JPMorgan Asia Growth & Income plc Annual Report & Financial Statements for the year ended 30th September 2022
Key Features 2 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Your Company Objective Total return, primarily from investing in equities quoted on the stock markets of Asia, excluding Japan. Investment policies • To have a diversified portfolio of Asian stocks. • To have a portfolio comprising around 50 to 80 investments. • To use borrowings to gear the portfolio within a range of 10% net cash to 20% geared in normal market conditions. Dividend policy The Company aims to pay, in the absence of unforeseen circumstances, a regular quarterly dividend equivalent to 1% of the Company’s cum-income net asset value (‘NAV’) on the last business day of each financial quarter, being the end of December, March, June and September. These dividends are paid from a combination of the revenue and capital reserves and will fluctuate in line with any rise or fall in the Company’s net assets at the end of each financial quarter. Benchmark MSCI AC Asia ex Japan Index with net dividends reinvested, expressed in sterling terms. Capital structure At 30th September 2022, the Company’s issued share capital comprised 96,756,268 shares of 25p each, excluding shares held in Treasury. Discount management In normal market circumstances the Company will use its buyback powers in order to ensure that, as far as possible, its ordinary shares trade at a discount no wider than 8% to 10% relative to their cum-income Net Asset Value (‘NAV’) per share. Continuation resolution In accordance with the Company’s Articles of Association, the Directors are required to propose a resolution that the Company continue as an investment trust at the Annual General Meeting in 2023 and every third year thereafter. Management company The Company employs JPMorgan Funds Limited (‘JPMF’ or the ‘Manager’) as its Alternative Investment Fund Manager. JPMF delegates the management of the Company’s portfolio to JPMorgan Asset Management (UK) Limited (‘JPMAM’). Environment, social and governance (‘ESG’) issues ESG considerations are fully integrated into the stock selection process. JPMAM research teams compile proprietary ESG analyses on each company as well as using external vendor research, and rank them. These ESG scores are combined with strategic and financial analysis to evaluate overall attractiveness. In addition, the Manager, together with Stewardship specialists, conducts extensive engagement on specific ESG issues with investee companies. JPMAM endeavours to vote at all of the meetings called by companies in which your portfolio invests. The Company’s detailed ESG report is on pages 15 to 19. Financial Conduct Authority (‘FCA’) regulation of ‘non-mainstream pooled investments’ and MiFID II ‘complex instruments’ The Company currently conducts its affairs so that the shares issued by the Company can be recommended by independent financial advisers to ordinary retail investors in accordance with the FCA’s rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The shares are excluded from the FCA’s restrictions which apply to non-mainstream investment products because they are shares in an investment trust. The Company’s shares are not classified as ‘complex investments’ under the FCA’s revised appropriateness criteria adopted in the implementation of MiFID II. Website The Company’s website, which can be found at www.jpmasiagrowthandincome.co.uk includes useful information on the Company, such as daily prices, factsheets and current and historic half year and annual reports.
Key Features J.P. Morgan Asset Management 3 82.1% Carbon Emissions (per $M invested) for the portfolio are more than 82% lower than the carbon emissions for the benchmark 20+ languages spoken, nationalities represented on the investment team 69.1% Active share — a measure of active management 2 95 Investment professionals in Emerging Markets and Asia Our heritage and our team JPMorgan Asia Growth & Income plc has an established long-term track record of investing in Asian markets. The investment team benefits from J.P. Morgan Asset Management’s extensive network of Asian market specialists around the world. Their on-the-ground experience and in-depth knowledge of local markets coupled to an established investment process enable them to make longer-term appraisals of companies and not be side-tracked by short-term noise. Our Investment Approach The Company takes an active, bottom-up approach to investing in Asian markets. Ayaz and Robert look at the growth potential of specific companies rather than simply taking a view on individual countries, which is reflected in the Company’s low stock turnover and concentrated portfolio. Investing sustainably has always been an integral part of the Manager’s fundamental research and investment approach, well before environmental, social and governance (‘ESG’) factors became mainstream. With an investment approach which identifies profitable companies that demonstrate sustained growth potential over the long-term rather than focusing on short-term market movements, the Company has created value for investors over the long-term. With economies across the developed world sluggish, there is more reason than ever for UK investors in search of growth to look to Asia. With 60% of the world’s population – some 4.5 billion people – living in Asia, the rapid rise of the middle class is a powerful engine for growth.” Ayaz Ebrahim, Investment Manager, JPMorgan Asia Growth & Income plc “ JPMorgan Asia Growth & Income plc draws on our local expertise and long experience in the region to seek out the companies positioned to benefit from Asia’s transformation.” Robert Lloyd, Investment Manager, JPMorgan Asia Growth & Income plc “ 4,000+ Company meetings conducted per annum, on average 1 1 Company meetings have continued despite the impact of COVID-19. 2 Active share is a measurement of the difference in the Company’s portfolio compared to the benchmark index.
4 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Contents Strategic Report Financial Highlights 6 Chairman’s Statement 8 Investment Managers’ Report 11 Environmental, Social and Governance Report 15 Ten Year Record 20 Portfolio Information 22 Business Review 27 Principal and Emerging Risks 31 Long Term Viability 34 Duty to Promote the Success of the Company 35 Directors’ Report Board of Directors 38 Directors’ Report 39 Corporate Governance Statement 41 Audit Committee Report 47 Directors’ Remuneration Report 50 Statement of Directors’ Responsibilities 54 Independent Auditor’s Report 56 Financial Statements Statement of Comprehensive Income 63 Statement of Changes in Equity 64 Statement of Financial Position 65 Statement of Cash Flows 66 Notes to the Financial Statements 67 Regulatory Disclosures Alternative Investment Fund Managers Directive Disclosure (Unaudited) 85 Securities Financing Transactions Regulation Disclosure (Unaudited) 86 Shareholder Information Notice of Annual General Meeting 89 Glossary of Terms and Alternative Performance Measures (Unaudited) 93 Where to Buy J.P. Morgan Investment Trusts 95 Information about the Company 96
Strategic Report Image: Scenic view of the Five Flower Lake among fall woods in Jiuzhaigou nature reserve (Jiuzhai Valley National Park), China.
Financial Highlights 6 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report Total returns (including dividends reinvested) 3 years 5 years 10 years 2022 2021 cumulative cumulative cumulative Return to shareholders 1,APM Return on net assets 2,APM z Benchmark return 3 Annual dividend 4 –17.2% +3.6% +4.9% +19.8% –16.2% +13.7% +4.1% +20.5% –13.9% +9.7% +13.1% +6.0% –2.3% +4.0% –2.0% +7.4% Net asset return performance compared to benchmark return 16.5p 19.3p +135.6% +126.4% +94.9% +31.3% 1 Source: Morningstar. 2 Source: Morningstar/J.P. Morgan, using net asset value per share. 3 Source: MSCI. The Company’s benchmark is the MSCI AC Asia ex Japan Index with net dividends reinvested, expressed in sterling terms. 4 Details of the Company’s dividend policy can be found on page 28. APM Alternative Performance Measure (‘APM’). A glossary of terms and Alternative Performance Measures is provided on pages 93 and 94.
Financial Highlights J.P. Morgan Asset Management 7 Strategic Report Summary of results 2022 2021 % change Total returns for the year ended 30th September Return to shareholders 1,APM –17.2% +3.6% Return on net assets 2,APM –16.2% +13.7% Benchmark return 3 –13.9% +9.7% Net asset value, share price and discount at 30th September Shareholders’ funds (£’000) 358,560 450,200 – 20.4 Net asset value per share APM 370.6p 460.7p – 19.6 4 Share price 335.0p 422.5p – 20.7 5 Share price discount to net asset value per share APM (9.6)% (8.3)% Net cash APM 0.1% 0.3% Ongoing charges APM 0.69% 0.77% 1 Source: Morningstar. 2 Source: Morningstar/J.P. Morgan, using net asset value per share. 3 Source: MSCI. The Company’s benchmark is the MSCI AC Asia ex Japan Index with net dividends reinvested, expressed in sterling terms. 4 % change, excluding dividends paid. Including dividends reinvested, the return is –16.2%. 5 % change, excluding dividends paid. Including dividends reinvested, the return is –17.2%. APM Alternative Performance Measure A glossary of terms and Alternative Performance Measures is provided on pages 93 and 94. 1 Source: Morningstar. 2 Source: Morningstar/J.P. Morgan, using net asset value per share. 3 Source: MSCI. The Company’s benchmark is the MSCI AC Asia ex Japan Index with net dividends reinvested, expressed in sterling terms. Long term performance (total returns) for years ended 30th September -30 0 30 60 90 120 150 10 Year 5 Year 3 Year 1 Year  JPMorgan Asia Growth & Income – return to shareholders 1  JPMorgan Asia Growth & Income – return on net assets 2  Benchmark return 3 –17.2 –16.2 –13.9 135.6 19.8 20.5 13.1 4.9 4.1 6.0 126.4 94.9
Chairman’s Statement 8 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report Performance An usually large number of adverse influences conspired to undermine Asian financial market sentiment in the year ended 30th September 2022. Rising price pressures, which were compounded by the war in Ukraine, and global supply chain bottlenecks, compelled the US Federal Reserve and other western central banks to hike interest rates more aggressively than previously anticipated. Higher rates and mounting fears of recession weighed on equity markets, especially growth stocks whose long-term valuations were undermined by rising rates. Asian investors faced additional concerns, most particularly the wide, and possibly long-term ramifications of China’s sharp, self-inflicted slowdown and rising geo-political tensions between China and the west, in particular, over China’s ambitions in relation to Taiwan and Hong Kong. Although the inflation picture has been more mixed across Asia than in the west, the region’s equity markets experienced the same downward pressures as their western counterparts. As elsewhere, growth stocks, such as those in the technology and media sectors, were worse hit, especially in China. As a result, in the year to 30th September 2022, the MSCI All Countries Asia ex Japan Index, declined 13.9% (in sterling terms). The Company’s performance lagged the benchmark, declining 16.2% in NAV terms and falling 17.2% in share price terms, reflecting a further widening of the discount at which the Company’s shares trade relative to NAV. The reasons for this underperformance are discussed in full in the Investment Managers’ Report that follows, which also reviews the market over the past year and considers the outlook for 2023. While disappointing, this year’s underperformance needs to be judged in the context of the Company’s longer-term performance track record, which remains impressive. The Company has provided shareholders with significant positive returns, and decisively outperformed its benchmark, over the long term. Its annualised return over the ten years to end September 2022 was 8.5% on an NAV basis and 8.9% in share price terms, well above the benchmark’s 6.9% return on the same basis. Dividend Policy In the absence of unforeseen developments, the Company’s dividend policy aims to pay regular, quarterly dividends, each equivalent to 1% of the Company’s NAV. Payments are set based on the NAV on the last business day of each financial quarter, being the end of December, March, June and September, and are funded from a combination of revenue and capital reserves. Shareholders are reminded that dividends are based on a percentage of net assets, so the dividend paid to shareholders will reflect the Company’s net assets at each quarter end. They will therefore be subject to market and performance fluctuations. For the year ended 30th September 2022, dividends paid totalled 16.5 pence (2021: 19.3 pence). This is the second lowest level of dividend paid by the Company since the introduction of its revised dividend policy, which took effect from the beginning of the Company’s financial year ended 30th September 2017. Although this is clearly disappointing for shareholders, it reflects recent market conditions and the Company’s performance. In the Board’s view, resetting the dividend quantum each quarter is a prudent way of delivering an income that tracks performance and does not put the Company under any undue stress. Premium/Discount and Share Capital Management The discount at which the Company’s shares trade has widened during the review period, and although it is broadly in line with the discounts of its immediate peers, the Board has deemed it necessary to utilise the Company’s buy back powers over the year, buying in a total of 1,040,725 shares (representing 1.1% of share capital) and holding them in Treasury. The Board’s view is that buy back activity can help to balance the demand and supply in the Company’s shares, while maintaining underlying liquidity. Gearing The Company has in place a multi-currency loan facility with Scotiabank. The Investment Managers utilise drawdowns from this loan facility to gear the portfolio during periods when the market is expected to rise and gearing will thus enhance performance. Over the reporting year, and at the time Bronwyn Curtis OBE Chairman
Chairman’s Statement J.P. Morgan Asset Management 9 Strategic Report of writing, the Company was not geared and hence gearing did not detract from returns in a falling market. Environmental, Social and Governance (‘ESG’) Issues As detailed in the ESG Report on pages 15 to 19, ESG considerations are integral to the Manager’s investment process and are core to its stock selection decisions. Please refer to this Report for comprehensive information on this integration. Board Succession The Board plans for succession to ensure it retains an appropriate balance of skills, knowledge and diversity. To this end the Board recently announced the appointments of Diana Choyleva and Kathryn Matthews to the Board with effect from 1st March and 1st June 2023 respectively. Diana is a leading expert on China’s economy and politics and is Chief Economist at Enodo Economics, an independent macroeconomic and political forecasting company. Previously she worked at Lombard Street Research, most recently as their chief economist and head of research. Kathryn brings to the Board many years of experience in the investment company sector, including directorships of a broad range of other Asia focused investment companies. Previously, Kathryn worked for Fidelity International where she was Chief Investment Officer, Asia Pacific (ex-Japan). Having served as a Director since 2013 and as Chairman since 2017, I will retire from the Board at the forthcoming Annual General Meeting and I will be succeeded by Sir Richard Stagg, who has served on the Board since July 2018. Dean Buckley, the Company’s Audit Chairman and SID, joined the Board in 2014 and it is the current intention that he will be retiring from the Board at the Annual General Meeting in 2024. The Manager and Costs Through the remit of the Management Engagement Committee (‘MEC’) the Board has reviewed the Manager’s performance and its fee arrangements with the Company. Based upon its performance record and taking all factors into account, including other services provided to the Company and its shareholders, the MEC and the Board are satisfied that JPMF should continue as the Company’s Manager and that its ongoing appointment remains in the best interests of shareholders. Continuation Vote Pursuant to the Company’s Articles of Association, the Board is required to put a triennial continuation vote to shareholders. Since the last time this requirement was enacted by the Company was in 2020, a continuation vote will be put to shareholders at the Annual General Meeting to be held on Wednesday, 15th February 2023. Given the performance returns over the medium and long term, your Board has no hesitation in recommending to shareholders that they vote in favour of the Company continuing as an investment trust for a further three-year period. Keeping in Touch The Board and the Investment Managers are also keen to increase dialogue with the Company’s existing shareholders. Investors holding their shares through online platforms will shortly receive a letter inviting them to sign up to receive email updates from the Company. These updates will deliver regular news and views, as well as the latest performance statistics. If shareholders wish to sign up to receive these communications, please visit https:/ / tinyurl.com/d95jkrz x or scan the QR code on this page. Annual General Meeting The Company’s Annual General Meeting will be held on Wednesday, 15th February 2023 at 11.00 a.m. at 60 Victoria Embankment, London EC4Y 0JP.
Chairman’s Statement 10 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report The Investment Managers will give a presentation to shareholders, reviewing the past year and commenting on the outlook for the current year. We look forward to seeing as many shareholders as possible at the AGM. For shareholders wishing to follow the AGM proceedings but choosing not to attend, we will be able to welcome you through conferencing software. Details on how to register, together with access details, will be available on the Company’s website: www.jpmasiagrowthandincome.co.uk , or by contacting the Company Secretary at [email protected] As is normal practice, all voting on the resolutions will be conducted by a poll. Shareholders viewing the meeting via conferencing software will not be able to vote on the poll and we therefore encourage all shareholders, and particularly those who cannot physically attend, to exercise their votes in advance of the meeting by completing and submitting their form of proxy. If you have any detailed or technical questions, it would be helpful if you could raise them in advance with the Company Secretary at 60 Victoria Embankment, London EC4Y 0JP or via the ‘Ask a Question’ link on the Company’s website. Shareholders who are unable to attend the AGM are encouraged to use their proxy votes. Outlook It is difficult to recall a time when the uncertainties permeating global financial markets have been greater or more varied. Yet despite the near-term gloom, Asia’s long-term growth prospects remain bright. JPMorgan Asia Growth and Income is a low-cost way for investors to gain diversified exposure to the region’s best businesses, while also providing shareholders with a competitive income of approximately 4%. And with share price valuations now at historical lows in many regional markets, we share the Investment Managers’ excitement about the many opportunities now available to purchase interesting, world-class companies in various sectors across Asia, at particularly attractive prices. Such acquisitions will leave the Company even better positioned to capitalise on Asia’s long-term growth story, to the continued benefit of patient shareholders willing to tolerate bouts of market turbulence. As this is my last Chairman’s statement before retiring, I would like to conclude by thanking my fellow Directors and the team at JPMorgan for their support and contribution during my time on the Board and I would also like to extend my thanks to our shareholders for their ongoing support. I wish the Company’s fortunes well for the future. Bronwyn Curtis OBE Chairman 15th December 2022
Investment Managers’ Report J.P. Morgan Asset Management 11 Strategic Report Ayaz Ebrahim Investment manager Robert Lloyd Investment manager Introduction In this report we review the Company’s investment performance for the 12 months to 30th September 2022. We examine the market backdrop over this period, and the factors that impacted performance. Finally, we consider the outlook for Asian equities over the coming six months and beyond. The market environment In the 12 months ended 30th September 2022, investor sentiment in Asian markets deteriorated significantly, causing a 13.9% decline in the MSCI AC Asia ex Japan Index in sterling terms. This sell-off was driven by a number of factors. Starting from a global perspective, the invasion of Ukraine drove up energy and commodity prices, while supply chain logjams, especially shortages of semi-conductors and other components for electronic products, worsened due to Chinese factory closures, as the country doggedly pursued its ‘zero COVID’ policy. These developments compounded the inflationary pressures that were already worrying investors. Markets were surprised by the willingness of central banks, led by the US Federal Reserve, to tighten monetary policy aggressively to combat these inflation pressures, and this in turn raised fears of recession. Global equity markets plunged, with the valuations of long-term growth stocks hit especially hard, while the US dollar hit multi-decade highs against other currencies. Asian investors had additional worries, mainly related to China, where the outlook for growth has worsened over both the short and longer term. China’s GDP in calendar year 2022 is forecasted to grow by only 3%, compared to 8% in 2021. The total containment of COVID-19 remains a key priority for the Communist Party leadership. In contrast to Western economies and other parts of Asia, the Chinese government seems determined to persist with this policy, even at the expense of economic growth, and it is unclear when restrictions will ease. China is also facing its first largescale residential property market correction. By some estimates this sector accounts for 25% of economic output, so any major setback will have significant implications for domestic growth. The correction was triggered by a government crackdown on borrowing within the sector, which caused a liquidity crisis among the country’s largest and most geared developers, and reduced the supply of mortgages to homebuyers. New homes sales have fallen by nearly 30 % over the past year. Thirdly, US government sanctions against Chinese tech companies are disrupting the supply of components for Chinese high performance computers and products relying on cutting edge logic and memory capabilities. While these issues may prove relatively short-lived, China’s longer-term growth prospects will be challenged by its worsening demographics. Other Asian countries, most notably South Korea and Taiwan, are bracing for a decline in export demand, as higher interest rates slow global growth and tip some economies into recession. South Korea’s exports recovered strongly in 2021, with gross exports growing nearly 11%, but the outlook for 2022 is for a more moderate 4.5% increase in exports. In Taiwan, Taiwan Semiconductor Manufacturing Company Ltd (‘TSMC’), one of the world’s leading producers of semiconductors, and the Company’s largest position as at the end of September 2022, continues to demonstrate a strong competitive advantage in leading-edge chip manufacturing. TSMC’s Q3 results showed sales growth of 47% year over year, driven by demand for their industry-leading chips, which account for more than 50% of revenues during the period. From a geographic perspective, sales to North American clients remain by far the largest source of income, making up 70% of sales, followed by Asia Pacific at 10% and China at 8%. However, the company did highlight weakness on the horizon by cutting capital expenditures and forecasting lower utilisation rates for chips used in personal computers and smart phones. Elsewhere in the region, the majority of South East Asian markets performed well, led by Indonesia, where growth has been particularly strong in the resources and energy sectors, as well as banking, the latter of which has benefited from strong loan demand and strong execution in online and digital banking strategies. Although inflation concerns have risen sharply in many developed countries, the inflation picture in Asia has been more mixed. In India and South Korea, price rises are testing ten-year highs, while in China and Indonesia, inflation pressures have been limited. However, despite this varied regional picture, Asian equity markets have still been dragged down by the sell-off in Western markets, with the valuations of high growth stocks in the tech and media sectors hit hardest, as in Western markets. This has weighed particularly heavily on markets such as China and Taiwan, whose indices have a high proportion of tech and other growth stocks.
Investment Managers’ Report 12 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report Performance Against this mixed and challenging backdrop, the Company underperformed its Index over the period, declining by 16.2% on a net asset value (‘NAV’) total return basis, and by 17.2% in share price terms. We are of course disappointed by this outcome, but given the extraordinary volatility of recent market conditions, and our long-term investment horizon, we believe it is more meaningful to judge performance over longer periods. On this basis, the Company has delivered significant positive returns for shareholders in absolute terms, and outperformed the benchmark, over five and ten years. Over the ten years to the end September 2022, the Company has generated an annualised return of 8.5% in NAV terms, and 8.9% on a share price basis, compared to a benchmark return of 6.9%, measured on the same basis. Performance attribution 30th September 2022 % % Contributions to total returns Benchmark return –13.9% Stock selection –2.3% Currency effect 0.1% Gearing/(net cash) 0.3% Investment Manager contribution –1.9% Dividends/residual 0.2% Portfolio return –15.6% Management fee/Other expenses –0.7% Share buy-back/issuance 0.1% Return on net assets APM –16.2% Effect of movement in discount over the year –1.0% Return to shareholders APM –17.2% Source: FactSet, JPMAM and Morningstar. All figures are on a total return basis. Performance attribution analyses how the Company achieved its recorded performance relative to its benchmark index. APM Alternative Performance Measure (‘APM’). A glossary of terms and APMs is provided on pages 93 and 94. Major Contributors and Detractors to Performance One of the largest detractors from the Company’s performance versus the Index over the financial year was the portfolio’s underweight allocation to India, which outperformed the Asian market index by approximately 25% over the period. Our stock selection in China and Taiwan also hurt performance, due to our exposure to higher growth issuers which de-rated so sharply over this period, as discussed above. This sell-off impacted portfolio holdings across a number of sectors including healthcare (Pharmaron Beijing, WuXi Biologics), textile manufacturing (Shenzhou International), and internet conglomerates (Alibaba, Tencent). On the positive side, the Company’s large overweight allocation to financials contributed positively to returns, thanks to its holdings in bank names in Indonesia, China, and Singapore. Broadly, regional banks have performed well, driven by the economic recovery, which has been especially robust in Indonesia. In particular, Bank Central Asia has benefitted from a strong economy, higher interest rates and more company specific reasons, including its push into digital banking. This has led to a sharp decline in customer acquisition costs, with total cost to income ratios falling from previous levels of 40-45%, to 35-40%. As discussed in previous reports, we see the digitalisation of the Indonesian economy as a key driver for growth across a myriad of sectors. Within the broader financial sector, our structural underweight allocation to Chinese property was also a positive contributor, given the
Investment Managers’ Report J.P. Morgan Asset Management 13 Strategic Report contraction in activity in this industry, discussed above. Despite the weak economic back drop in China, there are a selection of well-run businesses that have navigated the challenging environment extremely well. One such example is Yum China, a restaurant chain operator, which has performed well in the face of falling sales by continuing to innovate on the food delivery side and by improving in-store offerings, with the outcome that profit margins have recovered to pre-COVID levels while revenues are still 15% lower. Portfolio activity and positioning over the past six months While recent market volatility has been challenging for investors, it has created opportunities for us to purchase interesting businesses at compelling valuation levels. For example, the Company initiated a new position in Largan Precision, a Taiwanese manufacturer of lenses for use in smart phones and automobiles. At the time of purchase, this company’s valuation was extremely attractive, and half of its market capitalisation was in net cash. Looking ahead, we believe that phone cameras will rely more heavily on the kind of high-end lenses Largan produces, so we are positive about the company’s longer-term growth prospects. The Company also added to its position in Sany Heavy Industry (‘Sany’), a cyclical Chinese business which is a leading manufacturer of construction machinery such as excavators, cranes and road building equipment. The company is facing weak demand conditions, but there are signs of a bottoming in year-on-year excavator sales declines, which were down 20% in the year to July 2022, compared to a decline of 60% in the previous year. Sany’s valuation is also attractive. Key outright sales used to fund these and other acquisitions included the disposal of Kakao Corp, a South Korean internet content company which offers services under several brand names. We sold the holding due to rising concerns about the management’s capital allocation decisions and the risk of a widening conglomerate discount. We also secured profits by exiting several names which had performed relatively strongly versus the index. Such disposals included Meituan, a Chinese internet retailer, Delta Electronics, a Taiwanese electronics components producer, and Airports of Thailand, which benefitted from resumption of international travel. We have not made any major changes to the portfolio at the sector level over the review period. The Company’s largest overweight allocations are to financials (+4.9%), and consumer discretionary (+4.7%) and it has more modest overweight allocations to industrials (+2.8%) and information technology (+1.8%). We have also maintained underweight allocations to consumer staples (–3.0%) and materials (–2.9%), motivated by the fact that these sectors are either overvalued or profits are running well ahead of trend levels. The portfolio is also underweight energy (–2.0%), mainly due to the underweight in the Indian conglomerate Reliance and Chinese government owned energy firms, and real estate (–1.9%), reflecting our concerns around the Chinese property sector where most developers are heavily indebted and the outlook for demand in the long-term continues to deteriorate. China’s extremely poor short-term growth prospects, combined with mounting geo-political tensions related to Taiwan and Hong Kong, led us to eliminate our overweight allocation to China and Hong Kong on a combined basis. The portfolio is now neutral on these markets, and almost neutral in relation to Taiwan, as we believe valuations reflect the poor short-term outlook for these respective markets. The portfolio continues to have an underweight allocation to India given the view that this market is expensive relative to historical levels and compared to other regional markets – for instance the MSCI India index trades at 3.5x price to book (as of writing) while the average valuation for the regional index is 1.25x. As we observed in our half-yearly report, India is also especially vulnerable to higher commodity prices due to its heavy reliance on imported resources. The portfolio’s largest overweight allocations at the country level are to South Korea and Indonesia. The 3.5% overweight allocation to South Korea is motivated by several factors. Firstly, we are attracted by the fact that this market includes some of the world’s most competitively positioned hardware technology companies, such as consumer electronics giant Samsung Electronics and SK Hynix, a semiconductor producer, as well as manufacturers in the electric vehicle battery supply chain, such as SK IE Technology. In addition, the valuations of these issuers are presently attractive in both absolute and relative terms, so the portfolio holds all these names. Our 3.0% Indonesian overweight allocation is driven by more top-down, macroeconomic considerations – the country’s fiscal situation is improving as rising energy prices bolster government revenues. We also like the fact that the country has several well-run banks that have consistently generated high growth and solid returns.
