UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number:  

811-06674

 

 

Exact name of registrant as specified in charter:  

The Greater China Fund, Inc.

 

 

Address of principal executive offices:   Gateway Center 3,
  100 Mulberry Street,
 

Newark, New Jersey 07102

 

 

Name and address of agent for service:   Deborah A. Docs
  Gateway Center 3,
  100 Mulberry Street,
 

Newark, New Jersey 07102

 

 

Registrant’s telephone number, including area code:  

973-367-7521

 

 

Date of fiscal year end:  

12/31/2009

 

 

Date of reporting period:   12/31/2009


Item 1 – Reports to Stockholders


 

ANNUAL REPORT

 

 

December 31, 2009

 

LOGO

The Greater China Fund, Inc.


The Greater China Fund, Inc.

 

 

Table of Contents

 

The Fund’s Management    2
Letter to Shareholders    3
Annual Report of the Investment Manager    4
Top Ten Equity Holdings    8
Industry Diversification    9
Portfolio of Investments    10
Statement of Assets and Liabilities    16
Statement of Operations    17
Statement of Changes in Net Assets    18
Notes to Financial Statements    19
Financial Highlights    26

Report of Independent Registered Public Accounting Firm

   28
Supplemental Information    29

This report, including the financial statements herein, is sent to the shareholders of The Greater China Fund, Inc. for their information. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or any securities mentioned in this report.

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase at market prices shares of its common stock in the open market.

The Greater China Fund, Inc.

c/o Prudential Investments LLC

Gateway Center Three

100 Mulberry Street

Newark, New Jersey 07102

www.greaterchinafund.com

For shareholder account information call, (800) 331-1710.

Please call (toll-free) the Altman Group, our Investor and Public Relations at 1-(877)-FUND-GCH.

Additional information (including updated net asset value and market price) may be obtained on the Fund’s internet site.

The Fund’s CUSIP number is 39167B102.

LOGO

 

 

1


The Greater China Fund, Inc.

 

 

The Fund’s Management

 

Directors

Edward Y. Baker, Chairman

John A. Bult

Vincent Duhamel

John A. Hawkins

C. William Maher

Jonathan J.K.Taylor

Tak Lung Tsim

Executive Officers

Brian Corris, President

Henry Chan, Vice President

Grace C. Torres, Treasurer, Principal Financial and Accounting Officer and Vice President

Deborah A. Docs, Chief Legal Officer and Secretary

Andrew R. French, Assistant Secretary

Valerie M. Simpson, Chief Compliance Officer

Theresa C. Thompson, Deputy Chief Compliance Officer

Lana Lomuti, Assistant Treasurer

Peter Parrella, Assistant Treasurer

Investment Manager

Baring Asset Management (Asia) Ltd.

19th Floor

Edinburgh Tower

15 Queen’s Road Central

Hong Kong

Administrator

Prudential Investments LLC

Gateway Center Three

100 Mulberry Street

Newark, New Jersey 07102

Custodian

The Bank of New York

One Wall Street

New York, New York 10286

Shareholder Servicing Agent

PNC Global Investment Servicing

P.O. Box 43027

Providence, Rhode Island 02940-3027

Independent Registered Public Accounting Firm

KPMG LLP

345 Park Avenue

New York, New York 10154

Legal Counsel

Effective through October 31, 2009:

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

Effective since November 1, 2009:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

 

 

2


The Greater China Fund, Inc.

 

 

Letter to Shareholders

February 19, 2010

 

Dear Shareholders,

One only needs to open the newspapers or turn on the TV these days to see the name “China” on the front page, and questions such as “Will China save the world?”, or “Is China in a bubble?”, or another more curious one “Will the Renminbi replace the US dollar as the world’s reserve currency?” And so it goes on ….

Whether China will save the world, or if it is in a bubble, or if the Renminbi will become the world’s currency is debatable, but one thing is clear: China is becoming an economic force to be reckoned with. Some economists expect that China’s GDP will soon surpass that of Japan, and it should earn the (economic) right to be included in the top G3 nations!

Now let me turn my focus to our Fund, The Greater China Fund, Inc.

The MSCI Zhong Hua Index, expressed in US dollars and in gross terms, rose by 62.1% versus the MSCI US and World Indices, which rose by 27.2% and 30.8%, respectively. Also, it was the first major market to bounce strongly off the low recorded on October 27, 2008. The market was boosted by the strong and decisive implementation of the massive infrastructure program and the liberalization of the banking loan quota system by the government in the last quarter of 2008.

The Net Asset Value of the Fund rose by 65.9% over the year. Over three years, the Fund’s Net Asset Value rose by 33.7% on a total return basis, versus the benchmark index of 23.7%. The dividend which was distributed in September 2009 was a small 8.2 cents, versus $6.66 in the previous year. As you know, the size of the dividend principally depends on the amount of realized gains in the Fund’s portfolio and the absence of tax losses carried forward from previous years. As 2008 was a big down year, the scope to realize profits in 2009 was negligible.

Going into the Year of the Tiger, which represents dynamism and short-term bursts of energy, we look forward to a period of continuing strong economic growth, although it could be marred by greater volatility. In other words, investors will have to balance the upward path of corporate earnings (a positive) and the ‘normalization’ of the currently loose monetary policy (a negative). On balance, we expect that the sound growth fundamentals of China, the world’s leading growth contributor, will continue to attract new funds from global and regional investors. In addition, the China market as represented by MSCI China Index, is not expensive, trading at a slight discount to the MSCI All Country Asia Pacific ex Japan Index (2010 P/E of 14 times versus 14.7 times, respectively).

I look forward to another solid year of growth in the Chinese economy, and the Fund is positioned with a bias towards the growth and cyclical stocks which are likely to continue to benefit from the long-term growth and development of this amazingly productive nation.

Sincerely,

Edward Y. Baker, CFA

Chairman

 

 

3


The Greater China Fund, Inc.

 

 

Annual Report of the Investment Manager

For the year ended December 31, 2009

 

Overview

At the beginning of 2009, we held a strong belief that China would be one of the first economies to recover from the global financial market turmoil. The government’s unprecedented effort in boosting infrastructure spending and loosening monetary policy, coupled with the underleveraged balance sheets of the consumer and corporate sectors, successfully buffered the sharp export decline during the first quarter of last year. As a result, GDP growth reached 8.7%, considerably above the policy target of 8%. Thanks to our bottom up stock selection and our orientation to policy-sensitive sectors, the Fund registered a strong performance both in absolute terms and relative to benchmark.

Performance

In net asset value terms, the Fund rose by 65.9% in 2009, outperforming the 62.1% rise in the MSCI Zhong Hua Index. The Fund’s pro-growth style and bias towards the beneficiaries of reflation was particularly helpful in the early phase of economic recovery. In terms of sector attribution, overweights in the consumer discretionary, information technology and materials sectors were the main positive contributors, while our underweight stance in the telecommunication sector also enhanced the Fund’s performance. The significant re-rating of selective mid-cap stocks held in the Fund was another source of outperformance.

Turning to individual stocks, CNPC, a restructuring play in the natural gas industry, contributed positively. Other positive contributors included technology stocks like AAC Accoustics and Skyworth, coal companies such as Fusan International and Yanzhou Coal and consumer stocks Ctrip and China Mengniu. However, the full year performance was held back somewhat by our early entry into exporters including Techtronic and OOIL, as their earnings recovery potential has yet to be rewarded by the market.

Quarterly NAV Performance

LOGO

* MSCI China (Free) before 1/6/2000 and MSCI Zhong Hua (Free) after 1/6/2000

Source: Baring Asset Management as at 12/31/2009

 

 

4


The Greater China Fund, Inc.

 

 

 

Calendar Year NAV Performance

LOGO

* MSCI China (Free) before 1/6/2000 and MSCI Zhong Hua (Free) after 1/6/2000

Source: Baring Asset Management as at 12/31/2009

Rolling Year Cumulative NAV Performance to December 31, 2009

LOGO

* Includes the effect of dividend payment and rights issue payment

** MSCI China (Free) before 1/6/2000 and MSCI Zhong Hua (Free) after 1/6/2000

Source: Baring Asset Management as at 12/31/2009

 

 

5


The Greater China Fund, Inc.

 

 

Annual Report of the Investment Manager

Concluded

 

Economic and Strategy Review

Our investment strategy in 2009 was to focus on companies that could deliver strong earnings surprise. We rebuilt positions in selective mid-cap stocks which we believed would deliver much stronger earnings growth than the market. In addition, we increased exposure to the consumer sector which is becoming a key driver of China’s economic growth. However, we remain cautious on some consumer staples companies with high price-to-earnings multiples. Throughout the year, the Fund retained a bias towards quality companies with good cash flow and balance sheet strength which should also benefit from the secular demand growth resulting from consumption and infrastructure spending in China.

We remain bullish on China’s long-term growth. We are aware of the looming inflation pressure and the potential modification of the current monetary policy stance. However, we believe that stock market valuations remain reasonable and earnings revisions also look supportive. Overall, the macroeconomic backdrop leads us to maintain the pro-growth stance in the Fund. Despite higher market volatility, any corrections in the market could prove to be good opportunities to accumulate positions.

As far as other regions are concerned, we believe the fundamental backdrop of the Hong Kong economy remains strong as evidenced by its robust labor market and the rebound in retail sales, particularly during recent months. Nevertheless, the underweighting in Hong Kong in the MSCI index context is retained given that we do not see a strong catalyst for the financial and property sector to go up further. However, we are positive on selective exporters.

We have turned slightly more positive on Taiwan’s market given the improving outlook for the technology sector. In addition, an improving cross-strait relationship should favor asset rich companies in Taiwan. We continue to look for stock specific ideas which should benefit from these themes.

Overall, we expect that the sound growth fundamentals of China will continue to attract new funds from global and regional investors.

Baring Asset Management (Asia) Ltd.

January 2010

 

 

6


The Greater China Fund, Inc.

 

 

 

This letter is intended to assist shareholders in understanding how the Fund performed during the fiscal year ended December 31, 2009 and reflects the Investment Manager’s views at the time of its writing. Of course, these views may change in response to changing circumstances and they do not guarantee the future performance of the markets or the Fund. We encourage you to consult your financial advisor regarding your personal investment program.

