: £38,000); and Director –
£31,650 (2021: £30,000). Directors’ remuneration is reviewed on
an annual basis to ensure that it remains competitive and
sufficient to attract and retain the quality of Directors needed to
manage the Company successfully.
The Board has a Remuneration Policy which is subject to a
binding vote, in the form of an ordinary resolution at every third
AGM. A binding vote means that if it is not successful, the Board
will be obliged to revise the policy and seek further shareholder
approval at a General Meeting specially convened for that
purpose. At last year’s AGM, the Company’s Articles of
Association were updated to amend the individual cap of
£50,000 per annum per Director to a new fee cap of £350,000 in
aggregate per annum. As a result, the Remuneration Policy below
has been updated to reflect this and will be put to shareholders
for approval at the AGM on 20 July 2022. No other changes have
been made.
The Remuneration Policy
The Company’s Articles of Association limit the aggregate fees
payable to the Directors to £350,000 per annum. Subject to this
overall limit, and based on the recommendations of the
Nomination and Remuneration Committee, it is the Board’s policy
to determine the level of Directors’ fees having regard to the time
spent by them on the Company’s affairs; the level of fees
payable to non-executive directors in the industry generally; the
requirement to attract and retain individuals with suitable
knowledge and experience; and the role individual Directors fulfil.
Other than fees and reasonable travel expenses incurred in
attending to the affairs of the Company, the Directors are not
eligible for any performance related pay or benefits, pension
related benefits, share options, long-term incentive schemes or
other taxable benefits. The Directors are not entitled to exit
payments and are not provided with any compensation for loss
of office.
The level of Directors’ fees is determined by the whole Board.
Directors do not vote on their own individual fees. The
Nomination and Remuneration Committee reviews the Company’s
Remuneration Policy and implementation on an annual basis.
Reviews are based on information provided by the Company’s
Manager and research from third parties and it includes
information on the fees of other similar investment trusts.
As a FTSE 350 company, and in accordance with provision 21 of
the 2018 UK Corporate Governance Code, the Board is required
to carry out an externally facilitated evaluation every third year of
its performance and this also includes input into the appropriate
level of Directors’ fees from an independent source.
No Director has a service contract with the Company. New
Directors are provided with a letter of appointment which,
amongst other things, provides that their appointment is subject
to the Companies Act 2006 and the Company’s Articles of
Association. Copies of the Directors’ letters of appointment are
available at each of the Company’s Annual General Meetings
and can be obtained from the Company’s registered office.
In common with most investment trusts there is no Chief Executive
Officer and there are no employees.
The Company’s Remuneration Policy will apply to new Board
members, who will be paid at the same level of fees as current
Board members.
Voting on the Remuneration Policy
The Remuneration Policy (the “Policy”), as set out in last year’s
Annual Report, was approved at the AGM on 23 July 2020 with
99.84% of votes cast in favour, 0.11% of votes cast against and 0.05%
of votes withheld. The current Policy has been followed throughout
the year ended 31 March 2022 and up to the date of this report. The
next vote will be put to shareholders at the AGM on 20 July 2022
and the votes cast will be disclosed on the Company’s pages of the
Manager’s website at: www.fidelity.co.uk/china.
Voting on the Directors’ Remuneration Report
At the AGM held on 20 July 2021, 99.88% of votes were cast in
favour of the Directors’ Remuneration Report for the year ended
31 March 2021, 0.08% of votes were cast against and 0.04% of
votes were withheld.
The Directors’ Remuneration Report for the year ended 31 March
2022 will be put to shareholders at the AGM on 20 July 2022,
and the votes cast will be disclosed on the Company’s pages of
the Manager’s website at: www.fidelity.co.uk/china.
Single Total Figure of Directors’ Remuneration
The single total aggregate Directors’ remuneration for the year
under review was £185,383 (2021: £161,496). This includes
expenses incurred by Directors in attending to the affairs of the
Company and are considered by HMRC to be a taxable expense.
Information on individual Directors’ fees and taxable Directors’
expenses are shown in the table on the next page. The fees for
2022 are higher than 2021 due to the crossover between
Directors’ retirement and appointment. This is part of the Board’s
succession planning.
Directors’ Remuneration Report
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2023 2022 2022 2022 2021 2021 2021
Projected
Total
Fees
(Audited)
Taxable
Expenses*
(Audited)
Total
(Audited)
Fees
(Audited)
Taxable
Expenses*
(Audited)
Total
(Audited)
(£) (£) (£) (£) (£) (£) (£)
Remuneration of Directors
Nicholas Bull
1
14,597 45,000 45,000 42,000 42,000
Mike Balfour
2
45,699 38,000 3,722 41,722 32,000 1,186 33,186
Alastair Bruce
3
37,570 22,500 22,500 n/a n/a n/a
Vanessa Donegan
4
31,650 31,000 31,000 18,375 18,375
Peter Pleydell-Bouverie
5
n/a n/a n/a n/a 9,935 9,935
Elisabeth Scott
6
n/a 10,938 10,938 31,500 31,500
Linda Yueh
7
38,000 34,208 15 34,223 26,500 26,500
Georgina Field
8
23,759 n/a n/a n/a n/a n/a n/a
Total 191,275 181,646 3,737 185,383 160,310 1,186 161,496
* Travel expenses incurred in attending to the affairs of the Company.
1 Retiring on 20 July 2022.
2 To be appointed as Chairman on 20 July 2022.
3 Appointed on 1 July 2021. To be appointed as Chairman of the Audit and Risk Committee on 20 July 2022.
4 Chair of the Investment Committee until 31 May 2021.
5 Retired on 23 July 2020.
6 Retired on 20 July 2021.
7 Appointed as Senior Independent Director on 20 July 2021.
8 To be appointed on 1 July 2022.
Five Year Change Comparison in Directors’ Remuneration
The table below sets out the change in Directors’ fees over the last five years.
Director 2022 2017 Change (%)
Chairman 45,000 42,000 +7.1%
Senior Independent Director 36,000 31,500 +14.3%
Audit and Risk Committee Chairman 38,000 32,000 +18.8%
Director 30,000 26,500 +13.2%
Expenditure on Remuneration and Distributions to Shareholders
The table below shows the total amount paid out on Directors’ remuneration and in distributions to shareholders. The projected
Directors’ remuneration for the year ending 31 March 2023 is disclosed in the table above.
31 March
2022
£
31 March
2021
£
Expenditure on Remuneration:
Aggregate of Directors’ Fees 185,383 161,496
Distribution to Shareholders:
Dividend payments 24,124,000 22,127,000
Shares repurchased 4,448,000 58,558,000
Directors’ Remuneration Report continued
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Annual Report 2022
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Fidelity China Special Situations PLC
INFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGYGOVERNANCE
Performance
The Company’s NAV per share total return and share price total return performance are measured against the return of the MSCI
China Index (in UK sterling terms) as this is the most appropriate Benchmark in respect of its asset allocation. The graph below shows
performance for ten years to 31 March 2022.
Total Return Performance for Ten Years to 31 March 2022
+253.3%
+89.3%
0
25
50
75
100
125
150
175
200
225
250
275
300
325
350
375
400
425
450
475
500
+259.8%
NAV per Share
Share Price
MSCI China Index
(in UK sterling terms)
Mar 11
Mar 12
Mar 13
Mar 14
Mar 15
Mar 16
Mar 17
Mar 18
Mar 19
Mar 22
Mar 21
Mar 20
Directors’ Interest in Ordinary Shares
Although there is no requirement for the Directors to hold shares in the Company, shareholdings by Directors are encouraged. The
interests of the Directors in the shares of the Company are shown in the table below. All of the shareholdings are beneficial. The
Portfolio Manager, Dale Nicholls, also holds shares in the Company.
Directors’ Shareholdings (Audited)
31 March
2022
31 March
2021
Change
during year
Nicholas Bull 110,804 110,804
Mike Balfour 65,000 65,000
Alastair Bruce
1
43,800 n/a 43,800
Vanessa Donegan
2
10,000 5,128 4,872
Elisabeth Scott
3
n/a 19,819
Linda Yueh 2,318 2,318
Georgina Field
4
n/a n/a n/a
1 Appointed on 1 July 2021. Purchase of shares.
2 Purchase of shares.
3 Retired on 20 July 2021.
4 To be appointed on 1 July 2022.
The above shareholdings remain unchanged as at the date of this report.
On behalf of the Board
Nicholas Bull
Chairman
30 May 2022
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The Directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with applicable
United Kingdom law and regulations.
Company law requires the Directors to prepare Financial
Statements for each financial period. Under that law they have
elected to prepare the Financial Statements in accordance with
UK-adopted International Accounting Standards (“IFRS”) in
conformity with the requirements of the Companies Act 2006 and
IFRIC interpretations. 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 the profit or loss for the reporting period.
In preparing these Financial Statements the Directors are
required to:
select suitable accounting policies in accordance with IAS 8:
Accounting Policies, Changes in Accounting Estimates and
Errors, and then apply them consistently;
make judgements and estimates that are reasonable and
prudent;
present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other
events and conditions on the Company’s financial position
and financial performance;
state whether applicable IFRS and IFRIC interpretations have
been followed, subject to any material departures disclosed
and explained in the Financial Statements; and
prepare the Financial Statements on the going concern basis
unless it is inappropriate to assume that the Company will
continue in business.
The Directors are responsible for ensuring that adequate
accounting records are kept which disclose with reasonable
accuracy at any time the financial position of the Company and
to enable them to ensure that the Financial Statements comply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, a Directors’ Report,
a Corporate Governance Statement and a Directors’
Remuneration Report that comply with that law and those
regulations.
The Directors have delegated to the Manager the responsibility
for the maintenance and integrity of the corporate and financial
information included on the Company’s pages of the Manager’s
website at www.fidelity.co.uk/china. Visitors to the website need
to be aware that legislation in the UK governing the preparation
and dissemination of the Financial Statements may differ from
legislation in their own jurisdictions.
The Directors confirm that to the best of their knowledge:
The Financial Statements, prepared in accordance with
UK-adopted International Accounting Standards (“IFRS”) in
conformity with the requirements of the Companies Act 2006
and IFRIC interpretations, give a true and fair view of the
assets, liabilities, financial position and profit of the
Company; and
The Annual Report includes a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal risks
and uncertainties it faces.
The Directors consider that the Annual Report and Financial
Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for
shareholders to assess the Company’s performance, business
model and strategy.
Approved by the Board on 30 May 2022 and signed on its behalf
by:
Nicholas Bull
Chairman
Statement of Directors’ Responsibilities
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Annual Report 2022
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Fidelity China Special Situations PLC
INFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGYGOVERNANCE
I am pleased to present the formal report of the Audit and Risk
Committee (the “Committee”) to shareholders.
The primary responsibilities of the Committee are to ensure the
integrity of the Company’s financial reporting, the
appropriateness of the risk management and internal controls
processes and the effectiveness of the independent audit process
and how this has been assessed for the year ended 31 March
2022.
Composition of the Committee
The members of the Committee are myself as Chairman, and all
of the other Directors, except for Nicholas Bull. This is in line with
the recommendation in the 2018 UK Corporate Governance
Code that the Chairman of the Board should not be a member of
the Audit and Risk Committee. He will generally be invited to
attend the Committee meetings as a guest. The Committee
members are considered independent non-executive Directors
and collectively have sufficient recent and relevant financial
experience to discharge their responsibilities fully.
The Committee’s performance is evaluated annually as part of
the overall Board evaluation process.
Role and Responsibilities of the Committee
The Committee’s authority and duties are clearly defined in its
terms of reference which are available on the Company’s pages
of the Manager’s website at www.fidelity.co.uk/china. These
duties include:
Establishing with the Auditor the nature and scope of the
audit, reviewing the Auditor’s quality control procedures and
reporting, the effectiveness of the audit process and the
Auditor’s independence and objectivity with particular
regard to the provision of non-audit services;
Responsibility for making recommendations on the
appointment, reappointment and removal of the Auditor;
Reviewing the effectiveness of the Company’s risk
management and internal control systems (including
financial, operational and compliance controls), considering
the scope of the work undertaken by the Manager’s Internal
Audit department, including review of the work performed by
Internal Audit, and reviewing the Company’s procedures for
detecting fraud;
Monitoring the integrity of the Company’s half-yearly and
annual financial statements to ensure they are fair, balanced
and understandable;
Reviewing the existence and performance of all controls
operating in the Company, including the review of internal
controls reporting of its service providers; and
Reviewing the relationship with and the performance of third
party service providers (such as the Registrar, Custodian and
Depositary).
Meetings and Business considered by the Committee
Since the date of the last Annual Report (7 June 2021), the Committee has met four times and the Auditor attended three of the
meetings.
The following matters were reviewed at each Committee meeting:
The Company’s risk management and internal controls framework;
The Company’s compliance with its investment policy limits;
The valuation of unlisted investments;
The Depositary’s Oversight Reporting;
The Company’s revenue and expenses forecasts and its Balance Sheet;
The Company’s Ongoing Charge;
The management fee calculations; and
The Committee’s Terms of Reference.
Report of the Audit and Risk Committee
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In addition, the following matters were considered at these meetings:
November 2021
The Half-Yearly Report and Financial Statements and recommendation of its approval to
the Board
The Going Concern Statement
The Manager’s Risk Management Process Document
February 2022
The Auditor’s engagement letter and audit plan for the Company’s year ending 31 March
2022, including the proposed audit fee
Review of the Company’s operational resilience
Review of Fidelity’s AAF Reports (assurance reports on internal control)
Review of Fidelity’s Investment Trusts AAF Controls Report from PricewaterhouseCoopers LLP
Internal Audit reporting, including review of the internal audit plan
Cybersecurity update
Review of Variable Interest Entities Structures and its continued validity
March 2022
Review and challenge of the valuations of the Company’s unlisted investments with the
Manager and the independent valuer, Kroll (previously Duff & Phelps). See further details
on the next page.
May 2022
The Auditor’s findings from the audit of the Company
The Auditor’s performance, independence and reappointment
Compliance with Corporate Governance and regulatory requirements
The Annual Report and Financial Statements and recommendation of its approval to the
Board
The Viability, Fair, Balanced and Understandable and Going Concern Statements,
including the ongoing impact of the pandemic on the Company’s performance, prospects
and operations
The final dividend payment to be recommended to the Board and shareholders for
approval
Annual Report and Financial Statements
The Annual Report and Financial Statements are the responsibility of the Board and the Statement of Directors’ Responsibilities can be
found on page 52. The Committee advises the Board on the form and content of the Annual Report and Financial Statements, any issues
which may arise in relation to these and on any specific areas which require judgement. The Committee members apply their expertise
and knowledge in reviewing disclosures made in order to ensure that the Financial Statements are fair, balanced and understandable.
Significant Issues considered by the Committee during the year
Summarised below and on the next page are the most significant issues considered by the Committee in respect of these Financial
Statements and how these were addressed.
Recognition of
Investment Income
Investment income is recognised in accordance with Accounting Policy Note 2 (f) on page 70.
The Manager provided detailed revenue forecasts which the Committee reviewed and sought
explanations for any significant variances to these forecasts. The Committee also considered the
allocation of special dividends between revenue and capital and the reasons for classification of
these special dividends. The Committee reviewed the internal audit and compliance monitoring
reports received from the Manager, including an additional internal controls report (AAF” report)
prepared by PricewaterhouseCoopers LLP (“PwC”) on behalf of the Manager, to satisfy itself that
adequate systems were in place for properly recording the Company’s investment income. The
Committee also reviewed reports provided by the Auditor on its work on the recognition of
investment income.
Report of the Audit and Risk Committee continued
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INFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGYGOVERNANCE
Valuation, existence
and ownership
of investments
(including derivative
instruments)
The valuation of investments (including derivative instruments) is in accordance with Accounting
Policy Notes 2 (l) and 2 (m) on pages 71 and 72. The Committee took comfort from the
Depositary’s regular oversight reports that investment related activities are conducted in
accordance with the Company’s investment policy. The Committee received reports from the
Manager, the Depositary and an additional AAF report prepared by PwC on behalf of the
Manager which concluded that the controls around the valuation, existence and ownership of
investments operate effectively. The Committee’s review included the impact of the ongoing
pandemic on the Company’s portfolio from market volatility. The Committee also reviewed the
reports provided by the Auditor on its work on the valuation, existence and ownership of the
Company’s investments, including the derivative and unlisted investments.
Valuation of the
Unlisted Investments
Under the AIFMD, the Manager as the AIFM, is authorised for performing the valuation of the
assets in the Company’s portfolio, including the unlisted investments. The valuation of unlisted
investments is in accordance with Accounting Policy Notes 2 (e) and (l) on pages 69 to 72. The
Manager is responsible for valuing the Company’s unlisted investments. The valuation of the
unlisted investments is proposed by the Manager’s Fair Value Committee (“FVC”) to the
Committee who in turn reports these to the Board to ensure that the Directors are satisfied that
the process that the FVC adopts in recommending the valuation is rigorous, reasonable and
independent. The Committee receives reporting from the FVC which includes recommendations
from Kroll (previously Duff & Phelps), an external company that provides global financial
information and services. The FVC report also includes detailed input from the Fidelity analysts
covering the unlisted companies. The Committee reviews and challenges the proposed valuation
methodologies for all of the unlisted investments. Ahead of the Company’s year end, the
Committee had a meeting to specifically review the valuation of the unlisted investments. The FVC
and Kroll provided detailed analysis on the proposed valuation of each unlisted investment which
the Committee reviewed and applied judgement to gain comfort on the proposed valuations.
As part of this process, the Committee applied its judgement on estimates within the valuations
proposed by the FVC and Kroll to ensure that any differences in valuations proposed were not
thought to be material.
In addition, the Auditor reviewed the valuations of the unlisted investments in the Company’s
portfolio and reported its findings at the May 2022 Audit and Risk Committee meeting.