Investment Managers’ Report 14 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report Outlook: Low valuations provide great opportunities to invest at compelling prices In our view, the past year’s sharp share price declines mean markets across the region now mostly reflect the deterioration in the economic environment and the many uncertainties and risks ahead. This view is supported by current valuations. The MSCI AC Asia ex Japan Index is trading at a price to book ratio of 1.25x, close to the previous historical lows seen in 2008 and 2016, and looking more deeply into the Index’s geographical constituents, valuations in South Korea, Hong Kong and China are also either close to or below their historical lows in price to book terms. India remains the sole market trading above its ten-year historical average valuation levels. Despite the myriad of near-term uncertainties underpinning current low valuations in many markets, we stand by our conviction that Asian equities continue to provide attractive long-term investment opportunities. From a top-down perspective, Asian countries have large and growing economies, accounting for roughly 40% of the world’s GDP. Major structural and social changes will ensure the region continues to grow rapidly, with domestic demand supported by the increasing prosperity of Asia’s burgeoning middle class. Furthermore, the region is also home to many innovative and dynamic companies that are leading the world in a wide range of industries, including semiconductor manufacturing, healthcare, renewable energy, next generation automotive production and financials. While we have already taken the chance provided by current low valuations to add new names to the portfolio at good prices, and top up existing holdings, as discussed above, there are many other exciting opportunities still available to invest in companies well-placed to benefit from Asia’s positive long term growth outlook. We remain confident that our long experience, our presence on the ground in local markets and our focus on the fundamental analysis of specific stocks, will allow us to keep identifying the best investment opportunities on offer across the region, ensuring the Company’s portfolio continues to provide our investors with attractive returns and outperformance over the long-term. Ayaz Ebrahim Robert Lloyd Investment Managers 15th December 2022
Environmental, Social and Governance Report J.P. Morgan Asset Management 15 Strategic Report Introduction ESG is an acronym which stands for Environmental, Social and Governance. It describes the broad field of sustainability in the corporate sector and is widely used when assessing the environmental impact of businesses, when considering how companies acquit themselves in respect of their broad social responsibilities, and when reviewing the practices and standards used in governing corporate organisations. Awareness of these issues has increased significantly in recent years among investment practitioners and their clients, and indeed in society at large, and our practices at J.P.Morgan Asset Management have been at the forefront of these developments. In these pages we explain how our approach has developed and how it is applied for the benefit of shareholders of JPMorgan Asia Growth & Income plc. The basics: what is ESG? E is for Environmental. This component considers a company’s impact on the world we live in, relating to the quality and functioning of the natural environment and natural systems. S is for Social. Social factors address the way that companies act within society; this includes the way that employee interests are managed, and the broader impact a company has on society. G is for Governance. This component relates to how companies are managed. It considers the measures that protect shareholder interests as well as the way any company meets regulatory and other external obligations. Why do we integrate ESG into our investment processes? Consideration of sustainability is intrinsic to our long-term approach to investment. When we invest our clients’ assets, we have to make judgements about the future risks and rewards of any investment. Those risks and rewards have always included all ESG factors because they have the potential to affect the future value of a security. A business that produces huge amounts of carbon emissions or plastic waste, for example, is likely to find itself the subject of scrutiny from regulators and consumers and failure to anticipate this and to change will likely bring a loss of value for shareholders in the long run. The same is true of businesses that neglect their social responsibilities or fail in matters of governance. In all these instances, investors will eventually assign a higher discount rate to future cash flows, with consequences for the price of that company’s securities. ESG Integration within the Company’s portfolio We integrate ESG considerations across all three parts of our qualitative assessment of a business. Firstly, we assign each business a strategic classification which is a label of franchise quality that ranges from Premium (best) to Quality and then to Trading and Structurally Challenged. This label is arrived at after a thorough examination of Economics (does the business create value for shareholders), Duration (can this value creation be sustained) and Governance (how will governance impact shareholder value). Environmental and Social issues have always been part of our assessment of Duration, along with broader considerations like the competitive and regulatory landscape faced by the business. Secondly, our research analysts complete a 98-question risk profile for each of the 1,000+ companies covered. Two thirds of these questions relate to environmental, social and governance issues with the remainder considering broader aspects of risk such as financial risk and regulatory risk. Thirdly, our analysts complete an ESG materiality score for every stock under coverage. The materiality framework splits our investable universe into over 50 sub-industries with companies scored only on the ESG issues that are likely to be financially material to the industry in which they operate. For example, we analyse software companies on issues of cyber security and carbon footprint of data centres of their data centres, while we focus more on environmental and safety issues for commodity extraction and processing names. Engagement Consideration of ESG issues should not be seen as a purely reactive activity in investment. It also involves active engagement with investee companies to promote standards, principles and outcomes that we would like to see companies demonstrate in practice.
Environmental, Social and Governance Report 16 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report The purpose of this report is to explain how we are setting about achieving these aspirations and to share examples of progress as we continue to seek ever more productive corporate engagement. Each example has been tagged to one of our Five Investment Stewardship Principles. These are the highest-level statement of universal priorities that we have. They are set by our Global Sustainable Investing Function and are principles we believe will have universal applicability and stand the test of time, and are as follows: The case studies set out below illustrate how these principles and frameworks work together to create a coherent and effective approach to corporate engagement. The companies mentioned are all held in your Company’s portfolio and are just a few examples of the ongoing dialogue that we maintain with all the companies in which we invest on your behalf. We participated in Alibaba’s ESG stakeholder interview at the start of the year upon invitation by the company’s new ESG director. In the interview, we highlighted social issues such as diversity, inclusion and equal opportunity in the workforce, that the company should prioritise and disclose more about. Additionally, we proposed that the company should disclose meaningful time-series quantitative data and qualitative descriptions of employee engagement results in these areas. Last year, a female employee of Alibaba reported to her manager that a client assaulted her during a business trip. The delay in the company taking appropriate measures once the incident was raised, illustrated a lack of safe and direct channels to escalate this type of issue to senior management. In addition, it has negatively affected Alibaba’s corporate reputation and employee morale and as a result, we have reflected this in our ESG checklist and materiality score for the company. During the ESG stakeholder interview, we asked how other employees reacted and the company promised to check internally and revert. Alibaba announced new climate neutrality targets and a low carbon transition roadmap in the company’s Carbon Neutrality Action Report. We are pleased with the details of the report and recommended that the company also respond to the Carbon Disclosure Project (CDP) climate change survey and embed science in its targets. Bank Rakyat Indonesia is one of the ‘Big Four Banks’ in Indonesia and it focuses primarily on commercial microfinance. We engaged with the company for its climate risks reporting and management, cybersecurity and board composition. In its 2020 sustainability report, the company adopted some recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) framework when reporting greenhouse gas emissions. We welcome the progress made and we further recommended Rakyat to disclose a breakdown of its loan portfolio by industry and its lending policies for energy, utilities, mining and agriculture and other emission sensitive industries. In late July 2021, Rakyat’s life insurance subsidiary was probed for the leak of personal data for about 1% of policy holders. We agreed with the bank’s emphasis on the quality and reliability of its IT security system, which is critical to its business, but we recommended a holistic investigation of the company’s entire information system. In Indonesia, boards comprise of directors, who participate in daily management, and commissioners, who are positioned to oversee directors. While the company’s board has a majority (60%) of independent commissioners, representation of women is only 20%. We encouraged Rakyat to further increase representation of women and independent commissioners on the board. m r e t ong l e h i w t en m gn li a egy t a r t e c n a n r ove G S a t ake t t en m anage a t i cap an m u h h t m l H m S engag k s i r e t a m li t en m r de l eho ge C e c n a n r e v o G rm e t g n o l e h t h t i w t n e m n g li a y g e t ra t S sk i r e t a m i l t n e m e g a n a m l a t i p a c n a m u H C t n e m e g a g n e r e d l o h e k a t e c n a n r e v o G S sk i r e t a m i l C
Environmental, Social and Governance Report J.P. Morgan Asset Management 17 Strategic Report We engaged with SK Hynix regarding its oversight of intellectual property (IP) protection, employee engagement disclosures and board diversity. We first sought information about the company’s current IP oversight as IP litigation is common in the semiconductor industry and SK Hynix has faced several allegations in the past few years. When we asked how the company handles invaluable trade secrets that are not necessarily patented, the company said that employee retention is critical and that it is proud of having a low attrition rate in the past few years, of below 2%. It also said that employees cannot copy trade secrets easily as more than 700 steps are involved in the production of one chip. We will continue to seek company evidence to demonstrate the board’s capability and effectiveness in overseeing this issue. On employee engagement disclosures, the company mentioned its culture survey in its sustainability report, but we highlighted that there is a lack of detail about the survey’s frequency, coverage, questions and key results. We encouraged the company to enhance its disclosure by including these key survey details in its upcoming sustainability report and following the meeting, we shared an example by an industry peer, Taiwan Semiconductor Manufacturing Company (TSMC), that has. We discussed board diversity as the company appointed a female independent director in 2020 which raised representation of women in the board to 11%. SK Hynix acknowledged that board gender diversity is not enough but also stated that the female pool of candidates is limited even after the company sought help from external headhunters. We encouraged SK Hynix to consider overseas candidates especially as board meetings by companies are increasingly conducted virtually and as this is also the company’s current practice. Proxy Voting J.P. Morgan Asset Management exercises the voting rights of shares held in all client portfolios where entrusted with this responsibility. We seek to vote in a prudent and diligent manner, based exclusively on our reasonable judgement of what will best serve the financial interests of our clients. So far as is practicable, we will vote at all of the meetings called by companies in which we are invested. A summary of key voting statistics and activity for the Company during the year is detailed below: Against/ Total % Against/ For Against Abstain Abstain Total Items Abstain Audit Related 59 0 0 0 59 0.0 Capitalisation 74 29 0 29 103 28.2 Company Articles 49 15 0 15 64 23.4 Compensation 124 12 0 12 136 8.8 Director Election 221 51 0 51 272 18.8 Director Related 37 11 4 15 52 28.8 Environmental 1 3 0 3 4 75.0 Non-Routine Business 49 0 0 0 49 0.0 Routine Business 187 5 0 5 192 2.6 Social 3 0 0 0 3 0.0 Strategic Transaction 26 3 0 3 29 10.3 Takeover Related 0 1 0 1 1 100.0 Miscellaneous 16 4 0 4 20 20.0 Total 846 134 4 138 984 14.0 There were two votes cast which are classified as 1 Year category votes. These votes were in relation to management say on pay and executive compensation specific to the US market. e c n a n r e v o G rm e t g n o l e h t h t i w t n e m n g li a y g e t ra t S t n e m e g a n a m l a t i p a c n a m u H
Environmental, Social and Governance Report 18 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report The following examples should help illustrate some of the principles which inform our voting: We voted against the election of a newly nominated independent director, Jun-Sung Kim, at Samsung Electronics due to concerns about the candidate’s true independence and concerns about overall board diversity. Samsung argued that the election of Jun-Sung Kim, a former Chief Investment Officer at Samsung Asset Management and former Managing Director at GIC, would bring an investor’s perspective to the board. However, the company’s inadequate disclosure about his previous role as the Chief Investment Officer at Samsung Asset Management provided insufficient information for us to conclude that he would be truly independent of management. Samsung argued that as he worked for this subsidiary nine years ago, it was unnecessary to provide information regarding his role to shareholders. We disagreed and reasoned our right as minority shareholders to receive this information to make an informed decision. We urged the company to include more details about the backgrounds of director candidates in future. Moreover, Jun-Sung Kim is South Korean by ethnicity. As one of the supporting conditions for exceptionally supporting all management proposals last year, we asked for the appointment of directors with different ethnicities to align board composition with the company’s global business footprint. While Jun-Sung Kim may bring an investor’s perspective to the board, we believe that Samsung could obtain similar perspectives by further enhancing the dialogue between shareholders and the board. We held discussions with WuXi Biologics ahead of a vote on a new management incentive programme which ISS had recommended voting against. After discussion with the company, we felt able to support the part of the scheme that was going to a vote, which was an ESOP plan. Firstly, we felt the scheme was necessary to attract talent in what remains a dynamic industry; this contrasted with ISS who we think incorrectly labelled the subsidiaries where options would be granted as ‘mature’. Secondly although we felt disclosure around the scheme could be better, and pushed the company to improve this, overall, we felt the design of the scheme did align interests. The second part of our discussion was about a new Global Partnership Program (GPP). This was announced but did not require shareholders’ approval. The GPP involved the issuance of Restricted Stock Units (RSU) and the criteria of issuance are linked to the market cap and EPS CAGR for 2020-2024. In general, we are not comfortable with the linkage to the absolute performance of the market cap. We believe that employee incentives should be associated with the individual contributions as well as sustainability of the company, rather than market derived metrics which the company cannot directly control. The CFO acknowledged our concern and promised that the company will include non-market cap metrics when assessing the performance of individuals participating in the GPP. We plan to arrange follow up meetings to see if it has been possible to make this adjustment. e c n a n r e v o G t n e m e g a n a m l a t i p a c n a m u H y g e t ra t e c n a n r e v o G S rm e t g n o l e h t h t i w t n e m n g li a y g e t ra t S
Environmental, Social and Governance Report J.P. Morgan Asset Management 19 Strategic Report Portfolio Carbon Footprint The Future We know that our shareholders, including the Directors of your Company, see attention to ESG factors as critical in their assessment of us as Manager. We expect ESG to remain a dominant theme within the financial services industry going forward; the course being taken by regulators suggests that its importance will only increase in years to come; our research process and the investment judgements we make will continue to reflect that and to evolve as necessary. In investing your Company’s assets, we have always looked for companies with the ability to create value in a sustainable way and that will not change. J.P. Morgan Asset Management 15th December 2022 s s
Ten Year Record 20 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report Ten year performance Figures have been rebased to 100 at 30th September 2012 1 Source: Morningstar. 2 Source: Morningstar/J.P.Morgan, cum income net asset value. 3 Source: MSCI. 100 150 200 250 300 350 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012   Share price total return 1   Net asset value total return 2   Benchmark total return 3 Ten year performance relative to benchmark Figures have been rebased to 100 at 30th September 2012 1 Source: Morningstar. 2 Source: Morningstar/J.P.Morgan, cum income net asset value. 3 Source: MSCI. 90 100 110 120 130 140 150 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012   Share price total return 1   Net asset value total return 2   Benchmark total return 3
Ten Year Record J.P. Morgan Asset Management 21 Strategic Report At 30th September 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Shareholders’ funds (£’000) 324,296 231,456 228,045 218,456 305,313 353,167 364,306 377,326 396,640 450,200 358,560 Net asset value per share (p) 216.8 227.8 238.7 229.8 321.2 375.4 387.2 401.1 421.6 460.7 370.6 Share price (p) 192.5 203.5 211.5 202.9 278.0 345.5 340.5 361.0 424.0 422.5 335.0 Share price (discount)/premium to net asset value per share (%) APM (11.2) (10.7) (11.4) (11.7) (13.4) (8.0) (12.1) (10.0) 0.6 (8.3) (9.6) (Net cash)gearing (%) APM (3.7) (0.3) 4.2 0.5 4.5 (1.2) (0.3) (0.9) (0.6) (0.3) (0.1) Year ended 30th September Gross revenue return (£’000) 7,749 5,706 4,799 5,610 5,969 6,516 8,792 8,130 7,932 6,850 7,984 Revenue return per share (p) 2.44 2.63 2.23 2.99 3.48 3.93 5.48 4.99 4.64 2.84 5.09 Dividend per share (p) 1,2 2.9 2.6 2.2 2.5 3.0 13.9 15.7 15.7 15.8 19.3 16.5 Ongoing charges (%) APM 0.88 0.80 0.86 0.82 0.83 0.73 0.75 0.74 0.74 0.77 0.69 Rebased to 100 at 30th September 2012 Total return to shareholders (%) 3,APM 100.0 107.2 112.8 109.2 151.5 196.6 202.4 224.5 274.6 284.5 235.6 Total return on net assets (%) 4,APM 100.0 106.4 112.7 109.5 154.7 187.8 201.5 217.5 237.6 270.0 226.4 Benchmark total return (%) 5 100.0 105.0 113.6 106.5 145.1 172.3 179.9 183.8 206.5 226.5 194.9 Annual total returns Annual return to shareholders (%) 3,APM –17.8 6.4 7.2 5.2 –3.2 38.7 29.8 2.9 22.3 3.6 –17.2 Annual return on net assets (%) 4,APM –20.1 11.4 6.4 6.0 –2.9 41.3 21.5 7.3 9.3 13.7 –16.2 Annual benchmark return (%) 5 –13.6 15.4 5.1 8.1 –6.3 36.2 18.8 4.4 12.3 9.7 –13.9 1 As of 1st October 2016, the Company adopted a new distribution policy. Further details can be found on page 28. 2 2012 comprises an ordinary dividend of 2.4p and a special dividend of 0.5p. 3 Source: Morningstar. 4 Source: Morningstar/J.P. Morgan, using net asset value per share. 5 Source: MSCI. The Company’s benchmark is the MSCI AC Asia ex Japan Index with net dividends reinvested, expressed in sterling terms. APM Alternative Performance Measure (‘APM’). A glossary of terms and APMs is provided on pages 93 and 94.
Portfolio Information 22 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report Ten largest investments As at 30th September 2022 Taiwan Semiconductor Manufacturing Company, the world’s largest semiconductor company, is a semiconductor contract manufacturer and designer. It manufactures semiconductors for many of the world’s leading technology companies including Apple, NVIDIA and Advanced Micro Devices. It is the first manufacturer to provide 7 and 5 nanometre production technologies allowing it to manufacture the latest chip designs including the A14chip at the heart of the latest Apple iPhone. Company Country Sector % of total investments 1 Value of holding (£’000) Taiwan Semiconductor Manufacturing Taiwan Information Technology 8.6 (2021: 9.3) 30,696 (2021: 41,857) Tencent is a Chinese technology company focusing on internet services. It is the world’s largest video game vendor. It owns WeChat, among the largest Chinese and therefore global, social media apps as well as a number of music, media and payment service providers as well. Its venture capital arm has holdings in over 600 companies with a focus on technology start-ups across Asia. Company Country Sector % of total investments 1 Value of holding (£’000) Tencent China and Hong Kong Consumer discretionary 6.0 (2021: 6.8) 21,442 (2021: 30,419) AIA is a Hong Kong finance multi- national and is the largest listed life insurance company in the Asia-Pacific region and the largest listed company on the Hong Kong Stock Exchange. It offers insurance, life insurance and retirement planning for individuals and corporations across the region with a presence in 18 Asian markets, most notably China. Company Country Sector % of total investments 1 Value of holding (£’000) AIA China and Hong Kong Financials 3.9 (2021: 4.5) 14,151 (2021: 20,257) Samsung Electronics is one of the world’s leading electronics companies. In addition to its own brand of consumer electronics, where it is the world’s largest manufacturer of smartphones, it also manufactures lithium-ion batteries, sensors, displays and other components for a wide range of household names including HTC, Sony and Apple. Company Country Sector % of total investments 1 Value of holding (£’000) Samsung Electronics 3 South Korea Consumer discretionary 5.2 (2021: 7.2) 18,553 (2021: 32,180) Alibaba provides internet infrastructure, Ecommerce, online financial services and internet content services. It is the world’s largest retailer and Ecommerce Company, known for its consumer and business sales services via a number of web portals. Alongside this, it also provides financial services and cloud computing services. Company Country Sector % of total investments 1 Value of holding (£’000) Alibaba 2 China and Hong Kong Consumer discretionary 4.6 (2021: 3.4) 16,629 (2021: 15,424)
Portfolio Information J.P. Morgan Asset Management 23 Strategic Report 1 Based on total investments of £358.3m (2021: £448.7m). 2 Not included in the ten largest investments at 30th September 2021. 3 Not held in the portfolio at 30th September 2021. At 30th September 2021, the value of the ten largest equity investments amounted to £193.1 million representing 42.9% of total investments. Bank Central Asia Bank Central Asia is an Indonesia- based banking company. Bank Central Asia focuses on the transaction banking business and provides credit facilities and financial solutions for the corporate, commercial, small-medium enterprise (SME) and consumer segments. The company through its subsidiaries provides vehicle financing, Sharia banking, securities, general and life insurance, digital banking, remittances and venture capitalists. Company Country Sector % of total investments 1 Value of holding (£’000) Bank Central Asia Indonesia Financials 2.9 (2021: 2.4) 10,268 (2021: 10,908) HDFC Bank 2 HDFC Bank Limited is an Indian banking and financial services company headquartered in Mumbai. It is India’s largest private sector bank by assets and world’s 10th largest bank by market capitalisation. Company Country Sector % of total investments 1 Value of holding (£’000) HDFC Bank India Financials 2.7 (2021: 2.0) 9,584 (2021: 9,098) Axis Bank 2 Axis Bank is the third largest private sector bank in India. The Bank offers the entire spectrum of financial services to customer segments covering Large and Mid-Corporates, MSME, Agriculture and Retail Businesses. Company Country Sector % of total investments 1 Value of holding (£’000) Axis Bank India Financials 2.6 (2021: 1.9) 9,144 (2021: 8,655) Infosys 3 Infosys Limited provides IT consulting and software services, including e-business, programme management and supply chain solutions. The Group’s services include application development, product co-development, and system implementation and system engineering. Infosys targets businesses specialising in the insurance, banking, telecommunication and manufacturing sectors. Company Country Sector % of total investments 1 Value of holding (£’000) Infosys India Consumer discretionary 2.2 (2021: Not held) 8,031 (2021: Not held) Hong Kong Exchanges and Clearing owns the Hong Kong Stock Exchange, the third largest stock market in Asia and the fourth largest in the world. It also operates four clearing houses providing clearing, settlement and depositary services across a range of asset classes from equities to OTC derivatives. Outside the Asian region it owns the London Metal Exchange, the world’s largest market for base metals trading. Company Country Sector % of total investments 1 Value of holding (£’000) Hong Kong Exchanges & Clearing China and Hong Kong Financials 2.4 (2021: 2.3) 8,601 (2021: 10,247)
Portfolio Information 24 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report Geographical analysis 30th September 2022 30th September 2021 Portfolio Benchmark Portfolio Benchmark % 1 % % 1 % China and Hong Kong 43.3 43.2 43.5 46.2 Taiwan 16.0 15.8 15.5 16.9 South Korea 15.7 12.2 17.2 14.4 India 13.5 17.5 9.4 14.0 Indonesia 5.5 2.5 5.3 1.6 Singapore 3.6 3.9 5.5 2.8 Australia 1.2 — 0.9 — Thailand 0.7 2.4 1.8 1.9 Vietnam 0.5 — 0.9 — Malaysia — 1.7 — 1.5 Philippines — 0.8 — 0.7 Total 100.0 100.0 100.0 100.0 1 Based on total investments of £358.3m (2021: £448.7m). Sector analysis 30th September 2022 30th September 2021 Portfolio Benchmark Portfolio Benchmark % 1 % % 1 % Financials 26.0 21.1 24.6 18.9 Information Technology 22.6 20.8 21.6 23.8 Consumer Discretionary 19.8 15.1 14.9 15.9 Industrials 9.5 6.7 5.7 6.1 Communication Services 8.7 9.7 13.9 10.2 Health Care 3.4 4.0 6.4 5.2 Consumer Staples 2.8 5.8 5.4 5.0 Materials 2.6 5.5 1.0 5.4 Real Estate 2.2 4.1 3.3 3.9 Energy 1.9 3.9 2.3 3.0 Investment Fund 0.5 — 0.9 — Utilities — 3.3 — 2.6 Total 100.0 100.0 100.0 100.0 ¹ Based on total investments of £358.3m (2021: £448.7m).