 

 

7


The Greater China Fund, Inc.

 

 

Top Ten Equity Holdings (Unaudited)

As of December 31, 2009

 

      

Percentage of

Net Assets

 

Industrial & Commercial Bank of China Ltd. “H”

   3.5

CNPC Hong Kong Ltd.

   3.2   

China Life Insurance Co. Ltd. “H”

   3.2   

China Construction Bank “H”

   3.1   

Sun Hung Kai Properties Ltd.

   3.0   

Tencent Holdings Ltd.

   2.5   

Foxconn Technology Co. Ltd.

   2.3   

China Shenhua Energy Co. Ltd. “H”

   2.1   

CNOOC Ltd.

   2.1   

China Mengniu Dairy Co. Ltd.

   2.0   

Total

   27.0

 

 

8


The Greater China Fund, Inc.

 

 

Industry Diversification (Unaudited)

As of December 31, 2009

 

      

Percentage of

Net Assets

 

EQUITIES

  

Commodities

   11.1

Consumption

   13.7   

Energy

   10.2   

Financials

   23.3   

Machinery & Engineering

   5.3   

Miscellaneous

   5.5   

Real Estate

   12.9   

Technology

   5.2   

Telecommunication

   5.0   

Transportation

   4.8   

Utilities

   1.6   
      

TOTAL EQUITIES

   98.6   

SHORT-TERM INVESTMENT

   1.1   

INVESTMENT OF CASH COLLATERAL
FROM SECURITIES LOANED

   10.1   
      

TOTAL INVESTMENTS

   109.8   

LIABILITIES, IN EXCESS OF CASH
AND OTHER ASSETS

   (9.8
      

NET ASSETS

   100.0
      

 

 

9


The Greater China Fund, Inc.

 

 

Portfolio of Investments

December 31, 2009

 

Shares   Description   Value
(Note 1)
  EQUITIES - 98.6%  
  CHINA - 57.6%  
  Commodities - 7.6%  
1,350,000   Aluminum Corporation of China Ltd. “H” (1)   $ 1,488,577
2,582,000   Angang New Steel Co. Ltd. “H” (1)     5,700,742
352,000   Anhui Conch Cement Co. Ltd. “H” (1)     2,265,242
3,555,000   China National Materials Co. Ltd. “H” (1) (2)     2,645,372
1,664,000   China Resources Cement Holding Ltd. (2)     826,200
1,138,000   Jiangxi Copper Co. Ltd. “H” (1)     2,694,551
6,302,000   Sinofert Holdings Ltd. (1)     3,527,277
1,530,000   Yanzhou Coal Mining Co. Ltd. “H”     3,385,947
2,902,000   Zijin Mining Group Co. Ltd. “H”     2,776,980
       
      25,310,888
       
  Consumption - 5.2%  
44,900   Ctrip.com International Ltd. (ADR)     3,226,514
4,184,000   Denway Motors Ltd.     2,665,570
3,474,000   Dongfeng Motor Group Co. Ltd. “H”     5,008,908
86,700   New Oriental Education & Technology Group, Inc. (ADR) (2)     6,555,387
       
      17,456,379
       
  Energy - 8.4%  
1,461,500   China Shenhua Energy Co. Ltd. “H”     7,162,322
4,420,000   CNOOC Ltd.     6,954,301
8,080,000   CNPC Hong Kong Ltd.     10,753,812
2,568,000   PetroChina Co. Ltd. “H”     3,086,614
       
      27,957,049
       
  Financials - 20.0%  
2,699,500   BOC Hong Kong Holdings Ltd.     6,127,275
6,125,000   China CITIC Bank “H”     5,237,102
12,156,000   China Construction Bank “H”     10,456,538
2,145,000   China Life Insurance Co. Ltd. “H”     10,608,746
2,349,999   China Merchants Bank Co. Ltd. “H” (1)     6,167,420
1,444,500   China Minsheng Banking Corp., Ltd. “H” (1) (2)     1,624,447
1,531,400   China Taiping Insurance Holdings Co. Ltd. (2)     4,957,169
14,069,000   Industrial & Commercial Bank of China Ltd. “H”     11,684,779
1,976,000   Industrial & Commercial Bank of China (Asia) Ltd.     4,306,704
625,500   Ping An Insurance (Group) Co. of China Ltd. “H” (1)     5,485,391
       
      66,655,571
       
  Machinery & Engineering - 2.9%  
9,423,200   China State Construction International Holdings Ltd. (1)     4,010,364
2,697,000   Zhuzhou CSR Times Electric Co. Ltd. “H”     5,530,310
       
      9,540,674
       
  Miscellaneous - 0.9%  
856,000   Sinopharm Medicine Holding Co., Ltd. “H” (1) (2)     3,041,353
       

 

See Notes to Financial Statements.

 

 

10


The Greater China Fund, Inc.

 

 

 

Shares   Description   Value
(Note 1)
  Real Estate - 4.9%  
2,294,441   China Overseas Land & Investment Ltd. (1)   $ 4,852,797
1,760,000   China Resources Land Ltd.     4,003,895
2,007,000   Poly (Hong Kong) Investments Ltd.     2,515,852
3,359,000   Yanlord Land Group Ltd.     5,191,802
       
      16,564,346
       
  Technology - 1.5%  
7,884,000   Lenovo Group Ltd. (1)     4,941,449
       
  Telecommunication - 2.5%  
588,000   China Mobile (Hong Kong) Ltd.     5,524,313
7,204,000   China Telecom Corp. Ltd. “H”     3,010,164
       
      8,534,477
       
  Transportation - 2.1%  
1,324,000   China Merchants Holdings International Co. Ltd.     4,311,424
1,872,000   China Shipping Development Co. Ltd. “H”     2,814,983
       
      7,126,407
       
  Utilities - 1.6%  
3,160,000   China Longyuan Power Group Corp. “H” (1) (2)     4,091,591
666,599   China Resources Power Holdings Co. Ltd.     1,327,344
       
      5,418,935
       
  Total China     192,547,528
       
  HONG KONG - 37.7%  
  Commodities - 2.5%  
3,444,000   China Metal Recycling Holdings Ltd. (1) (2)     3,757,551
6,094,000   China Shanshui Cement Group     4,448,261
       
      8,205,812
       
  Consumption - 8.5%  
2,766,000   Anta Sports Products Ltd.     4,109,378
1,873,000   China Mengniu Dairy Co. Ltd. (2)     6,703,045
1,836,000   CPMC Holdings Ltd. (2)     2,429,358
357,825   Esprit Holdings Ltd.     2,388,100
9,297,000   GOME Electrical Appliances Holdings Ltd. (1) (2)     3,381,141
12,136,000   PCD Stores Ltd. (2)     4,711,004
1,477,038   Ports Design Ltd. (1)     4,590,713
       
      28,312,739
       
  Energy - 1.8%  
6,352,000   Fushan International Energy Group Ltd.     6,176,653
       
  Financials - 3.3%  
259,600   Hang Seng Bank Ltd.     3,840,073
228,500   Hong Kong Exchanges & Clearing Ltd. (1)     4,107,905

 

See Notes to Financial Statements.

 

 

11


The Greater China Fund, Inc.

 

 

Portfolio of Investments

Continued

 

Shares   Description   Value
(Note 1)
  Financials (continued)  
317,500   Wing Hang Bank Ltd.   $ 2,968,610
       
      10,916,588
       
  Machinery & Engineering - 2.4%  
3,255,000   Sany Heavy Equipment International Holdings Co. Ltd. (2)     4,118,048
4,684,000   Techtronic Industries Company Ltd. (1)     3,920,423
       
      8,038,471
       
  Miscellaneous - 4.6%  
208,000   Hutchison Whampoa Ltd.     1,432,439
3,536,000   Nine Dragons Paper Holdings Ltd.     5,700,247
6,758,000   Shun Tak Holdings Ltd. (1)     4,253,137
3,872,000   Skyworth Digital Holdings Ltd.     3,984,829
       
      15,370,652
       
  Real Estate - 8.0%  
403,000   Cheung Kong Holdings Ltd.     5,212,876
9,669,000   K. Wah International Holdings Ltd.     3,603,718
3,190,500   Longfor Properties (2)     3,600,296
1,087,000   New World Development Co. Ltd.     2,237,349
666,000   Sun Hung Kai Properties Ltd.     9,989,077
386,000   Wharf Holdings Ltd.     2,227,675
       
      26,870,991
       
  Technology - 1.4%  
2,820,000   AAC Acoustic Technologies Holdings, Inc.     4,662,389
       
  Telecommunication - 2.5%  
383,600   Tencent Holdings Ltd.     8,335,850
       
  Transportation - 2.7%  
1,243,000   MTR Corp. Ltd. (1)     4,296,129
1,000,500   Orient Overseas International Ltd.     4,683,765
       
      8,979,894
       
  Total Hong Kong     125,870,039
       
  TAIWAN - 3.3%  
  Commodities - 1.0%  
1,263,952   Far Eastern Textile Ltd.     1,580,681
494,000   Taiwan Fertilizer Co. Ltd.     1,760,700
       
      3,341,381
       
  Technology - 2.3%  
500   Epistar Corp.     1,876
1,959,000   Foxconn Technology Co. Ltd.     7,594,685
       
      7,596,561
       

 

See Notes to Financial Statements.

 

 

12


The Greater China Fund, Inc.

 

 

 

Shares   Description   Value
(Note 1)
 
  Total Taiwan   $ 10,937,942   
         
  Total Equities (cost $240,940,217)     329,355,509   
         
  SHORT-TERM INVESTMENT - 1.1%  
  Money Market Fund (3) - 1.1%  
3,732,933   Morgan Stanley USD Liquid Cash Reserve, 0.01%
(cost $3,732,933)
    3,732,933   
         
  INVESTMENTS OF CASH COLLATERAL
FROM SECURITIES LOANED - 10.1%
 
  Money Market Fund (3) - 10.1%  
33,676,650   State Street Navigator Securities Lending Prime, 0.24%
(cost $33,676,650)
    33,676,650   
         
  Total Investments (cost $278,349,800) - 109.8%     366,765,092   
  Liabilities, in excess of cash and other assets - (9.8%)     (32,818,185
         
  Net Assets - 100.0%   $ 333,946,907   
         

The following abbreviation is used in the portfolio descriptions:

ADR - American Depositary Receipt

 

(1) All or a portion of the security is on loan. The aggregate market value of such securities is $30,705,956; cash collateral of $33,676,650 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.
(2) Non-income producing security.
(3) Rates shown reflect yield at December 31, 2009.