Management fee
calculation
The Company has a variable management fee structure in place. At each Committee meeting,
the Manager reports on the accruals for the variable part of the fee that have been included in
the Company’s NAV and confirms that it has been calculated in accordance with the
Management Agreement. These variable management fee accruals are reviewed by the
Committee. It also receives reporting on the work carried out by the Auditor that the Company’s
variable management fee has been calculated in accordance with the terms of the Management
Agreement.
The Company confirms that it has complied with the September
2014 Competition and Markets Authority Order in relation to the
performance and appointment of the Auditor, as set out below.
Independence and Effectiveness of the Audit Process
Ernst & Young LLP acted as the Company’s Auditor for the year
ended 31 March 2022.
With regard to the independence of the Auditor, the Committee
reviewed:
The Auditor’s arrangements for managing any conflicts of
interest;
The fact that no non-audit services were provided to the
Company during the reporting year and as at the date of
this report; and
The statement by the Auditor that it remains independent
within the meaning of the regulations and their professional
standards.
With regard to the effectiveness of the audit process, the
Committee reviewed:
The fulfilment by the Auditor of the agreed audit plan,
including the audit team’s approach to significant risks;
The audit findings report issued by the Auditor on the audit
of the Annual Report and Financial Statements for the year
ended 31 March 2022; and
Feedback from the Manager on the audit of the Company.
The Committee concluded that the Auditor continues to remain
independent and the audit process remains effective.
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Auditor’s Appointment and Audit Tenure
Ernst & Young LLP was appointed as the Company’s Auditor on
30 November 2015 following a formal audit tender process. The
Committee has reviewed the Auditor’s independence and the
effectiveness of the audit process prior to recommending its
reappointment for a further year. The Auditor is required to rotate
audit partners every five years and this is the second year that
the Audit Partner, Susan Dawe, has been in place. The
Committee will continue to review the Auditor’s appointment each
year to ensure that the Company is receiving an optimal level of
service. There are no contractual obligations that restrict the
Company’s choice of auditor.
Audit Fees
Fees paid to the Auditor for the audit of the Company’s Financial
Statements are disclosed in Note 5 on page 75. The audit fee for
the reporting year was £52,500 (2021: £40,000).
Mike Balfour
Chairman of the Audit and Risk Committee
30 May 2022
Report of the Audit and Risk Committee continued
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
Independent Auditor’s Report to the Members
of Fidelity China Special Situations PLC
Opinion
We have audited the Financial Statements of Fidelity China
Special Situations PLC (the Company) for the year ended
31 March 2022 which comprise the Income Statement, the
Statement of Changes in Equity, the Balance Sheet, the Cash Flow
Statement 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
UK-adopted international accounting standards.
In our opinion, the Financial Statements:
give a true and fair view of the Company’s affairs as at
31March 2022 and of its loss for the year then ended;
have been properly prepared in accordance with UK-
adopted international accounting standards; 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 of 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 FRC’s Ethical Standard as
applied to listed public interest entities, 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 Directors’ 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 process by engaging with the Directors
and the Company Secretary to determine if all key factors
were considered in their assessment.
Inspecting the Directors’ assessment of going concern,
including the revenue forecast, for the period to 30 May 2023
which is at least 12 months from the date the Financial
Statements were authorised for issue. 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 COVID-19 pandemic, as applied to the revenue
forecast. Considered the appropriateness of the methods
used to calculate the forecast and determined, through
testing of the methodology and calculations, that the
methods utilised were appropriate to be able to make an
assessment for the Company.
In relation to the Company’s borrowing arrangements,
inspecting the Directors’ assessment of the risk of breaching
the debt covenants as a result of a reduction in the value of
the Company’s portfolio. Recalculating the Company’s
compliance with debt covenants in the scenarios assessed
by the Directors and performing reverse stress testing in
order to identify what factors would lead to the Company
breaching the financial covenants.
Considering the mitigating factors included in the revenue
forecasts that are within the control of the Company,
including a review of the Company’s assessment of the
liquidity of the investments held and evaluating the
Company’s ability to sell investments in order to cover the
working capital requirements of the Company.
Reviewing the Company’s going concern disclosures
included in the Annual Report in order to assess whether the
disclosures were appropriate and in conformity with the
reporting standards.
Based on the work we have performed, we have not identified
any 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 the period
to 30 May 2023 which is at least 12 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
of this report. However, because not all future events or
conditions can be predicted, this statement is not a guarantee as
to the Company’s ability to continue as a going concern.
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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 and resultant impact on the unrealised gains/(losses) of the
unlisted investments.
Risk of incorrect valuation of the listed investments or ownership of the entire investment
portfolio.
Materiality
Overall materiality of £14.01m which represents 1% of the Company’s net asset value as at
31 March 2022.
An overview of the scope of our audit
Tailoring the scope
Our assessment of 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
of the Company and effectiveness of 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
There has been increasing interest from stakeholders as to how climate change will impact companies. The Company has determined
that the impact of climate change could affect the Company’s investments and their valuations and potentially shareholder returns.
This is explained on page 33 in the principal and emerging risks section, which forms part of the “Other information,” rather than the
audited Financial Statements. Our procedures on these disclosures therefore consisted solely of considering whether they are
materially inconsistent with the Financial Statements or our knowledge obtained in the course of the audit or otherwise appear to be
materially misstated.
Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures in the Financial Statements
as set out in Note 2(a) and conclusion that there was no further impact of climate change to be taken into account. In line with
UK-adopted international accounting standards investments are valued at fair value, which for the Company are quoted bid prices for
investments in active markets at the balance sheet date. Investments which are unlisted are priced using market-based valuation
approaches. All investments therefore reflect the market participants view of climate change risk on the investments held by the
Company. We also challenged the Directors’ considerations of climate change in their assessment of going concern and viability and
associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial
Statements of the current period and include the most significant 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 resources
in the audit; and directing the efforts of the engagement team. These 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.
Independent Auditor’s Report to the Members
of Fidelity China Special Situations PLC continued
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
Risk Our response to the risk Key observations
communicated to
the Audit and Risk
Committee
Incomplete or inaccurate revenue
recognition, including the
classification of special dividends
as revenue or capital items in the
Income Statement
Refer to the Report of the Audit and Risk
Committee (page 54); Accounting Policies
(page 70); and Note 3 of the Financial
Statements (page 74).
The Company has reported revenue of £41.3m
(2021: £32.8m).
During the year, the Company received special
dividends amounting to £2.4m (2021: £30.0m), of
which £2.4m (2021: £0.9m) was classified as
revenue and £nil (2021: £29.1m) 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.
We have performed the following procedures:
We obtained an understanding of the processes
and controls surrounding revenue recognition
and classification of special dividends by
performing our walkthrough procedures to
evaluate the design and implementation of
controls.
For a sample of dividends and contracts for
difference, 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, which was
agreed to an independent data vendor. We
agreed amounts to bank statements or broker
statements and, where applicable, we agreed
the exchange rates to an external source.
For all dividends accrued, we agreed dividend
entitlement to an independent data vendor and,
where applicable, we agreed the amount
receivable to post year-end bank statements.
To test completeness of recorded income, we
verified that expected dividends for a sample of
investee companies held during the year had
been recorded as income with reference to
investee company announcements obtained
from an independent data vendor.
We performed a review of the income report
and acquisition and disposal reports to evaluate
all dividends received and accrued during the
period that are above our testing threshold. We
identified which of the dividends above our
testing threshold are special dividends with
reference to an external source.
For each of the special dividends above our
testing threshold, we recalculated the amount
received and assessed the appropriateness of
classification as revenue by reviewing the
rationale for the underlying distribution.
The results of our
procedures identified
no material
misstatement in
relation to the risk of
incomplete or
inaccurate revenue
recognition, including
the classification of
special dividends as
revenue or capital
items in the Income
Statement.
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Risk Our response to the risk Key observations
communicated to
the Audit and Risk
Committee
Incorrect valuation and resultant
impact on the unrealised
gains/(losses) of the unlisted
investments
Refer to the Report of the Audit and Risk
Committee (page 55); Accounting Policies
(pages 71 and 72); and Note 19 of the Financial
Statements (pages 91 to 93).
As at 31 March 2022 the Company had ten
unlisted investments with a value of £194.7m
(2021: nine unlisted investments with a value of
£166.5m) and an unrealised gain of £17.8m
(2021: unrealised losses of £1.6m).
We considered that the degree of subjectivity,
including the level of management judgement
and the risk that the valuation does not reflect
the most up to date information, results in a
fraud risk over misstatement of the valuation of
unlisted securities.
The valuation of the unlisted investments is
approved by the Directors following a detailed
review and appropriate challenge of the
valuations proposed by the Manager’s Fair
Value Committee. The Manager engages Kroll
(formerly Duff & Phelps) to perform a valuation
which is then considered by the Manager’s Fair
Value Committee. The unlisted investment policy
applies methodologies consistent with the
International Private Equity and Venture Capital
Valuation guidelines (“IPEV).
We have performed the following procedures:
We obtained an understanding of the processes
and controls surrounding unlisted investment
pricing and by performing our walkthrough
procedures to evaluate the design and
implementation of controls.
For all of the unlisted investments held at the
year-end, our specialist Valuations and Business
Modelling team reviewed and challenged the
valuations. This included:
Reviewing the latest valuation papers by
Kroll, a third party service provider;
Assessing whether the valuations have been
performed in line with the IPEV guidelines;
Assessing the appropriateness of the data
inputs and challenging the assumptions
used to support the valuations; and
Assessing other facts and circumstances,
such as market movement and comparative
information, that could have an impact on
the fair market value of the investments.
We obtained and assessed the valuation papers
including the assumptions and judgements in
determining the fair value of the unlisted
investments held by the Company at the
year-end.
Agreed the cost of the new unlisted investments
to supporting share purchase agreements and
traced the payments to bank statement.
Agreed 100% of exchange rates to a relevant
independent data vendor.
We recalculated the total unrealised gains/
losses on unlisted investments as at the year-end
using the book-cost reconciliation.
The results of our
procedures identified
no material
misstatement in
relation to the risk of
incorrect valuation and
resultant impact on the
unrealised gains/
(losses) of the unlisted
investments.
Independent Auditor’s Report to the Members
of Fidelity China Special Situations PLC continued
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
Risk Our response to the risk Key observations
communicated to
the Audit and Risk
Committee
Incorrect valuation of the listed
investments or ownership of the
entire investment portfolio
Refer to the Report of the Audit and Risk
Committee (page 55); Accounting Policies
(pages 71 and 72); and Notes 10 and 11 of the
Financial Statements (pages 78 and 79).
The valuation of the listed equity investments
portfolio and listed derivatives as at the
year-end was £1,177.3m (2021: £2,011.9m)
comprising £1,170.8m (2021: £2,000.8m) of listed
equity investments, and £6.5m of net listed
derivatives (2021: £11.1m).
The valuation of the assets held in the
investment portfolio is the key driver of the
Company’s net asset value and total return.
Incorrect investment pricing, or a failure to
maintain proper legal title to the investments
held by the Company could have a significant
impact on the portfolio valuation and the return
generated for shareholders.
The fair value of the listed investments and
derivatives is determined using quoted market
prices at close of business on the reporting date.
We have performed the following procedures:
We obtained an understanding of the processes
and controls surrounding investment pricing and
legal title by performing our walkthrough
procedures.
For all listed equity investments in the portfolio,
we compared the market prices and exchange
rates applied to an independent data vendor
and recalculated the investment and derivative
valuations as at the year-end. For all derivatives,
we compared the market prices of the
underlying instrument to an independent pricing
vendor and agreed cost price to the Brokers’
confirmations.
We inspected the stale pricing report produced
by the Manager to identify prices that have not
changed around the year-end and verified
whether the listed price is a valid fair value
through review of trading activity.
We compared the Company’s investment
holdings at 31 March 2022 to the independent
confirmation received directly from the
Company’s Custodian and Depositary. We
agreed all year-end open derivative positions to
confirmations received independently from the
Company’s brokers.
The results of our
procedures identified
no material
misstatement in
relation to the risk of
incorrect valuation of
the listed investments
or ownership of the
entire investment
portfolio.
Our key audit matters remain unchanged from the prior year.
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 of our audit procedures.
We determined materiality for the Company to be £14.01m
(2021: £21.8m), which is 1% (2021: 1%) of the Company’s net
asset value. We believe that net asset value provides 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, together with our
assessment of the Company’s overall control environment, our
judgement was that performance materiality was 75% (2021:
75%) of our planning materiality, namely £10.5m (2021: £16.4m).
We have set performance materiality at this percentage due to
our past experience of the audit that indicates a lower risk of
misstatements, both corrected and uncorrected.
Reporting threshold
An amount below which identified misstatements are considered
as being clearly trivial.
We agreed with the Audit and Risk Committee that we would
report to them all uncorrected audit differences in excess of
£0.7m (2021: £1.1m), which is set at 5% of planning materiality,
as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
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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 £1.7m (2021: £1.3m), being 5% of the net return on ordinary
activities before taxation (2021: 5% of the net return on ordinary
activities before taxation)
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
information 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
inconsistent with the Financial Statements or our knowledge
obtained in the course of 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 this gives rise to a material 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’ Report 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
adequate 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.
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 Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance 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 40;
Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the
period is appropriate set out on page 36;
Director’s statement on whether it has a reasonable
expectation that the Company will be able to continue in
operation and meets its liabilities set out on page 40;
Directors’ statement on fair, balanced and understandable
set out on page 52;
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 33;
The section of the Annual Report that describes the review
of effectiveness of risk management and internal control
systems set out on pages 46 and 47; and
The section describing the work of the Audit and Risk
Committee set out on page 53.
Independent Auditor’s Report to the Members
of Fidelity China Special Situations PLC continued
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Fidelity China Special Situations PLC
GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
Responsibilities of Directors
As explained more fully in the Statement of Directors’
Responsibilities set out on page 52, the Directors are responsible
for the preparation of the Financial Statements and for being
satisfied that they give a true and fair 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 Directors 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 aggregate, 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 above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through
collusion. The extent to which our procedures are capable of
detecting irregularities, 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 the UK-adopted
international accounting standards, the Companies Act
2006, the Association of Investment Companies Code of
Corporate Governance, the Association of Investment
Companies’ Statement of Recommended Practice, the Listing
Rules, the 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 and Risk
Committee and Company Secretary and review of Board
minutes and the Company’s documented policies and
procedures.
We assessed the susceptibility 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
incorrect classification of special dividends as revenue or
capital items in the Income Statement and the incorrect
valuation and resultant impact on the unrealised gains/
(losses) of the unlisted investments. 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.
Other matters we are required to address
Following the recommendation from the Audit and Risk
Committee, we were appointed by the Company on
30November 2015 to audit the Financial Statements for the
year ending 31 March 2016 and subsequent financial
periods.
The period of total uninterrupted engagement including previous
renewals and reappointments is 7 years, covering the years
ending 31 March 2016 to 31 March 2022.
The audit opinion is consistent with the additional report to
the Audit and Risk Committee.
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Independent Auditor’s Report to the Members
of Fidelity China Special Situations PLC continued
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 responsibility 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.
Susan Dawe
(Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Edinburgh
30 May 2022
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Fidelity China Special Situations PLC
GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
Income Statement
for the year ended 31 March 2022
The Notes on pages 69 to 94 form an integral part of these Financial Statements.
Year ended 31 March 2022 Year ended 31 March 2021
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
Investment income 3 29,638 29,638 21,012 21,012
Derivative income 3 11,595 11,595 11,689 11,689
Other income 3 42 42 80 80
Total income 41,275 41,275 32,781 32,781
(Losses)/gains on investments at
fair value through profit or loss 10 (603,831) (603,831) 725,388 725,388
(Losses)/gains on derivative
instruments 11 (160,189) (160,189) 266,752 266,752
Foreign exchange gains/(losses)
on other net assets 1,429 1,429 (12,401) (12,401)
Foreign exchange (losses)/gains
on bank loan (3,569) (3,569) 7,825 7,825
Total income and (losses)/gains 41,275 (766,160) (724,885) 32,781 987,564 1,020,345
Expenses
Investment management fees 4 (3,984) (15,659) (19,643) (4,119) (14,472) (18,591)
Other expenses 5 (1,393) (25) (1,418) (1,260) (108) (1,368)
Profit/(loss) before finance costs
and taxation 35,898 (781,844) (745,946) 27,402 972,984 1,000,386
Finance costs 6 (1,663) (4,989) (6,652) (2,253) (6,758) (9,011)
Profit/(loss) before taxation 34,235 (786,833) (752,598) 25,149 966,226 991,375
Taxation 7 (1,186) (1,186) (760) (760)
Profit/(loss) after taxation for the
year 33,049 (786,833) (753,784) 24,389 966,226 990,615
Earnings/(loss) per ordinary share 8 6.42p (152.81p) (146.39p) 4.70p 186.11p 190.81p
The Company does not have any income or expenses that are not included in the profit/(loss) after taxation for the year. Accordingly
the profit/(loss) after taxation for the year is also the total comprehensive income for the year and no separate Statement of
Comprehensive Income has been presented.
The total column of this statement represents the Income Statement of the Company. The revenue and capital columns are
supplementary and presented for information purposes as recommended by the Statement of Recommended Practice issued by
the AIC.
All the profit/(loss) and total comprehensive income is attributable to the equity shareholders of the Company. There are no minority
interests.
No operations were acquired or discontinued in the year and all items in the above statement derive from continuing operations.
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Statement of Changes in Equity
for the year ended 31 March 2022
Notes
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Other
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
equity
£’000
Total equity at 31 March 2021 5,710 211,569 917 248,491 1,676,791 39,499 2,182,977
Repurchase of ordinary shares 16 (4,448) (4,448)
(Loss)/profit after taxation for
the year (786,833) 33,049 (753,784)
Dividend paid to shareholders 9 (24,124) (24,124)
Total equity at 31 March 2022 5,710 211,569 917 244,043 889,958 48,424 1,400,621
Total equity at 31 March 2020 5,713 211,569 914 307,049 710,565 37,237 1,273,047
Repurchase of ordinary shares 16 (58,558) (58,558)
Cancellation of ordinary shares
from Treasury 16 (3) 3
Profit after taxation for the year 966,226 24,389 990,615
Dividend paid to shareholders 9 (22,127) (22,127)
Total equity at 31 March 2021 5,710 211,569 917 248,491 1,676,791 39,499 2,182,977
The Notes on pages 69 to 94 form an integral part of these Financial Statements.