Portfolio Information J.P. Morgan Asset Management 25 Strategic Report Investment activity During the year ended 30th September 2022 Value at Value at 30th September 2021 Changes 30th September 2022 % of Purchases Sales in value 1 % of £’000 portfolio £’000 £’000 £’000 £’000 portfolio China and Hong Kong 195,113 43.5 100,255 (94,672) (45,459) 155,237 43.3 Taiwan 69,382 15.5 22,963 (19,211) (15,880) 57,254 16.0 South Korea 77,383 17.2 38,697 (41,139) (18,831) 56,110 15.7 India 42,207 9.4 14,504 (8,200) (82) 48,429 13.5 Indonesia 23,716 5.3 9,556 (20,931) 7,382 19,723 5.5 Singapore 24,808 5.5 5,951 (13,020) (4,950) 12,789 3.6 Australia 3,999 0.9 911 (923) 262 4,249 1.2 Thailand 8,146 1.8 2,277 (9,515) 1,778 2,686 0.7 Vietnam 3,967 0.9 2,214 (4,254) (101) 1,826 0.5 Total 448,721 100.0 197,328 (211,865) (75,881) 358,303 100.0 1 Total capital losses on investments for the year amounted to £75,881,000 comprising gains on sales of investments of £31,211,000 and investment holding losses of £107,092,000.
Portfolio Information 26 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report Valuation Company £’000 China and Hong Kong Tencent 21,442 Alibaba 16,629 AIA 14,151 Hong Kong Exchanges & Clearing 8,601 Yum China 7,429 China Resources Land 5,105 Han’s Laser Technology Industry 4,879 Sany Heavy Industry 4,515 Foshan Haitian Flavouring & Food 4,447 Ping An Insurance Group Co. of China 1 4,382 Shenzhou International 4,316 Shenzhen Mindray Bio-Medical Electronics 4,287 Budweiser Brewing 3,905 Kingdee International Software 3,816 JD Logistics 3,804 Crystal International 3,762 Kanzhun 2 3,576 Haier Smart Home 1 3,077 ZTO Express Cayman 2,996 Zhejiang Dingli Machinery 2,897 Jiangsu Hengli Hydraulic 2,751 China Resources Mixc Lifestyle Services 2,697 China Lesso 2,659 Xinyi Solar 2,466 Trip.com 2,315 Shenzhen Inovance Technology 2,184 iQIYI 2 1,964 Pharmaron Beijing 1 1,870 BeiGene 1,846 WuXi Biologics Cayman 1,834 Tongwei 1,763 Zai Lab 1,587 Zijin Mining 1 1,285 155,237 Taiwan Taiwan Semiconductor Manufacturing 30,696 Largan Precision 6,031 Eclat Textile 5,873 Advantech 5,337 Giant Manufacturing 4,082 momo.com 2,652 Nien Made Enterprise 2,583 57,254 South Korea Samsung Electronics 18,553 SK Hynix 5,968 Hyundai Mobis 4,976 South Korea (continued) Samsung Fire & Marine Insurance 4,551 Samsung Engineering 4,521 LG Chem 4,134 SK Telecom 3,726 Kia 2,522 SK IE Technology 2,276 Hankook Tire & Technology 1,881 Korea Investment 1,694 Hugel 812 AfreecaTV 496 56,110 India HDFC Bank 9,584 Axis Bank 9,144 Infosys 8,031 Housing Development Finance 5,972 Maruti Suzuki India 5,424 ICICI Prudential Life Insurance 3,165 HDFC Life Insurance 3,058 Larsen & Toubro 2,562 Aarti Industries 1,489 48,429 Indonesia Bank Central Asia 10,268 Bank Rakyat Indonesia Persero 5,647 Astra International 3,443 Berlian Laju Tanker 365 19,723 Singapore United Overseas Bank 6,845 Singapore Exchange 5,944 12,789 Australia Santos 4,249 4,249 Thailand Thai Oil 2,686 2,686 Vietnam JPMorgan Vietnam Opportunities Fund 1,826 1,826 Total Investments 358,303 1 Hong Kong ‘H’ shares, that is, shares in companies incorporated in mainland China and listed in Hong Kong and other foreign stock exchanges. 2 American Depositary Receipts (ADRs). Valuation Company £’000 List of investments As at 30th September 2022
Business Review J.P. Morgan Asset Management 27 Strategic Report The aim of the Strategic Report is to provide shareholders with the ability to assess how the Company has performed. To assist shareholders with this assessment, the Strategic Report sets out the structure and objective of the Company, its investment policies and risk management, investment restrictions and guidelines, performance, total return, revenue and dividends, key performance indicators, share capital, the Company’s environmental, social and ethical policy, principal and emerging risks and how the Company seeks to manage those risks and finally its long term viability. Business model Structure of the Company JPMorgan Asia Growth & Income plc is an investment trust and public limited company, limited by shares, with a premium listing on the London Stock Exchange. In seeking to achieve its objective the Company employs JPMorgan Funds Limited (‘JPMF’ or the ‘Manager’) to manage actively the Company’s assets. The Board has determined an investment policy and related guidelines and limits, as described below. The Company is subject to legislation and regulations including UK company law, UK Financial Reporting Standards, the UK Listing, Prospectus, Disclosure Guidance and Transparency Rules, the Market Abuse Regulations, taxation law and the Company’s own Articles of Association. Since 31st December 2020, new autonomous UK regulations became effective and the UK no longer applies EU regulations. However, those EU regulations that were relevant to the Company have been incorporated by UK regulations and therefore there has been no change in practice from last year. The Company is an investment company within the meaning of Section 833 of the Companies Act 2006 and has been approved by HMRC as an investment trust (for the purposes of Sections 1158 and 1159 of the Corporation Tax Act 2010). The Directors have no reason to believe that the Company will not continue to retain its investment trust status. The Company is not a close company for taxation purposes. A review of the Company’s activities and prospects is given in the Chairman’s Statement on pages 8 to 10, and in the Investment Managers’ Report on pages 11 to 14. The Company’s purpose, values, strategy and culture The purpose of the Company is to provide a cost effective, sustainable investment vehicle for investors who seek a total return from a portfolio of Asian quoted companies, which outperforms its benchmark index over the longer term, taking account of wider issues including environmental, social and governance. To achieve this, the Board of Directors is responsible for employing and overseeing an investment management company that has appropriate investment expertise, resources and controls in place to meet the Company’s investment objective. To ensure that it is aligned with the Company’s purpose, values and strategy, the Board comprises Directors from a diverse background, including gender, ethnicity and cultural, who have a breadth of relevant experience and contribute in an open boardroom culture that both supports and challenges the Manager and its other third party suppliers. For more information, please refer to page 38. Objective of the Company The Company’s objective is to provide shareholders with a total return from investing primarily in equities quoted on the stock markets of Asia, excluding Japan. It aims to outperform a benchmark, that is the MSCI AC Asia ex Japan Index with net dividends reinvested, expressed in sterling terms. Investment policies and risk management In order to achieve the investment objective and to seek to manage risk, the Company invests in a diversified portfolio of quoted Asian, ex Japan companies, or securities providing an indirect investment in Asia. The Company’s portfolio is likely to differ materially from the benchmark index as the Investment Manager will usually avoid companies and sectors that face structural issues even if they are a large constituent of the benchmark index. The portfolio has a significant exposure to the Asian, ex Japan economy, with selective exposure to overseas earnings. The Investment Managers do not hedge the portfolio against foreign currency risk. The Company conducts its affairs so as to maintain approved investment trust status in the UK. The Company’s dividend policy aims to pay, in the absence of unforeseen circumstances, regular quarterly dividends funded from a combination of revenue and capital reserves equivalent to 1% of the Company’s NAV on the last business day of each financial quarter, being the end of December, March, June and September. These dividends will fluctuate in line with any rise or fall in the Company’s net assets at the end of each financial quarter. The Board determines the Company’s capital structure and gearing policy, with input from the Manager. The Board’s gearing policy is that the Company will remain invested in the range 10% net cash to 20% geared under normal market conditions. The Company can use short term borrowings to increase returns. The Board has set no minimum or maximum limits on the number of investments in the portfolio but it is a relatively concentrated portfolio consisting typically of between 50 and 80 investments. The average number of holdings in the portfolio has reduced in recent years as the Investment Managers have focused on those companies that have strong balance sheets, using first hand company research and analysis. The assets are managed by Investment Managers based in Hong Kong.
Business Review 28 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report Investment restrictions and guidelines The Board seeks to manage the Company’s risk by imposing various investment limits and restrictions: • Stocks to be either domiciled, or listed in a country within the Company’s benchmark and/or derive the majority (50% or more) of its revenues from operations in those benchmark countries. • The maximum permitted active exposure to each country is 15 percentage points above or below the benchmark index weighting. • Maximum of two holdings in excess of 10% and less than 12% of gross assets. Otherwise no larger than 10% of gross assets per individual investment. • The maximum proportion of the Company’s gross assets that may be represented by the five largest holdings in the portfolio is 40%. • The Board permits investments in Australian listed companies, subject to a limit of 10% of the Company’s gross assets. • The Board also permits investments in countries consistent with the Company’s investment objective, other than Australia, which are not in the Company’s benchmark, subject to a limit of 5% of the Company’s gross assets. Such countries include, for example, Vietnam. • The use of derivatives is permitted within agreed limits. • Currency hedging transactions are permitted up to 40% of the portfolio but only back into sterling. • The Company does not normally invest in unquoted investments and to do so requires prior Board approval. • In addition, sales and purchases of country specific index futures are permitted, for gearing and hedging purposes, limited to the aggregate value of stocks held in the relevant market. • The Company’s gearing policy is to operate within a range of 10% net cash to 20% geared in normal market conditions. • The Company will not invest more than 15% of its gross assets in other UK listed investment companies and will not invest more than 10% of its gross assets in companies that themselves may invest more than 15% of gross assets in UK listed investment companies. These limits and restrictions may be varied by the Board at any time at its discretion. Compliance with the Board’s investment restrictions and guidelines is monitored continuously by the Manager and is reported to the Board. The Manager also has internal guidelines in relation to investment concentration. Performance In the year to 30th September 2022, the Company produced a total loss to shareholders of 17.2% (2021 return to shareholders: +3.6%) and a total loss on net assets of 16.2% (2021 total return on net assets: +13.7%). This compares with the total loss on the Company’s benchmark index of 13.9% (2021: total return on the Company’s benchmark index: +9.7%). At 30th September 2022, the value of the Company’s investment portfolio was £358.3 million. The Investment Managers’ Report on pages 11 to 14 includes a review of developments during the year as well as information on investment activity within the Company’s portfolio and the factors likely to affect the future performance of the Company. Total return and revenue Gross total loss for the year amounted to £67.7 million (2021 gross total return: £57.7 million) and net total loss after deducting interest, management expenses and taxation amounted to £71.1 million (2021 total return: £53.3 million). Net revenue return after deducting interest, management expenses and taxation amounted to £4.9 million (2021: £2.7 million). Dividends The policy aims to pay, in the absence of unforeseen circumstances, a regular quarterly dividend equivalent to 1% of the Company’s NAV on the last business day of each financial quarter, being the end of December, March, June and September. These dividends are paid from a combination of revenue and capital reserves. In respect of the quarters to 31st December 2021, 31st March 2022, 30th June 2022 and 30th September 2022 dividends of 4.5p, 4.2p, 4.1p and 3.7p respectively were declared. Key performance indicators (‘KPIs’) The Board uses a number of financial KPIs to monitor and assess the performance of the Company. The principal KPIs are: • Performance against the benchmark index This is the most important KPI by which performance is judged. The Board also regularly reviews performance attribution analysis which illustrates how the Company achieved its performance relative to its benchmark index. Details of the attribution analysis for the year ended 30th September 2022 are given in the Investment Managers’ Report on page 11.
Business Review J.P. Morgan Asset Management 29 Strategic Report Performance against the benchmark index For Years ended 30th September Source: Morningstar/J.P. Morgan. • Performance against the Company’s peers Whilst the principal objective is to achieve capital growth relative to the benchmark, the Board also monitors the performance relative to a group of 15 competitor funds comprising eight of the investment trusts from the AIC’s Asia Pacific sector, together with seven open ended investment funds investing in the Asia Pacific. Performance v investment trust peers (% NAV total return to 30th September) Source: Morningstar/J.P. Morgan. • Share price (discount)/premium to net asset value (‘NAV’) per share The Board has share issuance and repurchase policies in place which seek, where possible, to address imbalances in supply of and demand for the Company’s shares within the market and thereby reduce the volatility and absolute level of the premium or discount to NAV at which the Company’s shares trade and in relation to its peers in the sector. In the year to 30th September 2022, the shares traded between a premium of 1.4% and a discount of 12.3% to the cum income net asset value using daily data. On average the shares traded at a discount to NAV of 6.4% over the year. More information on the Company’s share discount management policy is given in the Chairman’s Statement on page 8. (Discount)/premium performance Figures have been rebased to 100 at 30th september 2012 Source: Morningstar. • Ongoing charges The ongoing charges represent the Company’s management fee and all other operating expenses excluding any finance costs, expressed as a percentage of the average daily net assets during the year. The ongoing charges for the year ended 30th September 2022 were 0.69% (2021: 0.77%). Each year the Board reviews an analysis which shows a comparison of the Company’s ongoing charges and its main expenses against those of its peers. Further details on the calculation of ongoing charges is shown in the Glossary and Alternative Performance Measures on page 93. Company’s ongoing charges ratio (%) Source: Morningstar/J.P. Morgan. Share capital The Company has the authority to repurchase shares in the market for cancellation (or to be held in Treasury) and to issue new shares for cash on behalf of the Company. During the year the Company repurchased 968,929 shares into Treasury (2021: 71,796). A further 1,904,855 shares have –20 –15 –10 –5 0 5 10 15 20 25 30 5 year 3 Years 1 Year   JPMorgan Asia   JPMorgan Asia’s peer group median –15 –12 –9 –6 –3 0 3 6 2022 2021 2020 2019 2018 2017 Premium/Discount 0.50 0.55 0.60 0.65 0.70 0.75 0.80 2022 2021 2020 2019 2018 –20 0 20 40 60 80 100 120 140 160 10 Year 5 Year 3 Year 1 Year   JPMorgan Asia share price   Benchmark index   JPMorgan Asia net asset value
Business Review 30 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report been repurchased into Treasury since the year end. There were no shares re-issued from Treasury during the year. Resolutions to renew the authorities to issue new shares or reissue shares from Treasury, and to repurchase shares for cancellation or to be held in Treasury will be put to shareholders at the forthcoming Annual General Meeting. It should be noted that the Board would only reissue shares from Treasury at a premium to NAV. It is not seeking authority to reissue shares from Treasury at a discount to NAV. The full text of these resolutions is set out in the Notice of Meeting on pages 89 and 90. Board diversity At 30th September 2022, there were three male Directors and two female Directors on the Board. The Company has no employees. When recruiting a new Director, the Board’s policy is to appoint individuals on merit. Diversity is important in bringing an appropriate range of skills and experience to the Board. The Board’s policy on diversity, including gender, is to take account of the benefits of this during the appointment process. The Board remains committed to appointing the most appropriate candidate and meets the Hampton- Alexander recommendation of having 33% female representation on the Board. Environmental, social and governance (‘ESG’) The Board supports and receives reporting on the Investment Manager’s approach to ESG considerations which are fully embedded into the investment process. A detailed explanation of the Investment Manager’s overall approach to ESG is on page 15 to 19. The Board further notes JPMAM’s global policy statements in respect of Environmental, Social and Governance issues, as highlighted in italics: JPMAM believes that companies should act in a socially responsible manner. We believe environmental, social and governance (‘ESG’) considerations, particularly those related to governance, can play a critical role in long-term investment strategy. As an active investment manager, engagement is an important and ongoing component of our investment process, and we view frequent and direct contact with company management as critically important. When considering investment options, we supplement our proprietary thinking with research from a variety of third-party specialist providers and engage directly with companies on a wide array of ESG issues. Our governance specialists regularly attend scheduled one-on-one company meetings alongside investment analysts to help identify and discuss relevant issues. Although our priority at all times is in the best economic interests of our clients, we recognise that ESG issues have the potential to impact the share price, as well as the reputation of companies. JPMAM is also a signatory to the United Nations Principles of Responsible Investment, which commits participants to six principles, with the aim of incorporating ESG criteria into their processes when making stock selection decisions and promoting ESG disclosure. The Manager has implemented a policy which seeks to restrict investments in securities issued by companies that have been identified by an independent third party provider as being involved in the manufacture, production or supply of cluster munitions, depleted uranium ammunition and armour and/or anti-personnel mines. Shareholders can obtain further details on the policy by contacting the Manager. The Modern Slavery Act 2016 (the ‘MSA’) The MSA requires companies to prepare a slavery and human trafficking statement for each financial year of the organisation. As the Company has no employees and does not supply goods and services, the MSA does not apply directly to it. The MSA requirements more appropriately relate to JPMF and JPMAM. JPMorgan’s statement on the MSA can be found on the following website: https://www.jpmorganchase.com/about/our- business/human-rights Greenhouse gas emissions The Company is managed by JPMF with portfolio management delegated to JPMAM. It has no employees and all of its Directors are Non-executive, the day to day activities being carried out by third parties. There are therefore no disclosures to be made in respect of employees. The Company has no premises, consumes no electricity, gas or diesel fuel and consequently does not have a measurable carbon footprint and therefore qualifies as a low energy user and is exempt from reporting under the Streamlined Energy & Carbon Reporting requirements. JPMAM is also a signatory to the Carbon Disclosure Project. JPMorgan Chase is a signatory to the Equator Principles on managing social and environmental risk in project finance. Criminal corporate offence The Company has zero tolerance for tax evasion. Shares in the Company are purchased through intermediaries or brokers and no funds flow directly into the Company. As the Company has no employees, the Board’s focus is to ensure that the risk of the Company’s service providers facilitating tax evasion is also low. To this end it seeks assurance from its service providers that effective policies and procedures are in place.
Principal and Emerging Risks J.P. Morgan Asset Management 31 Strategic Report The Directors confirm that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity. With the assistance of JPMF, the Audit Committee has drawn up a risk matrix, which identifies the key risks to the Company. The risks identified and the broad categories in which they fall, and the ways in which they are managed or mitigated are summarised below. The AIC Code of Corporate Governance requires the Audit Committee to put in place procedures to identify emerging risks. The key emerging risks identified are also summarised below. Principal risk Description Mitigating activities Investment management and performance Underperformance Poor implementation of the investment strategy, for example as to thematic exposure, sector allocation, stock selection, undue concentration of holdings, factor risk exposure or the degree of total portfolio risk, may lead to underperformance against the Company’s benchmark index and peer companies. The Board manages these risks by diversification of investments and through its investment restrictions and guidelines, which are monitored and reported on by the Manager. The Manager provides the Directors with timely and accurate management information, including performance data and attribution analyses, revenue estimates, liquidity reports and shareholder analyses. The Board monitors the implementation and results of the investment process with the Investment Managers, at least one of whom attends all Board meetings, and reviews data which show measures of the Company’s risk profile. The Investment Managers employ the Company’s gearing tactically, within a strategic range set by the Board. Discount control risk Investment trust shares often trade at discounts to their underlying NAVs, although they can also trade at a premium. Discounts and premiums can fluctuate considerably leading to volatile returns for shareholders. The Board monitors the level of both the absolute and sector relative premium/discount at which the shares trade. The Board reviews both sales and marketing activity and sector relative performance, which it believes are the primary drivers of the relative discount level. In addition, the Company has authority, when it deems appropriate, to buy back its existing shares to enhance the NAV per share for remaining shareholders and to reduce the absolute level of discount and discount volatility. Market and economic risk Market risk arises from uncertainty about the future prices of the Company’s investments, which may reflect underlying uncertainties arising from economic, social, fiscal, climate and regulatory changes. In the past few years Brexit and the ongoing COVID-19 pandemic have been major sources of uncertainty and have contributed to elevated levels of market volatility. In particular China’s zero-Covid policy is impacting economic activity and squeezing supply chains, which is significantly slowing economic growth in China. Geopolitical risks have risen markedly this year with the Russian invasion of Ukraine. While direct linkages to the UK from Russia tend to be small, the impact of sanctions is significant and the rise in commodity prices has caused further disruption to supply chains which in turn is exacerbating inflationary pressure. These risks represent the potential loss the Company might suffer through holding investments in the face of negative market movements. This risk is managed to some extent by diversification of investments and by regular communication with the Manager on matters of investment strategy and portfolio construction which will directly or indirectly include an assessment of these risks. The Board receives regular reports from the Manager regarding market outlook and gives the Investment Mangers discretion regarding acceptable levels of gearing and/or cash. Currently the Company’s gearing policy is to operate within a range of 10% net cash to 20% geared. The Board considers thematic and factor risks, stock selection and levels of gearing on a regular basis and has set investment restrictions and guidelines which are monitored and reported on by the Manager. The Board can, with shareholder approval, look to amend the investment policy and objectives of the Company to gain exposure to or mitigate the risks arising from geopolitical instability.