Various inputs are used in determining the value of the Fund's investments. These inputs are summarized in the three broad levels listed below.

Level 1 – quoted prices in active markets for identical securities.

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3 – significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The following is a summary of the inputs used as of December 31, 2009 in valuing the Fund's assets carried at fair value:

 

Investments in Securities

   Level 1    Level 2    Level 3

Equities

        

China

   $ 192,547,528    $    $

Hong Kong

     125,870,039          

Taiwan

     10,937,942          

Money Market Funds

     37,409,583          
                    

Total – Investments in Securities

   $ 366,765,092    $    $

Other Financial Instruments

              
                    

Total

   $ 366,765,092    $    $
                    

 

See Notes to Financial Statements.

 

 

13


The Greater China Fund, Inc.

 

 

Portfolio of Investments

Concluded

 

The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:

 

     Investments
in Securities
 

Balance as of 12/31/08

   $ 2,012,851   

Realized gain (loss)

     (1,726,651

Change in unrealized appreciation (depreciation)

     1,982,769   

Net purchases (sales)

     (2,268,969

Transfers in and/or out of Level 3

       
        

Balance as of 12/31/09

   $   
        

 

See Notes to Financial Statements.

 

 

14


The Greater China Fund, Inc.

 

 

 

The Fund invested in derivative instruments during the reporting period. The primary types of risk associated with derivative instruments are commodity risk, credit risk, equity risk, foreign exchange risk and interest rate risk. The effect of such derivative instruments on the Fund’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

The Fund did not hold any derivative instruments as of December 31, 2009, accordingly, no derivative positions were presented in the Statement of Assets and Liabilities.

The effects of derivative instruments on the Statement of Operations for the year ended December 31, 2009:

For the year ended December 31, 2009, the Fund did not have any realized gain or (loss) on derivatives recognized in income but did have unrealized depreciation as follows:

 

     Change in Unrealized
Appreciation or

(Depreciation) on
Derivatives
Recognized in Income
 

Derivatives not designated
as hedging instruments, carried at
fair value

     Rights   

Equity contracts

   $ (76,906
        

 

See Notes to Financial Statements.

 

 

15


The Greater China Fund, Inc.

 

 

Statement of Assets and Liabilities

For the Year Ended December 31, 2009

 

Assets

  

Investments, at value (cost $244,673,150)*

   $ 333,088,442   

Investments of cash collateral from securities loaned (cost $33,676,650)

     33,676,650   

Receivable for securities sold

     2,197,823   

Foreign currency (cost $497,165)

     500,991   

Dividends and interest receivable

     194,566   

Prepaid assets

     127,577   
        

Total assets

     369,786,049   
        

Liabilities

  

Payable for cash collateral for securities loaned

     33,676,650   

Payable for securities purchased

     1,527,233   

Investment management fee payable

     331,870   

Accrued expenses

     132,500   

Professional services

     115,131   

Administration fee payable

     55,758   
        

Total liabilities

     35,839,142   
        

Net Assets

   $ 333,946,907   
        

Composition of Net Assets

  

Common stock, $0.001 par value;
22,765,665 shares issued and outstanding (100,000,000 shares authorized)

   $ 22,766   

Paid-in capital in excess of par

     295,531,655   
        
     295,554,421   

Undistributed net investment income

     420,917   

Accumulated net realized loss on investments and foreign currency transactions

     (50,447,522

Net unrealized appreciation of investments and other assets and liabilities denominated in foreign currencies

     88,419,091   
        

Net Assets

   $ 333,946,907   
        

Shares Outstanding

     22,765,665   
        

Net Asset Value Per Share

     $14.67   
        
* Includes $30,705,956 of investments in securities on loan, at value.

 

See Notes to Financial Statements.

 

 

16


The Greater China Fund, Inc.

 

 

Statement of Operations

For the Year Ended December 31, 2009

 

Investment Income

  

Dividends (net of foreign withholding taxes of $308,726)

   $ 5,196,564   

Securities lending income, net

     404,558   

Interest income

     30,099   
        

Total investment income

     5,631,221   
        

Expenses

  

Investment management fees

     3,199,103   

Administration fees

     523,808   

Directors’ fees and expenses

     429,000   

Professional services

     375,000   

Custodian and accounting fees

     238,000   

Insurance expense

     159,000   

Reports and notices to shareholders

     105,000   

New York Stock Exchange listing fee

     23,750   

Transfer agent fees and expenses

     7,000   

Miscellaneous expenses

     69,797   
        

Total expenses

     5,129,458   
        

Net investment income

     501,763   
        

Realized and Unrealized Gain (Loss) on
Investments and Foreign Currency Transactions

  

Net realized loss on:

  

Investments

     (13,923,483

Foreign currency transactions

     (16,926
        
     (13,940,409

Net change in unrealized appreciation (depreciation) of:

  

Investments

     146,745,637   

Foreign currencies

     (3,202
        
     146,742,435   

Net realized and unrealized gain (loss) on investments and foreign currency transactions

     132,802,026   
        

Net Increase in Net Assets
from Operations

   $ 133,303,789   
        

 

See Notes to Financial Statements.

 

 

17


The Greater China Fund, Inc.

 

 

Statement of Changes in Net Assets

 

     For the
Year Ended
December 31,
2009
    For the
Year Ended
December 31,
2008
 

Increase (Decrease) from Operations

    

Net investment income

   $ 501,763      $ 2,842,396   

Net realized loss on:

    

Investments

     (13,923,483     (34,645,827

Foreign currency transactions

     (16,926     (258,671
                
     (13,940,409     (34,904,498

Net change in unrealized appreciation (depreciation) of:

    

Investments

     146,745,637        (218,122,373

Foreign currencies

     (3,202     (149,713
                
     146,742,435        (218,272,086

Total increase (decrease) from operations

     133,303,789        (250,334,188
                

Dividends and Distributions to Shareholders from:

    

Dividends paid from net investment income and net realized gain from foreign currency transactions

     (1,866,785       

Distributions paid from net realized gain on investments

            (112,074,762
                

Total dividends and distributions to shareholders

     (1,866,785     (112,074,762
                

Common Stock Transactions

    

Reinvestment of dividends resulting in issuance of common stock

            78,435,996   
                

Net increase (decrease) in net assets from capital stock transactions

            78,435,996   
                

Net increase (decrease) in net assets

     131,437,004        (283,972,954

Net Assets

    

Beginning of year

     202,509,903        486,482,857   
                

End of year (including undistributed net investment income of $420,917 and $1,846,742, respectively)

   $ 333,946,907      $ 202,509,903   
                

 

See Notes to Financial Statements.

 

 

18


The Greater China Fund, Inc.

 

 

Notes to Financial Statements

 

Note 1.   Organization and Significant Accounting Policies

The Greater China Fund, Inc. (the “Fund”) was incorporated in Maryland on May 11, 1992, as a non-diversified, closed-end management investment company. The Fund’s investment objective is to seek long-term capital appreciation by investing substantially all of its assets in listed equity securities of companies that derive or are expected to derive a significant portion of their revenues from goods produced or sold or investments made or services performed in China. Investment operations commenced on July 23, 1992.

In the normal course of business, the Fund may enter into contracts that contain a variety of representations or that provide general indemnification for certain liabilities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires the Fund’s management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Fund:

Valuation of Investments

Securities listed on a securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and ask prices, or at the last bid price on such day in the absence of an asked price. Securities traded via Nasdaq are valued at the Nasdaq official closing price (“NOCP”) on the day of valuation, or if there was no NOCP, at the last sale price. Securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed by Baring Asset Management (Asia) Ltd. to be over-the- counter, are valued at market value using prices provided by an independent pricing agent or principal market maker. Securities for which reliable market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Fund’s normal pricing time, are valued at fair value in accordance with the Board of Directors’ approved fair valuation procedures. When determining the fair valuation of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the Investment Manager regarding the issuer or the markets or industry in which it operates. Using fair value to price

 

 

19


The Greater China Fund, Inc.

 

 

Notes to Financial Statements

Continued

 

securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values.

Short-term securities of sufficient credit quality which mature in more than 60 days are valued at current market quotations. Short-term securities which mature in 60 days or less are valued at amortized cost.

Investments in mutual funds are valued at their net asset value on the date the New York Stock Exchange is open for trading.

Foreign currency exchange rates are generally determined prior to the close of the New York Stock Exchange (“NYSE”) . Occasionally, events affecting the value of foreign investments and such exchange rates occur between the time at which they are determined and the close of the NYSE, which will not be reflected in the computation of the Fund’s net asset value. If events materially affecting the value of such securities or currency exchange rates occur during such time periods, the securities will be valued at their fair value as determined in good faith by or under the direction of the Board of Directors.

The Fund may hold warrants or rights acquired either through a direct purchase, included as part of a private placement, or pursuant to corporate actions. Warrants and rights entitle the holder to buy a proportionate amount of common stock at a specific price and time through the expiration dates. Such warrants and rights are held as long positions by the Fund until exercised, sold or expired. Warrants and rights are valued at fair value in accordance with the Board of Directors’ approved fair valuation procedures.

Investment Transactions and Investment Income

Investment transactions are recorded on the trade date. Realized gains and losses from investment and foreign currency transactions are calculated using the identified cost method. Dividend income is recorded on the ex-dividend date. Interest income and expenses are recorded on an accrual basis. Expenses are recorded on the accrual basis which may require the use of certain estimates by management. Actual results could differ from such estimates.

Foreign Currency Translation

The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars using WM/Reuters closing spot rates as of 4:00 p.m. London time on the following basis:

 

(i) the foreign currency market value of investments and other assets and liabilities denominated in foreign currency are translated at the closing rate of exchange on the valuation date; and

 

(ii) purchases and sales of investments, income and expenses are translated at the rate of exchange prevailing on the respective dates of such transactions.