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Fidelity China Special Situations PLC
GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
Notes
31 March
2022
£’000
31 March
2021
£’000
Non-current assets
Investments at fair value through profit or loss 10 1,365,485 2,167,275
Current assets
Derivative instruments 11 23,994 33,296
Amounts held at futures clearing houses and brokers 32,220 19,872
Other receivables 12 14,204 22,749
Cash at bank 73,673 66,404
144,091 142,321
Current liabilities
Derivative instruments 11 (17,524) (22,208)
Bank loan 13 (76,043)
Other payables 14 (15,388) (31,937)
(108,955) (54,145)
Net current assets 35,136 88,176
Total assets less current liabilities 1,400,621 2,255,451
Non-current liabilities
Bank loan 15 (72,474)
Net assets 1,400,621 2,182,977
Equity attributable to equity shareholders
Share capital 16 5,710 5,710
Share premium account 17 211,569 211,569
Capital redemption reserve 17 917 917
Other reserve 17 244,043 248,491
Capital reserve 17 889,958 1,676,791
Revenue reserve 17 48,424 39,499
Total equity 1,400,621 2,182,977
Net asset value per ordinary share 18 272.52p 423.50p
The Financial Statements on pages 65 to 94 were approved by the Board of Directors on 30 May 2022 and were signed on its behalf by:
Nicholas Bull
Chairman
Balance Sheet
as at 31 March 2022
Company number 7133583
The Notes on pages 69 to 94 form an integral part of these Financial Statements.
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Cash Flow Statement
for the year ended 31 March 2022
Year ended
31 March
2022
£’000
Year ended
31 March
2021
£’000
Operating activities
Cash inflow from investment income 26,752 20,241
Cash inflow from derivative income 11,481 11,794
Cash inflow from other income 42 80
Cash outflow from Directors’ fees (181) (201)
Cash outflow from other payments (21,626) (18,580)
Cash outflow from the purchase of investments (733,693) (1,159,050)
Cash outflow from the purchase of derivatives (4,095) (23,789)
Cash outflow from the settlement of derivatives (549,387) (258,808)
Cash inflow from the sale of investments 936,723 998,888
Cash inflow from the settlement of derivatives 387,497 539,536
Cash (outflow)/inflow from amounts held at futures clearing houses and brokers (12,348) 19,623
Net cash inflow from operating activities before servicing of finance 41,165 129,734
Financing activities
Cash outflow from loan interest paid (2,009) (2,140)
Cash outflow from CFD interest paid (3,037) (5,924)
Cash outflow from short CFD dividends paid (1,707) (703)
Cash outflow from the repurchase of ordinary shares (4,448) (58,558)
Cash outflow from dividends paid to shareholders (24,124) (22,127)
Cash outflow from financing activities (35,325) (89,452)
Increase in cash at bank 5,840 40,282
Cash at bank at the start of the year 66,404 38,523
Effect of foreign exchange movements 1,429 (12,401)
Cash at bank at the end of the year 73,673 66,404
The Notes on pages 69 to 94 form an integral part of these Financial Statements.
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Fidelity China Special Situations PLC
GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
Notes to the Financial Statements
1 Principal Activity
Fidelity China Special Situations PLC is an Investment Company incorporated in England and Wales with a premium listing on the
London Stock Exchange. The Company’s registration number is 7133583, and its registered office is Beech Gate, Millfield Lane, Lower
Kingswood, Tadworth, Surrey KT20 6RP. The Company has been approved by HM Revenue & Customs as an Investment Trust under
Section 1158 of the Corporation Tax Act 2010 and intends to conduct its affairs so as to continue to be approved.
2 Accounting Policies
The Company’s Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards (“IFRS”)
in conformity with the requirements of the Companies Act 2006, IFRIC interpretations, and as far as it is consistent with IFRS, with
the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts (“SORP)
issued by the Association of Investment Companies (AIC”) in April 2021. The accounting policies adopted in the preparation of these
Financial Statements are summarised below.
a) Basis of accounting – The Financial Statements have been prepared on a going concern basis and under the historical cost
convention, except for the measurement at fair value of investments and derivative instruments. The Directors have a reasonable
expectation that the Company has adequate resources to continue in operational existence up to 31 May 2023 which is at least twelve
months from the date of approval of these Financial Statements. In making their assessment the Directors have reviewed income and
expense projections, reviewed the liquidity of the investment portfolio and considered the Company’s ability to meet liabilities as they
fall due. This conclusion also takes into account the Director’s assessment of the continuing risks arising from COVID-19.
In preparing these Financial Statements the Directors have considered the impact of climate change risk as a principal and as an
emerging risk as set out on pages 33 and 35, and have concluded that there was no further impact of climate change to be taken
into account as the investments are valued based on market pricing. In line with IFRS  13 investments are valued at fair value, which for
the Company are quoted bid prices for investments in active markets at the balance sheet date. Investments which are unlisted are
priced using market-based valuation approaches. All investments therefore reflect the market participants view of climate change risk
on the investments held by the Company.
The Company’s Going Concern Statement in the Directors’ Report on page 40 takes account of all events and conditions up to 31 May
2023 which is at least twelve months from the date of approval of these Financial Statements.
b) Adoption of new and revised International Financial Reporting Standards – the accounting policies adopted are consistent
with those of the previous financial year, other than those stated below. Their adoption has not had any material impact on the
disclosures or the amounts reported in these Financial Statements.
COVID-19-Related Rent Concessions (amendments to IFRS 16); and
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 – interest rate benchmark reform – Phase 2.
At the date of authorisation of these Financial Statements, the following revised IAS were in issue but not yet effective:
IAS 1 Presentation of Financial Statements (amendments);
IAS 8 Accounting Policies, Changes in Accounting estimates and errors (amendments); and
IAS 12 Income Taxes (amendments).
The Directors do not expect that the adoption of the above Standards will have a material impact on the Financial Statements of the
Company in future periods.
c) Segmental reporting – The Company is engaged in a single segment business and, therefore, no segmental reporting is provided.
d) Presentation of the Income Statement – In order to reflect better the activities of an investment company and in accordance with
guidance issued by the AIC, supplementary information which analyses the Income Statement between items of a revenue and capital
nature has been prepared alongside the Income Statement. The revenue profit after taxation for the year is the measure the Directors
believe appropriate in assessing the Company’s compliance with certain requirements set out in Section 1159 of the Corporation Tax
Act 2010.
e) Significant accounting estimates, assumptions and judgements – The preparation of the Financial Statements requires the use
of estimates, assumptions and judgements. These estimates, assumptions and judgements affect the reported amounts of assets and
liabilities at the reporting date. While estimates are based on best judgement using information and financial data available, the
actual outcome may differ from theses estimates.
The key sources of estimation and uncertainty relate to the fair value of the unlisted investments.
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Notes to the Financial Statements continued
2 Accounting Policies continued
Judgements
The Directors consider whether each fair value is appropriate following detailed review and challenge of the pricing methodology.
The judgement applied in the selection of the methodology used (see Note 2 (l) below) for determining the fair value of each unlisted
investment can have a significant impact upon the valuation.
Estimates
The key estimate in the Financial Statements is the determination of the fair value of the unlisted investments by the Manager’s Fair
Value Committee (“FVC”), with support from the external valuer, for detailed review and appropriate challenge by the Directors. This
estimate is key as it significantly impacts the valuation of the unlisted investments at the Balance Sheet date. When no recent primary
or secondary transaction in the company’s shares have taken place, the fair valuation process involves estimation using subjective
inputs that are unobservable (for which market data is unavailable). The estimates involved in the valuation process may include the
following:
(i) the selection of appropriate comparable companies. Comparable companies are chosen on the basis of their business
characteristics and growth patterns;
(ii) the selection of a revenue metric (either historical or forecast);
(iii) the selection of an appropriate illiquidity discount factor to reflect the reduced liquidity of unlisted companies versus their listed
peers;
(iv) the estimation of the likelihood of a future exit of the position through an initial public offering (“IPO) or a company sale;
(v) the selection of an appropriate industry benchmark index to assist with the valuation; and
(vi) the calculation of valuation adjustments derived from milestone analysis and future cash flows (i.e. incorporating operational
success against the plans/forecasts of the business into the valuation).
As the valuation outcomes may differ from the fair value estimates a price sensitivity analysis is provided in Other Price Risk Sensitivity
in Note 19 below to illustrate the effect on the Financial Statements of an over or under estimation of fair value.
The risk of an over or under estimation of fair value is greater when methodologies are applied using more subjective inputs.
Assumptions
The determination of fair value by the FVC involves key assumptions dependent upon the valuation techniques used. The valuation
process recognises that the price of a recent investment may be an appropriate starting point for estimating fair value. The Multiples
approach involves subjective inputs and therefore presents a greater risk of over or under estimation, particularly in the absence of a
recent transaction.
f) Income – Income from equity investments and long contracts for difference (“CFDs”) is credited to the revenue column of the
Income Statement on the date on which the right to receive the payment is established, normally the ex-dividend date. Overseas
dividends are accounted for gross of any tax deducted at source. Where the Company has elected to receive its dividends in the form
of additional shares rather than cash, the amount of the cash dividend foregone is recognised as income. Any excess in the value
of the shares received over the amount of the cash dividend foregone is recognised as a gain in the capital column of the Income
Statement. Special dividends are treated as a revenue receipt or a capital receipt depending on the facts and circumstances of each
particular case.
Interest received on CFDs, collateral and bank deposits are accounted for on an accruals basis and credited to the revenue column of
the Income Statement. Interest received on CFDs represent the finance costs calculated by reference to the notional value of the CFDs.
g) Functional currency and foreign exchange – The functional and reporting currency of the Company is UK sterling, which is
the currency of the primary economic environment in which the Company operates. Transactions denominated in foreign currencies
are reported in UK sterling at the rate of exchange ruling at the date of the transaction. Assets and liabilities in foreign currencies
are translated at the rates of exchange ruling at the Balance Sheet date. Foreign exchange gains and losses arising on translation
are recognised in the Income Statement as a revenue or a capital item depending on the nature of the underlying item to which
they relate.
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
2 Accounting Policies continued
h) Investment management and other expenses – These are accounted for on an accruals basis and are charged as follows:
The base investment management fee is allocated 25% to revenue and 75% to capital;
The variable investment management fee is charged/credited to capital as it is based on the performance of the net asset value
per share relative to the Benchmark Index; and
All other expenses are allocated in full to revenue with the exception of those directly attributable to share issues or other capital
events.
i) Finance costs – Finance costs comprise interest on the bank loan, collateral and overdrafts and finance costs paid on CFDs,
which are accounted for on an accruals basis, and dividends paid on short CFDs, which are accounted for on the date on which
the obligation to incur the cost is established, normally the ex-dividend date. Finance costs are allocated 25% to revenue and 75% to
capital.
j) Taxation – The taxation charge represents the sum of current taxation and deferred taxation.
Taxation currently payable is based on the taxable profit for the year. Taxable profit differs from profit before taxation, as reported in
the Income Statement, because it excludes items of income or expense that are taxable or deductible in other years and items that
are never taxable or deductible. The Company’s liability for current taxation is calculated using taxation rates that have been enacted
or substantially enacted by the Balance Sheet date.
Deferred taxation is the taxation expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the Financial Statements and the corresponding taxation bases used in the computation of taxable profit based on tax
rates that have been enacted or substantively enacted when the taxation is expected to be payable or recoverable, and is accounted
for using the balance sheet liability method. Deferred taxation liabilities are recognised for all taxable temporary differences and
deferred taxation assets are recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised.
Taxation is charged or credited to the revenue column of the Income Statement, except where it relates to items of a capital nature, in
which case it is charged or credited to the capital column of the Income Statement. Where expenses are allocated between revenue
and capital any tax relief in respect of the expenses is allocated between revenue and capital returns on the marginal basis using the
Company’s effective rate of corporation tax for the accounting period. The Company is an approved Investment Trust under Section
1158 of the Corporation Tax Act 2010 and is not liable for UK taxation on capital gains.
k) Dividend paid to shareholders – Dividends payable to equity shareholders are recognised when the Company’s obligation to
make payment is established.
l) Investments – The portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with
a documented investment strategy, and information about the portfolio is provided on that basis to the Company’s Board of Directors.
Under IFRS 9 investments are held at fair value through profit or loss, which is initially taken to be their cost, and is subsequently
measured as bid or last traded prices, depending upon the convention of the exchange on which they are listed, where available, or
otherwise at fair value based on published price quotations.
Investments which are not quoted, or are not frequently traded, are stated at the best estimate of fair value. The Manager’s Fair
Value Committee (“FVC”), which is independent of the Portfolio Manager’s team, and with support from the external valuer, provides
recommended fair values to the Directors. These are based on the principles outlined in Note 2 (e) above. The unlisted investments
are valued at fair value following a detailed review and appropriate challenge by the Directors of the pricing methodology used by
the FVC.
The techniques applied by the FVC when valuing the unlisted investments are predominantly market-based approaches. The market-
based approaches are set out below and are followed by an explanation of how they are applied to the Company’s unlisted
portfolio:
• Multiples;
Industry Valuation Benchmarks; and
Available Market Prices.
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2 Accounting Policies continued
The nature of the unlisted investment will influence the valuation technique applied. The valuation approach recognises that the price
of a recent investment, if resulting from an orderly transaction, generally represents fair value as at the transaction date and may be
an appropriate starting point for estimating fair value at subsequent measurement dates. However, consideration is given to the facts
and circumstances as at the subsequent measurement date, including changes in the market or performance of the investee company.
Milestone analysis and future cash flows are used where appropriate to incorporate the operational progress of the investee company
into the valuation. Consideration is also given to the input received from the Fidelity International analyst that covers the company
and from an external valuer. Additionally, the background to the transaction must be considered. As a result, various multiples-based
techniques are employed to assess the valuations particularly in those companies with established revenues. An absence of relevant
industry peers may preclude the application of the Industry Valuation Benchmarks technique and an absence of observable prices
may preclude the Available Market Prices approach.
The unlisted investments are valued according to a three month cycle of measurement dates. The fair value of the unlisted investments
will be reviewed before the next scheduled three monthly measurement date on the following occasions:
at the year end and half year end of the Company; and
where there is an indication of a change in fair value (commonly referred to as ‘trigger’ events).
In accordance with the AIC SORP, the Company includes transaction costs, incidental to the purchase or sale of investments within
(losses)/gains on investments held at fair value through profit or loss in the capital column of the Income Statement and has disclosed
them in Note 10 below.
m) Derivative instruments – When appropriate, permitted transactions in derivative instruments are used. Derivative transactions into
which the Company may enter include CFDs, futures, options, warrants and forward currency contracts. Under IFRS 9 derivatives are
classified at fair value through profit or loss – held for trading, and are initially accounted and measured at fair value on the date the
derivative contract is entered into and subsequently measured at fair value as follows:
CFDs – the difference between the strike price and the value of the underlying shares in the contract, calculated in accordance
with accounting policy 2 (l) above;
Futures – the difference between contract price and the quoted trade price; and
Options – the quoted trade price for the contract.
Where such transactions are used to protect or enhance income, if the circumstances support this, the income derived is included in
derivative income in the revenue column of the Income Statement. Where such transactions are used to protect or enhance capital, if
the circumstances support this, the gains and losses derived are included in (losses)/gains on derivative instruments held at fair value
through profit or loss in the capital column of the Income Statement. Any positions on such transactions open at the year end are
reflected on the Balance Sheet at their fair value within current assets or current liabilities.
The Company obtains equivalent exposure to equities through the use of CFDs. All gains and losses in the fair value of the CFDs
are included in (losses)/gains on derivative instruments held at fair value through profit or loss in the capital column of the Income
Statement.
n) Amounts held at futures clearing houses and brokers – Cash deposits are held in segregated accounts on behalf of brokers as
collateral against open derivative contracts. These are carried at amortised cost.
o) Other receivables – Other receivables include amounts receivable on settlement of derivatives, securities sold for future settlement,
accrued income, taxation recoverable and other debtors and prepayments incurred in the ordinary course of business. If collection is
expected in one year or less (or in the normal operating cycle of the business, if longer) they are classified as current assets. If not,
they are presented as non-current assets. Other receivables are recognised initially at fair value and, where applicable, subsequently
measured at amortised cost using the effective interest rate method and as reduced by appropriate allowance for estimated
irrecoverable amounts.
p) Bank loans – Loans are initially included in the Financial Statements at cost, being the fair value of the consideration received
net of any issue costs relating to the borrowing. After initial recognition, the loans are measured at amortised cost using the effective
interest rate method. The amortised cost is calculated by taking into account any issue costs and any discount or premium on
settlement.
Notes to the Financial Statements continued
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
2 Accounting Policies continued
q) Other payables – Other payables include amounts payable on settlement of derivatives, securities purchased for future settlement,
investment management, secretarial and administration fees payable, loan interest payable, finance costs payable and other creditors
and expenses accrued in the ordinary course of business. Other payables are classified as current liabilities if payment is due within
one year or less (or in the normal operating cycle of the business, if longer). If not, they are presented as non-current liabilities. Other
payables are recognised initially at fair value and, where applicable, subsequently measured at amortised cost using the effective
interest rate method.
r) Other reserve – The full cost of ordinary shares repurchased and held in Treasury is charged to the other reserve.
s) Capital reserve – The following are transferred to capital reserve:
Gains and losses on the disposal of investments and derivatives instruments;
Changes in the fair value of investments and derivative instruments, held at the year end;
Foreign exchange gains and losses of a capital nature;
Variable investment management fees;
75% of base investment management fees;
75% of finance costs;
Dividends receivable which are capital in nature;
Taxation charged or credited relating to items which are capital in nature: and
Other expenses which are capital in nature.