Principal and Emerging Risks 32 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report Principal risk Description Mitigating activities Investment management and performance Operational risks Regulatory risk Economic and geopolitical Loss of investment team or portfolio manager A sudden departure of a Portfolio Manager or several members of the investment management team could result in a short term deterioration in investment performance. The Board seeks assurance that the Manager takes steps to reduce the risk arising from such an event by ensuring appropriate succession planning and the adoption of a team based approach, as well as special efforts to retain key personnel. The Board engages with the senior management of the Manager in order to mitigate this risk. Cyber crime The threat of cyber attack is regarded as at least as important as more traditional physical threats to business continuity and security. In addition to threatening the Company’s operations, such an attack is likely to raise reputational issues which may damage the Company’s share price and reduce demand for its shares. The Company benefits directly and/or indirectly from all elements of JPMorgan’s Cyber Security programme. The information technology controls around physical security of JPMorgan’s data centres, security of its networks and security of its trading applications, are tested by independent auditors and reported every six months against the AAF Standard. Regulatory Risk The Company’s business model could become non-viable as a result of new or revised rules or regulations arising from, for example, policy change or financial monitoring pressure. Regulatory risk arising from investing in China has increased significantly over the last few years. As witnessed in the education-for-profit sector, the ability of China’s centralised government system to enact regulation rapidly that can quickly and adversely affect sectors or individual companies and therefore their stock market prices negatively. The Board receives regular reports from its broker, depositary, registrar and Manager as well as its legal advisers and the Association of Investment Companies on changes to regulations which could impact the Company and its industry. The Company monitors events and relies on the Manager and its other key third party providers to manage this risk by preparing for any changes. The Company holds a diversified portfolio of stocks across a number of sectors of strategic importance to China and the Investment Managers are supported by an extensive network of Asian market specialists around the world which has the ability to understand events in China and assess the implications on sectors and companies to try and mitigate stock specific risk. Global geopolitical risk Geopolitical Risk is the potential for political, socio-economic and cultural events and developments to have an adverse effect on the value of the Company’s assets. The Company and its assets may be impacted by geopolitical instability, in particular concerns over global economic growth. The crisis in Ukraine has already affected energy and commodity markets and may cause further damage to the global economy. The ongoing conflict between Russia and Ukraine has heightened the possibility that tensions will spill over and intensify geo-political unrest between other countries sharing a common border. There is little direct control of risk possible. The Company addresses these global developments in regular questioning of the Manager and will continue to monitor these issues, should they develop. The Board has the ability, with shareholder approval, to amend the policy and objectives of the Company to mitigate the risks arising from geopolitical concerns.
Principal and Emerging Risks J.P. Morgan Asset Management 33 Strategic Report Emerging risk Description Mitigating activities Environmental Global Policy and regulatory risk arising from climate change Climate change, which barely registered with investors a decade ago, has today become one of the most critical issues confronting asset managers and their investors. Investors can no longer ignore the impact that the world’s changing climate will have on their portfolios, with the impact of climate change on returns now inevitable. Financial returns for long-term diversified investors should not be jeopardised given the investment opportunities created by the world’s transition to a low-carbon economy. The Board is also considering the threat posed by the direct impact on climate change on the operations of the Manager and other major service providers. As extreme weather events become more common, the resiliency, business continuity planning and the location strategies of the Company’s services providers will come under greater scrutiny. In particular also the Board receives ESG reports from the Manager on the portfolio and the way ESG considerations are integrated into the investment decision-making. Social dislocation & conflict Social dislocation/civil unrest may threaten global economic growth and, consequently, companies in the portfolio. The Manager’s market strategists are available for the Board and can discuss market trends. External consultants and experts can be accessed by the Board. The Board can, with shareholder approval, look to amend the investment policy and objectives of the Company to gain exposure to or mitigate the risks arising from geopolitical instability although this is limited if it is truly global. Rising competition between China and western economies China is emerging as a challenger to the western hegemony of recent decades. This brings with it increased competition in political and military affairs alongside the development of a major trading bloc operating to different cultural, legal political and technological norms and standards. These areas of conflict may give rise to geopolitical crises that threaten the markets in which investee companies operate and fragment previously global markets into more isolated trading blocs which may limit the opportunity of investee companies to grow and thrive. The Board has access to a range of expert resources and strategists in the UK and in the Asian region to provide long term insight and guidance on geopolitical developments. The Managers investment process incorporates non-financial measures and risks in the assessment of investee companies to allow the portfolio to adapt to changing competitive and political landscapes.
The Company is an investment trust and has the objective of achieving long term capital growth by investing in equities quoted on the stock markets of Asia, excluding Japan. The Company enjoys the benefit of the closed ended structure and is therefore better able to withstand market movements since it is not subject to forced liquidation of investments due to sudden redemptions by shareholders. Although past performance is no guide to the future, the Directors believe that the Company has an attractive future for investors as a long term investment proposition. However, it is difficult to look forward too far into the future without considerable uncertainty, so the Directors have adopted a medium term horizon to assess the Company’s viability, which is five years. This is regarded as a prudent minimum duration for investing in equities. The Directors have considered the Company over the next five years and examined its prospects, principal and emerging risks and the outlook for Asian economies, their equity markets and the market for investment trusts. They have examined the robustness of these base case estimates using further severe but plausible scenarios, including the market contractions caused by the 2008 financial crisis, the ongoing COVID-19 pandemic, the increased uncertain regulatory environment in China and concerns over the country’s strict COVID-19 regulations, and growing geopolitical tensions, the current high inflationary environment and the direct and indirect effects arising from the ongoing invasion of Ukraine by its neighbour, Russia. The Board has also taken into account the fact that the Company has a continuation vote to be considered by shareholders at the Company’s 2023 Annual General Meeting and the likelihood of shareholders voting in favour of continuation, having consulted the Company’s major shareholders through the remit of its advisers. The Directors confirm that they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five years until 30th September 2027. This reasonable expectation is subject to there being no significant adverse change to the regulatory or taxation environment for investment trusts. It is also subject to there being no sustained adverse investment performance by the current or any successive Manager, that may result in the Company not being able to maintain a supportive shareholder base. For and on behalf of the Board Bronwyn Curtis OBE Chairman 15th December 2022 Long Term Viability 34 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report
Duty to Promote the Success of the Company J.P. Morgan Asset Management 35 Strategic Report Section 172 of the Companies Act 2006 requires that a Director must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members (i.e. shareholders) as a whole and in doing so, have regard (amongst other matters) to the likely consequences of any decision in the long term; the need to foster the Company’s business relationships with suppliers, customers and others; the impact of the Company’s operations on the community and the environment; the desirability of the Company maintaining a reputation for high standards of business conduct; and the need to act fairly as between members of the Company. The Board is responsible for all decisions relating to the Company’s investment objective and policies, gearing, discount management, corporate governance and strategy, and for monitoring the performance of the Company’s third party service providers, including the Manager. The Board’s philosophy is that the Company should foster a culture where all the Company’s stakeholders are treated fairly and with respect and the Board recognises the importance of acting fairly between them, which is front of mind in its key decision making. As an externally managed investment company with no employees, the Board considers that the Company’s key stakeholders are its shareholders, its Manager, its investee companies, and its other professional third party service providers (corporate broker, registrar, auditor, custodian and depositary) and wider society. The Board believes the best interests of the Company are aligned with those of these key stakeholders as all parties wish to see and ultimately benefit from the Company achieving its investment objectives whilst carrying on business in compliance with the highest possible regulatory, legal, ethical and commercial standards. The table below sets out details of the Company’s engagement with these stakeholders: Stakeholder engagement Shareholders Continued shareholder engagement is critical to the continued existence of the Company and the successful delivery of its long term strategy. The Board is focused on fostering and maintaining good working relationships with shareholders and understanding the views of shareholders in order to incorporate them into the Board’s strategic thinking and objectives. While it can be relatively straightforward for the Board to engage with and be appraised of institutional shareholder views (details of this engagement can be found on page 44), the Board and Manager are also keen to increase dialogue with the Company’s existing retail shareholders. To this end, investors holding their shares through online platforms will shortly receive a letter inviting them to sign up to receive email updates from the Company. These updates will deliver regular news and views, as well as the latest performance statistics. If shareholders wish to sign up to receive these communications, please visit https:/ / tinyurl.com/d95jkrz x or scan the QR code on page 9. Manager The principal supplier is the Manager, in particular the investment management team who are responsible for managing the Company’s assets in order to achieve its stated investment objective. The Board maintains a good working relationship with the Manager, who also provides administrative support and promotes the Company through its investment trust sales and marketing teams. The Board monitors the Company’s investment performance at each Board Meeting in relation to its objective and also to its investment policy and strategy. The Board also maintains strong lines of communication with the Manager via its dedicated company secretary and client director whose interactions extend well beyond the formal business addressed at each Board and Committee meeting. This enables the Board to remain regularly informed of the views of the Manager and the Company’s shareholders (and vice versa). Investee companies The Board is committed to responsible investing and actively monitors the activities of investee companies through its delegation to the Manager. In order to achieve this, the Manager has discretionary powers to exercise voting rights on behalf of the Company on all resolutions proposed by the investee companies. In respect of the year under review, the Manager engaged with many of its investee companies and voted at all of the annual general meetings and extraordinary meetings held during the year by the Company’s portfolio companies (full details can be found in the ESG report on pages 15 to 19). The Board monitors investments made and divested and questions the Manager’s rationale for exposures taken and voting decisions made. Other key service providers The Board ensures that it promotes the success of the Company by engaging specialist third party suppliers, with appropriate capability, performance records, resources and controls in place to deliver the services that the Company requires for support in meeting relevant obligations and safeguarding the Company’s assets. For this reason, the Board considers the Company’s Custodian, Depositary, Registrar, Auditor and Broker to be stakeholders. The Board maintains regular contact with its key external service providers, either directly, or via its dedicated company secretary or client director, and receives regular reporting from these providers at Board and Committee meetings. The Management Engagement Committee meets annually to review and appraise its key service providers.
Wider society and the environment Whilst strong long term investment performance is essential for an investment trust, the Board recognises that to provide an investment vehicle that is sustainable over the long term, both it and the Manager must have regard to ethical and environmental issues that impact society. Hence environmental, social and governance (‘ESG’) considerations are integrated into the Manager’s investment process and will continue to evolve. Further details of the Manager’s integrated approach to ESG can be found on pages 15 to 19. The Directors confirm that they have considered their duty under Section 172 when making decisions during the financial year under review. Key decisions and actions during the year which have required the Directors to have regard to applicable section 172 factors include: Key decisions and actions Succession planning The Board has progressed its succession plans post the year end resulting in the decision to appoint Diana Choyleva and Kathryn Matthews as independent Non-Executive Directors with effect from 1st March and 1st June 2023 respectively. Having served as a Director since 2013 and having served as Chairman since 2017, Bronwyn Curtis will be retiring from the Board at the Company’s 2023 Annual General Meeting and will be succeeded as Chairman by Sir Richard Stagg. Dean Buckley, the Company’s Audit Chairman and SID, joined the Board in 2014 and it is the current intention that he will be retiring from the Board at the Annual General Meeting in 2024. Your Directors believe that shareholder interests are best served by ensuring a smooth and orderly succession for the Board which serves to provide both continuity and refreshment whilst ensuring diversity of both background and experience. Share price rating to net asset value (‘NAV’) per share In yet another exceptional year, very few investment trusts, regardless of performance, asset class or investment approach, were immune from discount volatility as global markets reacted to the Russian invasion of Ukraine, and rising commodity and energy prices led to a surge in inflation across the globe, which included Asia. Your Company was no exception as its discount widened to 9.6%. The Board recognises that a widening of, and volatility in, the Company’s discount is seen by some investors as a disadvantage of investment trusts. With a strong investment team, a strong process and long term performance, a narrower and more stable discount has been an increasingly important area of focus for the Board. Over the long term the Board is seeking a stable discount or premium commensurate with investors’ appetite for Asian equities and the Company’s various attractions, not least the quality of the investment team and the investment process, and the strong long term performance these have delivered. This commitment has resulted this year in a series of targeted buybacks, with buybacks continuing post the year’s reporting year end. Miscellaneous In addition, the Directors have kept under review the competitiveness of the management fee and the Company’s other operating costs; continued to hold the Manager to account on investment performance; undertaken a robust review of the principal and emerging risks faced by the Company; and continued to encourage the Manager to enhance its sales and marketing efforts. Furthermore, throughout the course of the COVID-19 pandemic and the recent heightened market volatility arising from the Russian invasion of Ukraine and the economic consequences arising from this conflict, the Board has been in frequent contact with the Manager, receiving regular updates on the operating effectiveness of the Manager and key service providers and on areas such as portfolio performance and activity, portfolio liquidity, gearing and the discount to NAV at which the Company’s shares trade. By order of the Board Alison Vincent, for and on behalf of JPMorgan Funds Limited, Company Secretary 15th December 2022 Duty to Promote the Success of the Company 36 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Strategic Report
Directors’ Report Image: View from across Victoria Harbour Hong Kong.
Board of Directors 38 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Directors’ Report Bronwyn Curtis OBE (Chairman of the Board, Management Engagement Committee and Nomination Committee) A Director since September 2013. Mrs Curtis is an experienced global financial economist who has held senior executive positions in both the financial and media sectors. Previous roles included Head of Global Research, Executive Editor and Senior Adviser to the Head of Global Banking & Markets at HSBC Bank plc and Head of European Broadcasting at Bloomberg LP. Her other current appointments include Director of The Scottish American Investment Trust P.L.C., Pershing Square Holdings Ltd., BH Macro Limited, TwentyFour Income Fund Limited and Mercator Media Ltd, Trustee of CEPR and a Board Member of the Australia-UK Chamber of Commerce. She is also a Non-Executive member and Audit Sub-Committee Chair for the UK Office for Budget Responsibility. Mrs Curtis was awarded an OBE for services to business economics in 2008. Connections with Manager: None. Shared directorships with other Directors: None. Junghwa (June) Aitken A Director since July 2018. Ms Aitken has over three decades of experience in Asian equity markets, holding numerous senior roles at HSBC Bank plc, London, to include Global Head of Emerging Market Equity Distribution and Head of Strategy Management. Ms Aitken was also an employee at UBS AG, where she was Managing Director, Head of Global Equity Product, Global Head of Asian Equities and a director of Asian Equity Sales for 12 years. She also has experience at various London-based Asian equity sales firms. Ms Aitken is currently a Director of BBGI Global Infrastructure S.A., CC Japan Income & Growth Trust plc, Schroder UK Income Growth Trust plc and Peal Capital Partners UK Limited. She was also previously on the board of HSBC Bank Japan, Aquarius Fund, an Asian fixed income fund, Australian Securities Exchange listed Emerging Markets Masters Fund and the Asian Masters Fund Limited, Erudine Holdings Ltd, a financial software consultancy firm and the Shepherds Bush Housing Group. She was a founding partner and investor of Osmosis Investment Management LLP. Connections with Manager: None. Shared directorships with other Directors: None. Dean Buckley (Chairman of the Audit Committee, Remuneration Committee and Senior Independent Director) A Director since September 2014. Mr Buckley was previously Chief Executive Officer at Scottish Widows Investment Partnership. Prior to this appointment he held several positions at HSBC Bank plc, including Chief Executive Officer for HSBC Asset Management UK and Middle East and Chief Investment Officer for HSBC Asset Management, European equities, and held a number of senior fund manager positions at Prudential Portfolio Managers. He is non-executive chairman of Fidelity Special Values plc and a non-executive director of Alliance Trust PLC, Evelyn Partners Fund Solutions Limited and Baillie Gifford & Co Limited. He is a Fellow of the Institute of Actuaries. Connections with Manager: None. Shared directorships with other Directors: None. Peter Moon A Director since August 2016. Mr Moon was Chief Investment Officer of the Universities Superannuation Scheme. He is Chairman of Bell Potter (UK) Limited and is a Director of First Property plc. He is the former Chairman of The Scottish American Investment Company P.L.C and a former Director of MBNA Europe and a former Member of the National Association of Pension Funds Investment Committee. Connections with Manager: None. Shared directorships with other Directors: None. Sir Richard Stagg A Director since July 2018. Sir Richard Stagg is a former member of the British Diplomatic Service. His last two roles were Ambassador to Afghanistan between 2012 and 2015 and High Commissioner to India between 2007 and 2011. His previous positions included Chief Operating Officer, Private Secretary to the Foreign Secretary and Ambassador to Bulgaria. He also chaired the Board of FCO Services between 2007 and 2017 (a government-owned company delivering security services to the UK and foreign governments). He is currently a non-executive director of Max Financial Services, an Indian listed company. He is also a Trustee of the Turquoise Mountain Foundation (which works in Afghanistan and Burma) and a Trustee of SOAS (the School of Oriental and African Studies). He is also on the Advisory Board of the UK/India Business Council and is Warden of Winchester College. Connections with Manager: None. Shared directorships with other Directors: None.
Directors’ Report J.P. Morgan Asset Management 39 Directors’ Report The Directors present their report and the audited financial statements for the year ended 30th September 2022. Management of the Company The Manager and Company Secretary to the Company is JPMorgan Funds Limited (‘JPMF’), a company authorised and regulated by the FCA. The active management of the Company’s assets is delegated by JPMF to an affiliate, JPMorgan Asset Management (UK) Limited (‘JPMAM’), with the day to day investment management activity conducted in Hong Kong by JPMorgan Asset Management (Asia Pacific) Limited, a fellow investment management subsidiary and an affiliate of JPMorgan Chase Bank. The Manager is a wholly-owned subsidiary of JPMorgan Chase Bank which, through other subsidiaries, also provides marketing, banking, dealing and custodian services to the Company. The Manager is employed under a contract which can be terminated on three months notice, if notice is served on the basis of poor investment performance. The notice period is six months for all other circumstances. If the Company wishes to terminate the contract on shorter notice, the balance of remuneration is payable by way of compensation. The Board, through the Management Engagement Committee conducts a formal evaluation of the Manager on an annual basis. The evaluation covers the performance of, and contractual relationship with the Manager, its management processes, investment style, resources and risk controls and the quality of support that the Company receives from the Manager including the marketing support provided. As part of this process and under normal circumstances, the Board completes a due diligence visit of the Manager’s operations in Hong Kong each year. Having completed this year’s evaluation, the Board is of the opinion that the continuing appointment of the Manager is in the best interests of shareholders as a whole. The Alternative Investment Fund Managers Directive (‘AIFMD’) JPMF is the Company’s alternative investment fund manager (‘AIFM’). It is approved as an AIFM by the FCA. For the purposes of the AIFMD the Company is an alternative investment fund (‘AIF’). JPMF has delegated certain responsibilities as set out under ‘Management of the Company’ above. The Company has appointed Bank of New York Mellon (International) Limited (‘BNY’) as its depositary. BNY has appointed JPMorgan Chase Bank, N.A. as the Company’s custodian. BNY is responsible for the oversight of the custody of the Company’s assets and for monitoring its cash flows. The AIFMD requires certain information to be made available to investors in AIFs before they invest and requires that material changes to this information be disclosed in the annual report of each AIF. An Investor Disclosure Document, which sets out information on the Company’s investment strategy and policies, leverage, risk, liquidity, administration, management, fees, conflicts of interest and other shareholder information is available on the Company’s website at www.jpmasiagrowthandincome.co.uk . There have been no material changes (other than those reflected in these financial statements) to this information requiring disclosure. Any information requiring immediate disclosure pursuant to the AIFMD will be disclosed to the London Stock Exchange through a primary information provider. The Company’s leverage and JPMF’s remuneration disclosures are set out on pages 85 to 87. Management fee JPMF is paid a management fee based on the Company’s market capitalisation. This fee uses the average of the Company’s closing middle market share price for the last five business days of the relevant month, calculated monthly and paid quarterly at a rate of 0.60% per annum, based on the average of the preceding three month end capitalisations. Investments in funds on which JPMorgan charges a management fee are excluded from this calculation. Directors The Directors of the Company who held office at the end of the year are detailed on page 38. Details of their beneficial shareholdings may be found in the Directors’ Remuneration Report on page 50. In accordance with corporate governance best practice, all Directors, bar Bronwyn Curtis, will retire at the Company’s forthcoming Annual General Meeting and, being eligible, will offer themselves for reappointment by shareholders. The Nomination Committee, having considered the Directors’ qualifications, performance and contribution to the Board and its Committees, confirms that each Director continues to be effective and demonstrates commitment to the role and the Board recommends to shareholders that those standing for reappointment be reappointed. Statements supporting the Directors’ reappointments can be found on page 42. Director indemnification and insurance As permitted by the Company’s Articles of Association, the Directors have the benefit of a deed of indemnity which is a qualifying third party indemnity, as defined by Section 234 of the Companies Act 2006. The indemnities were in place during the year and as at the date of this report. An insurance policy is maintained by the Company which indemnifies the Directors of the Company against certain liabilities arising in the conduct of their duties. There is no cover against fraudulent or dishonest actions.
Directors’ Report 40 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Directors’ Report Disclosure of information to auditors In the case of each of the persons who are Directors of the Company at the time when this report was approved: (a) so far as each of the Directors is aware, there is no relevant audit information (as defined in the Companies Act 2006) of which the Company’s auditors are unaware; and (b) each of the Directors has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. The above confirmation is given and should be interpreted in accordance with the provision of 418 of the Companies Act 2006. Independent auditors Further to a review of audit services in 2019, Mazars LLP were appointed Auditors of the Company with effect from the 2020 Annual General Meeting. Mazars LLP have expressed their willingness to continue in office as the Auditors and a resolution to reappoint Mazars LLP and authorise the Directors to determine their remuneration for the ensuing year will be proposed at the Annual General Meeting. Companies Act 2006 requirements The following disclosures are made in accordance with the Companies Act 2006: Capital structure The Company’s capital structure is summarised on the inside front cover of this report. Voting rights in the Company’s shares Details of the voting rights in the Company’s shares as at the date of this report are given in note 17 to the Notice of Annual General Meeting on page 92. Dividends Details of the Company’s dividend policy and payments are given on page 28. Financial Instruments Details of the Company’s financial instruments are given in note 21 of the financial statements. Notifiable interests in the Company’s voting rights At the date of this report, the following had declared a notifiable interest in the Company’s voting rights: Number of Shareholders voting rights % Charles Stanley Group PLC 8,099,043 8.5 Brewin Dolphin Ltd 6,018,781 6.4 The rules concerning the appointment and replacement of Directors, amendment of the Articles of Association and powers to issue or repurchase the Company’s shares are contained in the Articles of Association of the Company and the Companies Act 2006. There are no restrictions concerning the transfer of securities in the Company; no special rights with regard to control attached to securities; no agreements between holders of securities regarding their transfer known to the Company; no agreements which the Company is party to that affect its control following a takeover bid; and no agreements between the Company and its Directors concerning compensation for loss of office. Listing Rule 9.8.4R Listing Rule 9.8.4R requires the Company to include certain information in the identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures to be made in this report in respect of Listing Rule 9.8.4R. Annual general meeting The notice of the Annual General Meeting (‘AGM’) of the Company to be held on Wednesday, 15th February 2023 is given on pages 89 and 90. The full text of the Resolutions is set out in the notice of meeting. Resolutions relating to the following items of special business will be proposed at the forthcoming AGM: (i) Continuation resolution (resolution 9) The Company’s Articles of Association require the Board to procure that, at every ‘Relevant General Meeting’, an ordinary resolution is proposed to shareholders to the effect that the Company shall continue in being as an investment trust for the period expiring at the end of the next following ‘Relevant General Meeting’. The Articles of Association define ‘Relevant General Meeting’ as an annual general meeting of the Company held in 2002 and in every third year thereafter. The last triennial Continuation Resolution was passed by shareholders at the annual general meeting held in February 2020. Accordingly, the Board is required to propose a Continuation Resolution to shareholders at the Company’s forthcoming Annual General Meeting to be held in 2023. (ii) Authority to allot new shares and to disapply statutory pre-emption rights (resolutions 10 and 11) The Directors will seek renewal of the authority at the AGM to issue up to 9,485,141 Ordinary shares for cash up to an aggregate nominal amount of £2,371,285 such amount being equivalent to 10% of the present issued ordinary share capital as at the last practicable date before the publication of this document. The full text of the resolutions is set out in the Notice of Meeting on pages 89 and 90. This authority will expire at the conclusion of the Annual General Meeting of the Company in 2024 unless renewed at a prior general meeting.