 

 

20


The Greater China Fund, Inc.

 

 

 

The resulting net foreign currency gain or loss is included in the Statement of Operations.

The Fund does not generally isolate the effects of fluctuations in foreign rates from the effects of fluctuations in the market prices of securities. Accordingly, such currency gain or loss is included in net realized gain or loss on investments. However, the Fund does not isolate the effect of fluctuations in foreign exchange rates when determining the realized gain or loss upon the sale or maturity of any foreign currency-denominated debt obligations pursuant to U.S. federal tax regulations; such amounts are categorized as realized foreign currency transaction gain or loss for both financial reporting and income tax reporting purposes.

Net foreign currency gain or loss from valuing foreign currency denominated assets and liabilities at period end exchange rates is reflected as a component of net unrealized appreciation or depreciation of investments and other assets and liabilities denominated in foreign currency on the Statement of Operations. Net realized foreign currency gain or loss is treated as ordinary income (loss) for income tax reporting purposes.

Dividends and Distributions

Dividends and distributions to shareholders are recorded on the ex-dividend date. The amounts of dividends and distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles. These “book/tax” differences are considered either temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences do not require reclassification.

Tax

It is the Fund’s intention to continue to meet the requirements of the U.S. Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income and gain to shareholders. Therefore, no federal income tax provision is required.

Withholding taxes on foreign dividends, interest and capital gains is accrued in accordance with the applicable jurisdiction’s tax rules and rates, which generally range between 0-20% of such income amounts.

 

 

 

Note 2.   Concentration of Risk

The Fund may have elements of risk, not typically associated with investments in the United States, due to concentrated investments in specific industries or investments in foreign issuers located in a specific country or region. Such concentrations may subject the Fund to additional risks resulting from future political or economic conditions in

 

 

21


The Greater China Fund, Inc.

 

 

Notes to Financial Statements

Continued

 

such country or region and the possible imposition of adverse governmental laws or currency exchange restrictions affecting such country or region, which could cause the securities and their markets to be less liquid and prices more volatile than those of comparable United States companies.

 

 

 

Note 3.   Investment Management and Administration Agreements

The Fund has an investment management agreement (the “Investment Management Agreement”) with Baring Asset Management (Asia) Ltd. (the “Investment Manager”), an indirect wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”). MassMutual is a diversified financial services business. Under the terms of the Investment Management Agreement, the Investment Manager manages the Fund’s investments in accordance with the Fund’s investment objectives, policies and restrictions, and makes investment decisions on behalf of the Fund, including the selection of and the placing of orders with broker-dealers to execute portfolio transactions on behalf of the Fund. As compensation for its services, the Investment Manager receives a monthly fee, computed weekly, at an annual rate of 1.25% of the Fund’s average weekly net assets up to $250 million and 1.00% of such net assets in excess of $250 million.

Prudential Investments LLC (the “Administrator”), has an administration agreement (the “Administration Agreement”) with the Fund. Under the terms of the Administration Agreement, the Administrator provides certain administrative services to the Fund. As compensation for its services, the Administrator receives a monthly fee, computed weekly, at an annual rate of 0.20% of the Fund’s average weekly net assets.

The Board of Directors has appointed an employee of the Administrator to serve as Chief Compliance Officer of the Fund to perform duties required in accordance with the requirements of Rule 38a-1 of the Investment Company Act.

 

 

 

Note 4.   Securities Lending

The Fund may lend up to 27.5% of its total assets to qualified broker-dealers or institutional investors. Under the terms of the securities lending agreement, the securities on loan are secured at all times by cash, cash equivalents or U.S. government securities in an amount at least equal to 105% of the market value of the foreign securities on loan, which are marked-to-market daily. The Fund will regain record ownership of loaned securities to exercise certain beneficial rights; however, the Fund may bear the risk of delay in recovery of, or even loss of rights in, the securities loaned should the borrower fail financially. The Fund receives compensation for lending its securities from interest or dividends earned on the cash, cash equivalents and U.S. government

 

 

22


The Greater China Fund, Inc.

 

 

 

securities held as collateral, net of fee rebates paid to the borrower plus reasonable administrative and custody fees. The Fund’s lending agent is State Street Bank & Trust Company.

For the year ended December 31, 2009, the Fund earned $404,558 due to securities lending. State Street Bank & Trust Company earned $134,872 in compensation as the Fund’s lending agent.

 

 

 

Note 5.   Purchases and Sales of Securities

For the year ended December 31, 2009, aggregate purchases and sales of portfolio securities, excluding short-term securities, were $269,239,489 and $268,508,901, respectively.

 

 

 

Note 6.   Distributions and Tax Information

Distributions to shareholders are determined in accordance with United States federal income tax regulations, which may differ from generally accepted accounting principles. In order to present undistributed net investment income and accumulated net realized loss on investments and foreign currency transactions on the Statement of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to undistributed net investment income and accumulated net realized loss on investments and foreign currency transactions. For the year ended December 31, 2009, the adjustments were to decrease undistributed net investment income and decrease accumulated net realized loss on investments and foreign currency transactions by $60,803 due to differences in the treatment for book and tax purposes of certain transactions involving foreign securities and currencies and partnership investments. Net investment income, net realized loss on investments and foreign currency transactions and net assets were not affected by this change.

For the year ended December 31, 2009, the tax character of dividends paid were $1,866,785 of ordinary income. For the year ended December 31, 2008 the tax character of dividends and distributions paid were $29,996,032 of ordinary income and $82,078,730 of long-term capital gains.

As of December 31, 2009, the accumulated undistributed earnings on a tax basis was $420,917 of ordinary income.

As of December 31, 2009, the Fund had a capital loss carryforward for tax purposes of approximately $43,580,000 of which $18,834,000 expires in 2016 and $24,746,000 expires in 2017. No capital gains distribution is expected to be paid to shareholders until net gains have been realized in excess of such carryforward.

The Fund incurred capital losses from November 1, 2009 to December 31, 2009 of approximately $1,902,000, which it will defer in the current fiscal year and recognize in the fiscal year ending December 31, 2010.

 

 

23


The Greater China Fund, Inc.

 

 

Notes to Financial Statements

Concluded

 

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation on a tax basis as of December 31, 2009 were as follows:

 

Tax Basis

  Appreciation   Depreciation   Net
Unrealized

Appreciation
$283,315,302   $86,723,206   $(3,273,416)   $83,449,790

The difference between book basis and tax basis is attributable to deferred losses on wash sales.

The adjusted net unrealized appreciation on a tax basis was $83,453,589 which included other tax basis adjustments of $3,799 that were primarily attributable to appreciation of foreign currency and mark-to-market of receivables and payables.

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years and has concluded that as of December 31, 2009, no provision for income tax would be required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

 

 

 

Note 7.   Capital Stock

There are 100,000,000 shares of $0.001 par value capital stock authorized. For the year ended December 31, 2009, there were no transactions in shares of common stock. For the year ended December 31, 2008, the Fund issued 5,937,623 shares in connection with the Fund’s stock dividend.

 

 

 

Note 8.   New Accounting Pronouncement

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements and input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3, and information on purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. The new and revised disclosure is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010. At this time, management is evaluating the implications of ASU No. 2010-06 and its impact on the financial statements has not been determined.

 

 

24


The Greater China Fund, Inc.

 

 

 

 

Note 9.   Subsequent Events

Management has evaluated the impact of all subsequent events on the Fund through February 22, 2010, the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

 

25


The Greater China Fund, Inc.

 

 

Financial Highlights

 

   
       For the Year Ended
December 31,
 
       2009  

Per Share Operating Performance:

  

Net asset value, beginning of year

   $ 8.90   
          

Increase From Investment Operations

  

Net investment income

     0.02   

Net realized and unrealized gain (loss) on investments and foreign currency transactions

     5.83   
          

Total from investment operations

     5.85   
          

Dividends and Distributions to Shareholders

  

Dividends from net investment income and net realized gain from foreign currency transactions

     (0.08

Distributions from net realized gain

       
          
       (0.08
          

Fund Share Transactions

  

Dilutive effect resulting from issuance of shares in stock dividend

       

Dilutive effect of rights offering

       

Offering costs charged to paid-in capital in excess of par

       
          

Total of share transactions

       
          
 

Net asset value, end of year

   $ 14.67   
          

Market value, end of year

   $ 13.92   
          

Total Investment Return (1)

     68.40
          

Ratios/Supplemental Data

  

Net assets, end of year (000's omitted)

   $ 333,947   

Ratio of expenses to average net assets

     1.96

Ratio of net investment income to average net assets

     0.19

Portfolio turnover

     105
* Based on average shares outstanding.
** Amount represents less than $0.005 per share.
(1) Total investment return is calculated assuming a purchase of common stock at the current market price on the first day of each year reported and a sale at the current market price on the last day of each period reported, and assuming reinvestment of dividends and other distributions at prices obtained under the Fund’s Dividend Reinvestment Plan. Total investment return does not reflect brokerage commissions or the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

 

 

26


The Greater China Fund, Inc.

 

 

 

 
For the Years Ended
December 31,
 
2008     2007     2006     2005  
       
$ 28.91      $ 24.50      $ 14.93      $ 17.18   
                             
       
  0.15     **      0.13        0.19

 

(13.45

    17.55        12.09        1.47
                             
  (13.30     17.55        12.22        1.66   
                             
       

 

  

    (0.03     (0.45     (0.43
  (6.66     (13.11     (2.20     (2.25
                             
  (6.66     (13.14     (2.65     (2.68
                             
       

 

(0.05

                    
                       (1.04
                **      (0.19
                             
  (0.05                   (1.23
                             
 
$ 8.90      $ 28.91      $ 24.50      $ 14.93   
                             
$ 8.32      $ 24.81      $ 31.48      $ 13.04   
                             
  (49.56 )%      20.59     168.90     (0.72 )% 
                             
       
$ 202,510      $ 486,483      $ 411,539      $ 250,677   
  2.01     1.62     1.86     2.09
  0.93     0.01     0.66     1.04
  133     85     114     140

 

 

27


The Greater China Fund, Inc.