Technical guidance issued by the Institute of Chartered Accountants in England and Wales in TECH 02/17BL, guidance on the
determination of realised profits and losses in the context of distributions under the Companies Act 2006, states that changes in the
fair value of investments which are readily convertible to cash, without accepting adverse terms at the Balance Sheet date, can be
treated as realised. Capital reserves realised and unrealised are shown in aggregate as capital reserve in the Statement of Changes
in Equity and the Balance Sheet. At the Balance Sheet date, the portfolio of the Company consisted of investments listed on a
recognised stock exchange and were considered to be readily convertible to cash, with the exception of the level 3 investments which
had unrealised investment holding gains of £17,794,000 (2021: unrealised investment holding losses of £1,569,000). See Note 19 on
pages 90 to 93 for further details on the level 3 investments.
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3 Income
Year ended
31 March
2022
£’000
Year ended
31 March
2021
£’000
Investment income
Overseas dividends 28,632 20,257
Overseas scrip dividends 1,006 755
29,638 21,012
Derivative income
Dividends received on long CFDs 11,483 11,444
Interest received on CFDs 112 245
11,595 11,689
Other income
Interest received on collateral and deposits 42 80
Total income 41,275 32,781
Special dividends of £nil (2021: £29,083,000) have been recognised in capital.
4 Investment Management Fees
Year ended 31 March 2022 Year ended 31 March 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Investment management fee – base 3,984 11,953 15,937 4,119 12,356 16,475
Investment management fee – variable 3,706 3,706 2,116 2,116
3,984 15,659 19,643 4,119 14,472 18,591
FIL Investment Services (UK) Limited (a Fidelity group company) is the Company’s Alternative Investment Fund Manager (“the
Manager”) and has delegated portfolio management to FIL Investment Management (Hong Kong) Limited (“the Investment
Manager”).
From 1 April 2021, the base investment management fee is charged at an annual rate of 0.90% on the first £1.5 billion of net assets,
reducing to 0.70% of net assets over £1.5 billion. Prior to this date, the investment management fee was charged at an annual rate of
0.90% of net assets. In addition, there is a +/-0.20% variation fee based on the Company’s NAV per share performance relative to the
Company’s Benchmark Index. Fees are payable monthly in arrears and are calculated on a daily basis.
The base investment management fee has been allocated 75% to capital reserve in accordance with the Company’s accounting
policies.
Further details of the terms of the Management Agreement are given in the Directors’ Report on page 40.
Notes to the Financial Statements continued
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
5 Other Expenses
Year ended
31 March
2022
£’000
Year ended
31 March
2021
£’000
Allocated to revenue:
AIC fees 21 21
Custody fees 352 323
Depositary fees 73 69
Directors’ expenses 5 1
Directors’ fees
1
182 160
Legal and professional fees 207 145
Marketing expenses 264 195
Printing and publication expenses 50 48
Registrars’ fees 55 63
Secretarial and administration fees payable to the Investment Manager
2
100
Other expenses 131 95
Fees payable to the Company's Independent Auditor for the audit of the Financial Statements 53 40
1,393 1,260
Allocated to capital:
Legal and professional fees 25 108
Other expenses 1,418 1,368
1 Details of the breakdown of Directors’ fees are provided within the Directors’ Remuneration Report on page 50.
2 From 1 April 2021, the fixed annual fee for services other than portfolio management is no longer charged.
6 Finance Costs
Year ended 31 March 2022 Year ended 31 March 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Interest paid on bank loan, collateral and
overdrafts 505 1,516 2,021 529 1,585 2,114
Interest paid on CFDs 731 2,193 2,924 1,548 4,646 6,194
Dividends paid on short CFDs 427 1,280 1,707 176 527 703
1,663 4,989 6,652 2,253 6,758 9,011
Finance costs have been allocated 75% to capital reserve in accordance with the Company's accounting policies.
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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7 Taxation
Year ended 31 March 2022 Year ended 31 March 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
a) Analysis of the taxation charge for
the year
Overseas taxation 1,186 1,186 760 760
Taxation charge for the year
(see Note 7b) 1,186 1,186 760 760
b) Factors affecting the taxation charge for the year
The taxation charge for the year is lower than the standard rate of UK corporation tax for an investment trust company of 19% (2021:
19%). A reconciliation of the standard rate of UK corporation tax to the taxation charge for the year is shown below:
Year ended 31 March 2022 Year ended 31 March 2021
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Profit/(loss) before taxation 34,235 (786,833) (752,598) 25,149 966,226 991,375
Profit/(loss) before taxation multiplied by
the standard rate of UK corporation tax of
19% (2021: 19%) 6,505 (149,498) (142,993) 4,778 183,583 188,361
Effects of:
Capital losses/(gains) not taxable* 145,570 145,570 (187,637) (187,637)
Income not taxable (5,560) (5,560) (3,992) (3,992)
Expenses not deductible 666 666 995 995
Excess expenses (945) 3,262 2,317 (786) 3,059 2,273
Overseas taxation 1,186 1,186 760 760
Taxation charge (Note 7a) 1,186 1,186 760 760
* The Company is exempt from UK corporation tax on capital gains as it meets the HM Revenue & Customs criteria for an investment company set out in Section 1159 of
the Corporation Tax Act 2010.
c) Deferred taxation
A deferred tax asset of £35,407,000 (2021: £24,593,000), in respect of excess expenses of £141,629,000 (2021: £129,434,000) has not
been recognised as it is unlikely that there will be sufficient future taxable profits to utilise these expenses.
In the Spring Budget of 2021, the UK Government announced that from 1 April 2023 the corporation tax rate will increase to 25%.
This rate has been substantively enacted at the balance sheet date and has therefore been applied to calculate the unrecognised
deferred tax asset for the current year (2021: 19%).
Notes to the Financial Statements continued
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
8 Earnings/(Loss) per Ordinary Share
Year ended
31 March
2022
Year ended
31 March
2021
Revenue earnings per ordinary share 6.42p 4.70p
Capital (loss)/earnings per ordinary share (152.81p) 186.11p
Total (loss)/earnings per ordinary share (146.39p) 190.81p
The earnings/(loss) per ordinary share is based on the profit/(loss) after taxation for the year divided by the weighted average
number of ordinary shares held outside Treasury during the year, as shown below:
£’000 £’000
Revenue profit after taxation for the year 33,049 24,389
Capital (loss)/profit after taxation for the year (786,833) 966,226
Total (loss)/profit after taxation for the year (753,784) 990,615
Number Number
Weighted average number of ordinary shares held outside Treasury 514,922,357 519,159,905
9 Dividends Paid to Shareholders
Year ended
31 March
2022
£’000
Year ended
31 March
2021
£’000
Dividend paid
Dividend of 4.68 pence per ordinary share paid for the year ended 31 March 2021 24,124
Dividend of 4.25 pence per ordinary share paid for the year ended 31 March 2020 22,127
24,124 22,127
Dividend proposed
Dividend proposed of 5.50 pence per ordinary share for the year ended 31 March 2022 28,240
Dividend proposed of 4.68 pence per ordinary share for the year ended 31 March 2021 24,124
Total dividends paid 28,240 24,124
The Directors have proposed the payment of a dividend for the year ended 31 March 2022 of 5.50 pence per ordinary share which is
subject to approval by shareholders at the Annual General Meeting on 20 July 2022 and has not been included as a liability in these
Financial Statements. The dividend will be paid on 27 July 2022 to shareholders on the register at the close of business on 17 June
2022 (ex-dividend date 16 June 2022).
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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10 Investments at Fair Value through Profit or Loss
2022
£’000
2021
£’000
Total investments* 1,365,485 2,167,275
Opening book cost 1,701,567 1,188,495
Opening investment holding gains 465,708 101,312
Opening fair value of investments 2,167,275 1,289,807
Movements in the year
Purchases at cost 728,039 1,161,499
Sales – proceeds (925,998) (1,009,419)
(Losses)/gains on investments (603,831) 725,388
Closing fair value 1,365,485 2,167,275
Closing book cost 1,630,492 1,701,567
Closing investment holding (losses)/gains (265,007) 465,708
Closing fair value of investments 1,365,485 2,167,275
* The fair value hierarchy of the investments is shown in Note 19 below.
The Company received £925,998,000 (2021: £1,009,419,000) from investments sold in the year. The book cost of these investments
when they were purchased was £799,114,000 (2021: £648,403,000). These investments have been revalued over time and until they
were sold any unrealised gains/losses were included in the fair value of the investments.
Investment transaction costs incurred in the acquisition and disposal of investments, which are included in the (losses)/gains on
investments were as follows:
Year ended
31 March
2022
£’000
Year ended
31 March
2021
£’000
Purchases transaction costs 1,501 2,343
Sales transaction costs 1,478 1,157
2,979 3,500
The portfolio turnover rate for the year was 45.2% (2021: 59.8%). The portfolio turnover rate measures the Company’s trading activity. It
is calculated by taking the average of the total amount of securities purchased and the total amount of securities sold in the reporting
year divided by the average fair value of investments.
Notes to the Financial Statements continued
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
11 Derivative Instruments
Year ended
31 March
2022
£’000
Year ended
31 March
2021
£’000
Net (losses)/gains on derivative instruments
Realised (losses)/gains on CFDs (206,340) 291,953
Realised gains/(losses) on futures 39,391 (20,269)
Realised gains/(losses) on options 4,656 (13,449)
Movement in investment holding gains on CFDs 379 13,146
Movement in investment holding gains/(losses) on futures 1,814 (1,032)
Movement in investment holding losses on options (89) (3,597)
(160,189) 266,752
2022
Fair value
£’000
2021
Fair value
£’000
Fair value of derivative instruments recognised on the Balance Sheet*
Derivative instrument assets 23,994 33,296
Derivative instrument liabilities (17,524) (22,208)
6,470 11,088
* The fair value hierarchy of the derivative instruments is shown in Note 19 below.
Fair value
£’000
2022
Asset
exposure
£’000
Fair value
£’000
2021
Asset
exposure
£’000
At the year end the Company held the following derivative
instruments
Long CFDs 5,898 568,330 (4,021) 707,808
Short CFDs (80) 14,149 9,398 82,102
Short CFD (hedging exposure) 62 (9,287)
Futures (hedging exposure) (2,391) (176,746) (4,205) (118,125)
Call options 387 2,642
Put options 1,128 4,096 1,098 4,132
Put options (hedging exposure) 1,528 (12,395) 8,756 (79,040)
6,470 400,076 11,088 587,590
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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12 Other Receivables
2022
£’000
2021
£’000
Amounts receivable on settlement of derivatives 12,924 11,627
Securities sold for future settlement 80 10,805
Accrued income 794 188
Taxation recoverable 202
Other receivables 204 129
14,204 22,749
13 Bank Loan – repayable within one year
2022
£’000
2021
£’000
Fixed rate unsecured US dollar loan
US dollar 100,000,000 fixed at a rate of 2.606% 76,043
The current loan agreement with Scotiabank Europe PLC is due to be repaid on 14 February 2023 (see Note 15 below).
14 Other Payables
2022
£’000
2021
£’000
Amounts payable on settlement of derivatives 10,994 20,111
Securities purchased for future settlement 2,206 8,866
Investment management, secretarial and administration fees 1,307 2,103
Finance costs payable 157 270
Accrued expenses 724 587
15,388 31,937
15 Bank Loan – repayable after more than one year
2022
£’000
2021
£’000
Fixed rate unsecured US dollar loan
US dollar 100,000,000 fixed at a rate of 2.606% 72,474
On 14 February 2020, the Company entered into a three year unsecured loan agreement with Scotiabank Europe PLC. The interest
rate is fixed at 2.606% per annum until the agreement terminates on 14 February 2023.
Notes to the Financial Statements continued
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
16 Share Capital
Number of
shares
2022
£’000
Number of
shares
2021
£’000
Issued, allotted and fully paid
Ordinary shares of 1 pence each held outside Treasury
Beginning of the year 515,463,483 5,155 538,809,043 5,388
Ordinary shares repurchased into Treasury (1,506,074) (15) (23,345,560) (233)
End of the year 513,957,409 5,140 515,463,483 5,155
Ordinary shares of 1 pence each held in Treasury*
Beginning of the year 55,590,997 555 32,545,437 325
Ordinary shares repurchased into Treasury 1,506,074 15 23,345,560 233
Ordinary shares cancelled from Treasury (300,000) (3)
End of the year 57,097,071 570 55,590,997 555
Total share capital 5,710 5,710
* The ordinary shares held in Treasury carry no rights to vote, to receive a dividend or to participate in a winding up of the Company.
During the year, the Company repurchased 1,506,074 (2021: 23,345,560) ordinary shares and held them in Treasury. The cost of
repurchasing these shares of £4,448,000 (2021: £58,558,000) was charged to the other reserve.
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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17 Capital and Reserves
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Other
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
equity
£’000
At 1 April 2021 5,710 211,569 917 248,491 1,676,791 39,499 2,182,977
Losses on investments (see Note 10) (603,831) (603,831)
Losses on derivative instruments
(see Note 11) (160,189) (160,189)
Foreign exchange gains on other
net assets 1,429 1,429
Foreign exchange losses on bank
loan (3,569) (3,569)
Investment management fees
(see Note 4) (15,659) (15,659)
Other expenses (see Note 5) (25) (25)
Finance costs (see Note 6) (4,989) (4,989)
Revenue profit on ordinary activities
after taxation for the year 33,049 33,049
Dividend paid to shareholders
(see Note 9) (24,124) (24,124)
Repurchase of ordinary shares
(see Note 16) (4,448) (4,448)
At 31 March 2022 5,710 211,569 917 244,043 889,958 48,424 1,400,621
The capital reserve balance at 31 March 2022 includes investment holding losses on investments of £265,007,000 (2021: gains of
£465,708,000) as detailed in Note 10 above. See Note 2 (s) above for further details.The revenue, capital and other reserves are
distributable by way of dividend.
18 Net Asset Value per Ordinary Share
2022 2021
Net assets £1,400,621,000 £2,182,977,000
Ordinary shares held outside of Treasury at year end 513,957,409 515,463,483
Net asset value per ordinary share 272.52p 423.50p
It is the Company's policy that shares held in Treasury will only be reissued at net asset value per share or at a premium to net asset
value per share and, therefore, shares held in Treasury have no dilutive effect.
Notes to the Financial Statements continued
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
19 Financial Instruments
Management of risk
The Company’s investing activities in pursuit of its investment objective involve certain inherent risks. The Board confirms that there is
an ongoing process for identifying, evaluating and managing the risks faced by the Company. The Board with the assistance of the
Investment Manager, has developed a risk matrix which, as part of the internal control process, identifies the risks that the Company
faces. Principal risks identified are geopolitical, regulatory and capital market, economic (including pandemic), business continuity,
investment performance (including gearing), unlisted securities, market and currency, discount (including investor perception of
China), environmental, social and governance ("ESG") and climate and people risks. Other risks identified are tax and regulatory and
operational risks, including those relating to third party service providers covering investment management, marketing and business
development, company secretarial, fund administration and operations and support functions. Risks are identified and graded in this
process, together with steps taken in mitigation, and are updated and reviewed on an ongoing basis. Risks identified are shown in the
Strategic Report on pages 33 to 36.
This Note is incorporated in accordance with IFRS 7: Financial Instruments: Disclosures and refers to the identification, measurement
and management of risks potentially affecting the value of financial instruments.
The Company’s financial instruments may comprise:
Equity shares (listed and unlisted), equity linked notes, convertible bonds and rights issues;
Derivative instruments including CFDs, warrants, futures and options written or purchased on stocks and equity indices and
forward currency contracts;
Cash, liquid resources and short-term receivables and payables that arise from its operations; and
Bank borrowings.
The risks identified by IFRS 7 arising from the Company’s financial instruments are market price risk (which comprises interest rate risk,
foreign currency risk and other price risk), liquidity risk, counterparty risk, credit risk and derivative instrument risk. The Board reviews
and agrees policies for managing each of these risks, which are summarised below. These policies are consistent with those followed
last year.
Market price risk
Interest rate risk
The Company finances its operations through its share capital raised. In addition, the Company has derivative instruments and an
unsecured fixed rate loan facility for US$100,000,000 expiring on 14 February 2023. The Company has drawn down the whole of this
facility as disclosed in Note 13 above.
Interest rate risk exposure
The values of the Company’s financial instruments that are exposed to movements in interest rates are shown below:
2022
£’000
2021
£’000
Exposure to financial instruments that bear interest
Long CFDs – exposure less fair value 562,432 711,829
Bank loan 76,043 72,474
638,475 784,303
Exposure to financial instruments that earn interest
Short CFDs – exposure plus fair value 14,069 100,849
Amounts held at futures clearing houses and brokers 32,220 19,872
Cash at bank 73,673 66,404
119,962 187,125
Net exposure to financial instruments that bear interest 518,513 597,178
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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19 Financial Instruments continued
Foreign currency risk
The Company’s profit/(loss) after taxation and its net assets can be affected by foreign exchange movements because the Company
has income, assets and liabilities which are denominated in currencies other than the Company’s functional currency which is UK
sterling.
Three principal areas have been identified where foreign currency risk could impact the Company:
movements in currency exchange rates affecting the value of investments and bank loan;
movements in currency exchange rates affecting short-term timing differences, for example, between the date when an investment
is bought or sold and the date when settlement of the transaction occurs; and
movements in currency exchange rates affecting income received.