Corporate Governance Statement J.P. Morgan Asset Management 41 Directors’ Report Resolution 11 will enable the allotment of shares otherwise than by way of a pro rata issue to existing shareholders. It is advantageous for the Company to be able to issue new shares (or to sell Treasury shares) to investors when the Directors consider that it is in the best interests of shareholders to do so. Any such issues would only be made at prices greater than the net asset value (‘NAV’), thereby increasing the NAV per share and spreading the Company’s administrative expenses, other than the management fee which is charged on the value of the Company’s net assets, over a greater number of shares. The issue proceeds would be available for investment in line with the Company’s investment policies. No issue of shares will be made which would effectively alter the control of the Company without the prior approval of shareholders in general meeting. (iii) Authority to repurchase the Company’s shares (resolution 12) The authority to repurchase up to 14.99% of the Company’s issued Ordinary shares, granted by shareholders at the 2022 Annual General Meeting, will expire on 8th August 2023 unless renewed at the forthcoming Annual General Meeting. The Directors consider that the renewing of the authority is in the interests of shareholders as a whole, as the repurchase of shares at a discount to the underlying NAV enhances the NAV of the remaining shares. Resolution 12 gives the Company authority to buy back its own issued Ordinary shares in the market as permitted by the Companies Act 2006 (the ‘Act’). The authority limits the number of shares that could be purchased to a maximum of 14,218,226 Ordinary shares, representing approximately 14.99% of the Company’s issued Ordinary shares, as at 14th December 2022 (being the latest practicable date prior to the publication of this report). The authority also sets minimum and maximum prices. If resolution 12 is passed at the Annual General Meeting, Ordinary shares repurchased might not be cancelled but rather held as treasury shares and may subsequently be reissued at a premium. The Company does not have authority to reissue Ordinary shares from treasury at a discount to NAV, therefore any reissue of Ordinary shares from treasury would be at a premium to the prevailing NAV. (iv) Approval of dividend policy (resolution 13) The Directors seek approval of the Company’s dividend policy to continue to pay four quarterly interim dividends during the year, which for the year ended 30th September 2022 have totalled 16.5 pence per share. Recommendation The Board considers that resolutions 9 to 13 are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that shareholders vote in favour of the resolutions as they intend to do, where voting rights are exercisable, in respect of their own beneficial holdings which amount in aggregate to 73,424 Ordinary shares, representing approximately 0.1% of the voting rights of the Company. Other information Details on the Company’s dividend policy, as well as information on acquisition of the Company’s own shares and greenhouse gas emissions, can be found in the Business Review on pages 28, 29 and 30 respectively. Financial risk management objectives and policies, with information on exposure to price, credit and liquidity risk, can be found in note 21 to the Financial Statements. Information on post balance sheet events can be found in note 23. Corporate governance statement Compliance The Board is committed to high standards of corporate governance. It has considered the principles and provisions of the AIC Code of Corporate Governance published in 2019 (the ‘AIC Code’), which addresses the principles and provisions set out in the UK Corporate Governance Code (the ‘UK Code’) published in 2018, as they apply to investment trust companies. It considers that reporting against the AIC Code, therefore, provides more appropriate information to the Company’s shareholders. The Board confirms that the Company has complied with the principles and provisions of the AIC Code, in so far as they apply to the Company’s business, throughout the year under review. As all of the Company’s day-to-day management and administrative functions are outsourced to third parties, it has no executive directors, employees or internal operations and therefore has not reported in respect of the following: • the role of the executive directors and senior management; • executive directors’ and senior management remuneration; and • the workforce. Role of the Board A management agreement between the Company and the Manager sets out the matters over which the Manager has authority. This includes management of the Company’s assets and the provision of accounting, company secretarial, administrative and some marketing services. All other matters are reserved for the approval of the Board. A formal schedule of matters reserved to the Board for decision has been approved. This includes determination and monitoring of the Company’s investment objectives and policy and its future strategic direction, capital structure and gearing policy (with input from the Manager), appointment and removal of third party service providers, review of key investment and financial data and the Company’s corporate governance and risk control arrangements.
Corporate Governance Statement 42 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Directors’ Report The Board has procedures in place to deal with potential conflicts of interest and, following the introduction of The Bribery Act 2010, has adopted appropriate procedures designed to prevent bribery. It confirms that the procedures have operated effectively during the year under review. The Board meets at least quarterly during the year and additional meetings are arranged as necessary. Full and timely information is provided to the Board to enable it to function effectively and to allow Directors to discharge their responsibilities. There is an agreed procedure for Directors to take independent professional advice if necessary and at the Company’s expense. This is in addition to the access that every Director has to the advice and services of the Company Secretary, JPMF, which is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Board composition The Board, chaired by Bronwyn Curtis, consists of five non-executive Directors, all of whom are regarded by the Board as independent of the Company’s Manager, including the Chairman. The Directors have a breadth of investment knowledge, business and financial skills and experience relevant to the Company’s business and brief biographical details of each Director are set out on page 38. A review of Board composition and balance is included as part of the annual performance evaluation of the Board, details of which may be found below. Dean Buckley, the Senior Independent Director, leads the evaluation of the performance of the Chairman and is available to shareholders if they have concerns that cannot be resolved through discussion with the Chairman. Reappointment of Directors The Directors of the Company and their brief biographical details are set out on page 38. The skills and experience that each Director brings to the Board, and hence why their contributions are important to the long term success of the Company, are summarised below. All of the Directors will stand for reappointment at the forthcoming Annual General Meeting. Resolution 4 concern the reappointment of Junghwa (June) Aitken. She joined the Board in July 2018 and has served for four years as a Director. Ms Aitken has over three decades of experience in Asian equity markets, having held numerous senior roles at HSBC Bank plc, London. Other relevant experience includes her employment term at UBS AG, where she was Managing Director, Head of Global Equity Product, Global Head of Asian Equities and a director of Asian Equity Sales for 12 years. For details of her current directorships, please refer to page 38 of the Report. Resolution 5 concerns the reappointment of Dean Buckley. He joined the Board in September 2014 and has served for eight years as a Director. Mr Buckley is an experienced investment professional who has held senior executive positions in a number of asset management firms. He is a Fellow of the Institute of Actuaries. For details of his current directorships, please refer to page 38 of the Report. Resolution 6 concerns the reappointment of Peter Moon. He joined the Board in August 2016 and has served for six years as a Director. Mr Moon was chief investment officer of the Universities Superannuation Scheme. He is a former director of MBNA Europe and a former Member of the National Association of Pension Funds Investment Committee. For details of his current directorships, please refer to page 38 of the Report. Resolution 7 concerns the reappointment of Sir Richard Stagg. He joined the Board in July 2018 and has served for four years as a Director. Sir Richard Stagg is a former member of the British Diplomatic Service. His last two roles were Ambassador to Afghanistan between 2012 and 2015 and High Commissioner to India between 2007 and 2011. Such roles involved top level policy-making, negotiation and supporting British business. He also chaired the Board of FCO Services between 2007 and 2017 (a government-owned company delivering security services to the UK and foreign governments) and is chairman of Rothschild India. For details of his current directorships, please refer to page 38 of the Report. The Board confirms that each of the Directors standing for reappointment at the forthcoming Annual General Meeting continue to contribute effectively and recommends that shareholders vote in favour of their reappointment. Tenure Directors are initially appointed until the following Annual General Meeting when, under the Company’s Articles of Association, it is required that they be reappointed by shareholders. Thereafter, subject to the performance evaluation carried out each year, the Board will agree whether it is appropriate for each Director to seek reappointment. In accordance with corporate governance best practice, Directors continuing in office seek annual reappointment and no Directors, including the Chairman, will seek reappointment after having served for nine years on the Board, unless there are exceptional circumstances for doing so.
Corporate Governance Statement J.P. Morgan Asset Management 43 Directors’ Report The table below details the tenure of Directors as at the forthcoming Annual General Meeting and projected forward to 2030. The average tenure of a Director is less than six years. Please note that the above table is a guide only and does not account for retirements of current Directors nor the appointment of new Directors. The terms and conditions of Directors’ appointments are set out in formal letters of appointment, copies of which are available for inspection on request at the Company’s registered office and at the Annual General Meeting. A schedule of interests for each Director is maintained by the Company and reviewed at every Board meeting. New interests are considered carefully, taking into account the circumstances surrounding them and, if considered appropriate, are approved. Induction and training On appointment, the Manager and Company Secretary provide all Directors with induction training. Thereafter, regular briefings are provided on changes in law and regulatory requirements that affect the Company and Directors. Directors are encouraged to attend industry and other seminars covering issues and developments relevant to investment trust companies. Regular reviews of the Directors’ training needs are carried out by the Chairman by means of the evaluation process described below. Meetings and committees The Board delegates certain responsibilities and functions to Committees. Details of membership of Committees are shown with the Directors’ profiles on page 38. During the year there were five Board meetings, two Audit Committee meetings and one Management Engagement Committee, Nomination Committee meeting and Remuneration Committee meeting. These meetings were supplemented by additional meetings held to cover procedural matters and formal approvals. In addition, there was regular contact between the Directors and the Manager and Company Secretary throughout the year. The table below details the number of Board and Committee meetings attended by each Director during the year. Management Engagement Audit Board Committee Committee Meetings Meetings Meetings Director Attended Attended Attended Bronwyn Curtis 1 4 1 2 June Aitken 5 1 2 Dean Buckley 5 1 2 Peter Moon 5 1 2 Sir Richard Stagg 5 1 2 Nomination Remuneration Committee Committee Meetings Meetings Director Attended Attended Bronwyn Curtis 1 — — June Aitken 1 1 Dean Buckley 1 1 Peter Moon 1 1 Sir Richard Stagg 1 1 1 Ms Curtis was unable to attend the meetings held on 3rd August 2022, following a family bereavement. Board Committees Nomination Committee The Nomination Committee, chaired by Bronwyn Curtis, consists of all of the Directors (given the size of the Board), and meets at least annually to ensure that the Board has an appropriate balance of skills and experience to carry out its fiduciary duties and to select and propose suitable candidates for appointment when necessary. A variety of sources, including external search consultants, may be used to ensure that a wide range of candidates is considered. In relation to the appointment of Diana Choyleva and Kathryn Matthews the Board engaged a recruitment consultant, Cornforth Consulting, a firm with no other connections to the Company or the individual Directors. Open advertising was not used as part of the process as the use of a recruitment consultant was deemed sufficient. The Chair of the Board does not chair the Committee when it is dealing with the appointment of their successor. The Board’s policy on diversity, including gender, is to take account of the benefits of these during the appointment process. However, the Board remains committed to appointing the most appropriate candidate, regardless of gender or other forms of diversity. Therefore, no targets have been set against which to report. Dean Buckley Peter Moon June Aitken Sir Richard Stagg Key - Tenure 0 – 6 years 7 – 8 years 9+ years 2023 2024 2025 2026 2027 2028 2029 2030
Corporate Governance Statement 44 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Directors’ Report The Committee conducts an annual performance evaluation of the Board, its committees and individual Directors to ensure that all Directors have devoted sufficient time and contributed adequately to the work of the Board and its Committees. The evaluation of the Board considers the balance of experience, skills, independence, corporate knowledge, its diversity, including gender, and how it works together. A list of potential conflicts of interest for each Director is maintained by the Company. These are considered carefully, taking into account the circumstances surrounding them, and, if considered appropriate, are approved. There were no actual or indirect interests of a Director which conflicted with the interests of the Company, which arose during the year. Remuneration Committee The Remuneration Committee, chaired by Dean Buckley consists of all Directors (given the size of the Board) and meets at least annually. The Committee’s remit is to review Directors’ fees and makes recommendations to the Board as and when appropriate in relation to the Company’s remuneration policy and its implementation. Management Engagement Committee The Management Engagement Committee, chaired by Bronwyn Curtis, consists of all Directors and meets at least annually. The Committee’s remit is to review the terms of the management agreement between the Company and the Manager, to review the performance of the Manager, to review the notice period that the Board has with the Manager and to make recommendations to the Board. Audit Committee The report of the Audit Committee is set out on pages 47 and 48. Terms of reference The Nomination Committee, Remuneration Committee, Management Engagement Committee and the Audit Committee have written terms of reference which define clearly their respective responsibilities, copies of which are available for inspection on request at the Company’s registered office and at the Company’s Annual General Meeting. Relations with shareholders The Board regularly monitors the shareholder profile of the Company. It aims to provide shareholders with a full understanding of the Company’s activities and performance and reports formally to shareholders twice each year by way of the annual report and accounts and the half year report. These are supplemented by the daily publication, through the London Stock Exchange, of the net asset value of the Company’s shares and the Company’s level of gearing. In normal circumstances all shareholders have the opportunity, and are encouraged, to attend the Company’s Annual General Meeting at which the Directors and representatives of the Manager are available in person to meet with and answer shareholders’ questions. In addition, a presentation is given by the Investment Managers who review the Company’s performance. During the year the Company’s brokers and the Investment Managers hold regular discussions with shareholders. The Directors are made fully aware of their views. The Directors may be contacted through the Company Secretary whose details are shown on page 96 or via the Company’s website. The Company’s annual report and financial statements are published in time to give shareholders at least 20 working days’ notice of the Annual General Meeting. Shareholders wishing to raise questions in advance of the meeting are encouraged to submit questions via the Company’s website or write to the Company Secretary at the address shown on page 96. A formal process is in place for all letters to the Directors to be forwarded immediately. As part of this process, any feedback from shareholders is also communicated to the Board. Details of the proxy voting position on each resolution will be published on the Company’s website shortly after the Annual General Meeting. Risk management and internal control The UK Corporate Governance Code requires the Directors, at least annually, to review the effectiveness of the Company’s system of risk management and internal control and to report to shareholders that they have done so. This encompasses a review of all controls, which the Board has identified as including business, financial, operational, compliance and risk management. The Directors are responsible for the Company’s system of risk management and internal control, which is designed to safeguard the Company’s assets, maintain proper accounting records and ensure that financial information used within the business, or published, is reliable. However, such a system can only be designed to manage rather than eliminate the risk of failure to achieve business objectives and therefore can only provide reasonable, but not absolute, assurance against fraud, material misstatement or loss. Since investment management, custody of assets and all administrative services are provided to the Company by the Manager and its associates, the Company’s system of risk management and internal control mainly comprises monitoring the services provided by the Manager and its associates, including the operating controls established by them, to ensure they meet the Company’s business objectives. There is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company (see Principal and Emerging Risks on pages 31 to 33). This process
Corporate Governance Statement J.P. Morgan Asset Management 45 Directors’ Report has been in place for the year under review and up to the date of the approval of the annual report and financial statements, and it accords with the Financial Reporting Council’s guidance. Given the foregoing, and in common with most investment trust companies, the Company does not have an internal audit function of its own. The Managers internal audit department conducts regular and rigorous reviews of the various functions within its asset management business. Any significant findings that are relevant to the Company and/or the Managers investment risk business are reported to the Board. The key elements designed to provide effective risk management and internal control are as follows: • Financial reporting Regular and comprehensive review by the Board of key investment and financial data, including management accounts, revenue projections, analysis of transactions and performance comparisons. • Management Appointment of a manager, depositary and custodian regulated by the FCA, whose responsibilities are clearly defined in a written agreement. • Management systems The Manager’s system of risk management and internal control includes organisational agreements which clearly define the lines of responsibility, delegated authority, control procedures and systems. These are monitored by the Manager’s Compliance department which regularly monitors compliance with FCA rules. • Investment strategy Authorisation and monitoring of the Company’s investment strategy and exposure limits by the Board. The Board, either directly or through the Audit Committee or Management Engagement Committee, keeps under review the effectiveness of the Company’s system of risk management and internal control by monitoring the operation of the key operating controls of the Manager and its associates as follows: • reviews the terms of the management agreement and receives regular reports from the Manager’s Compliance department; • reviews reports on the internal controls and the operations of its custodian, JPMorgan Chase Bank, which is itself independently reviewed; • reviews every six months an independent report on the risk management and internal controls and the operations of the Manager; and • reviews quarterly reports from the Company’s Depositary. By the means of the procedures set out above, the Board confirms that it has reviewed the effectiveness of the Company’s system of risk management and internal control for the year ended 30th September 2022 and to the date of approval of this annual report and financial statements. The Board confirms that any failings or weaknesses identified during the course of its review of the systems of risk management and internal control were not significant and did not impact the Company. Corporate governance and voting policy The Company delegates responsibility for voting to JPMAM. The following information in italics is a summary of JPMAM’s policy statements on corporate governance, voting policy and stewardship/engagement issues, which has been reviewed and noted by the Board. Details on social and environmental issues are included in the Strategic Report on page 15. Corporate governance JPMAM believes that corporate governance is integral to its investment process. As part of its commitment to delivering superior investment performance to clients, it expects and encourages the companies in which it invests to demonstrate the highest standards of corporate governance and best business practice. JPMAM examines the share structure and voting structure of the companies in which it invests, as well as the board balance, oversight functions and remuneration policy. These analyses then form the basis of JPMAM’s proxy voting and engagement activity. Proxy voting JPMAM manages the voting rights of the shares entrusted to it as it would manage any other asset. It is the policy of JPMAM to vote in a prudent and diligent manner, based exclusively on reasonable judgement of what will best serve the financial interests of clients. So far as is practicable, JPMAM will vote at all of the meetings called by companies in which it is invested. Stewardship/engagement JPMAM believes effective investment stewardship can materially contribute to helping build stronger portfolios over the long term for our clients. At the heart of JPMAM’s approach lies a close collaboration between our portfolio managers, research analysts and investment stewardship specialists to engage with the companies in which JPMAM invests. Regular engagement with JPMAM’s investee companies through investment-led stewardship has been a vital component of JPMAM’s active management heritage. JPMAM continues to exercise active ownership through regular and ad hoc meetings, and through its voting responsibilities. JPMAM’s formal stewardship structure is designed to identify risks and understand its portfolio companies’ activities, in order to enhance value and mitigate risks associated with them. JPMAM has identified five main investment stewardship
Corporate Governance Statement 46 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Directors’ Report priorities it believes have universal applicability and will stand the test of time: governance; strategy alignment with the long term; human capital management; stakeholder engagement; and climate risk. Within each priority area, JPMAM identified related themes it is seeking to address over a shorter time frame. These themes will evolve as JPMAM engages with companies to understand issues and promote best practice. This combination of long-term priorities and evolving, shorter-term themes provides JPMAM with a structured and targeted framework to guide its investors and investment stewardship teams globally as JPMAM engages with investee companies around the world. JPMAM is also committed to reporting more widely on our activities, including working to meet the practices laid out by the Financial Reporting Council (‘FRC’) in the UK Stewardship Code, to which JPMAM is a signatory. JPMAM’s Voting Policy and Corporate Governance Guidelines are available on request from the Company Secretary or can be downloaded from JPMAM’s website: https://am.jpmorgan.com/gb/en/asset- management/institutional/about-us/investment-stewardship/ By order of the Board Alison Vincent, for and on behalf of JPMorgan Funds Limited, Secretary 15th December 2022
Audit Committee Report J.P. Morgan Asset Management 47 Directors’ Report I am pleased to present the Audit Committee Report to shareholders, for the year ended 30th September 2022. Composition and role Membership of the Committee is set out on page 38, and the Committee meets at least twice each year. The members of the Audit Committee consider that they have the requisite skills and experience to fulfil the responsibilities of the Committee. The Audit Committee as a whole has competence relevant to the sector. Financial statements and significant accounting matters The Committee reviews the actions and judgements of the Manager in relation to the half year and annual financial statements and the Company’s compliance with the AIC Code of Corporate Governance. The Audit Committee examines the effectiveness of the Company’s internal control systems and receives information from the Manager’s Compliance department. The Directors’ statement on the Company’s system of Risk Management and Internal Control is set out on pages 44 to 46. During its review of the Company’s annual financial statements for the year ended 30th September 2022, the Audit Committee considered the following significant issues, including those communicated by the Auditors during their reporting: Significant issue How the issue was addressed The valuation of investments is undertaken in accordance with the accounting policies, disclosed in note 1(b) to the financial statements on page 67. Controls are in place to ensure that valuations are appropriate and existence is verified through Depositary and Custodian reconciliations. The Company has appointed Bank of New York Mellon (International) Limited (‘BNY’) as its depositary. BNY has appointed JPMorgan Chase Bank, N.A. as the Custodian. BNY remains responsible for the oversight of the custody of the Company’s assets. The recognition of investment income is undertaken in accordance with accounting policy note 1(d) to the financial statements on page 68. The Board regularly reviews subjective elements of income such as special dividends and agrees their accounting treatment. Approval for the Company as an investment trust under Sections 1158 and 1159 for financial years commencing on or after 1st October 2012 has been obtained and ongoing compliance with the eligibility criteria is monitored on a regular basis. Going concern In accordance with The Financial Reporting Council’s guidance on going concern and liquidity risk, the Directors have undertaken a rigorous review of the Company’s ability to continue as a going concern. The Directors confirm their reasonable expectation that the Company has adequate resources to continue in operational existence for the 12 month period from the date of approval of the financial statements. This confirmation is based on a review of assumptions that took into account the outlook for the UK stock markets; the diversified portfolio of readily realisable securities which can be used to meet short-term funding commitments; and the ability of the Company to meet all of its liabilities and ongoing expenses. The Board has, in particular, considered the impact of heightened market volatility since the COVID-19 outbreak, the increased uncertain regulatory environment in China and concerns over the country’s strict COVID-19 regulations, and growing geopolitical tensions and more recently the Russian invasion of Ukraine, but does not believe the Company’s going concern status is affected. The Company’s assets, the vast majority of which are investments in quoted securities which are readily realisable, exceed its liabilities significantly under all stress test scenarios reviewed by the Board and reviews of the impact of market factors, structural and financial factors and operating factors. Gearing levels and compliance with borrowing covenants are reviewed by the Manager and Board on a regular basis. The Board has also taken into account the fact that the Company has a continuation vote to be considered by shareholders at the Company’s 2023 Annual General Meeting and the likelihood of shareholders voting in favour of continuation. Having consulted the Company’s major shareholders through the remit of its advisers, the Directors have a reasonable belief that the continuation vote will be supported by the majority of shareholders. Furthermore, the Directors are satisfied that the Company and its key third party service providers have in place appropriate business continuity plans and confirm they have been able to maintain service levels throughout the pandemic. Audit appointment and tenure The Committee also has the primary responsibility for making recommendations to the Board on the reappointment and the removal of external auditors. The Committee also receives confirmations from the Auditors, as part of their reporting, in regard to their objectivity and independence. Representatives of the Company’s auditors attend the Audit Committee meeting at which the draft annual report and financial statements are considered and they also attend the half-year committee meeting to present their audit plan for the subsequent year’s audit. As part of its review of the continuing appointment of the Auditors, the Audit Committee considered the length of tenure Valuation, existence and ownership of investments Recognition of investment income Compliance with Sections 1158 and 1159 Corporation Tax Act 2010
Audit Committee Report 48 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Directors’ Report of the audit firm, its fee, its independence from JPMF and the Investment Managers and any matters raised during the audit. A formal tender exercise was undertaken in 2019, as a result of which Mazars LLP was appointed in place of PricewaterhouseCoopers LLP. This is the Audit Partner’s (Stephen Eames) third of a five year maximum term. The Audit Committee reviews and approves any non-audit services provided by the independent Auditors and assesses the impact of any non-audit work on the ability of the Auditors to remain independent. No such work was undertaken during the year. Fair, balanced and understandable As a result of the work performed, the Committee has concluded that the Annual Report for the year ended 30th September 2022, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy, and has reported on these findings to the Board. The Board’s conclusions in this respect are set out in the Statement of Directors’ Responsibilities on page 54. For and on behalf of the Audit Committee Dean Buckley Chairman 15th December 2022
Directors’ Remuneration Report Image: Shifen Waterfall Aerial View – Famous nature landscape of Taiwan, shot in Pingxi District, New Taipei, Taiwan.