 

 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Shareholders

The Greater China Fund, Inc.:

We have audited the accompanying statement of assets and liabilities of The Greater China Fund, Inc. (hereafter referred to as the “Fund”), including the portfolio of investments, as of December 31, 2009, and the related statement of operations for the year then ended, and the statement of changes in net assets for each of the years in the two-year period then ended and financial highlights for each of the years in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The financial highlights for each of the years in the two-year period ended December 31, 2006 were audited by another independent registered public accounting firm, whose report dated February 20, 2007, expressed an unqualified opinion thereon.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2009, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Greater China Fund, Inc. as of December 31, 2009, and the results of its operations, the statement of changes in net assets and financial highlights for the periods described in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

February 22, 2010

 

 

28


The Greater China Fund, Inc.

 

 

Supplemental Information (Unaudited)

 

Board of Directors

The Fund is governed by a Board of Directors each of whom serves for a three year term, and may be re-elected to additional terms. The table below shows, for each Director or Officer, his name and age, the position held with the Fund, the length of time served as a Director or Officer of the Fund, the Director’s or Officer’s principal occupations during the last five years, and other directorships held by such Director.

Non-Interested Directors

 

       

Name, address (age)

  

Position(s)
Held with the
Fund; Length
of Time Served

  

Principal Occupation(s) and Other
Directorships Held During Past 5 Years

  

Number of
Portfolios
in Fund
Complex
Overseen
by Director**

Edward Y. Baker (75)

15 Artinger Court

Toronto, Ontario

Canada, M3B 1J9

   Chairman of Board and Director since 1992    Investment Consultant; Chairman, Board of Trustees, Rogers Sugar Income Fund (through January 2010); previously President and Chief Executive Officer, HOOPP Investment Management Limited and Chief Investment Officer, Hospitals of Ontario Pension Plan.    1
   

Vincent Duhamel (45)
SAIL Advisers Limited
Suite 5701, 57th Floor,
Cheung Kong Center

2 Queen’s Road

Central Hong Kong

  

Director since 2009

  

Chief Executive Officer of SAIL Advisors Limited; President of SAIL Alternative Research Inc.; previously Managing Director at Goldman Sachs in Hong Kong; previously Chief Executive for Asia of State Street Global Advisors

  

1

   

John A. Hawkins (67)

HSBC Securities Services (Guernsey) Ltd.

Arnold House

St Julian’s Avenue

St Peter Port Guernsey

GY1 3NF

Channel Islands

   Chairman of Audit Committee and Director since 1992    Previously Executive Vice President – Private Clients with The Bank of Bermuda Ltd.; Director of HSBC Investment Solutions; SR Global Fund Inc.; MW Japan Fund Ltd.    1
   

C. William Maher (48)

15050 Saddlebrook Lane

Poway, CA 92064

   Director since 2003    Formerly, Managing Director and Chief Financial Officer of LPL Financial; previously Managing Director of Nicholas Applegate Capital Management.    1
   

Jonathan J.K. Taylor (66)

Dragon Partners Ltd.

41 Burlington Road

London SW6 4NH

England

   Director since 1992    Chairman and Managing Director of Dragon Partners Limited (consulting for investment managers); Chairman, Schroder Japan Growth Fund Plc; Director, Onyx Country Estates Limited (family property company); Member, International Advisory Board of Datawind Net Access Corporation.    1
   

Tak Lung Tsim (63)

6B Century Tower One

1 Tregunter Path

Hong Kong

   Director since 1992    Principal, T.L. Tsim & Associates Ltd. (macropolitical analysis); Member of Li Po Chun United World College of Hong Kong; Director of Playmates Holdings Limited (toy company); Director of Asia Cement (China) Holdings Corporation.    1

 

 

29


The Greater China Fund, Inc.

 

 

Supplemental Information (Unaudited)

Continued

 

Interested Director

 

       

Name, address (age)

  

Position(s)
Held with the
Fund; Length
of Time Served

  

Principal Occupation(s) and Other
Directorships Held During Past 5 Years

  

Number of
Portfolios
in Fund
Complex
Overseen
by Director**

John A. Bult (73)*

1285 Avenue of the Americas

37th Floor

New York, NY 10019

   Director since 1992    Chairman of PaineWebber International Inc.; Director of The Germany Fund, Inc.; The New Germany Fund, Inc.; The Central Europe and Russia Fund, Inc.    1
* This Director is considered by the Fund and its counsel to be as “interested person” (which as used in this annual report is as defined in the Investment Company Act of 1940, as amended) of the Fund or of the Fund’s Investment Manager. Mr. Bult is deemed to be an interested person due to his affiliation with affiliates of UBS Securities LLC, the lead manager of the underwriting syndicate in connection with the initial public offering of the Fund’s shares and the dealer manager for past rights offerings by the Fund.

Officers

 

       

Name, address (age)

  

Position(s)
Held with the
Fund; Length
of Time Served

  

Principal Occupation or Employment and
Directorships in Publicly Held Companies

  

Number of
Portfolios
in Fund
Complex
Overseen
by Officer**

Brian Corris (51)

Baring Asset Management

155 Bishopsgate

London EC2M 3XY

England

   President since 2008    Director of Institutional Group of Barings Asset Management; Joined Baring Asset Management in 2005; formerly Head of Institutional Pension Funds at Isis Asset Management, previously worked at Citigroup Asset Management, Credit Lyonnaise Securities (USA), Indosuez Capital Securities, James Capel & Co and Barclays de Zoete Wedd Ltd.    2
   

Henry Chan (39)

Baring Asset Management
(Asia) Limited, Edinburgh Tower, 19th Floor,
15 Queen’s Road Central
Hong Kong

   Vice President since 2007    Head of Asian Equities Baring Asset Management (Asia) Limited; previously at Invesco Asia Limited.    1

 

 

30


The Greater China Fund, Inc.

 

 

 

Officers (continued)

 

       

Name, address (age)

  

Position(s)
Held with the
Fund; Length
of Time Served

  

Principal Occupation or Employment and
Directorships in Publicly Held Companies

  

Number of
Portfolios
in Fund
Complex
Overseen
by Officer**

Grace C. Torres (50)

Prudential Investments LLC
Gateway Center Three

100 Mulberry Street
Newark, New Jersey 07102

   Treasurer and Principal Financial and Accounting Officer and Vice President since 2007    Treasurer and Principal Financial and Accounting Officer on Prudential Funds, Strategic Partner, Prudential Series Funds and Advanced Series Trust; Assistant Treasurer and Senior Vice President of Prudential Investments; Assistant Treasurer and Vice President of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer of Prudential Annuities Advisory Services, Inc.; formerly Senior Vice President of AST Investment Services, Inc.    1
   

Deborah A. Docs (52)

Prudential Investments LLC
Gateway Center Three

100 Mulberry Street
Newark, New Jersey 07102

   Chief Legal Officer and Secretary since 2007    Vice President and Corporate Counsel of Prudential; Vice President and Assistant Secretary of PI; formerly Vice President and Assistant Secretary of AST Investment Services, Inc.; Secretary and Chief Legal Officer of the Asia Pacific Fund, Inc. and Secretary of all Prudential sponsored mutual funds.    2
   

Andrew R. French (47)

Prudential Investments LLC
Gateway Center Three

100 Mulberry Street
Newark, New Jersey 07102

   Assistant Secretary since 2007    Director and Corporate Counsel of Prudential; Vice President and Assistant Secretary of PI; Vice President and Assistant Secretary of PMFS; Assistant Secretary of The Asia Pacific Fund, Inc.; formerly Senior Legal Analyst of Prudential Mutual Fund Law Department and Assistant Secretary of all Prudential sponsored mutual funds.    2
   

Valerie M. Simpson (51)

Prudential Investments LLC
Gateway Center Three

100 Mulberry Street
Newark, New Jersey 07102

   Chief Compliance Officer
since 2007
   Chief Compliance Officer of PI, AST Investment Services, Inc., and The Asia Pacific Fund, Inc.; formerly Vice President – Financial Reporting for Prudential Life and Annuities Finance.    2
   

Theresa C. Thompson (47)

Prudential Investments LLC
Gateway Center Three

100 Mulberry Street
Newark, New Jersey 07102

   Deputy Chief Compliance Officer
since 2007
   Vice President, Mutual Fund Compliance, PI and Director Compliance, PI; Deputy Chief Compliance Officer of The Asia Pacific Fund, Inc.    2
   

Lana Lomuti (42)

Prudential Investments LLC Gateway Center Three

100 Mulberry Street Newark, New Jersey 07102

   Assistant Treasurer since 2007    Vice President and Director within Prudential Mutual Fund Administration.    1

 

 

31


The Greater China Fund, Inc.

 

 

Supplemental Information (Unaudited)

Continued

 

Officers (concluded)

 

       

Name, address (age)

  

Position(s)
Held with the
Fund; Length
of Time Served

  

Principal Occupation or Employment and
Directorships in Publicly Held Companies

  

Number of
Portfolios
in Fund
Complex
Overseen
by Officer**

Peter Parrella (51)

Prudential Investments LLC Gateway Center Three

100 Mulberry Street Newark, New Jersey 07102

   Assistant Treasurer since 2007    Vice President and Director within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC.    1
** The “Fund Complex” consists of the Fund and any other investment companies managed by Baring Asset Management (Asia) Ltd. (the “Investment Manager”).

 

 

32


The Greater China Fund, Inc.

 

 

 

Dividend Reinvestment Plan

Pursuant to the Fund’s Dividend Reinvestment Plan (the “Plan”), each shareholder will be deemed to have elected, unless PNC Global Investment Servicing (the “Plan Agent”) is otherwise instructed by the shareholder in writing, to have all distributions, net of any applicable U.S. withholding tax, automatically reinvested in additional shares of the Fund by the Plan Agent. Shareholders who do not participate in the Plan will receive all cash dividends and distributions in cash, net of any applicable U.S. withholding tax, paid in dollars by check mailed directly to the shareholder by the Plan Agent, as dividend-paying agent. Shareholders who do not wish to have dividends and distributions automatically reinvested should notify the Plan Agent. Dividends and distributions with respect to shares registered in the name of a broker-dealer or other nominee (in “street name”) will be reinvested under the Plan unless such service is not provided by the broker or nominee or the shareholder elects to receive dividends and distributions in cash. A shareholder whose shares are held by a broker or nominee that does not provide a dividend reinvestment program may be required to have his shares registered in his own name to participate in the Plan.