Currency exposure of financial assets
The Company’s financial assets comprise of investments, long positions on derivative instruments, short-term debtors and cash at
bank. The currency exposure profile of these financial assets is shown below:
Currency
Investments
held at
fair value
through
profit or loss
£’000
Asset
exposure of
long
derivative
instruments
1
£’000
Other
receivables
2
£’000
Cash
at bank
£’000
2022
Total
£’000
Chinese renminbi 287,250 48 287,298
Euro 10,977 10,977
Hong Kong dollar 553,457 313,964 40,791 71,767 979,979
Japanese yen 32,796 32,796
Singapore dollar 14,421 14,421
South Korean won 1 1
Taiwan dollar 18,452 208 8 18,668
UK sterling 21,493 204 21,697
US dollar 426,639 67,867 5,221 1,849 501,576
1,365,485 381,831 46,424 73,673 1,867,413
1 The asset exposure of long CFDs and call options after the netting of hedging exposures.
2 Other receivables include amounts held at futures clearing houses and brokers.
Notes to the Financial Statements continued
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
19 Financial Instruments continued
Currency
Investments
held at
fair value
through
profit or loss
£’000
Asset
exposure of
long
derivative
instruments
1
£’000
Other
receivables
2
£’000
Cash
at bank
£’000
2021
Total
£’000
Chinese renminbi 385,710 5,557 391,267
Hong Kong dollar 951,030 538,050 26,182 46,748 1,562,010
Japanese yen 21,049 21,049
South Korean won 6 6
Taiwan dollar 36,951 82 23 37,056
UK sterling 38,571 129 38,700
US dollar 733,964 (36,694) 16,228 14,070 727,568
2,167,275 501,356 42,621 66,404 2,777,656
1 The asset exposure of long CFDs after the netting of hedging exposures.
2 Other receivables include amounts held at futures clearing houses and brokers.
Currency exposure of financial liabilities
The Company finances its investment activities through its ordinary share capital, reserves and borrowings. The Company’s financial
liabilities comprise short positions on derivative instruments, US dollar denominated bank loan and other payables. The currency
profile of these financial liabilities is shown below:
Currency
Asset
exposure of
short
derivative
instruments*
£’000
US dollar
bank loan
£’000
Other
payables
£’000
2022
Total
£’000
Hong Kong dollar 8,403 12,064 20,467
UK sterling 1,773 1,773
US dollar 9,842 76,043 1,551 87,436
18,245 76,043 15,388 109,676
Currency
Asset
exposure of
short
derivative
instruments*
£’000
US dollar
bank loan
£’000
Other
payables
£’000
2021
Total
£’000
Hong Kong dollar 54,606 22,915 77,521
Japanese yen 366 366
UK sterling 2,443 2,443
US dollar 31,628 72,474 6,213 110,315
86,234 72,474 31,937 190,645
* The asset exposure of short derivative instruments excluding hedging exposures.
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19 Financial Instruments continued
Other price risk
Other price risk arises mainly from uncertainty about future prices of financial instruments. It represents the potential loss the Company
might suffer through price movements in its investment positions. The Board meets quarterly to consider the asset allocation of the
portfolio and the risk associated with particular industry sectors within the parameters of the investment objective.
The Investment Manager is responsible for actively monitoring the portfolio selected in accordance with the overall asset allocation
parameters and seeks to ensure that individual stocks also meet an acceptable risk/reward profile. Other price risks arising from
derivative positions, mainly due to the underlying exposures, are assessed by the Investment Manager’s specialist derivative
instruments team.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulties in meeting obligations associated with financial liabilities. The
Company’s assets mainly comprise readily realisable securities and derivative instruments which can be sold easily to meet funding
commitments if necessary. Short-term flexibility is achieved by the use of a bank overdraft, if required. The Company has the facility to
borrow up to US$100,000,000 (2021: US$100,000,000) until 14 February 2023. The current borrowing is shown in Note 13 above.
Counterparty risk
Certain derivative instruments in which the Company may invest are not traded on an exchange but instead will be traded between
counterparties based on contractual relationships, under the terms outlined in the International Swaps and Derivatives Association’s
(“ISDA) market standard derivative legal documentation. These are known as Over The Counter (“OTC) trades. As a result, the
Company is subject to the risk that a counterparty may not perform its obligations under the related contract. In accordance with
the risk management process which the Investment Manager employs, this risk is minimised by only entering into transactions with
counterparties which are believed to have an adequate credit rating at the time the transaction is entered into, by ensuring that formal
legal agreements covering the terms of the contract are entered into in advance, and through adopting a counterparty risk framework
which measures, monitors and manages counterparty risk by the use of internal and external credit agency ratings and evaluates
derivative instrument credit risk exposure.
Collateral
For OTC and exchange traded derivative transactions, collateral is used to reduce the risk of both parties to the contract. Collateral is
managed on a daily basis for all relevant transactions. At 31 March 2022, £21,395,000 (2021: £15,589,000) was held by the brokers in
cash denominated in US dollars in a segregated collateral account, on behalf of the Company, to reduce the credit risk exposure of
the Company. This collateral comprised: J.P. Morgan Securities plc £15,836,000 (2021: £2,058,000), Goldman Sachs International Ltd
£5,559,000 (2021: £4,153,000), UBS AG £nil (2021: £6,639,000) and Morgan Stanley & Co. International Ltd £nil (2021: £2,739,000). As
at 31 March 2022, £32,220,000 (2021: £19,872,000), shown as amounts held at futures clearing houses and brokers on the Balance
Sheet, was held by the Company, in a segregated collateral account on behalf of the brokers, to reduce the credit risk exposure of the
brokers. The collateral comprised: UBS AG £27,437,000 (2021: £14,117,000) in cash, Morgan Stanley & Co. International Ltd £3,977,000
(2021: £nil) in cash and HSBC Bank plc £806,000 (2021: £5,755,000) in cash.
Offsetting
To mitigate counterparty risk for OTC derivative transactions, the ISDA legal documentation is in the form of a master agreement
between the Company and the broker. This allows enforceable netting arrangements in the event of a default or termination event.
Derivative instrument assets and liabilities that are subject to netting arrangements have not been offset in preparing the Balance
Sheet.
The Company’s derivative instrument financial assets and liabilities recognised in the Balance Sheet and amounts that could be
subject to netting in the event of a default or termination are shown below:
Notes to the Financial Statements continued
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
19 Financial Instruments continued
Financial assets
Gross
amount
£’000
Gross amount
of recognised
financial
liabilities
set off on
the balance
sheet
£’000
Net amount
of financial
assets
presented on
the balance
sheet
£’000
Related amounts not set off
on balance sheet
2022
Net
amount
£’000
Financial
instruments
£’000
Margin
account
received as
collateral
£’000
CFDs 20,951 20,951 (7,240) (13,711)
Options 3,043 3,043 (3,043)
23,994 23,994 (7,240) (16,754)
Financial liabilities
Gross
amount
£’000
Gross amount
of recognised
financial
assets
set off on
the balance
sheet
£’000
Net amount
of financial
liabilities
presented on
the balance
sheet
£’000
Related amounts not set off
on balance sheet
2022
Net
amount
£’000
Financial
instruments
£’000
Margin
account
pledged as
collateral
£’000
CFDs (15,133) (15,133) 7,240 4,950 (2,943)
Futures (exchange traded) (2,391) (2,391) 2,391
(17,524) (17,524) 7,240 7,341 (2,943)
Financial assets
Gross
amount
£’000
Gross amount
of recognised
financial
liabilities
set off on
the balance
sheet
£’000
Net amount
of financial
assets
presented on
the balance
sheet
£’000
Related amounts not set off
on balance sheet
2021
Net
amount
£’000
Financial
instruments
£’000
Margin
account
received as
collateral
£’000
CFDs 23,442 23,442 (12,025) (9,410) 2,007
Put options 9,854 9,854 (6,423) 3,431
33,296 33,296 (12,025) (15,833) 5,438
Financial liabilities
Gross
amount
£’000
Gross amount
of recognised
financial
assets
set off on
the balance
sheet
£’000
Net amount
of financial
liabilities
presented on
the balance
sheet
£’000
Related amounts not set off
on balance sheet
2021
Net
amount
£’000
Financial
instruments
£’000
Margin
account
pledged as
collateral
£’000
CFDs (18,003) (18,003) 12,025 5,755 (223)
Futures (exchange traded) (4,205) (4,205) 4,205
(22,208) (22,208) 12,025 9,960 (223)
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19 Financial Instruments continued
Credit risk
Financial instruments may be adversely affected if any of the institutions with which money is deposited suffer insolvency or other
financial difficulties. All transactions are carried out with brokers that have been approved by the Investment Manager and are settled
on a delivery versus payment basis. Limits are set on the amount that may be due from any one broker and are kept under review
by the Investment Manager. Exposure to credit risk arises on outstanding security transactions and derivative instrument contracts and
cash at bank.
Derivative instrument risk
A Derivative Instrument Charter, including an appendix entitled Derivative Risk Measurement and Management, details the risks
and risk management processes used by the Investment Manager. This Charter was approved by the Board and allows the use of
derivative instruments for the following purposes:
to gain exposure to equity markets, sectors or individual investments;
to hedge equity market risk in the Company’s investments with the intention of mitigating losses in the events market falls;
to enhance portfolio returns by writing call and put options; and
to take short positions in equity markets, which would benefit from a fall in the relevant market price, where the Investment
Manager believes the investment is overvalued. These positions distinguish themselves from other short exposures held for
hedging purposes since they are expected to add risk to the portfolio.
The risk and investment performance of these instruments are managed by an experienced, specialist derivative team of the
Investment Manager using portfolio risk assessment tools for portfolio construction.
RISK SENSITIVITY ANALYSIS
Interest rate risk sensitivity analysis
Based on the financial instruments held and interest rates at the Balance Sheet date, an increase of 0.25% in interest rates throughout
the year, with all other variables held constant, would have increased the loss after taxation for the year and decreased the net assets
of the Company by £1,106,000 (2021: decreased the profit after taxation and decreased the net assets by £1,312,000). A decrease of
0.25% in interest rates throughout the year would have had an equal but opposite effect.
Foreign currency risk sensitivity analysis
Based on the financial assets and liabilities held and currency exchange rates ruling at the Balance Sheet date, a strengthening of the
UK sterling exchange rate by 10% against other currencies, with all other variables held constant, would have increased the loss after
taxation for the year and decreased the net assets of the Company (2021: decreased the profit after taxation and decreased the net
assets) by the following amounts:
Currency
2022
£’000
2021
£’000
Chinese renminbi 26,118 35,570
Euro 998
Hong Kong dollar 87,228 134,953
Japanese yen 2,982 1,880
Singapore dollar 1,311
South Korean won 1
Taiwan dollar 1,697 3,369
US dollar 37,649 56,114
157,983 231,887
Notes to the Financial Statements continued
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
19 Financial Instruments continued
Based on the financial assets and liabilities held and the exchange rates ruling at the Balance Sheet date, a weakening of the UK
sterling exchange rate by 10% against other currencies would have decreased the loss after taxation for the year and increased the
net assets of the Company (2021: increased the profit after taxation and increased the net assets) by the following amounts:
Currency
2022
£’000
2021
£’000
Chinese renminbi 31,922 43,474
Euro 1,220
Hong Kong dollar 106,613 164,943
Japanese yen 3,644 2,298
Singapore dollar 1,602
South Korean won 1
Taiwan dollar 2,074 4,117
US dollar 46,015 68,584
193,090 283,417
Other price risk sensitivity analysis
Changes in market prices affect the profit/(loss) after taxation for the year and the net assets of the Company. Details of how the
Board sets risk parameters and performance objectives are disclosed in the Strategic Report on pages 31 to 38.
An increase of 10% in the share prices of the listed investments held at the Balance Sheet date would have decreased the loss after
taxation for the year and increased the net assets of the Company by £117,084,000 (2021: increased the profit after taxation and
increased the net assets by £200,081,000). A decrease of 10% in share prices of the investments designated at fair value through profit
or loss would have had an equal but opposite effect.
An increase of 10% in the valuation of unlisted investments held at the Balance Sheet date would have decreased the loss after
taxation for the year and increased the net assets of the Company by £19,465,000 (2021: increased the profit after taxation and
increased the net assets by £16,646,000). A decrease of 10% in the valuation would have had an equal but opposite effect.
Derivative instruments exposure sensitivity analysis
The Company invests in derivative instruments to gain or reduce exposure to the equity market. An increase of 10% in the share prices
of the investments underlying the derivative instruments at the Balance Sheet date would have decreased the loss after taxation for
the year and increased the net assets of the Company by £36,359,000 (2021: increased the profit after taxation and increased the net
assets by £41,512,000). A decrease of 10% in share prices of the investments underlying the derivative instruments would have had an
equal but opposite effect.
Fair Value of Financial Assets and Liabilities
Financial assets and liabilities are stated in the Balance Sheet at values which are not materially different to their fair values. As
explained in Notes 2 (l) and (m) above, investments and derivative instruments are shown at fair value. In the case of cash at bank,
book value approximates to fair value due to the short maturity of the instruments. The exception is the US dollar denominated bank
loan, its fair value having been calculated by discounting future cash flows at current US dollar interest rates.
Fair value
£’000
2022
Book value
£’000
Fair value
£’000
2021
Book value
£’000
Fixed rate unsecured loan of US dollar 100,000,000 75,897 76,043 74,224 72,474
Fair Value Hierarchy
The Company is required to disclose the fair value hierarchy that classifies its financial instruments measured at fair value at one of
three levels, according to the relative reliability of the inputs used to estimate the fair values.
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19 Financial Instruments continued
Classification Input
Level 1
Valued using quoted prices in active markets for identical assets
Level 2
Valued by reference to inputs other than quoted prices included in level 1 that are observable
(i.e. developed using market data) for the asset or liability, either directly or indirectly
Level 3
Valued by reference to valuation techniques using inputs that are not based on observable
market data
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value
measurement of the relevant asset. The valuation techniques used by the Company are explained in Notes 2 (l) and (m). The table
below sets out the Company’s fair value hierarchy:
Financial assets at fair value through profit or loss
Level 1
£’000
Level 2
£’000
Level 3
£’000
2022
Total
£’000
Investments 1,103,568 67,267 194,650 1,365,485
Derivative instrument assets 2,843 21,151 23,994
1,106,411 88,418 194,650 1,389,479
Financial liabilities at fair value through profit or loss
Derivative instrument liabilities (2,391) (15,133) (17,524)
Financial liabilities at fair value
Bank loan (75,897) (75,897)
Financial assets at fair value through profit or loss
Level 1
£’000
Level 2
£’000
Level 3
£’000
2021
Total
£’000
Investments 1,954,626 46,185 166,464 2,167,275
Derivative instrument assets 1,098 32,198 33,296
1,955,724 78,383 166,464 2,200,571
Financial liabilities at fair value through profit or loss
Derivative instrument liabilities (4,205) (18,003) (22,208)
Financial liabilities at fair value
Bank loan (74,224) (74,224)
Notes to the Financial Statements continued
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
19 Financial Instruments continued
Level 3 Investments (unlisted and delisted investments)
2022
£’000
2021
£’000
Pony.ai 41,134 28,939
DJI International 32,363 23,086
Venturous Holdings 27,831 25,366
Chime Biologics 27,081 25,366
ByteDance 25,773 15,204
Tuhu Car 14,296
Cutia Therapeutics 10,720
Beisen 10,656
Xiaoju Kuaizhi (Didi Chuxing) 4,796 17,203
SenseTime (moved to Level 2) 19,198
Full Truck Alliance (moved to Level 1) 12,102
Shanghai Yiguo
4 listed investments whose listings are currently suspended
194,650 166,464
Pony.ai
Pony.ai develops artificial intelligence and autonomous driving technology solutions for transportation and is an unlisted company.
The valuation at 31 March 2022 is based on a review of a funding round in January 2022 at a US$8.5 billion valuation, the company’s
financial performance, the macro-environment and benchmarking the position to a range of comparable market data. As at 31 March
2022, its fair value was £41,134,000 (book cost: £24,892,000).
DJI International
DJI International is a manufacturer of drones and is an unlisted company. The valuation at 31 March 2022 is as follows: the Dshares
valuation is based on the strike price of the put option in place and the B shares valuation is based on the company’s performance,
the macro-environment and benchmarking the position to a range of comparable market data. As at 31 March 2022, its fair value was
£32,363,000 (book cost: £22,416,000).
Venturous Holdings
Venturous Holdings is an investment company with a focus in smart city technology companies and is an unlisted company. The
valuation at 31 March 2022 is based on a review of the company’s portfolio including performance, the wider macro-environment and
benchmarking the position to a range of comparable market data. As at 31 March 2022, its fair value was £27,831,000 (book cost:
£26,029,000).
Chime Biologics
Chime Biologics is a China-based Contract Development and Manufacturing Organization (CDMO) that provides a solution supporting
customers from early-stage biopharmaceutical development through late-stage clinical and commercial manufacturing and is an
unlisted company. The valuation at 31 March 2022 is based on analysis of the company performance, the terms of the convertible
note and benchmarking the position to a range of comparable market data. As at 31 March 2022, its fair value was £27,081,000 (book
cost: £25,227,000).
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19 Financial Instruments continued
ByteDance
ByteDance develops application software and is an unlisted company. The valuation at 31 March 2022 is based on the company’s
performance, the macro-environment and benchmarking the position to a range of comparable market data. As at 31 March 2022,
its fair value was £25,773,000 (book cost: £7,361,000).
Tuhu Car
Tuhu Car is an online retailer of automobile spare parts and is an unlisted company. The valuation at 31 March 2022 is based
on the cost of the investment when it was purchased in June 2021 with consideration given to the company’s performance, the
macro-environment and benchmarking the position to a range of comparable market data. As at 31 March 2022, its fair value was
£14,296,000 (book cost: £13,129,000).
Cutia Therapeutics
Cutia Therapeutics is a specialty pharmaceutical company and is an unlisted company. The valuation at 31 March 2022 is based on
the cost of the investment when it was purchased in September 2021 with consideration given to the company’s performance, the
macro-environment and benchmarking the position to a range of comparable market data. As at 31 March 2022, its fair value was
£10,720,000 (book cost: £10,266,000).
Beisen
Beisen is a Chinese talent management company that offers talent management and measurement solutions and is an unlisted
company. The valuation at 31 March 2022 is based on the cost of the investment when it was purchased in April 2021 with
consideration given to the company’s performance, the macro-environment and benchmarking the position to a range of comparable
market data. As at 31 March 2022, its fair value was £10,656,000 (book cost: £11,758,000).