Directors’ Remuneration Report 50 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Directors’ Remuneration Report The Board presents the Directors’ Remuneration Report for the year ended 30th September 2022 which has been prepared in accordance with the requirements of Section 421 of the Companies Act 2006. The law requires the Company’s Auditors to audit certain of the disclosures provided. Where disclosures have been audited they are indicated as such. The Auditors’ opinion is included in their report on pages 56 to 61. Remuneration of the Directors is considered by the Remuneration Committee on a regular basis. The Committee makes recommendations to the Board as and when appropriate. Directors’ remuneration policy The Directors’ Remuneration Policy is subject to a triennial binding vote and an ordinary resolution to approve this report was put to shareholders at the 2022 Annual General Meeting. The Board has resolved that, for good governance purposes, the policy vote will be put to shareholders every year. Accordingly a resolution to approve the policy will be put to shareholders at the 2023 Annual General Meeting. The policy, subject to the vote, is set out in full below and is currently in force. The Board’s policy for this and subsequent years is that Directors’ fees should properly reflect the time spent by the Directors on the Company’s business and should be at a level to ensure that candidates of a high calibre are recruited to the Board. The Chairman of the Board and the Chairman of the Audit Committee are paid higher fees than other Directors, reflecting the greater time commitment involved in fulfilling those roles. The Remuneration Committee, comprising all Directors, reviews fees on a regular basis and makes recommendations to the Board. Reviews are based on information provided by the Manager, and includes research carried out by third parties on the level of fees paid to the directors of the Company’s peers and within the investment trust industry generally. The involvement of remuneration consultants has not been deemed necessary as part of this review. All of the Directors are non-executive. There are no performance-related elements to their fees and the Company does not operate any type of incentive, share award scheme, or pension scheme either during employment or on recruitment, and therefore no Directors receive bonus payments or pension contributions from the Company or hold options to acquire shares in the Company. Directors are not granted exit payments and are not provided with compensation for loss of office. No other payments are made to Directors, other than the reimbursement of reasonable out-of-pocket expenses. In the year under review Directors were paid at the following rates: Chairman £44,000; Chairman of the Audit Committee £36,500; and other Directors £29,500. Directors resolved not to increase fees in respect to the Company’s year ending 30th September 2022. No amounts (2021: nil) were paid to third parties for making available the services of Directors. The Company’s Articles of Association stipulate that aggregate fees must not exceed £250,000 per annum. Any increase in this maximum aggregate amount requires both Board and shareholder approval. The limit was increased from £200,000 to £250,000 in 2022. The Company has no Chief Executive Officer and no employees and therefore there was no consultation of employees, and there is no employee comparative data to provide, in relation to the setting of the remuneration policy for Directors. The Company has not sought shareholder views on its remuneration policy. The Remuneration Committee considers any comments received from shareholders on remuneration policy on an ongoing basis and will take account of these views if appropriate. The Directors do not have service contracts with the Company. The terms and conditions of Directors’ appointments are set out in formal letters of appointment which are available for review at the Company’s Annual General Meeting and the Company’s registered office. Details of the Board’s policy on tenure are set out on pages 42 and 43. Remuneration report The Directors’ Remuneration Report is subject to an annual advisory vote and therefore an ordinary resolution to approve this report will be put to shareholders at the forthcoming Annual General Meeting. There have been no changes to the policy compared with the year ended 30th September 2022 and no changes are proposed for the year ending 30th September 2023. At the Annual General Meeting held on 9th February 2022, 99.5% of votes cast were in favour of (or granted discretion to the Chairman who voted in favour of) the remuneration report and 0.5% voted against. Details of the implementation of the Company’s remuneration policy are given below. Single total figure of remuneration The single total figure of remuneration for the Board as a whole for the year ended 30th September 2022 was £169,000. The single total figure of remuneration for each Director is detailed below together with the prior year comparative. There are no performance targets in place for the Directors of the Company and there are no benefits for any of the Directors which will vest in the future. There are no benefits, pension, bonus, long term incentive plans, exit payments or arrangements in place on which to report.
Directors’ Remuneration Report J.P. Morgan Asset Management 51 Directors’ Remuneration Report Single total figure table 1 2022 2021 Taxable Taxable Fees expenses 2 Total Fees expenses 2 Total Directors’ Name £ £ £ £ £ £ Bronwyn Curtis 44,000 — 44,000 44,000 86 44,086 June Aitken 29,500 — 29,500 29,500 — 29,500 Dean Buckley 36,500 561 37,061 36,500 — 36,500 Peter Moon 29,500 — 29,500 29,500 — 29,500 Sir Richard Stagg 29,500 — 29,500 29,500 — 29,500 Total 169,000 561 169,561 169,000 86 169,086 1 Audited information. Other subject headings for the single figure table as prescribed by regulation are not included because there is nothing to disclose in relation thereto. 2 Taxable travel and subsistence expenses incurred in attending Board and Committee meetings. Directors’ shareholdings 1 There are no requirements pursuant to the Company’s Articles of Association for the Directors to own shares in the Company. The Directors’ beneficial shareholdings are detailed below. The Directors have no other share interests or share options in the Company and no share schemes are available. Number of shares held 30th September 30th September Directors’ Name 2022 2021 Bronwyn Curtis 10,000 10,000 June Aitken 2 10,546 10,108 Dean Buckley 2 10,000 10,000 Peter Moon 10,000 10,000 Sir Richard Stagg 7,766 7,766 1 Audited information. 2 Since the period end, Mrs Aitken’s beneficial holding has increased to 10,658 shares following the purchase of 112 shares through a dividend reinvestment plan. Mr Buckley’s beneficial holding has increased to 35,000 shares following the purchase of 25,000 shares through a share purchase. In accordance with the Companies Act 2006, a graph showing the Company’s share price total return compared with its benchmark, the MSCI AC Asia ex Japan Index with net dividends reinvested, expressed in sterling terms, is shown below. The Board believes this Index is the most representative comparator for the Company, given the Company’s investment objective. Ten year share price and benchmark total return performance to 30th September 2022 Source: Morningstar/Datastream. Annual percentage change in Directors’ remuneration The following table sets out the annual percentage change in Directors’ fees: % change for % change for % change for for the year to the year to for the year to 30th September 30th September 30th September Directors’ name 2022 2021 2020 Bronwyn Curtis — 6.0% — June Aitken — +7.3% — Dean Buckley — +5.8% +7.5 1 Peter Moon — +7.3% — Sir Richard Stagg — 7.3% — 1 Fee increased for Mr Buckley this year due to his appointment as Audit Committee Chairman. 50 100 150 200 250 300 2022 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 JPMorgan Asia share price Benchmark index
Directors’ Remuneration Report 52 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Directors’ Remuneration Report A table showing the total remuneration for the Chairman over the five years ended 30th September 2022 is below: Remuneration for the Chairman over the five years ended 30th September 2022 Performance related benefits received as a Year ended percentage of 30th September Feesmaximum payable 2022 £44,000 n/a 2021 £44,000 n/a 2020 £41,500 n/a 2019 £41,500 n/a 2018 £41,500 n/a A table showing actual expenditure by the Company on remuneration and distributions to shareholders for the year and the prior year is below: Expenditure by the Company on remuneration and distributions to shareholders Year ended 30th September 2022 2021 Remuneration paid to all Directors £169,000 £169,000 Distribution to shareholders – by way of dividends paid £16,991,000 £18,047,000 – by way of share repurchases £3,534,000 £299,000 Total distribution to shareholders £20,525,000 £18,346,000 For and on behalf of the Board Bronwyn Curtis OBE Chairman 15th December 2022
Statement of Directors’ Responsibilities Image: Kusum Sarovar, one of the most visited places in Mathura. Numerous temples and ashrams. Uttar Pradesh, India.
Statement of Directors’ Responsibilities 54 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Statement of Directors’ Responsibilities The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing the financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • state whether applicable United Kingdom Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements; • make judgements and accounting estimates that are reasonable and prudent; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business, and the Directors confirm that they have done so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The Directors are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Under applicable law and regulations the Directors are also responsible for preparing a Strategic Report, a Directors’ Report and Directors’ Remuneration Report that comply with the law and those regulations. Each of the Directors, whose names and functions are listed in Directors’ Report confirm that, to the best of their knowledge: • the Company’s financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the Company; and • the Directors’ Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. The Directors consider that the Annual Report & Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy. For and on behalf of the Board Bronwyn Curtis OBE Chairman 15th December 2022
Independent Auditor’s Report Image: Wide-angle view of Singapore city skyline.
Independent Auditor’s Report 56 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Independent Auditor’s Report Opinion Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial statements’ section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities and public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our audit procedures to evaluate the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included but were not limited to: • undertaking an initial assessment at the planning stage of the audit to identify events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern; • making enquiries of the Directors to understand the period of assessment that they considered, assessing and challenging the appropriateness of the Directors’ key assumptions in their income and expense projections and implication of those when assessing severe but plausible scenarios; • assessing the Company’s ability to continue to operate within its financial covenants and the liquidity of the portfolio through reviewing Management’s assessment of how quickly the portfolio could be liquidated if required; • assessing the Company’s performance to date; • reviewing the shareholder register and making enquiries of the broker to understand whether there were any unusual shareholder movements over the year and up to the signing date that may have an adverse impact on the continuation vote to be held at the Annual General Meeting on 15th February 2023; and • evaluating the appropriateness of the Directors’ disclosures in the financial statements on going concern. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the director’s considered it appropriate to adopt the going concern basis of accounting. We have audited the financial statements of JPMorgan Asia Growth & Income plc (the ‘Company’) for the year ended 30th September 2022 which comprise the Statement of Comprehensive Income, Statement of Changes in Equity, Statement of Financial Position, Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: • give a true and fair view of the state of the Company’s affairs as at 30th September 2022 and its net return/loss for the year then ended; • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • have been prepared in accordance with the requirements of the Companies Act 2006. To the Members of JPMorgan Asia Growth & Income plc
Independent Auditor’s Report J.P. Morgan Asset Management 57 Independent Auditor’s Report Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We summarise below the key audit matter in forming our opinion above, together with an overview of the principal audit procedures performed to address this matter and our key observations arising from those procedures. This matter, together with our findings, was communicated to those charged with governance through our Audit Completion Report. Key Audit Matter How our scope addressed the matter Our audit procedures included, but were not limited to: • understanding Management’s process to record and value investments through discussions with Management and examination of control reports from the third-party service organisations; • for all investments in the portfolio, agreeing investment holdings to an independent custodian confirmation and an independent depositary confirmation in order to obtain comfort over existence and ownership; • for all investments in the portfolio, comparing to market prices independently obtained from a source vendor and recalculating the investment valuations as at the year-end; and • for all investments in the portfolio, assessing the frequency of trading to identify any prices that have not changed and testing whether the listed price is a valid fair value to ensure appropriateness of fair value classification. Our observations We have no matters to communicate with regards to the valuation, existence and ownership of the investment portfolio held at 30th September 2022. Valuation, existence and ownership of the investment portfolio (as described on page 47 in the Report of the Audit Committee and as per the accounting policy set out on page 67). Investments held as of 30th September 2022 were valued at £358,303,000 as at 30th September 2022 (2021: £448,721,000). The investment portfolio comprises of mainly level one investments. These are measured in accordance with the requirements of UK GAAP and the Statement of Recommended Practice issued by the Association of Investment Companies. Investments make up 99.9% of the net asset value of the Company as of 30th September 2022 (99.7% of the net asset value as of 30th September 2021) and are considered to be the key driver of the performance of the Company. The investments are made up of quoted investments that are classified upon initial recognition as held at fair value through profit or loss, and are measured initially and subsequently at fair value which is based on their quoted bid prices at the close of business on the year-end date. There is a risk that investments recorded might not exist or might not be owned by the Company. Although the investments are valued at quoted bid prices, there is a risk that errors in valuation can have a significant impact on the numbers presented. We therefore identified valuation, existence and ownership of investments as a key audit matter as it had the greatest effect on our overall audit strategy and allocation of resources.
Independent Auditor’s Report 58 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Independent Auditor’s Report Our application of materiality and an overview of the scope of our audit The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and on the financial statements as a whole. Based on our professional judgment, we determined materiality for the financial statements as a whole as follows: £3,586,000 (2021: £4,502,000). 1% of net assets. Net assets have been identified as the principal benchmark within the financial statements as they are considered to be the main focus of the shareholders. Whilst valuation processes for these investments are not considered to be complex, there is a risk that errors in valuation could cause a material misstatement. 1% has been chosen as it is a generally accepted auditing practice for investment trust audits and the Company is a public interest entity. Performance materiality is set to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements in the financial statements exceeds materiality for the financial statements as a whole. On the basis of our risk assessments and together with our assessment of the overall control environment, we determined 70% of overall materiality, amounting to £2,510,000, to be appropriate performance materiality. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £108,000 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. As part of designing our audit, we assessed the risk of material misstatement in the financial statements, whether due to fraud or error, and then designed and performed audit procedures responsive to those risks. In particular, we looked at where the Directors made subjective judgments, such as assumptions on significant accounting estimates. We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole. We used the outputs of our risk assessment, our understanding of the Company, its environment, controls, and critical business processes, to consider qualitative factors to ensure that we obtained sufficient coverage across all financial statement line items. Other information The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Overall materiality How we determined it Rationale for benchmark applied Performance materiality Reporting threshold
Independent Auditor’s Report J.P. Morgan Asset Management 59 Independent Auditor’s Report Opinions on other matters prescribed by the Companies Act 2006 In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: • the information given in the strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal requirements; • the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements; and • information about the Company’s corporate governance code and practices and about its administrative, Management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules. Matters on which we are required to report by exception In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the: • strategic report or the Directors’ report; or • information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit; or • a corporate governance statement has not been prepared by the Company. Corporate governance statement The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Statement specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: • Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified, set out on page 47; • Directors’ explanation as to its assessment of the entity’s prospects, the period this assessment covers and why the period is appropriate, set out on pages 34; • Directors’ statement on fair, balanced and understandable, set out on page 48; • Board’s confirmation that it has carried out a robust assessment of the e-merging and principal risks, set out on pages 31 to 33; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems, set out on pages 44 and 45; and • The section describing the work of the Audit Committee, set out on page 47.
Independent Auditor’s Report 60 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Independent Auditor’s Report Responsibilities of Directors As explained more fully in the Directors’ responsibilities statement set out on page 54, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006, the Listing Rules, UK Corporate Governance Code, the Association of Investment Companies’ Code and Statement of Recommended Practice, Section 1158 of the Corporation Tax Act 2010, HMRC Investment Trust conditions and The Companies (Miscellaneous Reporting) Regulations 2018. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: • Gaining an understanding of the legal and regulatory framework applicable to the Company, the industry in which they operate, and the structure of the Company, and considering the risk of acts by the Company which were contrary to the applicable laws and regulations, including fraud; • Inquiring of the Directors, Management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; • Inspecting correspondence with relevant licensing or regulatory authorities; • Reviewing minutes of Directors’ meetings in the year; and • Discussing amongst the engagement team the laws and regulations listed above, and remaining alert to any indications of non-compliance. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as the Statement of Recommended Practice issued by the Association of Investment Companies, the Companies Act 2006 and UK tax legislation. In addition, we evaluated the Directors’ and Management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, particularly in relation to revenue recognition (which we pinpointed to the completeness, accuracy and cut-off assertions), and significant one-off or unusual transactions.
Independent Auditor’s Report J.P. Morgan Asset Management 61 Independent Auditor’s Report Our procedures in relation to fraud included but were not limited to: • Making enquiries of the Directors and Management on whether they had knowledge of any actual, suspected or alleged fraud; • Gaining an understanding of the internal controls established to mitigate risks related to fraud; • Discussing amongst the engagement team the risks of fraud; and • Addressing the risks of fraud through management override of controls by designing and performing procedures including journal entry testing. The primary responsibility for the prevention and detection of irregularities, including fraud, rests with both those charged with governance and Management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. The risks of material misstatement that had the greatest effect on our audit are discussed in the ‘Key audit matters’ section of this report. A further description of our responsibilities is available on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities . This description forms part of our auditor’s report. Other matters which we are required to address Following the recommendation of the Audit Committee, we were appointed by the Board on 15th November 2019 to audit the financial statements for the year ended 30th September 2020 and subsequent financial periods. The period of total uninterrupted engagement is three years, covering the years ended 30th September 2020 to 30th September 2022. The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit. Our audit opinion is consistent with our additional report to the Audit Committee. Use of the audit report This report is made solely to the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the Company’s members as a body for our audit work, for this report, or for the opinions we have formed. Stephen Eames Senior Statutory Auditor for and on behalf of Mazars LLP Chartered Accountants and Statutory Auditor The Pinnacle 160 Midsummer Boulevard Milton Keynes MK9 1FF 15th December 2022
Financial Statements Image: Aerial View of Cikubang Bridge at Sunrise, the Longest Active Train Bridge in Indonesia, Bandung, West Java, Asia.
J.P. Morgan Asset Management 63 Statement of Comprehensive Income Financial Statements For the year ended 30th September 2022 2022 2021 Revenue Capital Total Revenue Capital Total Notes £’000 £’000 £’000 £’000 £’000 £’000 (Losses)/gains on investments held at fair value through profit or loss 3 — (75,909) (75,909) — 50,965 50,965 Net foreign currency gains/(losses) — 220 220 — (151) (151) Income from investments 4 7,882 — 7,882 6,799 — 6,799 Interest receivable and similar income 4 102 — 102 51 — 51 Gross return/(loss) 7,984 (75,689) (67,705) 6,850 50,814 57,664 Management fee 5 (2,155) — (2,155) (2,727) — (2,727) Other administrative expenses 6 (698) — (698) (697) (90) (787) Net return/(loss) before finance costs and taxation 5,131 (75,689) (70,558) 3,426 50,724 54,150 Finance costs 7 (43) — (43) (41) — (41) Net return/(loss) before taxation 5,088 (75,689) (70,601) 3,385 50,724 54,109 Taxation 8 (125) (389) (514) (670) (171) (841) Net return/(loss) after taxation 4,963 (76,078) (71,115) 2,715 50,553 53,268 Return/(loss) per share 9 5.09p (77.95)p (72.86)p 2.84p 52.81p 55.65p A fourth quarterly dividend of 3.7p (2021: 4.6p) per share has been declared in respect of the year ended 30th September 2022, totalling £3,569,000 (2021: £ 4,494,000). Further details are given in note 10 on page 72. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year. The ‘Total’ column of this statement is the profit and loss account of the Company and the ‘Revenue’ and ‘Capital’ columns represent supplementary information prepared under guidance issued by the Association of Investment Companies. The net return/(loss) after taxation represents the profit/(loss) for the year and also the total comprehensive income. The notes on pages 67 to 83 form part of these financial statements.
64 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Statement of Changes in Equity Financial Statements For the year ended 30th September 2022 Called up Exercised Capital share Share warrant redemption Capital Revenue capital premium reserve reserve reserves 1 reserve 1 Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 At 30th September 2020 23,762 31,646 977 25,121 315,134 — 396,640 Issue of Ordinary shares 687 12,980 — — — — 13,667 Issue of shares from Treasury — 2,079 — — 2,892 — 4,971 Repurchase of shares into Treasury — — — — (299) — (299) Net return — — — — 50,553 2,715 53,268 Dividends paid in the year (note 10) — — — — (15,332) (2,715) (18,047) At 30th September 2021 24,449 46,705 977 25,121 352,948 — 450,200 Repurchase of shares into Treasury — — — — (3,534) — (3,534) Net (loss)/return — — — — (76,078) 4,963 (71,115) Dividends paid in the year (note 10) — — — — (12,028) (4,963) (16,991) At 30th September 2022 24,449 46,705 977 25,121 261,308 — 358,560 1 These reserves form the distributable reserves of the Company and may be used to fund distributions to investors. The notes on pages 67 to 83 form an integral part of financial statements.
J.P. Morgan Asset Management 65 Statement of Financial Position Financial Statements At 30th September 2022 2022 2021 Notes £’000 £’000 Fixed assets Investments held at fair value through profit or loss 11 358,303 448,721 Current assets 12 Derivative financial assets 2 — Debtors 587 507 Cash and cash equivalents 454 1,496 1,043 2,003 Current liabilities 13 Creditors: amounts falling due within one year (786) (524) Net current assets 257 1,479 Total assets less current liabilities 358,560 450,200 Net assets 358,560 450,200 Capital and reserves Called up share capital 14 24,449 24,449 Share premium 15 46,705 46,705 Exercised warrant reserve 15 977 977 Capital redemption reserve 15 25,121 25,121 Capital reserves 15 261,308 352,948 Total equity shareholders’ funds 358,560 450,200 Net asset value per share 16 370.6p 460.7p The financial statements on pages 63 to 66 were approved and authorised for issue by the Board of Directors on 15th December 2022 and signed on their behalf by: Bronwyn Curtis OBE Director The notes on pages 67 to 83 form an integral part of these financial statements. The Company is registered in England and Wales. Company registration number: 3374850.
66 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Statement of Cash Flows Financial Statements For the year ended 30th September 2022 2022 2021 Notes £’000 £’000 Net cash outflow from operations before dividends and interest 17 (2,761) (3,346) Dividends received 17 7,007 6,327 Interest received 4 10 3 Overseas taxation recovered 272 23 Interest paid 7 (43) (40) Net cash inflow from operating activities 4,485 2,967 Purchases of investments (196,879) (166,687) Sales of investments 211,835 160,862 Settlement of foreign currency trades (4) (111) Net cash inflow/(outflow) from investing activities 14,952 (5,936) Dividends paid 10 (16,991) (18,047) Ordinary Shares issued (including from Treasury) — 18,638 Repurchase of shares into Treasury (3,679) — Net cash (outflow)/inflow from financing activities (20,670) 591 Decrease in cash and cash equivalents (1,233) (2,378) Cash and cash equivalents at start of year 1,496 3,966 Unrealised return/(loss) on foreign currency cash and cash equivalents 191 (92) Cash and cash equivalents at end of year 454 1,496 Cash and cash equivalents consist of: Cash and short term deposits 445 532 Cash held in JPMorgan US Dollar Liquidity Fund 9 964 Total 454 1,496 Reconciliation of net debt As at Other As at 30th September non-cash 30th September 2021 Cash flows charges 2022 £’000 £’000 £’000 £’000 Cash and cash equivalents Cash 532 (299) 212 445 Cash equivalents 964 (934) (21) 9 Total 1,496 (1,233) 191 454 The notes on pages 67 to 83 form an integral part of these financial statements.
J.P. Morgan Asset Management 67 Notes to the Financial Statements Financial Statements For the year ended 30th September 2022 General Information The address of its registered office is at 60 Victoria Embankment, London EC4Y 0JP. The principal activity of the Company is investing in securities as set out in the Company’s Objective and Investment Policies. The Company was incorporated and was admitted to the Main market of the London Stock Exchange in September 1997. The Company changed its name from JPMorgan Asian Investment Trust plc to JPMorgan Asia Growth & Income plc on 14th February 2020. 1. Accounting policies (a) Basis of accounting The financial statements are prepared under the historical cost convention, modified to include fixed asset investments at fair value, and in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice (‘UK GAAP’), including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and with the Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (the ‘SORP’) issued by the Association of Investment Companies in April 2021. All of the Company’s operations are of a continuing nature. The financial statements have been prepared on a going concern basis. In forming this opinion, the Directors have considered any potential impact of the COVID-19 pandemic (although it is noted that any negative impact is now much reduced), the direct and indirect consequences arising from the Russian invasion of Ukraine and the geopolitical uncertainty in China on the going concern and viability of the Company. The Directors have also reviewed the compliance with debt covenants in assessing the going concern and viability of the Company. The Directors have also reviewed income and expense projections and the liquidity of the investment portfolio in making their assessment. Finally, the Board has also taken into account the fact that the Company has a continuation vote to be considered by shareholders at the Company’s 2023 Annual General Meeting and the likelihood of shareholders voting in favour of continuation. Having consulted the Company’s major shareholders through the remit of its advisers, the Directors have a reasonable belief that the continuation vote will be supported by the majority of shareholders. The disclosures on going concern on page 47 of the Directors’ Report form part of these financial statements. The policies applied in these financial statements are consistent with those applied in the preceding year. (b) Valuation of investments The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments. The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. The portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment strategy and information is provided internally on that basis to the Company’s Board of Directors. Accordingly, upon initial recognition the investments are treated by the Company as ‘held at fair value through profit or loss’. They are included initially at fair value which is taken to be their cost, excluding expenses incidental to purchase which are written off to capital at the time of acquisition. Subsequently the investments are valued at fair value, which are quoted bid prices for investments traded in active markets. For investments which are not traded in active markets, unlisted and restricted investments, the Board takes into account the latest traded prices, other observable market data and asset values based on the latest management accounts. All purchases and sales are accounted for on a trade date basis. (c) Accounting for reserves Gains and losses on investments held at fair value through profit or loss comprises of Gains and losses on sales of investments, Investment holding gains and losses and Other capital charges. Gains and losses on sales of investments including the related foreign exchange gains and losses, realised gains and losses on foreign currency, management fee and finance costs allocated to capital and any other capital charges, are included in the Statement of Comprehensive Income and dealt with in capital reserves within ‘Gains and losses on sales of investments’. Increases and decreases in the valuation of investments held at the year end including the related foreign exchange gains and losses, are included in the Statement of Comprehensive Income and dealt with in capital reserves within ‘Investment holding gains and losses’. Amounts received in excess of the par value of issued shares are held in Share premium. Par value of shares repurchased and cancelled by the Company are transferred from Called up share capital to the Capital redemption reserve. Net revenue return after taxation for the year is accounted for in the Revenue reserve.