The Plan Agent serves as agent for the shareholders in administering the Plan. If the Fund declares an income dividend or a capital gain distribution payable either in the Fund’s common stock or in cash, as shareholders may have elected, non-participants in the Plan will receive cash and participants in the Plan will receive common stock to be issued by the Fund. If the market price per share on the valuation date equals or exceeds net asset value per share at the time the shares of common stock are valued for the purpose of determining the number of shares of common stock equivalent to the dividend or distribution (the “Valuation Date”), the Fund will issue new shares to participants valued at net asset value, or if the net asset value is less than 95% of the market price on the Valuation Date, then valued at 95% of the market price. If net asset value per share on the Valuation Date exceeds the market price per share on the Valuation Date, participants will be issued shares of common stock at the market price on the Valuation Date. If the Fund should declare an income dividend or capital gains distribution payable only in cash, the Plan Agent will, as agent for the participants, buy shares of the Fund’s common stock in the open market, on the NYSE or elsewhere, for the participants’ accounts on, or shortly after, the payment date. To the extent the Plan Agent is unable to do so and, before the Plan Agent has completed its purchases, the market price exceeds the net asset value of the common stock, the average per share purchase price paid by the Plan Agent may exceed the net asset value of the common stock, resulting in the acquisition of fewer shares of common stock than if the dividend or capital gains distribution had been paid in common stock issued by the Fund. The Plan Agent will apply all cash received as a dividend or capital gains distribution to purchase shares of common stock on the open market as soon as practicable after the payment date of such dividend or capital gains distribution, but in no event later than 30 days after such date, except where necessary to comply with applicable provisions of the federal securities laws.

 

 

33


The Greater China Fund, Inc.

 

 

Supplemental Information (Unaudited)

Continued

 

The Plan Agent maintains all shareholder accounts in the Plan and furnishes written confirmations of all transactions in the account, including information needed by shareholders for personal and tax records. Shares in the account of each Plan participant will be held by the Plan Agent in non-certificated form in the name of the participant, and each shareholder’s proxy will include those shares purchased pursuant to the Plan.

There is no charge to participants for reinvesting dividends or capital gain distributions. There will be no brokerage charge with respect to shares issued directly by the Fund as a result of dividends or capital gain distributions payable either in shares or in cash. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends and distributions. The automatic reinvestment of dividends and distributions will not relieve participants of any U.S. income tax that may be payable on such dividends or distributions.

Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund and the Plan Agent reserve the right to terminate the Plan as applied to any dividend or distribution paid subsequent to notice of the termination sent to the members of the Plan at least 30 days before the record date for dividends or distributions. The Plan also may be amended by the Fund or the Plan Agent, but (except when necessary or appropriate to comply with applicable law, rules or policies of a regulatory authority) only by at least 30 days’ written notice to members of the Plan. All correspondence concerning the Plan should be directed to the Plan Agent c/o PNC Global Investment Servicing, P.O. Box 43027, Providence, Rhode Island 02940–3027. For further information regarding the plan, you may also contact the transfer agent directly at 1–800–331–1710.

Quarterly Form N-Q Portfolio Schedule

The Fund will file its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Forms N-Q. The Fund’s Forms N-Q are available on the Fund’s website at http://www. greaterchinafund. com or on the SEC’s website at http://www. sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-800-SEC-0330. Additionally, you may obtain copies of Forms N-Q from the Fund upon request by calling 1-800-331-1710.

Proxy Voting Policies and Procedures and Record

You may obtain a description of the Fund’s proxy voting policies and procedures, and its proxy voting record, without charge, upon request by contacting the Fund directly at 1-800-331-1710, online on the Fund’s website: http://www. greaterchinafund. com, or on the EDGAR Database on the SEC’s website at http://www. sec.gov.

 

 

34


The Greater China Fund, Inc.

 

 

 

Other Information

Since December 31, 2009, there have been no (i) material changes in the Fund’s investment objectives or policies, or (ii) changes to the Fund’s charter or by-laws or (iii) material changes in the principal risk factors associated with investment in the Fund.

 

 

35


The Greater China Fund, Inc.

 

 

Supplemental Information (Unaudited)

Concluded

 

U.S. Federal Tax Information

Dividends and Distributions

As required by the U.S. Internal Revenue Code of 1986, as amended (“the Code”), we wish to advise you as to the federal tax status of dividends and distributions paid by the Fund during its fiscal year ended December 31, 2009.

During the fiscal year ended December 31, 2009, the Fund paid $0.082 per share of ordinary income dividends.

For the year ended December 31, 2009, the Fund designates the maximum amount allowable, but not less than 10.47% of ordinary income dividends paid during the year as qualified dividend income in accordance with Section 854 of the Code.

For the fiscal year ended December 31, 2009, the Fund has made an election to pass-through the maximum amount of the portion of the ordinary income dividends paid derived from foreign source income as well as any foreign taxes paid by the Fund in accordance with Section 853 of the Code of the following amounts: $279,130 foreign tax credit from foreign source income of $5,177,633.

For purposes of preparing your federal income tax return, however, you should report the amounts as reflected on the appropriate Form 1099-DIV or substitute Form 1099-DIV which you should receive in February 2010.

 

 

36


The Greater China Fund, Inc.

 

 

 

New York Stock Exchange Certifications

The Fund’s common shares are listed on the NYSE. As a result, the Fund is subject to certain corporate governance rules and related interpretations issued by the NYSE. Pursuant to those requirements, the Fund must include information in this report regarding certain certifications. The Fund’s President and Treasurer have filed certifications with the SEC regarding the quality of the Fund’s public disclosure. Those certifications were made pursuant to Section 302 of the Sarbanes-Oxley Act (“Section 302 Certifications”) . The Section 302 Certifications were filed as exhibits to the Fund’s annual report on Form N-CSR, which included a copy of this annual report along with certain other information about the Fund. After the Fund’s 2009 annual meeting of shareholders, the Fund filed a certification with the NYSE on June 10, 2009, stating that its president was unaware of any violation of the NYSE’s Corporate Governance listing standards.

 

 

37


The Greater China Fund, Inc.

 

 

 

 

38


The Greater China Fund, Inc.

 

 

 

 

39


The Greater China Fund, Inc.

 

 

 

 

40


LOGO

155 Bishopsgate, London EC2M 3XY

Telephone +44 (0)20-7628 6000

Facsimile +44 (0)20-7638 7928

Internet www.barings.com

Ÿ LONDON Ÿ BOSTON Ÿ FRANKFURT Ÿ

Ÿ GUERNSEY Ÿ HONG KONG Ÿ

Ÿ PARIS Ÿ SAN FRANCISCO Ÿ TAIPEI Ÿ

Ÿ TOKYO Ÿ TORONTO Ÿ

 

LOGO


Item 2 – Code of Ethics – See Exhibit (a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.

The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant at 973-367-7521, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers.

Item 3 – Audit Committee Financial Expert –

The registrant’s Board of Directors has determined that the following persons serving on the registrant’s Audit Committee are audit committee financial experts as defined in Item 3 of Form N-CSR: Edward Y. Baker, John A. Hawkins and C. William Maher. Each of Mr. Baker, Mr. Hawkins and Mr. Maher is independent for purposes of Item 3 of Form N-CSR.

The designation of each of Messrs. Baker, Hawkins and Maher as an “audit committee financial expert” pursuant to Item 3 of Form N-CSR does not (1) impose upon such individual any duties, obligations, or liability that are greater than the duties, obligations and liability imposed upon such individual as a member of registrant’s audit committee or Board of Directors in the absence of such designation, or (2) affect the duties, obligations or liability of any other member of registrant’s audit committee or Board of Directors.

Item 4 – Principal Accountant Fees and Services –

(a) Audit Fees

For the fiscal years ended December 31, 2009 and December 31, 2008, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $57,000 and $57,000, respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

(b) Audit-Related Fees

For the fiscal years ended December 31, 2009 and December 31, 2008, KPMG LLP, the Registrant’s principal accountant, did not report any audit-related fees for services rendered to the Registrant that are reasonably related to the performance of the audits of the financial statements, but not reported as audit fees.


(c) Tax Fees

For the fiscal years ended December 31, 2009 and December 31, 2008, KPMG LLP, the Registrant’s principal accountant, billed the Registrant $23,500 and $16,250 for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

Fees included in the tax fees category comprise all services performed by professional staff in the independent accountant’s tax division except those services related to the audits. This category comprises fees for tax return preparation and review of excise tax calculations.

(d) All Other Fees

For the fiscal years ended December 31, 2009 and December 31, 2008, there were no fees billed by KPMG LLP for products and services rendered to the Registrant, other than the services reported in Item 4(a)-(c) above.

Fees included in the all other fees category would consist of services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the registrant.

(e) (1) Audit Committee Pre-Approval Policies and Procedures

The registrant’s audit committee pre-approves in advance at regularly scheduled audit committee meetings all audit and non-audit services performed by the registrant’s independent accountants for the registrant, its investment manager, and any entity controlling, controlled by, or under common control with the investment manager that provides ongoing services to the registrant. If such a service is required between regularly scheduled audit meetings, pre-approval may be authorized by the chairman of the audit committee. The chairman will update the audit committee at the next regularly scheduled meeting for any interim approval granted.

(e) (2) Percentage of services referred to in 4(b)- 4(d) that were approved by the audit committee –

There were no services referred to in Items 4(b)- 4(d) requiring approval pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the fiscal years ended December 31, 2009 and December 31, 2008.

(f) Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greater than 50%.

Not applicable.

(g) Non-Audit Fees

Not applicable to Registrant for the fiscal years ended December 31, 2009 and December 31, 2008. KPMG LLP, the Registrant’s principal accountant, did not report any non-audit fees for services rendered to the Registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant for the fiscal years ended December 31, 2009 and December 31, 2008.


(h) Principal Accountant’s Independence

The Registrant’s audit committee was not required to consider whether the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5 – Audit Committee of Listed Registrants –

The registrant has a separately designated standing audit committee (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee is comprised of the following board members: Mr. Baker, Mr. Hawkins, Mr. Maher, Mr. Taylor and Mr. Tsim.