Xiaoju Kuaizhi (Didi Chuxing)
Xiaoju Kuaizhi (Didi Chuxing) is a leading Chinese e-commerce company providing transport services. The Company holds unlisted
preference shares awaiting conversion to American Depositary Shares (ADS). The valuation at 31 March 2022 is based on the price of
the ADS with a conversion rate applied. As at 31 March 2022, its fair value was £4,796,000 (book cost: £9,971,000).
Since the year ended 31 March 2022, the company’s preference shares have been converted to ADS shares. See Note 22 for further
details.
Shanghai Yiguo
Shanghai Yiguo operates an e-commerce platform, selling fruit and vegetables online to customers in China and is an unlisted
company. The company has commenced liquidation proceedings and following internal review, the valuation at £nil remained
appropriate as at 31 March 2022 (book cost: £11,806,000).
Companies whose listings are suspended
Four listed companies in the portfolio have had their listing suspended: DBA Telecommunication (Asia) Limited (suspended July
2014), China Animal Healthcare Limited (suspended March 2015), BNN Technology Limited (suspended September 2017) and
G3Exploration (suspended October 2020). As at 31 March 2022, each holding has been valued at £nil.
Significant holdings
Details of significant holdings are noted below in accordance with the disclosure requirements of paragraph 82 of the AIC SORP. The
Company is required to provide a list of all investments at the balance sheet date with a value greater than 5% if its portfolio and at
least the ten largest investments, including the value of each investment, and for unlisted investments included in the list, additional
detail is required as shown below. This disclosure includes turnover, pre-tax profits and net assets attributable to investors, as reported
within the most recently audited financial statements of the investee companies.
Latest
Financial
Statements
Proportion
of capital
owned
Income
recognised
from the
holding in
the year
Turnover
US$’000
Pre-tax
profit/(loss)
US$’000
Net assets
attributable to
shareholders
US$’000
Pony.ai n/a 0.95% nil Information not publicly available
DJI International n/a 0.19% nil Information not publicly available
Venturous Holdings n/a 26.70% nil Information not publicly available
Notes to the Financial Statements continued
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
19 Financial Instruments continued
Movements in level 3 investments during the year
2022
Level 3
£’000
2021
Level 3
£’000
Level 3 investments at the beginning of the year 166,464 81,146
Purchases at cost 35,153 63,847
Transfers out of level 3 at cost – Full Truck Alliance and SenseTime* (26,330)
Unrealised profits recognised in the Income Statement 19,363 21,471
Level 3 investments at the end of the year 194,650 166,464
* Financial instruments are transferred out of level 3 when they become listed.
20 Capital Resources and Gearing
The Company does not have any externally imposed capital requirements. The financial resources of the Company comprise its share
capital, reserves and gearing, which are disclosed on the Balance Sheet. The Company is managed in accordance with its investment
policy and in pursuit of its investment objective, both of which are detailed in the Strategic Report on pages 31 and 32. The principal
risks and their management are disclosed in the Strategic Report on pages 33 to 36 and in Note 19 above.
The Company’s gearing at the year end is set out below:
2022
Gross gearing Net gearing
Exposure
£’000 %
1
Exposure
£'000 %
1
Investments 1,365,485 97.5 1,365,485 97.5
Long CFDs 568,330 40.6 568,330 40.6
Call options 2,642 0.2 2,642 0.2
Total long exposures before hedges 1,936,457 138.3 1,936,457 138.3
less: short derivative instruments hedging the above (189,141) (13.5) (189,141) (13.5)
Total long exposures after the netting of hedges 1,747,316 124.8 1,747,316 124.8
Short CFDs 14,149 1.0 (14,149) (1.0)
Put options 4,096 0.3 (4,096) (0.3)
Gross Asset Exposure/net exposure 1,765,561 126.1 1,729,071 123.5
Net Assets 1,400,621 1,400,621
Gearing
2
26.1% 23.5%
1 Exposure to the market expressed as a percentage of Net Assets.
2 Gearing is the amount by which Gross Asset Exposure/net exposure exceeds Net Assets expressed as a percentage of Net Assets.
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20 Capital Resources and Gearing continued
2021
Gross gearing Net gearing
Exposure
£’000 %
1
Exposure
£’000 %
1
Investments 2,167,275 99.3 2,167,275 99.3
Long CFDs 707,808 32.4 707,808 32.4
Total long exposures before hedges 2,875,083 131.7 2,875,083 131.7
less: short derivative instruments hedging the above (206,452) (9.4) (206,452) (9.4)
Total long exposures after the netting of hedges 2,668,631 122.3 2,668,631 122.3
Short CFDs 82,102 3.7 (82,102) (3.7)
Put options 4,132 0.2 (4,132) (0.2)
Gross Asset Exposure/net exposure 2,754,865 126.2 2,582,397 118.4
Net Assets 2,182,977 2,182,977
Gearing
2
26.2% 18.4%
1 Exposure to the market expressed as a percentage of Net Assets.
2 Gearing is the amount by which Gross Asset Exposure/net exposure exceeds Net Assets expressed as a percentage of Net Assets.
21 Transactions with the Manager and Related Parties
FIL Investment Services (UK) Limited is the Company’s Alternative Investment Fund Manager and has delegated portfolio management
to FIL Investment Management (Hong Kong) Limited. Both are Fidelity group companies.
Details of the current fee arrangements are given in the Directors’ Report on page 40. During the year, management fees of
£19,643,000 (2021: £18,591,000), and accounting, administration and secretarial fees of £nil (2021: £100,000) were payable to
the Manager. At the Balance Sheet date, management fees of £1,307,000 (2021: £2,094,000), and accounting, administration
and secretarial fees of £nil (2021: £8,000) were accrued and included in other payables. Fidelity also provides the Company with
marketing services. The total amount payable for these services was £264,000 (2021: £195,000). At the Balance Sheet date, marketing
services of £4,000 (2021: £17,000) were accrued and included in other payables.
Disclosures of the Directors’ interests in the shares of the Company and fees and taxable expenses, relating to reasonable travel
expenses, payable to the Directors are given in the Directors’ Remuneration Report on pages 50 and 51. In addition to the fees
and taxable expenses disclosed in the Directors’ Remuneration Report, £19,000 (2021: £17,000) of employers’ National Insurance
contributions were paid by the Company. At the Balance Sheet date, Directors’ fees of £15,000 (2021: £14,000) were accrued
and payable.
22 Post Balance Sheet Event
Subsequent to the year ended 31 March 2022, the Company elected to convert its holding of unlisted preference shares in Xiaoju
Kuaizhi (Didi Chuxing) to listed American Depositary Shares (ADS). There was no impact on the net assets of the Company as a result
of this conversion. Subsequently, the company announced its plans to delist from the New York Stock Exchange with the purpose of
relisting on another exchange.
Notes to the Financial Statements continued
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GOVERNANCEINFORMATION FOR SHAREHOLDERS FINANCIAL STRATEGY
Alternative Performance Measures
Discount/Premium
The discount/premium is considered to be an Alternative Performance Measure. It is the difference between the NAV of the Company
and the share price and is expressed as a percentage of the NAV. Details of the Company's discount/premium are on the Financial
Highlights page and are both defined in the Glossary of Terms on pages 102 and 103.
Gearing
Gearing is considered to be an Alternative Performance Measure. See Note 20 on pages 93 and 94 for details of the Company’s
gearing.
Net Asset Value ("NAV") per Ordinary Share
The NAV per Ordinary Share is considered to be an Alternative Performance Measure. See the Balance Sheet on page 67 and Note
18 on page 82 for further details.
Ongoing charges
Ongoing charges are considered to be an Alternative Performance Measure. The ongoing charges ratio has been calculated in
accordance with guidance issued by the AIC as the total of management fees and other expenses expressed as a percentage of the
average net assets throughout the year.
2022
£’000
2021
£’000
Investment management fees (£’000) 15,937 16,475
Other expenses (£’000) 1,418 1,368
Ongoing charges (£’000) 17,355 17,843
Variable management fees (£’000) 3,706 2,116
Average net assets (£’000) 1,848,490 1,836,578
Ongoing charges ratio 0.94% 0.97%
Ongoing charges ratio including variable management fees 1.14% 1.09%
Revenue, Capital and Total Earnings per Share
Revenue, capital and total earnings per share are considered to be Alternative Performance Measures. See the Income Statement on
page 65 and Note 8 on page 77 for further details.
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Total Return Performance
Total return performance is considered to be an Alternative Performance Measure. NAV per share total return includes reinvestment of
the dividend in the NAV of the Company on the ex-dividend date. Share price total return includes the reinvestment of the net dividend
in the month that the share price goes ex-dividend.
The tables below provide information relating to the NAV per share and share prices of the Company, the impact of the dividend
reinvestments and the total returns for the years ended 31 March 2022 and 31 March 2021.
2022
Net asset
value per
share
Share
price
31 March 2021 423.50p 419.00p
31 March 2022 272.52p 252.00p
Change in the year -35.7% -39.9%
Impact of dividend reinvestment +0.8% +0.7%
Total return for the year -34.9% -39.2%
2021
Net asset
value per
share
Share
price
31 March 2020 236.27p 216.00p
31 March 2021 423.50p 419.00p
Change in the year +79.2% +94.0%
Impact of dividend reinvestment +2.7% +3.2%
Total return for the year +81.9% +97.2%
Alternative Performance Measures continued
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FINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS STRATEGY
Notice is hereby given that the Annual General Meeting
of Fidelity China Special Situations PLC will be held at
155Bishopsgate, London EC2M 3YD on Wednesday, 20 July
2022 at 11.00 am for the following purposes:
1. To receive and adopt the Annual Report and Financial
Statements for the year ended 31 March 2022.
2. To declare that a final dividend for the year ended
31 March 2022 of 5.50 pence per ordinary share be paid
to shareholders who appear on the register as at close of
business on 17 June 2022.
3. To re-elect Mr Mike Balfour as a Director.
4. To re-elect Mr Alastair Bruce as a Director.
5. To re-elect Mrs Vanessa Donegan as a Director.
6. To elect Ms Georgina Field as a Director.
7. To re-elect Dr Linda Yueh as a Director.
8. To approve the Directors’ Remuneration Report (excluding
the section headed The Remuneration Policy set out on
page49) for the year ended 31 March 2022.
9. To approve the Remuneration Policy as stated in the
Directors’ Remuneration Report on page 49.
10. To reappoint Ernst & Young LLP as Auditor of the Company to
hold office until the conclusion of the next general meeting at
which financial statements are laid before the Company.
11. To authorise the Directors to determine the Auditor’s
remuneration.
To consider and, if thought fit, to pass the following special
business resolutions of which Resolution 12 will be proposed
as an ordinary resolution and Resolutions 13 and 14 as special
resolutions.
Authority to Allot Shares and Disapply Pre-Emption Rights
Resolutions 12 and 13 will, if approved, authorise the Directors
to allot a limited number of ordinary shares (or sell any ordinary
shares which the Company elects to hold in Treasury) for cash
without first offering such shares to existing ordinary shareholders
pro-rata to their existing holdings. The limit set by the Board is
10% of the number of ordinary shares of the Company (including
Treasury shares) in issue on 30 May 2022. The Directors will only
issue new ordinary shares, or dispose of ordinary shares held
in Treasury, under this authority in order to take advantage of
opportunities in the market as they arise and only if they believe
it is advantageous to the Company’s shareholders to do so. Any
ordinary shares held in Treasury would be re-issued at no less
than net asset value (“NAV”) per ordinary share, or at a premium
to NAV per ordinary share. This would ensure that the net effect
of repurchasing and then re-issuing the ordinary shares would
enhance NAV per ordinary share.
12. THAT the Directors be and they are hereby generally and
unconditionally authorised in accordance with Section 551
of the Companies Act 2006 (the “Act”) to exercise all the
powers of the Company to allot shares in the Company or
to grant rights to subscribe for or to convert any securities
into shares in the Company (“relevant securities”) up to an
aggregate nominal amount of £571,054 (approximately 10%
of the aggregate nominal amount of the issued share capital
of the Company (including Treasury shares) as at 30 May
2022) and so that the Directors may impose any limits or
restrictions and make any arrangements which they consider
necessary or appropriate to deal with Treasury Shares,
fractional entitlements, record dates, legal, regulatory or
practical problems in, or under the laws of, any territory or
any other matter, such authority to expire at the conclusion of
the next Annual General Meeting (AGM”) of the Company
or the date 15 months after the passing of this resolution,
whichever is the earlier, 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 relevant
securities to be allotted after such expiry as if the authority
conferred by this resolution had not expired. All previous
unexpired authorities are revoked, but without prejudice to
any allotment of shares or grant of rights already made,
offered or agreed to be made pursuant to such authorities.
13. THAT, subject to the passing of Resolution 12, as set out
above, the Directors be and they are hereby authorised,
pursuant to Sections 570-573 of the Act to allot equity
securities (as defined in Section 560 of the Act) for cash
pursuant to the authority given by the said Resolution 12
and/or to sell ordinary shares held by the Company as
Treasury shares for cash, as if Section 561 of the Act did not
apply to any such allotment or sale, provided that this power
shall be limited:
a) to the allotment of equity securities or sale of Treasury
shares up to an aggregate nominal amount of £571,054
(approximately 10% of the aggregate nominal amount
of the issued share capital of the Company (including
Treasury shares) as at 30 May 2022); and
b) by the condition that allotments of equity securities or
sales of Treasury shares may only be made pursuant
to this authority at a price of not less than the NAV per
ordinary share.
and this power shall expire at the conclusion of the next
AGM of the Company or the date 15 months after the
passing of this resolution, whichever is the earlier, save
that this authority shall allow the Company to make offers
or agreements before the expiry of this authority, and the
Directors may allot equity securities in relation to such an
offer or agreement as if the authority conferred by this
resolution had not expired.
Authority to Repurchase Shares
Resolution 14 is a special resolution which, if approved, will
renew the Company’s authority to purchase up to 14.99% of the
number of ordinary shares in issue (excluding Treasury shares) on
30 May 2022, either for immediate cancellation or for retention
as Treasury shares, at the determination of the Board. Once
shares are held in Treasury, the Directors may only dispose of
them in accordance with the relevant legislation by subsequently
selling the shares for cash or cancelling the shares. Purchases
of ordinary shares will be at the discretion of the Directors and
Notice of Meeting
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within guidelines set by them from time to time in the light of
prevailing market conditions. Purchases will only be made in the
market at prices below the prevailing NAV per ordinary share,
thereby resulting in an increased NAV per ordinary share.
14. THAT the Company be and is hereby generally and
unconditionally authorised in accordance with Section 701
of the Companies Act 2006 (the “Act”) to make market
purchases (within the meaning of Section 693 of the Act) of
ordinary shares of 1 pence each (the “shares”) in the capital
of the Company provided that
a) the maximum number of shares hereby authorised to be
purchased shall be 76,965,549;
b) the minimum price which may be paid for an ordinary
share is 1 pence;
c) the maximum price (excluding expenses) which may be
paid for each share is the higher of:
(i) 5% above the average of the middle market
quotations for the shares as derived from the
London Stock Exchange Official List for the five
business days preceding the date of purchase; and
(ii) the higher of the price of the last independent
trade and the highest current independent
purchase bid on the London Stock Exchange at the
time the purchase is carried out;
d) the authority hereby conferred shall expire at the
conclusion of the next AGM of the Company unless such
authority is renewed prior to such time; and
e) the Company may make a contract to purchase shares
under the authority hereby conferred prior to the expiry
of such authority which will or may be executed wholly
or partly after the expiration of such authority and may
make a purchase of shares pursuant to any such contract.
By Order of the Board
FIL Investments International
Secretary
30 May 2022
Notes to the Notice of Meeting:
1. A member of the Company entitled to attend and vote at
the Annual General Meeting may appoint a proxy or proxies
to attend and to speak and vote instead of him or her. A
member may appoint more than one proxy in relation to
the Annual General Meeting provided that each proxy is
appointed to exercise the rights attached to a different share
or shares held by that member. A proxy need not be a
member of the Company. To appoint a proxy via the share
portal at www.signalshares.com, you will need to log in to
your share portal account or register if you have not previously
done so. To register you will need your Investor Code which
can be found on your Form of Proxy.
2. A Form of Proxy is enclosed and must be returned to the
Registrar at the address on the form to arrive not later than
11.00 am on Monday, 18 July 2022. Completion and return
of the Form of Proxy will not prevent a shareholder from
subsequently attending the meeting and voting in person or
virtually if they so wish.
3. To be effective, the instrument appointing a proxy, and any
power of attorney or other authority under which it is signed
(or a copy of any such authority certified notarially or in some
other way approved by the Directors), must be deposited with
the Company’s Registrar, PXS 1, Link Group, Central Square,
29 Wellington Street, Leeds LS1 4DL not less than 48 hours
before the time for holding the meeting or adjourned meeting
or, in the case of a poll taken more than 48 hours after it is
demanded, not less than 24 hours before the time appointed
for the taking of the poll at which it is to be used.
4. In the case of joint holders, the vote of the senior who tenders
the vote shall be accepted to the exclusion of the votes of
the other joint holders and for this purpose, seniority shall
be determined by the order in which the names stand in the
Register of Members.
5. To appoint a proxy or to give or amend an instruction to a
previously appointed proxy via the CREST system, the CREST
message must be received by the issuer’s agent RA10 by
11.00 am on Monday, 18 July 2022, For this purpose, the time
of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications
Host) from which the issuer’s agent is able to retrieve the
message. After this time any change of instructions to a proxy
appointed through CREST should be communicated to the
proxy by other means. CREST Personal Members or other
CREST sponsored members and those CREST Members who
have appointed voting service provider(s) should contact their
CREST sponsor or voting service provider(s) for assistance with
appointing proxies via CREST. For further information on CREST
procedures, limitations and systems timings please refer to the
CREST Manual. We may treat as invalid a proxy appointment
sent by CREST in the circumstances set out in Regulation
35(5) of the Uncertificated Securities Regulations 2001. In any
case your Form of Proxy must be received by the Company’s
Registrar no later than 11.00 am on Monday, 18 July 2022.