68 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Notes to the Financial Statements Financial Statements 1. Accounting policies (continued) (d) Income Dividends receivable from equity shares are included in revenue on an ex-dividend basis except where, in the opinion of the Board, the dividend is capital in nature, in which case it is included in capital. Overseas dividends are included gross of any withholding tax. Special dividends are looked at individually to ascertain the reason behind the payment. This will determine whether they are treated as revenue or capital. Where the Company has elected to receive scrip dividends in the form of additional shares rather than in cash, the amount of the cash dividend foregone is recognised in revenue. Any excess in the value of the shares received over the amount of the cash dividend is recognised in capital. Interest receivable is taken to revenue on an accruals basis. Stock lending income is taken to revenue on an accruals basis. In all cases securities lent continue to be recognised in the Statement of Financial Position. (e) Expenses All expenses are accounted for on an accruals basis. Expenses are allocated wholly to the revenue with the following exceptions: – Expenses incidental to the purchase and sale of an investment are charged to capital. These expenses are commonly referred to as transaction costs and comprise brokerage commission and stamp duty. Details of transaction costs are given in note 11 on page 73. (f) Finance costs Finance costs are accounted for on an accruals basis using the effective interest method. Finance costs are allocated wholly to revenue. (g) Financial instruments Cash and cash equivalents may comprise cash including demand deposits which are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Liquidity funds are considered cash equivalents as they are held for cash management purposes as an alternative to cash. Other debtors and creditors do not carry any interest, are short term in nature and are accordingly stated at nominal value, with debtors reduced by appropriate allowances for estimated irrecoverable amounts. Bank loans are classified as financial liabilities measured at amortised cost. They are initially measured as proceeds and subsequently measured at amortised cost. Interest payable on the bank loan is accounted for on an accruals basis in the Statement of Comprehensive Income. Derivative financial instruments, including short term forward currency contracts are valued at fair value, which is the net unrealised gain or loss, and are included in current assets or current liabilities in the Statement of Financial Position. Changes in the fair value of derivative financial instruments are recognised in the Statement of Comprehensive Income as capital. (h) Taxation Current tax is provided at the amounts expected to be paid or recovered. The tax effect of different items of income and expenditure is allocated between revenue and capital on the same basis as the particular item to which it relates, under the marginal method, using the Company’s effective tax rate for the accounting period. Deferred tax is provided on all timing differences that have originated but not reversed by the balance sheet date. Deferred tax liabilities are recognised for all taxable timing differences but deferred tax assets are only recognised to the extent that it is more likely than not that taxable profits will be available against which those timing differences can be utilised. Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates that have been enacted or substantively enacted at the balance sheet date and is measured on an undiscounted basis. The Company incurs withholding taxes imposed by certain countries on investment income and capital gains. Such income or gains are recorded gross of withholding taxes in the statement of comprehensive income. Withholding taxes are shown as ‘taxation’ in the statement of comprehensive income.
J.P. Morgan Asset Management 69 Notes to the Financial Statements Financial Statements (i) Value Added Tax (‘VAT’) Expenses are disclosed inclusive of the related irrecoverable VAT. Recoverable VAT is calculated using the partial exemption method based on the proportion of zero rated supplies to total supplies. (j) Foreign currency The Company is required to identify its functional currency, being the currency of the primary economic environment in which the Company operates. The Board, having regard to the currency of the Company’s share capital and the predominant currency in which its shareholders operate, has determined that sterling is the functional currency. Sterling is also the currency in which the financial statements are presented. Transactions denominated in foreign currencies are converted at actual exchange rates at the date of the transaction. Monetary assets, liabilities and equity investments held at fair value, denominated in foreign currencies at the year end are translated at the rates of exchange prevailing at the year end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included in the Statement of Comprehensive Income as an exchange gain or loss in revenue or capital, depending on whether the gain or loss is of a revenue or capital nature. (k) Dividends payable Dividends are not recognised in the accounts unless there is an obligation to pay at the balance sheet date. As a result interim dividends declared or paid after the year end are not recognised in the financial statements until they have been paid. (l) Repurchases of ordinary shares for cancellation or to be held in Treasury The cost of repurchasing ordinary shares (for cancellation or to be held in Treasury), including the related stamp duty and transactions costs is charged to ‘Capital reserves’ and dealt with in the Statement of Changes in Equity. Share repurchase transactions are accounted for on a trade date basis. For shares that are repurchased for cancellation, and for shares held in Treasury that are subsequently cancelled, the nominal value of ordinary share capital repurchased and cancelled is transferred out of ‘Called up share capital’ and into ‘Capital redemption reserve’. Should shares held in Treasury be reissued, the sales proceeds will be treated as a realised profit up to the amount of the purchase price of those shares and will be transferred to capital reserves. The excess of the sales proceeds over the purchase price will be transferred to share premium. (m) Segmental reporting The Board are of the opinion that the Company is engaged in a single segment of business, being investment in Asian equities. 2. Significant accounting judgements, estimates and assumptions The preparation of the Company’s financial statements on occasion requires the Directors to make judgements, estimates and assumptions that affect the reported amounts in the primary financial statements and the accompanying disclosures. These assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in the current and future periods, depending on circumstance. The Directors do not believe that any significant accounting judgements or estimates have been applied to this set of financial statements, that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year. 3. (Losses)/gains on investments held at fair value through profit or loss 2022 2021 £’000 £’000 Realised gains on sales of investments 31,211 25,049 Net change in unrealised gains and losses on investments (107,092) 25,940 Other capital charges (28) (24) Total capital (losses)/gains on investments held at fair value through profit or loss (75,909) 50,965
70 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Notes to the Financial Statements Financial Statements 4. Income 2022 2021 £’000 £’000 Income from investments: Overseas dividends 7,882 6,642 Scrip dividends — 157 7,882 6,799 Interest receivable and similar income: Stock lending 92 48 Interest from liquidity fund 10 3 102 51 Total income 7,984 6,850 5. Management fee 2022 2021 £’000 £’000 Management fee 2,155 2,727 Details of the management fee are given in the Directors’ Report on page 39. 6. Other administrative expenses 2022 2021 £’000 £’000 Administration expenses 275 349 Custody fees 169 181 Directors’ fees 1 169 169 Depositary fees 50 55 Auditor’s remuneration for audit services 35 33 Total 698 787 1 Full disclosure is given in the Directors’ Remuneration Report on pages 50 to 52. 7. Finance costs 2022 2021 £’000 £’000 Interest on bank loans and overdrafts 43 41
J.P. Morgan Asset Management 71 Notes to the Financial Statements Financial Statements 8. Taxation (a) Analysis of tax charge for the year 2022 2021 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Overseas withholding tax 536 — 536 841 — 841 Tax relief on expenses charged to capital (411) 411 — (171) 171 — Capital gains tax — (22) (22) — — — Total tax charge for the year 125 389 514 670 171 841 (b) Factors affecting total tax charge for the year The tax charge for the year is higher (2021: higher) than the Company’s applicable rate of corporation tax of 19.0% (2021: 19.0%). The factors affecting the total tax charge for the year are as follows: 2022 2021 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’000 Net return/(loss) before taxation 5,088 (75,689) (70,601) 3,385 50,724 54,109 Net return/(loss) before taxation multiplied by the Company’s applicable rate of corporation tax of 19.0% (2021: 19.0%) 967 (14,381) (13,414) 643 9,638 10,281 Effects of: Non taxable capital (losses)/gains — 14,381 14,381 — (9,655) (9,655) Non taxable scrip dividends — — — (23) — (23) Non taxable overseas dividends (1,498) — (1,498) (1,262) — (1,262) Tax relief on taxable capital gains (411) 411 — (188) 188 — Unrelieved expenses 531 — 531 659 — 659 Overseas withholding tax 536 — 536 841 — 841 Capital gains tax — (22) (22) — — — Total tax charge for the year 125 389 514 670 171 841 (c) Deferred taxation The Company has an unrecognised deferred tax asset of £7,800,000 (2021: £7,642,000) based on a prospective corporation tax rate of 25% as enacted by the Finance Act 2021 (2021: 25%). The deferred tax asset has arisen due to the cumulative excess of deductible expenses over taxable income. Given the composition of the Company’s portfolio, it is not likely that this asset will be utilised in the foreseeable future and therefore no asset has been recognised in the financial statements. Due to the Company’s status as an investment trust company and the intention to continue meeting the conditions required to maintain such status in the foreseeable future, the Company has not provided for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
72 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Notes to the Financial Statements Financial Statements 9. (Loss)/return per share 2022 2021 £’000 £’000 Revenue return 4,963 2,715 Capital (loss)/return (76,078) 50,553 Total (loss)/return (71,115) 53,268 Weighted average number of shares in issue during the year 97,596,359 95,724,531 Revenue return per share 5.09p 2.84p Capital (loss)/return per share (77.95)p 52.81p Total (loss)/return per share (72.86)p 55.65p 10. Dividends (a) Dividends paid and declared 2022 2021 £’000 £’000 Dividends paid 2021 fourth quarterly dividend of 4.6p (2020: 4.2p) 4,494 3,951 First quarterly dividend of 4.5p (2021: 4.8p) 4,396 4,537 Second quarterly dividend of 4.2p (2021: 4.9p) 4,103 4,690 Third quarterly dividend of 4.1p (2021: 5.0p) 3,998 4,869 Total dividends paid in the period 16,991 18,047 Dividend declared Fourth quarterly dividend declared of 3.7p (2021: 4.6p) per share 3,569 4,494 A fourth quarterly dividend of 3.7p has been declared and was paid on 23rd November 2022 for the financial year ended 30th September 2022. The fourth quarterly dividend has not been included as a liability in the financial statements. In accordance with the accounting policy of the Company, this dividend will be reflected in the financial statements for the year ending 30th September 2023. (b) Dividend for the purposes of Section 1158 of the Corporation Tax Act 2010 (‘Section 1158’) The requirements of Section 1158 are considered on the basis of the dividend proposed in respect of the financial year, shown below. The aggregate of the distributable reserves is £252,678,000 (2021: £237,228,000). 2022 2021 £’000 £’000 First quarterly dividend of 4.5p (2021: 4.8p) 4,396 4,537 Second quarterly dividend of 4.2p (2021: 4.9p) 4,103 4,690 Third quarterly dividend of 4.1p (2021: 5.0p) 3,998 4,869 Fourth quarterly dividend declared of 3.7p (2021: 4.6p) 3,569 4,494 Total dividends for Section 1158 purposes 16,066 18,590 The aggregate of the distributable reserves after the payment of the final dividend will amount to £249,110,000 (2021: £232,733,000).
J.P. Morgan Asset Management 73 Notes to the Financial Statements Financial Statements 11. Investments held at fair value through profit or loss 2022 2021 £’000 £’000 Investments listed on a recognised stock exchange 358,303 448,721 Opening book cost 333,002 304,362 Opening investment holding gains 115,719 89,779 Opening valuation 448,721 394,141 Movements in the year: Purchases at cost 197,328 164,473 Sales proceeds (211,865) (160,882) (Losses)/gains on investments (75,881) 50,989 358,303 448,721 Closing book cost 349,676 333,002 Closing investment holding gains 8,627 115,719 Total investments held at fair value through profit or loss 358,303 448,721 The company received £211,865,000 (2021: £160,882,000) from investments sold in the year. The book cost of these investments when they were purchased was £180,657,000 (2021: £135,821,000). These investments have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments. Transaction costs on purchases during the year amounted to £242,000 (2021: £227,000) and on sales during the year amounted to £428,000 (2021: £302,000). These costs comprise mainly brokerage commission. 12. Current assets Derivative financial assets 2022 2021 £’000 £’000 Forward foreign currency contracts 2 — Debtors 2022 2021 £’000 £’000 Dividends and interest receivable 512 441 Overseas tax recoverable 39 25 Other debtors 18 28 VAT recoverable 18 13 Total 587 507 The Directors consider that the carrying amount of debtors approximates to their fair value. Cash and cash equivalents Cash and cash equivalents comprise bank balances, short term deposits and liquidity funds. The carrying amount of these represents their fair value.
74 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Notes to the Financial Statements Financial Statements 13. Current liabilities 2022 2021 £’000 £’000 Creditors: amounts falling due within one year Securities purchased awaiting settlement 449 — Other creditors and accruals 158 196 Repurchase of the Company’s own shares awaiting settlement 154 299 Overseas tax provision 22 26 Loan interest payable 3 3 Total 786 524 The Directors consider that the carrying amount of creditors falling due within one year approximates to their fair value. During the year the Company had in place a £10 million three year unsecured multicurrency revolving loan facility with Scotiabank Limited with an option to increase up to £40 million. This facility permits the Manager to apply modest gearing when conditions warrant but with lower commitment fee payments when the facility is unused. During the year to 30th September 2022, £nil (2021: £nil) was drawn down and £nil (2021: £nil) was repaid. As at 30th September 2022, the Company had £nil drawn down on the facility. Since the year end, the Company has renewed its £10 million facility with Scotiabank for a further year. 14. Called up share capital 2022 2021 £’000 £’000 Issued and fully paid share capital: Ordinary shares of 25p each 1 Opening balance of 97,725,197 (2021: 94,081,493) shares of 25p each excluding shares held in Treasury 24,431 23,521 Issue of nil shares (2021: 2,750,000) — 687 Re-issue of nil shares from Treasury (2021: 965,500) — 241 Repurchase of 968,929 shares into Treasury (2021: 71,796) (242) (18) Closing Balance of 96,756,268 (2021: 97,725,197) shares of 25p each excluding shares held in Treasury 24,189 24,431 Opening balance of 71,796 (2021: 965,500) shares held in Treasury 18 241 Re-issue of nil shares from Treasury (2021: 965,500) — (241) Repurchase of 968,929 shares into Treasury (2021: 71,796) 242 18 Closing balance of 1,040,725 (2021: 71,796) shares held in Treasury 260 18 Closing balance of 97,796,993 (2021: 97,796,993) shares of 25p each including shares held in Treasury 24,449 24,449 1 Fully paid ordinary shares, which have a par value of 25p each, carry one vote per share and carry a right to receive dividends. Further details of transactions in the Company’s shares are given in the Business Review on pages 27 to 30.
J.P. Morgan Asset Management 75 Notes to the Financial Statements Financial Statements 15. Capital and reserves Capital reserves Gains and Investment Called up Exercised Capital losses on holding share Share warrant redemption sales of gains and Revenue capital premium reserve reserve investments 1 losses reserve 1 Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Opening balance 24,449 46,705 977 25,121 237,228 115,720 — 450,200 Net gains on foreign currency transactions — — — — 218 — — 218 Unrealised gains on forward foreign currency contracts from prior period now realised — — — — — 2 — 2 Realised gains on sale of investments — — — — 31,211 — — 31,211 Net change in unrealised gains and losses on investments — — — — — (107,092) — (107,092) Repurchase of shares into Treasury — — — — (3,534) — — (3,534) Other capital charges — — — — (28) — — (28) Tax relief on expenses charged to capital — — — — (411) — — (411) Tax refund to capital — — — — 22 — — 22 Dividends paid in the year — — — — (12,028) — (4,963) (16,991) Retained revenue for the year — — — — — — 4,963 4,963 Closing balance 24,449 46,705 977 25,121 252,678 8,630 — 358,560 1 These reserves form the distributable reserves of the Company and may be used to fund distributions to investors. 16. Net asset value per share 2022 2021 Net assets (£’000) 358,560 450,200 Number of shares in issue 96,756,268 97,725,197 Net asset value per share 370.6p 460.7p 17. Reconciliation of net (loss)/return before finance costs and taxation to net cash outflow from operations before dividends and interest 2022 2021 £’000 £’000 Net (loss)/return before finance costs and taxation (70,558) 54,150 Add capital loss/(less capital return) before finance costs and taxation 75,689 (50,724) Scrip dividends received as income — (157) (Increase)/decrease in accrued income and other debtors (76) 550 (Decrease)/increase in accrued expenses (26) 61 Overseas withholding tax (804) (863) Expenses charged to capital — (90) Dividends received (7,007) (6,327) Interest received (10) (3) Realised (loss)/gain on foreign currency transactions (166) 86 Realised exchange gain/(loss) on Liquidity 197 (29) Net cash outflow from operating activities (2,761) (3,346) 18. Contingent liabilities and capital commitments At the balance sheet date there were no contingent liabilities or capital commitments (2021: same).
76 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Notes to the Financial Statements Financial Statements 19. Transactions with the Manager and related parties Details of the management contract are set out in the Directors’ Report on page 39. The management fee payable to the Manager for the year was £2,155,000 (2021: £2,727,000) of which £nil (2021: £nil) was outstanding at the year end. During the year £2,000 (2021: £nil), was payable to the Manager for the administration of savings scheme products, of which £nil (2021: £nil) was outstanding at the year end. Safe custody fees amounting to £169,000 (2021: £181,000) were payable to JPMorgan Chase Bank N.A. during the year of which £42,000 (2021: £93,000) was outstanding at the year end. The Manager may carry out some of its dealing transactions through group subsidiaries. These transactions are carried out at arm’s length. The commission payable to JPMorgan Securities Limited for the year was £7,000 (2021: £1,000) of which £nil (2021: £nil) was outstanding at the year end. Handling charges on dealing transactions amounting to £28,000 (2021: £24,000) were payable to JPMorgan Chase Bank N.A. during the year of which £7,000 (2021: £9,000) was outstanding at the year end. During the year the Company held cash in the JPMorgan US Dollar Liquidity Fund, which is managed by JPMorgan. At the year end this was valued at £9,000 (2021: £964,000). Interest amounting to £10,000 (2021: £3,000) was receivable during the year of which £nil (2021: £nil) was outstanding at the year end. Stock lending income amounting to £92,000 (2021: £48,000) were receivable by the Company during the year. JPMAM commissions in respect of such transactions amounted to £10,000 (2021: £5,000). At the year end, total cash of £445,000 (2021: £532,000) was held with JPMorgan Chase Bank N.A. A net amount of interest of £nil (2021: £nil) was receivable by the Company during the year of which £nil (2021: £nil) was outstanding at the year end. Full details of Directors’ remuneration and shareholdings can be found on pages 50 to 52 and in note 6 on page 70. 20. Disclosures regarding financial instruments measured at fair value The fair value hierarchy disclosures required by FRS 102 are given below. The Company’s financial instruments within the scope of FRS 102 that are held at fair value comprise its investment portfolio and derivative financial instruments. The investments are categorised into a hierarchy consisting of the following three levels: (1) The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date The best evidence of fair value is a quoted price for an identical asset in an active market. Quoted in an active market in this context means quoted prices are readily and regularly available and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted price is usually the current bid price. (2) Inputs other than quoted prices included within Level 1 that are observable (i.e.: developed using market data) for the asset or liability, either directly or indirectly When quoted prices are unavailable, the price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant change in economic circumstances or a significant lapse of time since the transaction took place. If the entity can demonstrate that the last transaction price is not a good estimate of fair value (e.g. because it reflects the amount that an entity would receive or pay in a forced transaction, involuntary liquidation or distress sale), that price is adjusted. (3) Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability If the market for the asset is not active and recent transactions of an identical asset on their own are not a good estimate of fair value, an entity estimates the fair value by using a valuation technique. The objective of using a valuation technique is to estimate what the transaction price would have been on the measurement date in an arm’s length exchange motivated by normal business considerations. Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant asset. Details of the valuation techniques used by the Company are given in note 1(b) on page 67.
J.P. Morgan Asset Management 77 Notes to the Financial Statements Financial Statements The following table sets out the fair value measurements using the FRS 102 hierarchy at 30th September. 2022 2021 Assets Liabilities Assets Liabilities £’000 £’000 £’000 £’000 Level 1 356,112 — 444,433 — Level 2 1 2,193 — 4,288 — Total 358,305 — 448,721 — 1 Includes investment in Berlian Laju Tanker, JPMorgan Vietnam Opportunities Fund, an Open Ended Investment Company (OEIC) and forward foreign currency contracts. There were no transfers between Level 1, 2 or 3 during the year (2021: The investment in Berlian Laju Tanker transferred from Level 1 to Level 2 due to a lack of trading volumes and the low liquidity of the stock). 21. Financial instruments’ exposure to risk and risk management policies As an investment trust, the Company invests in equities for the long term so as to secure its investment objective stated on the ‘Features’ page. In pursuing this objective, the Company is exposed to a variety of financial risks that could result in a reduction in the Company’s net assets or a reduction in the profits available for dividends. These financial risks include market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The Directors’ policy for managing these risks is set out below. The Company Secretary, in close cooperation with the Board and the Manager, coordinates the Company’s risk management policy. The objectives, policies and processes for managing the risks and the methods used to measure the risks that are set out below, have not changed from those applying in the comparative year. The Company’s classes of financial instruments are as follows: – investments in equity shares and participatory notes of overseas companies, which are held in accordance with the Company’s investment objective; – cash held within a liquidity fund; – short term debtors, creditors and cash arising directly from its operations; – derivative financial instruments including forward currency contracts; and – a multicurrency loan facility. (a) Market risk The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. Information to enable an evaluation of the nature and extent of these three elements of market risk is given in parts (i) to (iii) of this note, together with sensitivity analyses where appropriate. The Board reviews and agrees policies for managing these risks and these policies have remained unchanged from those applying in the comparative year. The Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis. (i) Currency risk Certain of the Company’s assets, liabilities and income are denominated in currencies other than sterling which is the Company’s functional currency and presentation currency. As a result, movements in exchange rates may affect the sterling value of those items.
78 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Notes to the Financial Statements Financial Statements 21. Financial instruments’ exposure to risk and risk management policies (continued) (a) Market risk (continued) (i) Currency risk (continued) Management of currency risk The Manager monitors the Company’s exposure to foreign currencies on a daily basis and reports to the Board, which meets on at least four occasions each year. The Manager measures the risk to the Company of this exposure by considering the effect on the Company’s net asset value and income of a movement in rates of exchange to which the Company’s assets, liabilities, income and expenses are exposed. Income denominated in foreign currencies is converted to sterling on receipt. Foreign currency borrowing may be used to limit the Company’s exposure to changes in exchange rates which might otherwise adversely affect the value of the portfolio of investments. The Company may use short term forward currency contracts to manage working capital requirements. Foreign currency exposure The fair value of the Company’s monetary items that have foreign currency exposure at 30th September are shown below. Where the Company’s equity investments (which are not monetary items) are priced in a foreign currency, they have been included separately in the analysis so as to show the overall level of exposure. 2022 Hong South Kong Korea Singapore Taiwan Thailand India Indonesia US Dollar Won Dollar Dollar Baht Rupee Rupiah Dollar Other Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Current assets 317 627 1 180 — 64 — 209 1 1,399 Creditors (162) (449) — (22) — — — (447) — (1,080) Foreign currency exposure on net monetary items 155 178 1 158 — 64 — (238) 1 319 Investments held at fair value through profit or loss 121,972 56,112 12,789 57,255 2,686 48,429 19,724 7,366 31,972 358,305 Total net foreign currency exposure 122,127 56,290 12,790 57,413 2,686 48,493 19,724 7,128 31,973 358,624 2021 Hong South Kong Korea Singapore Taiwan Thailand India Indonesia US Dollar Won Dollar Dollar Baht Rupee Rupiah Dollar Other Total £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Current assets 306 122 — 177 — 25 — 1,213 33 1,876 Creditors — — — (26) — — — — — (26) Foreign currency exposure on net monetary items 306 122 — 151 — 25 — 1,213 33 1,850 Investments held at fair value through profit or loss 156,965 77,382 14,302 69,381 8,146 42,207 23,716 26,397 30,226 448,722 Total net foreign currency exposure 157,271 77,504 14,302 69,532 8,146 42,232 23,716 27,610 30,259 450,572 In the opinion of the Directors, the above year end amounts are broadly representative of the exposure to foreign currency risk during the current and comparative years.