Item 6 – Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies –

The registrant has adopted policies and procedures with respect to the voting of proxies related to portfolio securities. These procedures delegate to Baring Asset Management (Asia) Ltd., the investment manager, the responsibility for voting proxies, subject to the continuing oversight of the registrant’s board of directors. The registrant’s procedures provide that the board of directors annually reviews the investment manager’s proxy voting policies and procedures and the investment manager’s proxy votes on behalf of the registrant.

A copy of the investment manager’s proxy voting policies and procedures is set forth below:

Baring Asset Management Group Companies

(the “Companies”)

Proxy Voting Policies and Procedures

Executive Summary

The Companies owe fiduciary, contractual, and statutory duties to vote proxies on the securities that they manage for many of their clients. The Companies will vote client proxies in accordance with the procedures set forth below unless the client retains in writing the right to vote proxies or the Companies determine that any benefit the client may gain from voting a proxy would be outweighed by the costs associated therewith. For many clients, the Companies have assumed contractual responsibility to vote proxies on the securities that they manage for those clients’ accounts. For ERISA clients ( i.e. , employee benefit plans formed pursuant to the


Employee Retirement Income Security Act of 1974), the Companies owe fiduciary and statutory duties to vote proxies on ERISA client securities unless the ERISA clients have explicitly retained the obligation to do so. The Companies also vote proxies for those clients who have invested in certain commingled funds, but do not vote proxies for clients who have invested in the “active/passive” commingled funds maintained at State Street Bank and Trust (“State Street”), as State Street retains authority to vote proxies for those clients. To ascertain whether a particular client has delegated proxy voting responsibility to the Companies, please contact the Global Events Department or Legal and Compliance Department.

The Companies reserve the right to amend these Proxy Voting Policies and Procedures from time to time without prior notice to their clients.

Special Circumstances When Proxy Votes May Not Be Cast

In some cases, the Companies may determine that it is not in the best economic interests of clients to vote proxies. For example, some non-U.S. securities issuers impose fees on shareholders or their custodians for exercising the right to vote proxies. Other issuers may “block,” or prohibit, shareholders from transferring or otherwise disposing of their shares for a period of time after the securities holders have noticed their intent to vote their proxies. Moreover, some issuers require the registration of securities in the name of the beneficial owners before permitting proxies to be cast, and thus mandate the disclosure of the identity of beneficial owners of securities, which may be contrary to the wishes of the Companies’ clients.

The U.S. Department of Labor (the “U.S. Labor Department”), which enforces ERISA, recognizes that ERISA clients may incur additional costs in voting proxies linked to shares of non-U.S. corporations. The U.S. Labor Department advises that investment advisers, such as the Companies, should weigh the effect of voting clients’ shares against the cost of voting.

In these instances, the Global Events Department will notify the appropriate portfolio managers of the costs or restrictions that may apply in voting proxies. Portfolio managers, with guidance from the Proxy Committee if desired, will weigh the economic benefit to the Companies’ clients of voting those proxies against the cost of doing so. The Global Events Department shall record the reason for any proxy not being voted, which record shall be kept with the proxy voting records of the Companies.

Institutional Shareholder Services (“ISS”)

The Companies have contracted with ISS, an independent third party service provider, to vote the Companies’ clients’ proxies according to ISS’s proxy voting recommendations. ISS will also provide proxy analysis, vote recommendations, vote execution and record-keeping services for clients for which the Companies have proxy voting responsibility.

The clients’ custodians forward proxy materials to ISS for those clients who rely on the Companies to vote proxies. ISS forwards proxy proposals along with ISS proxy analysis and vote recommendations to the Companies. The Companies maintain standing instructions that direct ISS to vote all proxies in accordance with ISS recommendations.

The Companies and ISS hold service review meetings twice a year. During these meetings ISS are asked to confirm that their policies and controls, including those relating to conflicts of interest, have operated effectively during the period and that they have advised us of any occasions where they have been conflicted.


ISS Conflict of Interest

There may be instances when ISS makes no recommendation on a proxy voting issue or is recused due to a conflict of interest. In these situations, the applicable portfolio manager will review the issue and, if the Companies do not also have a conflict of interest, direct the Global Events Department to direct ISS how to vote the proxies. If the Companies have a conflict of interest, the Companies, in their sole discretion, shall either engage an independent third party to provide a vote recommendation or contact the client for direction as to how to vote the proxies.

The Companies retain a copy of ISS’ Policies, Procedures and Practices Regarding Potential Conflicts of Interest (as amended or updated from time to time, the “ISS Conflict Policy”), which addresses conflicts of interest that could arise in connection with advisory services provided by ISS or its affiliates. The Companies believe that the ISS Conflict Policy contains policies and procedures that are reasonably designed to minimize any such potential conflicts of interest. The Proxy Voting Committee review the ISS Conflict Policy on an annual basis to confirm that it remains reasonably designed to minimise conflicts of interest.

Override of ISS Recommendation

There may be occasions where the Companies’ portfolio managers seek to override ISS’s recommendations if they believe that ISS’s recommendations are not in accordance with the best economic interests of clients. In the event that the Companies’ portfolio managers disagree with an ISS recommendation on a particular voting issue, the appropriate portfolio manager shall document in writing the reasons that the portfolio manager believes that the ISS recommendation is not in accordance with clients’ best economic interests and submit such written documentation to the Global Events Department.

The Global Events Team shall review the rationale stated to ensure that it is expressed in clear, understandable and complete sentences. Any concerns should be returned to the Portfolio Manager for clarification and revision of the rationale. The Global Events Team shall ensure that when the company is a client of Barings and we wish to vote with the company contrary to the recommendation of ISS, that the procedure set out in this policy under ‘Conflicts of Interest’ is followed. The Portfolio Manager’s vote instruction and rationale is then forwarded on to the Proxy Committee for review. The Proxy Voting Committee will closely analyse the explanation given, and where concerned, further clarification will be requested from the Portfolio Manager. The vote decision can only be processed when ratification is received from a member of the Proxy Voting Committee from the following departments (where not conflicted) has agreed the vote decision:

Compliance

Market Activities

Investment - Equities

Responsibility for the provision of a clear rationale for each occasion when ISS recommendation is not to be followed rests with the Portfolio Manager. Each vote successfully cast against ISS recommendations is logged in the Quarterly Proxy Voting Committee pack and also recorded by


the Global Events department. The Proxy Voting Committee at each meeting will collectively review and approve the rationale given. If any rationale is judged to be inadequate, further clarification will be requested from the Portfolio Manager.

The Global Events Team can refer the matter to the Proxy Committee where there are concerned with the rationale for overriding ISS recommendations.

Special Client Instructions

There are instances when a client has instructed the Companies how they would like the Companies to vote proxies on particular issues of corporate governance or other matters. The Companies will be responsible for voting in accordance with the client instructions. The Global Events Department will maintain a list of clients that have provided the Companies with special proxy voting instructions, and will ensure that the client’s account is set up as a segregated account with ISS. Furthermore, the Global Events Department is responsible for sending a request form to the Client Service Representative responsible for that client to obtain from the Client Service Representative the specific voting instructions on behalf of that client.

Proxy Committee

The Companies have established a Proxy Voting Committee, which shall include representatives from portfolio management, operations, and legal/compliance or other functional departments as deemed appropriate who are knowledgeable regarding the proxy process. A list of the current members of the Proxy Voting Committee is attached hereto as Schedule A. A majority of the members of the Proxy Committee shall constitute a quorum and the Proxy Committee shall act by a majority vote. The Proxy Committee meetings may be conducted in person, telephonically, or via electronic communication (e-mail). A member of the Global Events Department will manage the proxy voting process, which includes the taking of minutes of the Proxy Committee, the voting of proxies, and the maintenance of appropriate records.

The Global Events Department shall call Proxy Committee meetings, prior to the casting of a vote, to review votes where ISS is conflicted. In these situations, the Proxy Committee shall meet to review the issue and direct ISS how to vote the proxy. The Proxy Committee shall review information provided to it to determine if a real or perceived conflict of interest exists and the minutes of the Proxy Committee shall describe any real or perceived conflict of interest and any procedures used to address such conflict of interest.

The Global Events Department shall also call quarterly Proxy Committee meetings to: (i) monitor the Companies’ adherence to these Procedures; (ii) review votes against ISS recommendations or where ISS was conflicted; (iii) review the list of client requests for a copy of these Procedures and/or the proxy voting record; and (iv) review new corporate governance issues and industry trends and determine whether changes to these Procedures are necessary or appropriate.

Conflicts of Interest – general

To avoid voting proxies in circumstances where the Companies have or may have any conflict of interest, real or perceived, the Companies have contracted with ISS to provide proxy analysis, vote recommendations and voting of proxies, as discussed herein. In instances where


ISS has recused itself and makes no recommendation on a particular matter the portfolio manager can direct the Global Events department to direct ISS how to vote proxies assuming the portfolio manager and the Proxy Committee confirm the Companies are not conflicted. If an override submission is requested by a portfolio manager, the Proxy Committee shall determine how the proxy is to be voted, in which case the Proxy Committee will determine whether a conflict of interest exists and that the rationale to vote against ISS is reasonable and is in the best interests of clients.

There may be occasions when a portfolio manager and/or member of its team who are involved in the proxy voting decision may have a conflict of interest, or the Companies have a business relationship with the company soliciting the proxy. A person shall not be considered to have a conflict of interest if the person did not know of the conflict of interest and did not attempt to influence the outcome of a proxy vote. Any person with actual knowledge of a conflict of interest relating to a particular item shall disclose that conflict to the Global Events Department.

The following are examples of situations where a conflict of interest may exist:

 

   

The company soliciting the proxy is a client of the Companies;

 

   

The company soliciting the proxy is an affiliate of the Companies;

 

   

An employee of the Companies is a also a director, officer or employee of the company soliciting the proxy; and

 

   

A portfolio manager and/or a partner/spouse of a SIT member, who is involved in making the voting decision is a director, officer, or employee of the company soliciting the proxy.

 

   

A company that provides a service to Barings.