6. Proxymity Voting – If you are an institutional investor
you may also 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 no
later than 11.00 am on Monday 18 July 2022 in order to
be considered valid. 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.
7. All members are entitled to attend and vote at the AGM
and ask questions. The right to vote at the meeting will be
determined by reference to the Register of Members as at
close of business on Monday, 18 July 2022. Shareholders
are urged to vote using the Form of Proxy provided or
electronically where permitted by your nominee or platform.
Notice of Meeting continued
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FINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS STRATEGY
8. The Company is pleased to be able to offer facilities for
shareholders to attend, ask questions and vote at the AGM
electronically in real time should they wish to do so. The
details are set out below.
In order to join the AGM electronically and ask questions
via the platform, shareholders will need to connect to the
following site: https://web.lumiagm.com. Lumi is available
as a mobile web client, compatible with the latest browser
versions of Chrome, Firefox, Edge and Safari and can be
accessed using any web browser, on a PC or smartphone
device.
Once you have accessed https://web.lumiagm.com from
your web browser on a tablet or computer, you will be asked
to enter the Lumi Meeting ID which is 152-195-444. You will
then be prompted to enter your unique 11 digit Investor Code
(“IVC”) including any leading zeros and ‘PIN’. Your PIN is
the last 4 digits of your IVC. This will authenticate you as a
shareholder.
Your IVC can be found on your share certificate or as
detailed on your proxy form. Signal Shares users
(www.signalshares.com) will find this under ‘Manage
your account’ when logged in to the Signal Shares portal.
You can also obtain this by contacting Link, our Registrar, by
calling +44 (0) 371 277 1020*.
Access to the AGM will be available from 30 minutes before
the meeting start time, although the voting functionality will
not be enabled until the Chairman of the meeting declares
the poll open. During the AGM, you must ensure you are
connected to the internet at all times in order to vote when the
Chairman commences polling on the Resolutions. Therefore,
it is your responsibility to ensure connectivity for the duration
of the AGM via your wi-fi. A user guide to the Lumi platform is
available on the Company’s pages of the Manager’s website
at: www.fidelity.co.uk/china.
If you wish to appoint a proxy other than the Chairman of the
meeting and for them to attend the virtual meeting on your
behalf, please submit your proxy appointment in the usual
way before contacting Link Group on +44 (0) 371 277 1020*
in order to obtain their IVC and PIN. It is suggested that you
do this as soon as possible and at least 48 hours (excluding
non-business days) before the meeting.
If your shares are held within a nominee / platform and
you wish to attend the electronic meeting, you will need to
contact your nominee as soon as possible. Your nominee will
need to present a corporate letter of representation to Link
Group, the Registrar, as soon as possible and at least 72
hours (excluding non-business days) before the meeting, in
order that they can obtain for you your unique IVC and PIN to
enable you to attend the electronic meeting.
If you are unable to obtain a unique IVC and PIN from
your nominee or platform, we will also welcome online
participation as a guest. Once you have accessed
https://web.lumiagm.com from your web browser on a
tablet or computer, you will need to enter the
Lumi Meeting ID which is 152-195-444. You should then select
the ‘Guest Access’ option before entering your name and who
you are representing, if applicable. This will allow you to view
the meeting and ask questions but you will not be able to vote.
*Lines are open from 9.00 a.m. to 5.30 p.m. Monday to
Friday, excluding public holidays in England and Wales.
Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the UK will be charged at the
applicable international rate.
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, under
an agreement between him and the member by whom he
was nominated, have a right 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 may, under any such
agreement, have a right to give instructions to the member
as to the exercise of voting rights. The statement of the rights
of members in relation to the appointment of proxies in
Note 1 above does not apply to Nominated Persons. The
right described in that paragraph can only be exercised by
members of the Company.
10. If the Chairman, as a result of any proxy appointments, is
given discretion as to how the votes which are the subject
of those proxies are cast and the voting rights in respect of
those discretionary proxies, when added to the interests in the
Company’s securities already held by the Chairman, result in
the Chairman holding such number of voting rights that he has
a notifiable obligation under the Disclosure and Transparency
Rules, the Chairman will make the necessary notifications to
the Company and the Financial Conduct Authority. As a result,
any member holding 3% or more of the voting rights in the
Company who grants the Chairman a discretionary proxy in
respect of some or all of those voting rights and so would
otherwise have a notification obligation under the Disclosure
and Transparency Rules, need not make separate notification
to the Company and the Financial Conduct Authority.
11. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company has specified that to be
entitled to attend and vote at the AGM (and for the purpose
of determining the number of votes they may cast), members
must be entered on the Register of Members by close of
business on Monday, 18 July 2022. If the meeting is adjourned
then, to be so entitled, members must be entered on the
Register of Members by close of business on the day two
days before the time fixed for the adjourned meeting, or, if the
Company gives notice of the adjourned meeting, at any other
time specified in that notice.
12. As at 30 May 2022 (the latest practicable date prior to the
publication of this document), the Company’s issued share
capital consisted of 571,054,480 ordinary shares. The number
of shares held by the Company in Treasury was 57,608,521.
Therefore, the total number of shares with voting rights in the
Company was 513,445,959.
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13. 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.
14. Shareholders and any proxies or representatives they appoint
understand that by attending the meeting they are expressly
agreeing that they are willing to receive any communications,
including communications relating to the Company’s securities,
made at the meeting.
15. It is possible that, pursuant to requests made by members of
the Company under Section 527 of the Companies Act 2006,
the Company may be required to publish on its website a
statement setting out any matter relating to the audit of the
Company’s accounts (including the Auditor’s report and the
conduct of the audit) that is to be laid before the AGM or
any circumstance connected with an Auditor of the Company
ceasing to hold office since the previous meeting at which
the Annual Report and Financial Statements were laid. The
Company may not require the Shareholders requesting any
such website publication to pay its expenses in complying
with such requests. Where the Company is required to place a
statement on a website under Section 527 of the Companies
Act 2006, 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 Companies Act
2006 to publish on its website.
16. No Director has a service contract with the Company.
17. A copy of this notice and other information required by
Section 311A of the Companies Act 2006 is published on the
Company’s website at www.fidelity.co.uk/china.
Registered office: Beech Gate, Millfield Lane, Lower Kingswood,
Tadworth, Surrey KT20 6RP.
Notice of Meeting continued
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FINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS STRATEGY
AAF REPORT
A report prepared in accordance with the Audit and Assurance
Faculty guidance issued by the Institute of Chartered Accountants
in England and Wales.
ADR (AMERICAN DEPOSITARY RECEIPT)
A negotiable certificate issued by a US bank representing a
specified number of shares in a foreign stock that is traded on a
US Exchange.
AIC
The Association of Investment Companies (“AIC). The Company
is a member of the AIC.
AIF
Alternative Investment Fund (AIF). The Company is an AIF.
AIFM
Alternative Investment Fund Manager (AIFM). The Board has
appointed FIL Investment Services (UK) Limited to act as the
Company’s AIFM.
AIFMD
The Alternative Investment Fund Managers Directive (AIFMD) is
a European Union Directive implemented on 22 July 2014.
AIM (ALTERNATIVE INVESTMENT MARKET)
A sub-market designed to help smaller companies access capital
from the public market. AIM allows these companies to raise
capital by listing on a public exchange with greater flexibility
compared to the main market.
ALTERNATIVE PERFORMANCE MEASURES
The Company uses the following Alternative Performance
Measures which are all defined in this Glossary:
• Discount/Premium;
• Gearing;
Net Asset Value (NAV) per Ordinary Share;
Ongoing Charges;
Revenue, Capital and Total Earnings per share; and
Total Return Performance (Net Asset Value Total Return or
Share Price Total Return).
ASSET EXPOSURE
The value of an underlying security or instrument to which
the Company is exposed, whether through direct or indirect
investment (including the economic value of the exposure in the
underlying asset of derivatives).
AUDITOR
Ernst & Young LLP, or such other auditor, as the Company may
appoint from time to time.
BENCHMARK INDEX
MSCI China Index total return (in UK sterling terms) and is a
composite of China “A”, “B“, “H“, “Red Chip“ and “P Chip“ share
classes and foreign listings (e.g. ADRs).
BROKER
The Company’s Broker is Peel Hunt LLP.
CHINA “A” SHARES
Shares traded on the Chinese Stock Exchanges in Chinese
renminbi. Foreign investors were unable to participate in the
China “A” Shares market until the introduction of the QFII program
in 2002 which provided a legal framework for licensed QFIIs to
invest in China “A” Shares on the Chinese Stock exchanges and
certain other securities previously not eligible for investment by
foreign investors.
CHINA “B” SHARES
Shares traded on the Shenzhen Stock Exchange and Shanghai
Stock Exchange in Hong Kong dollars and US dollars,
respectively. The shares were originally intended to be available
only to foreign individuals and institutional investors, however,
since February 2001 they have also been available to domestic
individual investors who trade through legal foreign currency
accounts.
CHINA “H” SHARES
Shares in companies incorporated in the PRC and listed on the
Hong Kong Stock Exchange. They are available to non-Chinese
investors and are traded in Hong Kong dollars on the Hong Kong
Stock Exchange.
CHINESE RENMINBI
Currency of the PRC.
CHINESE STOCK EXCHANGES
The Shanghai Stock Exchange, the Shenzhen Stock Exchange and
any other stock exchange located within the PRC from time to
time.
CHINEXT
ChiNext is a NASDAQ-style board of the Shenzhen Stock
Exchange for innovative and fast-growing companies, especially
high-tech companies. It started trading in October 2009. The
MSCI added stocks trading on Shenzhen’s ChiNext board to its
indexes for the first time in May 2019, allowing foreign investors
to tap the tech-focused board by investing in the indexes.
COLLATERAL
Assets provided as security.
CONTRACT FOR DIFFERENCE (CFD)
A contract for difference is a derivative. It is a contract between
the Company and an investment bank at the end of which the
parties exchange the difference between the opening price and
the closing price of the underlying asset of the specified financial
instrument. It does not involve the Company buying or selling the
underlying asset, only agreeing to receive or pay the movement
in its share price. A contract for difference allows the Company
to gain access to the movement in the share price by depositing
a small amount of cash known as margin. The Company may
reason that the asset price will rise, by buying (“long” position)
or fall, by selling (“short” position). If the Company holds long
positions, dividends are received and interest is paid. If the
Company holds short positions, dividends are paid and interest
is received.
Glossary to the Annual Report
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CUSTODIAN
An entity that holds (as intermediary) the Company’s assets,
arranges the settlement of transactions and administers income,
proxy voting and corporate actions. The Company’s Custodian is
JPMorgan Chase Bank.
DEBT
Bank borrowings and long contracts for difference.
DEPOSITARY
An entity that oversees the custody, cash arrangements and other
AIFM responsibilities of the Company. J.P. Morgan Europe Limited
act as the Company’s Depositary.
DERIVATIVES
Financial instruments whose value is derived from the value of
an underlying asset or other financial instruments. The main
categories of derivatives are contracts for difference, warrants,
futures and options.
DISCOUNT
If the share price of the Company is lower than the net asset
value per ordinary share, the Company’s shares are said to be
trading at a discount. It is shown as a percentage of the net
asset value per ordinary share.
EARNINGS
The earnings generated in a given period from investments:
Revenue Earnings – reflects the dividends and interest from
investments and other income, net of expenses, finance costs
and taxation;
Capital Earnings – reflects the return on capital, excluding
any revenue earnings; and
Total Earnings – reflects the aggregate of revenue and
capital earnings.
EQUITY LINKED NOTES (ELNS)
Debt instruments whose return on investment is linked to specific
equities or equity markets. The return on equity linked notes may
be determined by an equity index, a basket of equities, or a
single equity.
FAIR VALUE
The carrying value in the Balance Sheet which represents the
amount that would be received or paid on disposal of the
financial asset or liability.
FIL
FIL Limited and each of its subsidiaries.
FIL LIMITED
The ultimate parent company of the FIL Group of companies.
Incorporated in Bermuda.
FIDELITY
FIL Investments International.
FORWARD CURRENCY CONTRACT
An agreement to buy or sell a currency, commodity or other asset
at a specified future date and at a predetermined price.
FUTURE OR FUTURE CONTRACT
An agreement to buy or sell a stated amount of a security,
currency or commodity at a specific future date and at a pre-
agreed price.
GROSS ASSET EXPOSURE
The value of the portfolio to which the Company is exposed,
whether through direct or indirect investment (including the
economic value of the exposure in the underlying asset of the
derivatives, but excluding forward currency contracts).
GROSS GEARING
Gross Asset Exposure in excess of Net Assets.
HEDGING
A hedge position demonstrates risk reduction qualities by
delivering short exposure to an asset which has regional
congruence and a correlation of at least 80% to long exposures
in the Company’s portfolio. It therefore distinguishes itself from
a “short” which is a position not opened with the objective of
reducing the long exposure in the portfolio. Qualifying hedge
exposures do not count towards the short exposure limits. For
the purposes of calculating Gross Asset Exposure, the exposure
attributed to the hedge positions will be deducted from the
exposure of the corresponding long positions. Short positions are
added to long positions in arriving at the Gross Asset Exposure.
INDEX LINKED SECURITIES
Debt instruments whose return on investment is linked to changes
in interest rates, stock exchanges, or other price indices.
INITIAL PUBLIC OFFERING (IPO)
An initial public offering (“IPO) is the first sale of stock by a
private company to the public. IPOs are often issued by smaller,
younger companies seeking the capital to expand, but can also
be done by large privately owned companies looking to become
publicly traded.
INVESTMENT MANAGER
FIL Investment Management (Hong Kong) Limited.
KROLL
Kroll (previously Duff & Phelps) provides an objective and
independent assessment of value using sophisticated valuation
methodologies. It constantly monitors changing regulations
and consistently provides input to Accounting Standards Boards
as they develop implementation guidance and new financial
reporting rules with valuation implications.
LINK GROUP
The Company’s Registrar.
MANAGEMENT AGREEMENT
The agreement between FIL Investment Management (Hong
Kong) Limited and the Company regarding the management of
the Company’s investments.
Glossary to the Annual Report continued
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FINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS STRATEGY
MANAGER
FIL Investment Services (UK) Limited is the appointed Manager
under the Alternative Investment Fund Managers’ Directive
(“AIFMD) and has delegated the investment management of the
Company to the Investment Manager.
MSCI CHINA INDEX
The Benchmark Index of the investment performance of the
Company, in UK sterling terms.
MSCI CHINA MID CAP INDEX
Designed to measure the performance of the mid cap segment
of the China market. The Index represents approximately 15% of
the free float-adjusted market capitalisation of the China equity
universe.
MSCI CHINA SMALL CAP INDEX
Designed to measure the performance of the small cap segment
of the China market. The Index represents approximately 14% of
the free float-adjusted market capitalisation of the China equity
universe.
NASDAQ
A global electronic marketplace for buying and selling securities,
as well as the benchmark index for US technology stocks.
NET ASSETS
The value of the Company’s assets minus its liabilities.
NET ASSETS PLUS BORROWINGS
Net Assets plus bank loans.
NET ASSET VALUE (NAV)
Net asset value is sometimes described as “Shareholders’ Funds
and is the total value of the Company’s assets less the total value
of its liabilities. For valuation purposes, it is common to express
the Net asset value on a per ordinary share basis.
NET ASSET VALUE (NAV) PER ORDINARY SHARE
The NAV per ordinary share is calculated as Shareholders’ Funds
divided by the number of ordinary shares in issue.
NET GEARING
Net Gearing is the total of all long exposures, less short
exposures and less exposures hedging the portfolio in excess of
Net Assets.
NET MARKET EXPOSURE
Net Market Exposure is the total of all long exposures, less short
exposures and less exposures hedging the portfolio.
ONGOING CHARGES (EXCLUDING VARIABLE MANAGEMENT
FEE ELEMENT)
Total operating expenses (excluding finance costs and taxation)
incurred by the Company as a percentage of the average daily
net asset values for the reporting year.
OPTIONS
An option is a contract which gives the right but not the
obligation to buy or sell an underlying asset at an agreed price
on or before an agreed date. Options may be call or put and
are used to gain or reduce exposure to the underlying asset on a
conditional basis.
P CHIPS
Companies controlled by mainland China individuals, with the
establishment and origin of the company in mainland China.
P Chips are incorporated outside of the PRC and traded on the
Stock Exchange of Hong Kong with a majority of revenues or
assets derived from mainland China.
PEEL HUNT LLP
The Company’s Broker.
PORTFOLIO
The Company’s portfolio which may be made up of equities,
index linked securities, equity linked notes and other debt
securities, cash deposits, money market instruments, foreign
currency exchange transactions and other interests including
derivatives (such as futures, options and contracts for difference).
PORTFOLIO MANAGER
Dale Nicholls is the appointed Portfolio Manager of the Company
and is responsible for managing the Company’s assets.
PRC
The People’s Republic of China (excluding Taiwan, Hong Kong
and the Macau Special Administrative Region of the PRC).
PRE-EMPTION RIGHTS
Section 561 of the Companies Act 2006 provides that a company
offering a new issue of shares must first make an offer of these
shares, on the same or more favourable terms, in proportion to
the nominal value held, to existing shareholders. At each annual
general meeting, the Board seeks shareholder approval to
disapply pre-emption right provision, up to 10% of the Company’s
issued share capital.
PREMIUM
If the share price of the Company is higher than the net asset
value per ordinary share, the Company’s shares are said to be
trading at a premium. The premium is shown as a percentage of
the net asset value per ordinary share.
PROSPECTUS
The Prospectus of the Company dated 7 January 2011.
QFII
The Investment Manager is a QFII (a Qualified Foreign
Institutional Investor) and as such has been granted a QFII
licence by the China Securities Regulatory Commission (“CSRC”)
which permits the Company to invest in China “A” Shares through
the Investment Manager and has received an allocation of quota
for onshore investment from the State Administration of Foreign
Exchange of the PRC (“SAFE”).
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RED CHIPS
Companies incorporated outside China but which are based in
mainland China. Red Chips are listed on, and are required to
observe the filing and reporting requirements of the Hong Kong
Stock Exchange. Red Chips typically have a significant portion of
their business interests located in mainland China and many are
owned, either directly or indirectly, by organisations or enterprises
controlled by the Chinese state, provinces or municipalities.
REGISTRAR
The entity that manages the Company’s shareholder register. The
Company’s Registrar is Link Group.
RESERVES
Share premium account represents the amount by
which the proceeds from the issue of ordinary shares
has exceeded the cost of those ordinary shares. It is not
distributable by way of dividend and it cannot be used to
fund share repurchases.
Capital redemption reserve represents the nominal value
of ordinary shares repurchased and cancelled. It cannot be
used to fund share repurchases and is not distributable by
way of dividend.
Other reserve is a distributable premium reserve created
on 21 April 2010 when High Court approval was given for
the share premium account to be cancelled. As a result,
£452,232,000 was transferred from the share premium
account to the other reserve. It can be used to fund share
repurchases.
Capital reserve represents realised gains or losses on
investments and derivatives sold, unrealised increases and
decreases in the fair value of investments and derivatives
held and other income and costs recognised in the capital
column of the Income Statement. It can be used to fund
share repurchases and it is distributable by way of dividend.
Revenue reserve represents the net revenue surpluses
recognised in the revenue column of the Income Statement
that have not been distributed as dividends to shareholders.
It is distributable by way of dividend.
SECRETARY
FIL Investments International.
SHAREHOLDERS’ FUNDS
Also described as Net Asset Value, Shareholders’ Funds
represent the total value of the Company’s assets less the total
value of its liabilities as shown in the balance sheet.
SHORT STOCK EXPOSURE
The position of the Company when it has sold a security or
derivative that it does not own but is now committed to eventually
purchase in order to satisfy its obligation to sell. It is a strategy
used to capitalise on an expected decline in the security’s or
derivative’s price.
SIZE OF COMPANY (MARKET CAP)
Large – above £5bn
Medium – between £1bn – £5bn
Small – below £1bn
TOTAL RETURN PERFORMANCE
The return on the share price or net asset value per ordinary
share taking into account the rise and fall of share prices and the
dividends paid to shareholders. Any dividends received by the
shareholder are assumed to have been reinvested in additional
shares (for ordinary share price total return) or the Company’s
assets (for net asset value total return).
TOTAL SHAREHOLDER RETURN (TSR)
Total shareholder return (TSR) is the total return of shares to
shareholders, or the capital gains, plus dividends paid.
TREASURY SHARES
Ordinary Shares of the Company that have been repurchased
by the Company and not cancelled but held in Treasury. These
shares do not receive dividends, have no voting rights and are
excluded from the net asset value calculation.
UNLISTED COMPANIES
Companies not listed on a regulated stock exchange. They
are stated at best estimate of fair value, based on recognised
valuation techniques which may take account of recent arm’s
length transactions in the investments.
VARIABLE INTEREST ENTITY (“VIE”)
A variable interest entity (“VIE) structure is designed to facilitate
foreign investment in sectors of the Chinese domestic economy
which prohibit foreign ownership. The essential purpose of the
VIE structure is to convey the economic benefits and operational
control of ownership without direct equity ownership itself. As the
controlling interest is not based on having the majority of voting
rights, there may be a risk to an investor of being unable to
enforce their ownership rights in certain circumstances.
VARIABLE MANAGEMENT FEE (VMF)
The Company has a Variable Management Fee (VMF) structure.
The base fee is on a tiered basis of 0.90% on the first £1.5
billion of Net Assets, reducing to 0.70% on Net Assets over
£1.5 billion per annum plus a +/- 0.20% variation fee based on
performance relative to the Company’s Benchmark Index (the
MSCI China Index). The maximum fee that the Company could
pay if it outperforms is 1.10% on Net Assets up to £1.5 billion
and reducing to 0.90% on Net Assets over £1.5 billion, but if the
Company underperforms against the Benchmark Index, then the
overall fee could have been as low as 0.70% on Net Assets up to
£1.5 billion, reducing to 0.50% on Net Assets over 1.5 billion.
WARRANTS
A derivative security that gives the Company the right to purchase
securities (usually equity) from the issuer at a specific price and
within a certain time frame.
Glossary to the Annual Report continued
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FINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS STRATEGY
Investing in Fidelity China Special Situations PLC
Fidelity China Special Situations PLC is a company listed on the
London Stock Exchange and you can buy its shares through a
platform, stockbroker, share shop or bank. Fidelity also offers
a range of options, so that you can invest in a way that is best
for you. Details of how to invest and the latest Key Information
Document can be found on the Company’s pages of the
Manager’s website at www.fidelity.co.uk/china.
CONTACT INFORMATION
Shareholders and Fidelity’s Platform Investors should contact the
appropriate administrator using the contact details given below
and in the next column. Links to the websites of major platforms
can be found online at www.fidelityinvestmenttrusts.com.
Shareholders on the main share register
Contact Link Group, Registrar to Fidelity China Special Situations
PLC, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1
4DL.
Email: enquiries@linkgroup.co.uk
Telephone: 0371 664 0300 (calls are charged at the standard
geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international
rate. Lines are open 9:00 – 17:30, Monday to Friday excluding
public holidays in England and Wales).
Details of individual shareholdings and other information can
also be obtained online from the Registrar’s Share Portal at
www.signalshares.com. Shareholders are able to manage their
shareholding online by registering for the Share Portal, a free
and secure online access service. Facilities include:
Account Enquiry – Shareholders can access their personal
shareholding, including share transaction history, dividend
payment history and obtain an up-to-date shareholding valuation.
Amendment of Standing Data – Shareholders can change
their registered postal address and add, change or delete
dividend mandate instructions. Shareholders can also download
forms such as change of address, stock transfer and dividend
mandates as well as buy and sell shares in the Company.
Should you have any queries in respect of the Link Share Portal,
contact the helpline on 0371 664 0391 (calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open 9:00 – 17:30, Monday to Friday
excluding public holidays in England and Wales).
Fidelity Platform Investors
Contact Fidelity, using the freephone numbers given below, or by
writing to: UK Customer Service, Fidelity, PO Box 391, Tadworth,
Surrey KT20 9FU.
Website: www.fidelity.co.uk
Private investors: call free on 0800 41 41 10, 9:00 – 18:00,
Monday to Saturday.
Financial advisers: call free on 0800 41 41 81, 8:00 – 18:00,
Monday to Friday.
General Enquiries
General enquiries should be made to the Secretary, at the
Company’s registered office: FIL Investments International,
Investment Trusts, Beech Gate, Millfield Lane, Lower Kingswood,
Tadworth, Surrey KT20 6RP.
Telephone: 01737 836347
Email: investmenttrusts@fil.com
Website: www.fidelityinvestmenttrusts.com
If you hold Fidelity China Special Situations PLC shares in an
account provided by Fidelity International, you will receive a
report every six months detailing all of your transactions and the
value of your shares.
ShareGift
You may donate your shares to charity free of charge through
ShareGift. Further details are available at www.sharegift.org.uk
or by telephoning 020 7930 3737.
Shareholder Information
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Managers and Advisors
Alternative Investment Fund Manager
(AIFM/the Manager)
FIL Investment Services (UK) Limited
Beech Gate
Millfield Lane
Lower Kingswood
Tadworth
Surrey
KT20 6RP
Investment Manager
FIL Investment Management
(Hong Kong) Limited
Level 21
Two Pacific Place
88 Queensway
Admiralty
Hong Kong
Secretary and Registered Office
FIL Investments International
Beech Gate
Millfield Lane
Lower Kingswood
Tadworth
Surrey
KT20 6RP
Email: investmenttrusts@fil.com
Banker and Custodian
JPMorgan Chase Bank (London Branch)
125 London Wall
London
EC2Y 5AJ
Depositary
J.P.Morgan Europe Limited
25 Bank Street
London
E14 5JP
Financial Adviser and Stockbroker
Peel Hunt LLP
Moor House,
120 London Wall
London
EC2Y 5ET
Independent Auditor
Ernst & Young LLP
25 Churchill Place
London
E14 5EY
Lawyer
Charles Russell Speechlys LLP
5 Fleet Street
London
EC4M 7RD
Registrar
Link Group
10th Floor
29 Wellington Street
Leeds
LS1 4DL
Company Information
The Company’s initial public offering was on 19 April 2010. The
original subscription price for each share was £1. The Company
also issued “C” shares of £1 each on 1 March 2011 and these
were subsequently converted into new ordinary shares.
The Company is a member of the Association of Investment
Companies (“AIC”) from whom general information on investment
trusts can be obtained by telephoning 020 7282 5555 (email
address: enquiries@theaic.co.uk).
Price Information
The share price of the Company is published daily in The
Financial Times under the heading “Investment Companies”.
It is also published in the Times and The Daily Telegraph.
Price and performance information is also available at
www.fidelity.co.uk/china
Investors can also obtain current share price information by
telephoning Fidelity for free on 0800 41 41 10 or FT Cityline on
0905 817 1690 (voice activated service) (calls charged at 60p
per minute on a per second basis from a BT landline. Charges
from other telephone networks may vary). The Reuters Code
for Fidelity China Special Situations PLC is FCSS, the SEDOL is
B62Z3C7 and the ISIN is GB00B62Z3C74.
Net Asset Value (“NAV”) Information
The Company’s NAV is calculated and released to the London
Stock Exchange on a daily basis.
Capital Gains Tax
All UK individuals under present legislation are permitted to
have £12,300 of capital gains in the current tax year 2022/2023
(2021/2022: £12,300) before being liable for capital gains tax.
Capital gains tax is charged at 10% and 20% dependant on the
total amount of taxable income.
Shareholder Information continued
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FINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS STRATEGY
General Data Protection Regulation (“GDPR”)
What personal data is collected and how it is used
The Company is an investment trust which is a public limited company and has certain regulatory obligations such as the
requirement to send documents to its shareholders, for example, the Annual Report and other documents that relate to meetings
of the Company. The Company will therefore collect shareholders’ personal data such as names, addresses and identification
numbers or investor codes and will use this personal data to fulfil its statutory obligations.
Any personal data collected will be kept securely on computer systems and in some circumstances on paper. Personal information
is kept secure in line with Fidelity’s Information Security policies and standards. If you are unhappy with how we have used your
personal data, you can complain by contacting the UK Data Protection Officer at Fidelity International, Beech Gate, Millfield Lane,
Lower Kingswood, Tadworth, Surrey KT20 6RP.
Sharing personal data
In order to assist the Company in meeting its statutory requirements, the Company delegates certain duties around the processing
of this data to its third party service providers, such as the Company’s Registrar and Printers. The Company has appointed
Fidelity to undertake marketing activities for the Company and their privacy statement can be found on the Company’s website at
https://investment-trusts.fidelity.co.uk/privacy-policy/
The Company’s agreements with the third party service providers have been updated to be compliant with GDPR requirements.
The Company confirms to its shareholders that their data will not be shared with any third party for any other purpose, such as for
marketing purposes. In some circumstances, it may be necessary to transfer shareholders’ personal data across national borders
to Fidelity Group entities operating in the European Economic Area (“EEA). Where this does occur, the European standard of
protections will be applied to the personal data that is processed. Where personal data is transferred within the Fidelity Group, but
outside of the EEA, that data will subsequently receive the same degree of protection as it would in the EEA.
Retention Period
We will keep the personal data for as long as is necessary for these purposes and no longer than we are legally permitted to do so.
Requesting access, making changes to your personal data and other important information
Shareholders can access the information that the Company holds about them or ask for it to be corrected or deleted by contacting
Fidelity’s UK Data Protection Officer, Fidelity International, Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RP.
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In compliance with the Alternative Investment Fund Managers’ Directive (AIFMD”), the Board has appointed FIL Investment
Services (UK) Limited (“FISL) as the Company’s Alternative Investment Fund Manager (AIFM”). FISL has delegated the investment
management to FIL Investment Management (Hong Kong) Limited (“FIMHK”) and the company secretarial function to FIL Investments
International (“FII”). Details of the current Management Agreement can be found in the Directors’ Report on page 40.
The table below discloses information required by the Alternative Investment Fund Managers’ Regulations 2013.
Function AIFM Role and Responsibility AIFMD Disclosure
Investment
management
The AIFM provides portfolio management of
assets and investment advice in relation to the
assets of the Company. It has delegated this
function to FIL Investment Management (Hong
Kong) Limited.
The Board remains responsible for setting the
investment strategy, investment policy and
investment guidelines and the AIFM operates
within these guidelines.
Details of the Company’s investment objective,
strategy and investment policy, including limits, are
on pages 31 and 32.
Risk
management
The AIFM has a responsibility for risk
management for the Company which is in
addition to the Board’s corporate governance
responsibility for risk management.
The Company has a Risk Management Process
Document which is agreed with the Board and
demonstrates that risk management is separated
functionally and hierarchically from operating units
and demonstrates independence safeguards. The
Manager maintains adequate risk management
systems in order to identify, measure and monitor
all risks at least annually under AIFMD. The
Manager is responsible for the implementation
of various risk activities such as risk systems, risk
profile, risk limits and testing.
The Board, as part of UK corporate governance,
remains responsible for the identification of
significant risks and for the ongoing review of the
Company’s risk management and internal control
processes.
The AIFM has an ongoing process for identifying,
evaluating and managing the principal risks faced
by the Company and this is regularly reviewed
by the Board. The Board remains responsible for
the Company’s system of risk management and
internal controls and for reviewing its effectiveness.
Further details can be found in the Strategic Report
on pages 33 to 36 and in Note 19 to the Financial
Statements on pages 83 to 93.
Valuation of
illiquid assets
AIFMD requires the disclosure of the percentage
of the Alternative Investment Fund’s assets which
are subject to special arrangements arising from
their illiquid nature and any new arrangements for
managing the liquidity of the Company.
As at the date of this report, none of the Company’s
assets is subject to special arrangements arising
from its illiquid nature.
Alternative Investment Fund Manager’s
Disclosure
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FINANCIAL GOVERNANCEINFORMATION FOR SHAREHOLDERS STRATEGY
Function AIFM Role and Responsibility AIFMD Disclosure
Leverage
The Company uses leverage to increase its
exposure primarily to the stock markets of China
and currently holds long derivatives to achieve
this. The AIFM has set maximum levels of leverage
that are reasonable. It has implemented systems
to calculate and monitor compliance against
these limits and has ensured that the limits have
been complied with at all times.
There are two methods of calculating leverage
– the Gross Method which does not reduce
exposure for hedging; and the Commitment
Method which does reduce exposure for hedging.
The maximum leverage limits are 1.80 for the Gross
Method of calculating leverage and 1.50 for the
Commitment Method.
At 31 March 2022, actual leverage was 1.63 for the
Gross Method and 1.46 for the Commitment Method.
Liquidity
management
The AIFM, in consultation with the Board,
maintains a liquidity management policy which is
considered at least annually.
No new arrangements for managing the liquidity of
the Company have been made. Further details can
be found in Note 19 on page 86.
Remuneration
of the AIFM
The AIFM operates under the terms of Fidelity’s
Global Remuneration Policy Statement. This
ensures that the AIFM complies with the
requirements of the FCA’s Remuneration Code
(SYSC19A); the AIFM Remuneration Code
(SYSC19B) and the BIPRU Remuneration Code
(SYSC19C).
Details of Fidelity International’s Global Remuneration
Policy can be found at www.fidelityinternational.
com/global/remuneration/default.page
EU Securities Financing Transactions Regulation (“SFTR”)
The following disclosures relate to contracts for difference (“CFDs”) held by the Company which may be considered Total Return
Swaps under the SFTR, which came into force on 12 January 2016.
As at 31 March 2022, all CFDs were contracted bilaterally with open maturities:
Broker
Fair Value
£’000
Percentage
of
Net Assets
Collateral
held by the
broker
£’000
Collateral
held by the
Company
£’000
Goldman Sachs International (UK) 751 0.05% 5,559
HSBC Bank plc (UK) (273) (0.02%) 806
J.P. Morgan Securities plc (UK) 12,960 0.93% 15,836
Morgan Stanley & Co International (UK) (4,604) (0.33%) 3,977
UBS AG (UK) (3,016) (0.22%) 167
Collateral held by the broker was denominated in US dollars and held in a segregated account on behalf of the Company with a
maturity of one day. The total return for the year ended 31 March 2022 from CFDs was a loss of £198,997,000.
Job No: 46832 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
Customer: Fidelity Project Title: FCSS Annual Report 2022 T: 0207 055 6500 F: 020 7055 6600
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To find out more about Fidelity China Special Situations PLC, visit our new website www.fidelity.co.uk/china where you can read
articles and watch videos on the Company.
Job No: 46832 Proof Event: 14 Black Line Level: 3 Park Communications Ltd Alpine Way London E6 6LA
Customer: Fidelity Project Title: FCSS Annual Report 2022 T: 0207 055 6500 F: 020 7055 6600
Fidelity, Fidelity International, the Fidelity International logo and symbol are trademarks of FIL Limited
Printed on FSC® certified paper.
100% of the inks used are vegetable oil based 95% of press chemicals are recycled for further
use and on average 99% of any waste associated with this production will be recycled.
The FSC® logo identifies products which contain wood from well-managed forests
certified in accordance with the rules of the Forest Stewardship Council®.
This document is printed on Cocoon Silk; a paper made using 50% recycled
fibre from genuine waste paper and 50% virgin fibre.
The unavoidable carbon emissions generated during the manufacture and delivery of
this document, have been reduced to net zero through a verified, carbon offsetting project.
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Annual Report 2022