To monitor the above examples of where a conflict of interest may exist, the Global Events Department is responsible for maintaining a list of all publicly traded clients (and the client’s parent company) of the Companies. The Companies currently have no affiliates that are publicly traded companies. The London Legal Department shall maintain a list of all employees of the Companies who are directors or officers of publicly traded companies, and shall advise, as applicable, the London Head of Compliance, who will then advise the Global Events Department. The portfolio manager and members of the SIT who are involved in the voting decision are responsible for notifying the Global Events Department, via the proxy voting form, if said portfolio manager, member or said member’s partner/spouse is a director, officer or employee of the company soliciting the proxy or if the SIT member is aware of any other possible real or perceived conflicts of interest.

The Companies have a duty to vote proxies in the best interests of their clients. Therefore, in situations where there is a real or perceived conflict of interest, the Companies will either vote the securities in accordance with a pre-determined policy based upon the recommendations of an independent third party, such as a proxy voting service, or disclose the conflict to the client and obtain the client’s direction to vote the proxy. Where a Company provides a service to Barings, the vote can only be cast in line with ISS recommendations, to maintain independence and avoid a conflict of interest.

The Committee has also noted that there is certain flexibility with regard to the voting of agenda items on board members and Directors. Barings find that in instances which are beneficial to client and provide no conflict of Interest, that the approval of Directors and Board Members


performing more than one role for the company under review is acceptable. This approach aims to benefit the client in cases where the Independent third party proxy provider employs one steadfast rule across a very differing and unique agenda issue, which can vary greatly depending on the company being reviewed. Any vote decision that is not in line with ISS recommendation however, must be ratified by the Proxy Voting Committee as per the process described above.

Conflicts of interest – Barings Mutual Funds

Discretionary Clients.

Where the IMA requires it OR for UK mutual funds, we cannot vote our Clients’ holdings of any mutual funds or other securities managed or advised by Barings or any other member of the MassMutual group - an “In-House Vote” - unless we have obtained the relevant Client’s prior instructions on how to vote that particular holding - and irrespective of whether we are voting in line with ISS’s recommendation.

In this scenario, each Client will need to be contacted and their specific instructions sought on how we should vote. These instructions should be obtained in accordance with any applicable requirements as regards obtaining instructions as specified in the relevant IMA / Authorised Signatory list, with appropriate records maintained to demonstrate that this has been done.

The default position will be that it is assumed the client must be contacted unless proved otherwise (note: for UK mutual funds we must always contact the clients). Where the IMA does not require the client to be contacted, then we can only vote in line with ISS recommendations. If the Portfolio Manager wishes to override ISS recommendations they must get the written agreement of the client.

Mutual Funds

In a situation where one Barings mutual fund is invested in another Barings mutual fund then the following process should be followed.

UK Funds. These units cannot be voted. This is in accordance with FSA requirements.

Non UK Funds. Voting should be undertaken in accordance with the provisions stated in the general ‘Conflict of Interest’ section above. If a Portfolio Manager wishes to override ISS (or another independent third party) recommendation then this will be referred to the Proxy Voting Committee for review. Any decision by the Proxy Voting Committee to override the recommendation of an independent third party must demonstrate why it is considered to be in the interests of Barings’ clients.

ISS Proxy Voting Guidelines

A copy of ISS’s proxy voting guidelines can be found on the ISS Website at http://www.issproxy.com/policy/2006policy.jsp.


Proxy Voting Policies and Procedures and Voting Records

A copy of these Proxy Voting Policies and Procedures as well as a record of how proxies have been voted for a client’s account will be provided to the client upon request. Clients may request a copy of these Proxy Voting Policies and Procedures and information about how the Companies voted proxies on the client’s behalf by contacting their client service representative.

Recordkeeping

The Companies must retain the following documentation as it relates to proxy voting:

 

1. Copies of all Proxy Voting policies & Procedures;

 

2. A copy of each proxy statement received regarding client securities;

(An adviser may satisfy this requirement by relying on a third party to make and retain, on the adviser’s behalf, a copy of a proxy statement (provided that the adviser has obtained an undertaking from the third party to provide a copy of the proxy statement promptly upon request) or may rely on obtaining a copy of a proxy statement from the Commission’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.)

 

3. A record of each vote cast on behalf of a client;

(An adviser may satisfy this requirement by relying on a third party to make and retain, on the adviser’s behalf, a record of the vote cast, provided that the adviser has obtained an undertaking from the third party to provide a copy of the record promptly upon request.)

 

4. A copy of any document created by the adviser that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis for that decision; and

 

5. A copy of each written request for information on how the adviser voted proxies on behalf of the client, and a copy of any written response by the adviser to any (written or oral) client request for information on how the adviser voted proxies on behalf of the requesting client.

The above records shall be maintained and preserved in an easily accessible place for a period of not less than five years from the end of the fiscal year during which the last entry was made on such record, the first two years in an appropriate office of the adviser. The Companies rely on ISS and the Global Events Department to maintain the above records.

APPENDIX A

PROXY VOTING COMMITTEE MEMBERS

 

1. Team Leader – Global Events Department (London)

 

2. Head of Market Activities (London)

 

3. Head of Equities (London)

 

4. Head of Compliance (London)

 

5. Head of Operations and Technology (London)

 

6. Head of Compliance (Boston)


Item 8 – Portfolio Managers of Closed-End Management Investment Companies –

Henry Chan and Agnes Deng are the Fund’s portfolio managers, the persons associated with the Investment Manager who are primarily responsible for the day-to-day management of the Fund’s portfolio.

Henry is Head of Asia Pacific Investment. His responsibilities include the formulation of investment strategy, direction of research and management of the investment team. Henry joined Baring Asset Management in 2004 and assumed the lead role in driving our Asian institutional mandates and flagship retail products. At the specialist level, Henry is the lead manager of Greater China Fund Inc., and co-manager of the Baring Asia Strategic Fund and Baring Korea Trust. He became the head of the Asia Pacific investment team in 2006. Henry has extensive experience in the management of both Asian regional and specialist mandates. Prior to joining Baring Asset Management he worked at INVESCO (formerly LGT) where he handled a number of Pacific Basin (including Japan) and Asia ex Japan portfolios. His specialist experience covered a number of markets including China, Hong Kong, Taiwan, Korea and Japan. He was also the lead fund manager of INVESCO Asia NET Fund, INVESCO GT Taiwan Fund and a number of Greater China portfolios. Henry received his Bachelor Degree from the London School of Economics and Political Science in 1992. He was awarded the CPA designation in 1994 and became a CFA in 1997. Henry speaks fluent English, Cantonese and Mandarin.

In addition to the Fund, Henry was also responsible for the day-to-day management of the portfolio of the following accounts as of December 31, 2009:

 

     Number of
Accounts
   Number of
Accounts with
Performance Fee
   Assets Under
Management

($ US mil)
   Assets Under
Management with
Performance Fee

($ US mil)

Registered Investment Companies

   1    1    $ 15.7    $ 15.7

Other Pooled Investment Vehicles

   8    3    $ 1,230.0    $ 36.5

Other Accounts

   4    1    $ 1,956.6    $ 359.3

As of December 31, 2009, the dollar range of equity securities in the Fund beneficiary owned by Henry was $10,001-$50,000. Portfolio Managers are compensated via his/her annual salary plus potential for a performance bonus if the majority of the funds managed by the Portfolio Managers and his/her team achieved their excess returns objectives.

Agnes is the investment manager of the Baring Hong Kong China Fund and Greater China Fund Inc. She also takes the lead role in Hong Kong China specialist research. Agnes


joined Baring Asset Management in 2007 from Standard Life Investment (SLI) in Asia where she was an Investment Director with considerable experience in running portfolios focusing on the Hong Kong China as well as the Asian region. The SLI China Fund she managed consistently ranked in the top quartile positions in the peer group performance surveys. Agnes also worked closely with Standard Life’s asset management joint venture in China and provided recommendations on strategy and asset allocation. Agnes received a BA in English Literature from Xiang Tan University (Hunan) China and an M.B.A. from the McGill University, Montreal, Canada. Agnes was awarded the CFA designation in 2001. She speaks English, Mandarin and Cantonese fluently.

In addition to the Fund, Agnes was also responsible for the day-to-day management of the portfolio of the following accounts as of December 31, 2009:

 

     Number of
Accounts
   Number of
Accounts with
Performance Fee
   Assets Under
Management

($ US mil)
   Assets Under
Management with
Performance Fee

($ US mil)

Registered Investment Companies

   0    0      —        —  

Other Pooled Investment Vehicles

   5    0    $ 5,376.4      —  

Other Accounts

   3    1    $ 400.3    $ 252.5

As of December 31, 2009, Agnes did not beneficially own any equity securities in the Fund. Portfolio Managers are compensated via his/her annual salary plus potential for a performance bonus if the majority of the funds managed by the Portfolio Managers and his/her team achieved their excess returns objectives.

There are no material conflicts which arise between the management of The Greater China Fund, Inc. versus other funds.

Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers –

There were no purchases made by or on behalf of the registrant or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended, of shares of the registrant’s equity securities made in the period covered by this report.

Item 10 – Submission of Matters to a Vote of Security Holders – Not applicable.

Item 11 – Controls and Procedures

 

  (a)

It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures


 

(such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

 

  (b) There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Exhibits

 

(a)    (1)   Code of Ethics as required pursuant to Section 406 of the Sarbanes-Oxley Act of 2002 (and designated by registrant as a “Code of Conduct”) is incorporated by reference herein from Exhibit EX-99 CODEETH to the registrant’s Report on Form N-CSR filed March 10, 2004 (Accession Number: 0001047469-04-007323)(SEC File No. 811-06674).
   (2)   Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.CERT.
   (3)   Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.
(b)    Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant) The Greater China Fund, Inc.   
By (Signature and Title)*   

/ S /    D EBORAH A. D OCS        

  
   Deborah A. Docs   
   Secretary   

 

Date February 28, 2010

     

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*   

/ S /    B RIAN C ORRIS        

  
   Brian Corris   
   President and Principal Executive Officer   

 

Date February 28, 2010

 

     
By (Signature and Title)*   

/ S /    G RACE C. T ORRES        

  
   Grace C. Torres   
   Treasurer and Principal Financial Officer   

 

Date February 28, 2010

     

 

* Print the name and title of each signing officer under his or her signature.
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