J.P. Morgan Asset Management 79 Notes to the Financial Statements Financial Statements Foreign currency sensitivity The following table illustrates the sensitivity of return after taxation for the year and net assets with regard to the Company’s monetary financial assets and financial liabilities and exchange rates. The sensitivity analysis is based on the Company’s monetary currency financial instruments held at each balance sheet date and the income receivable in foreign currency and assumes a 10% (2021: 10%) appreciation or depreciation in sterling against the currencies to which the Company is exposed to, which is considered to be a reasonable illustration based on the volatility of exchange rates during the year. 2022 2021 If sterling If sterling If sterling If sterling strengthens weakens strengthens weakens by 10% by 10% by 10% by 10% £’000 £’000 £’000 £’000 Statement of Comprehensive Income – return after taxation Revenue return (789) 789 (680) 680 Capital return (32) 32 (185) 185 Total return after taxation (821) 821 (865) 865 Net assets (821) 821 (865) 865 In the opinion of the Directors, the above sensitivity analysis is broadly representative of the whole year. (ii) Interest rate risk Interest rate movements may affect the level of income receivable on cash deposits and the liquidity fund and the interest payable on the Company’s variable rate cash borrowings. Management of interest rate risk Liquidity and borrowings are managed with the aim of increasing returns to shareholders. The Company’s actual gearing range may fluctuate between 10% net cash to 20% geared. The possible effects on cash flows that could arise as a result of changes in interest rates are taken into account when the Company borrows on its loan facility. However, amounts drawn down on this facility are for short term periods and therefore exposure to interest rate risk is not significant. Interest rate exposure The exposure of financial assets and liabilities to floating interest rates using the year end figures, giving cash flow interest rate risk when rates are reset, is shown below. 2022 2021 £’000 £’000 Exposure to floating interest rates: Cash and short term deposits 445 532 JPMorgan US Dollar Liquidity Fund 9 964 Total exposure 454 1,496 Interest receivable on cash balances, or paid on overdrafts, is at a margin below or above SONIA respectively (2021: LIBOR). The JPM US Dollar Liquidity LVNAV Fund seeks to achieve a return in line with prevailing money market rates whilst aiming to preserve capital consistent with such rates and to maintain a high degree of liquidity.
80 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Notes to the Financial Statements Financial Statements 21. Financial instruments’ exposure to risk and risk management policies (continued) (a) Market risk (continued) (ii) Interest rate risk (continued) Interest rate sensitivity The following table illustrates the sensitivity of the total return after taxation for the year and net assets to a 0.5% (2021: 0.5%) increase or decrease in interest rates in regards to the Company’s monetary financial assets and financial liabilities. This level of change is considered to be a reasonable illustration based on observation of current market conditions. The sensitivity analysis is based on the Company’s monetary financial instruments held at the balance sheet date with all other variables held constant. 2022 2021 0.5% increase 0.5% decrease 0.5% increase 0.5% decrease in rate in rate in rate in rate £’000 £’000 £’000 £’000 Statement of Comprehensive Income – return after taxation Revenue return 2 (2) 7 (7) Total return after taxation 2 (2) 7 (7) Net assets 2 (2) 7 (7) In the opinion of the Directors, this sensitivity analysis may not be representative of the Company’s future exposure to interest rate changes due to fluctuations in the level of cash balances and cash held in the liquidity fund. (iii) Other price risk Other price risk includes changes in market prices, other than those arising from interest rate risk or currency risk, which may affect the value of equity investments. Management of other price risk The Board meets on at least four occasions each year to consider the asset allocation of the portfolio and the risk associated with particular industry sectors and markets. The investment management team has responsibility for monitoring the portfolio, which is selected in accordance with the Company’s investment objectives and seeks to ensure that individual stocks meet an acceptable risk/reward profile. Other price risk exposure The Company’s total exposure to changes in market prices at 30th September comprises its holdings in equity investments as follows: 2022 2021 £’000 £’000 Investments held at fair value through profit or loss 358,303 448,721 The above data is broadly representative of the exposure to other price risk during the current and comparative year. Concentration of exposure to other price risk An analysis of the Company’s investments is given on page 24. This shows that the portfolio comprises investments quoted on Asian stock markets. Accordingly, there is a concentration of exposure to that region. However, it should also be noted that an investment may not be entirely exposed to the economic conditions in its country of domicile or of listing. Other price risk sensitivity The following table illustrates the sensitivity of the return after taxation for the year and net assets to an increase or decrease of 10% (2021: 10%) in the market value of equity investments. This level of change is considered to be a reasonable illustration based on observation of current market conditions. The sensitivity analysis is based on the Company’s equities, adjusting for changes in the management fee but with all other variables held constant.
J.P. Morgan Asset Management 81 Notes to the Financial Statements Financial Statements 2022 2021 10% increase 10% decrease 10% increase 10% decrease in fair value in fair value in fair value in fair value £’000 £’000 £’000 £’000 Statement of Comprehensive Income – return after taxation Revenue return (215) 215 (269) 269 Capital return 35,830 (35,830) 44,872 (44,872) Total return after taxation 35,615 (35,615) 44,603 (44,603) Net assets 35,615 (35,615) 44,603 (44,603) (b) Liquidity risk This is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Management of the risk Liquidity risk is not significant as the Company’s assets comprise mainly readily realisable securities, which can be sold to meet funding requirements if necessary. The Board’s policy is to use borrowings from time to time to gear the portfolio within a range of 10% net cash to 20% geared. Liquidity risk exposure Contractual maturities of the financial liabilities, based on the earliest date on which payment can be required are as follows: 2022 Within More than one year one year Total £’000 £’000 £’000 Creditors: Repurchase of the Company’s own shares awaiting settlement 154 — 154 Securities purchased for future settlement 449 — 449 Other creditors and accruals 180 — 180 Bank loan including interest 10 — 10 793 — 793 2021 Within More than one year one year Total £’000 £’000 £’000 Creditors: Repurchase of the Company’s own shares awaiting settlement 299 — 299 Other creditors and accruals 222 — 222 Bank loan including interest 43 7 50 564 7 571 The liabilities shown above represent future contractual payments and therefore may differ from the amounts shown in the Statement of Financial Position.
82 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Notes to the Financial Statements Financial Statements 21. Financial instruments’ exposure to risk and risk management policies (continued) (c) Credit risk Credit risk is the risk that the failure of the counterparty to a transaction to discharge its obligations under that transaction could result in loss to the Company. Management of credit risk Portfolio dealing The Company invests in markets that operate delivery versus payment (‘DVP’) settlement. The process of DVP mitigates the risk of losing the principal of a trade during the settlement process. The Manager continuously monitors dealing activity to ensure best execution, a process that involves measuring various indicators including the quality of trade settlement and incidence of failed trades. Counterparty lists are maintained and adjusted accordingly. Cash and cash equivalents Counterparties are subject to regular credit analysis by the Manager and deposits can only be placed with counterparties that have been approved by JPMAM’s Counterparty Risk Group. The Board regularly reviews the counterparties used by the Manager. Exposure to JPMorgan Chase JPMorgan Chase Bank, N.A. is the custodian of the Company’s assets. The Company’s assets are segregated from JPMorgan Chase’s own trading assets. Therefore these assets are designed to be protected from creditors in the event that JPMorgan Chase were to cease trading. The Depositary, Bank of New York Mellon (International) Limited, is responsible for the safekeeping of all custodial assets of the Company and for verifying and maintaining a record of all other assets of the Company. However, no absolute guarantee can be given on the protection of all the assets of the Company. Credit risk exposure The amounts shown in the Statement of Financial Position under debtors and cash and cash equivalents represent the maximum exposure to credit risk at the current and comparative year ends. The aggregate value of securities on loan at 30th September 2022 amounted to £7.0 million (2021: £18.3 million) and the maximum value of stock on loan during the year amounted to £27.5 million (2021: £50.2 million). Collateral is obtained by the securities lending agent and is called in on a daily basis to a value of 102% (2021: 102%) of the value of the securities on loan if that collateral is denominated in the same currency as the securities on loan and 105% (2021: 105%) if it is denominated in a different currency. As at 30th September 2022, investment grade non-cash collateral of £7.3 million, consisting of sovereign debt and treasury bonds, was held by the Company. (d) Fair values of financial assets and financial liabilities All financial assets and liabilities are either included in the Statement of Financial Position at fair value or the carrying amount is a reasonable approximation of fair value.
J.P. Morgan Asset Management 83 Notes to the Financial Statements Financial Statements 22. Capital management policies and procedures The Company’s capital structure comprises the following: 2022 2021 £’000 £’000 Equity: Called up share capital 24,449 24,449 Reserves 334,111 425,751 Total capital 358,560 450,200 The Company’s capital management objectives are to ensure that it will continue as a going concern and to maximise the income and capital return to its equity shareholders through an appropriate level of gearing. The Board’s policy is to employ gearing when the Manager believes it to be appropriate to do so. Gearing will be in the range of 10% net cash to 20% geared in normal market conditions, at the discretion of the Manager. 2022 2021 £’000 £’000 Investments held at fair value through profit or loss 358,303 448,721 Net assets 358,560 450,200 Net cash 0.1% 0.3% The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on an ongoing basis. This review includes: – the planned level of gearing, which takes into account the Manager’s views on the market; – the need to buy back equity shares, either for cancellation or to hold in Treasury, which takes into account the share price discount or premium; and – the need for issues of new shares, including issues from Treasury. 23. Subsequent events Since the year end 1,904,855 shares have been repurchased into Treasury and the Company has renewed its £10 million facility (including an option to increase the facility to £40 million) with Scotiabank for a further year. The Directors have evaluated the period since the year end and have not noted any further subsequent events.
Regulatory Disclosures Image: Terraced Paddy Field in Mae-Jam Village, Chaingmai Province, Thailand.
Alternative Investment Fund Managers Directive Disclosures (Unaudited) Leverage For the purposes of the Alternative Investment Fund Managers Directive (‘AIFMD’), leverage is any method which increases the Company’s exposure, including the borrowing of cash and the use of derivatives. It is expressed as a ratio between the Company’s exposure and its net asset value and can be calculated on a gross and a commitment method in accordance with AIFMD. Under the gross method, exposure represents the sum of the Company’s positions without taking into account any hedging and netting arrangements. Under the commitment method, exposure is calculated after certain hedging and netting positions are offset against each other. The Company is required to state its maximum and actual leverage levels, calculated as prescribed by the AIFMD, at 30th September 2022, which gives the following figures: Gross Commitment Method Method Leverage exposure Maximum limit 200% 200% Actual 1 100% 100% 1 The above figures are theoretical and are calculated in accordance with the methodology prescribed by the AIFMD. JPMorgan Funds Limited (the ‘Management Company’) is the authorised manager of JPMorgan Asia Growth & Income Plc (the ‘Company’) and is part of the J.P. Morgan Chase & Co. group of companies. In this section, the terms ‘J.P. Morgan’ or ‘Firm’ refer to that group, and each of the entities in that group globally, unless otherwise specified. This section of the annual report has been prepared in accordance with the Alternative Investment Fund Managers Directive (the ‘AIFMD’), the European Commission Delegated Regulation supplementing the AIFMD, and the ‘Guidelines on sound remuneration policies’ issued by the European Securities and Markets Authority under the AIFMD. The information in this section is in respect of the most recent complete remuneration period (the ‘Performance Year’) as at the reporting date. This section has also been prepared in accordance with the relevant provisions of the Financial Conduct Authority Handbook (FUND 3.3.5). Remuneration Policy A summary of the Remuneration Policy currently applying to the Management Company (the ‘Remuneration Policy Statement’) can be found at https://am.jpmorgan.com/gb/en/asset- management/gim/per/legal/emea-remuneration-policy . This Remuneration Policy Statement includes details of how remuneration and benefits are calculated, including the financial and non-financial criteria used to evaluate performance, the responsibilities and composition of the Firm’s Compensation and Management Development Committee, and the measures adopted to avoid or manage conflicts of interest. A copy of this policy can be requested free of charge from the Management Company. The Remuneration Policy applies to all employees of the Management Company, including individuals whose professional activities may have a material impact on the risk profile of the Management Company or the Alternative Investment Funds it manages (‘AIFMD Identified Staff’). The AIFMD Identified Staff include members of the Board of the Management Company (the ‘Board’), senior management, the heads of relevant Control Functions, and holders of other key functions. Individuals are notified of their identification and the implications of this status on at least an annual basis. The Board reviews and adopts the Remuneration Policy on an annual basis, and oversees its implementation, including the classification of AIFMD Identified Staff. The Board last reviewed and adopted the Remuneration Policy that applied for the 2021 Performance Year in June 2021 with no material changes and was satisfied with its implementation. Quantitative Disclosures The table below provides an overview of the aggregate total remuneration paid to staff of the Management Company in respect of the 2021 Performance Year and the number of beneficiaries. These figures include the remuneration of all staff of JP Morgan Asset Management (UK) Ltd (the relevant employing entity) and the number of beneficiaries, both apportioned to the Management Company on an Assets Under Management (‘AUM’) weighted basis. Due to the Firm’s operational structure, the information needed to provide a further breakdown of remuneration attributable to the Company is not readily available and would not be relevant or reliable. However, for context, the Management Company manages 32 Alternative Investment Funds (with 4 sub-funds) and 2 UCITS (with 42 sub-funds) as at 31st December 2021, with a combined AUM as at that date of £23.4 billion and £24.8 billion respectively. Fixed Variable Total Number of remuneration remuneration remuneration beneficiaries All staff of the Management Company (US$’000s) 23,244 16,065 39,309 153 The aggregate 2021 total remuneration paid to AIFMD Identified Staff was USD $84,714,000, of which USD $6,570,000 relates to Senior Management and USD $78,144,000 relates to other Identified Staff 1 . 1 Since 2017, the AIFMD identified staff disclosures includes employees of the companies to which portfolio management has been formally delegated in line with the latest ESMA guidance. Regulatory Disclosures J.P. Morgan Asset Management 85 Regulatory Disclosures
Securities Financing Transactions Regulation Disclosures (Unaudited) The Fund engages in Securities Financing Transactions (as defined in Article 3 of Regulation (EU) 2015/2365, securities financing transactions include repurchase transactions, securities or commodities lending and securities or commodities borrowing, buy-sell back transactions or sell-buy back transactions and margin lending transactions). In accordance with Article 13 of the Regulation, the Company’s involvement in and exposures related to SFTR for the accounting period ended 30th September 2022 are detailed below. Global Data Amount of securities on loan The total value of securities on loan as a proportion of the Company’s total lendable assets, as at the balance sheet date, is 3.5%. Total lendable assets represents the aggregate value of assets types forming part of the Fund’s securities lending programme. Amount of assets engaged in securities lending The following table represents the total value of assets engaged in securities lending: Value £’000 % of AUM Securities lending 7,037 1.96% Concentration and Aggregate Transaction Data Counterparties The following table provides details of the counterparties (based on gross volume of outstanding transactions with exposure on a gross absolute basis) in respect of securities lending as at the balance sheet date: Collateral Country of Incorporation Value £’000 Morgan Stanley United States of America 3,599 JP Morgan United States of America 1,895 Goldman Sachs United States of America 1,355 Bank Of Nova Scotia Canada 108 Société Général France 80 Total 7,037 Maturity tenure of security lending transactions The Company’s securities lending transactions have open maturity. Collateral issuers The following table lists the issuers by value of non-cash collateral received by the Company by way of title transfer collateral arrangement across securities lending transactions, as at the balance sheet date. Collateral Issuer Value £’000 United States of America Treasury 5,332 United Kingdom Treasury 1,084 Government of Japan 548 Kingdom of Belgium Government 240 French Republic Government 115 Republic of Austria Government 1 Total 7,320 Non-cash collateral received by way of title transfer collateral arrangement in relation to securities lending transactions cannot be sold, re-invested or pledged. Type, quality and currency of collateral The following table provides an analysis of the type, quality and currency of collateral received by the Company in respect of securities lending transactions as at the balance sheet date. Value Type Quality Currency £’000 Treasury Notes Investment Grade USD 3,212 Treasury Bills Investment Grade USD 1,511 Sovereign Debt Investment Grade GBP 1,084 Treasury Bonds Investment Grade USD 609 Sovereign Debt Investment Grade JPY 548 Sovereign Debt Investment Grade EUR 356 Total 7,320 Maturity tenure of collateral The following table provides an analysis of the maturity tenure of collateral received in relation to securities lending transactions as at the balance sheet date. Value Maturity £’000 1 day to 1 week — 1 week to 1 month — 1 to 3 months 1 3 to 12 months 1,547 more than 1 year 5,772 Total 7,320 Regulatory Disclosures 86 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Regulatory Disclosures
Settlement and clearing The Company’s securities lending transactions including related collaterals are settled and cleared either bi-laterally, tri-party or through a central counterparty. Re-use of collateral Share of collateral received that is reused and reinvestment return non-cash collateral received by way of title transfer collateral arrangement in relation to securities lending transactions cannot be sold, re-invested or pledged. The Company does not currently reinvest cash collateral received in respect of securities lending transactions. Safekeeping of collateral All collateral received by the Company in respect of securities lending transactions as at the balance sheet date is held by the Depository. Return and cost JPMorgan Chase Bank, N.A (‘JPMCB’), the lending agent, receives a fee of 10% of the gross revenue for its services related to the Stock Lending Transactions. The remainder of the revenue, 90%, is received by the Company i.e. for the benefit of shareholders. Regulatory Disclosures J.P. Morgan Asset Management 87 Regulatory Disclosures
Shareholder Information Image: Sunlight on terraces rice fields in Northwest of Vietnam.
Notice is hereby given that the twenty-sixth Annual General Meeting of JPMorgan Asia Growth & Income plc will be held at 60 Victoria Embankment, London EC4Y 0JP on Wednesday, 15th February 2023 at 11.00 a.m. for the following purposes: 1. To receive the Directors’ Report, the Annual Accounts and the Auditor’s Report for the year ended 30th September 2022. 2. To approve the Directors’ Remuneration Policy. 3. To approve the Directors’ Remuneration Report for the year ended 30th September 2022. 4 To reappoint Mrs Junghwa Aitken as a Director. 5. To reappoint Mr Dean Buckley as a Director. 6. To reappoint Mr Peter Moon as a Director. 7. To reappoint Sir Richard Stagg as a Director of the Company. 8. THAT Mazars LLP be reappointed as Auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company and that their remuneration be fixed by the Directors. Special Business To consider the following resolutions: Continuation resolution – Ordinary resolution 9. THAT the Company continue in existence as an investment trust for a period expiring at the conclusion of the Company’s annual general meeting to be held in 2026. Authority to allot new shares – Ordinary resolution 10. THAT the Directors of the Company be and they are hereby generally and unconditionally authorised, (in substitution of any authorities previously granted to the Directors), pursuant to and in accordance with Section 551 of the Companies Act 2006 (the ‘Act’) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (‘Rights’) up to an aggregate nominal amount of £2,371,285 representing approximately 10% of the Company’s issued Ordinary share capital as at the date of the passing of this resolution, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2023 unless renewed at a general meeting prior to such time, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and so that the Directors of the Company may allot shares and grant Rights in pursuance of such offers or agreements as if the authority conferred hereby had not expired. Authority to disapply pre-emption rights on allotment of relevant securities – Special resolution 11. THAT subject to the passing of Resolution 10 set out above, the Directors of the Company be and they are hereby empowered pursuant to Sections 570 and 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by Resolution 10 or by way of a sale of Treasury shares as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities or the sale of Treasury shares for cash up to an aggregate nominal amount of £2,371,285 representing approximately 10% of the issued Ordinary share capital as at the date of this Notice of Annual General Meeting at a price of not less than the net asset value per share and shall expire upon the expiry of the general authority conferred by Resolution 10 above, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted or Treasury shares sold after such expiry and so that the Directors of the Company may allot equity securities or sell Treasury shares in pursuance of such offers or agreements as if the power conferred hereby had not expired. Authority to repurchase the Company’s shares – Special resolution 12. THAT the Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with Section 701 of the Act to make market purchases (within the meaning of Section 693 of the Act) of its issued Ordinary shares on such terms and in such manner as the Directors may from time to time determine, provided always that: (i) the maximum number of Ordinary shares hereby authorised to be purchased shall be 14,218,226, or if less, that number of Ordinary shares which is equal to 14.99% of the issued share capital as at the date of the passing of this Resolution; (ii) the minimum price which may be paid for an Ordinary share shall be 25 pence; (iii) the maximum price which may be paid for an Ordinary share shall be an amount equal to the highest of: (a) 105% of the average of the middle market quotations for an Ordinary share taken from and calculated by reference to the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Ordinary share is purchased; or (b) the price of the last independent trade; or (c) the highest current independent bid; Notice of Annual General Meeting J.P. Morgan Asset Management 89 Shareholder Information
(iv) any purchase of Ordinary shares will be made in the market for cash at prices below the prevailing net asset value per share (as determined by the Directors); (v) the authority hereby conferred shall expire on 14th August 2024 unless the authority is renewed at the Company’s Annual General Meeting in 2024 or at any other general meeting prior to such time; and (vi) the Company may make a contract to purchase Ordinary shares under the authority hereby conferred prior to the expiry of such authority which contract will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Ordinary shares pursuant to any such contract. Approval of dividend policy – Ordinary Resolution 13. THAT the shareholders approve the Company’s dividend policy to continue to pay four quarterly interim dividends during the year. By order of the Board Alison Vincent, for and on behalf of JPMorgan Funds Limited, Secretary 22nd December 2022 Notes These notes should be read in conjunction with the notes on the reverse of the proxy form. 1. If law or Government guidance so requires at the time of the Meeting, the Chairman of the Meeting will limit, in his sole discretion, the number of individuals in attendance at the Meeting. In addition, the Company may still impose entry restrictions on certain persons wishing to attend the AGM in order to secure the orderly and proper conduct of the Meeting. 2. A member entitled to attend and vote at the Meeting may appoint another person(s) (who need not be a member of the Company) to exercise all or any of his rights to attend, speak and vote at the Meeting. A member can appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him. 3. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Your proxy could be the Chairman, another Director of the Company or another person who has agreed to attend to represent you. Details of how to appoint the Chairman or another person(s) as your proxy or proxies using the proxy form are set out in the notes to the proxy form. If a voting box on the proxy form is left blank, the proxy or proxies will exercise his/their discretion both as to how to vote and whether he/they abstain(s) from voting. Your proxy must attend the Meeting for your vote to count. Appointing a proxy or proxies does not preclude you from attending the Meeting and voting in person. However, please note that in the current circumstances, your vote may not be counted where a proxy other than the Chairman of the Meeting is appointed as additional third parties may not be permitted entry to the meeting. 4. Any instrument appointing a proxy, to be valid, must be lodged in accordance with the instructions given on the proxy form. 5. You may change your proxy instructions by returning a new proxy appointment. The deadline for receipt of proxy appointments also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same Meeting, the one which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the other or others as regards that share; if the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share. 6. To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), members must be Notice of Annual General Meeting 90 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Shareholder Information
entered on the Company’s register of members as at 6.30 p.m. two business days prior to the Meeting (the ‘specified time’). If the Meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original Meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned Meeting. If however the Meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company’s register of members as at 6.30 p.m. two business days prior to the adjourned Meeting or, if the Company gives notice of the adjourned Meeting, at the time specified in that notice. Changes to entries on the register after this time shall be disregarded in determining the rights of persons to attend or vote at the Meeting or adjourned Meeting. 7. Entry to the Meeting will be restricted to shareholders and their proxy or proxies, with guests admitted only by prior arrangement. 8. A corporation, which is a shareholder, may appoint an individual(s) to act as its representative(s) and to vote in person at the Meeting (see instructions given on the proxy form). In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is therefore no longer necessary to nominate a designated corporate representative. Representatives should bring to the Meeting evidence of their appointment, including any authority under which it is signed. 9. Members that satisfy the thresholds in Section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to: (a) the audit of the Company’s Financial Statements (including the Auditors’ report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstances connected with Auditors of the Company ceasing to hold office since the previous AGM, which the members propose to raise at the Meeting. The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company’s Auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on its website pursuant to this right. 10. Pursuant to Section 319A of the Companies Act 2006, the Company must cause to be answered at the AGM any question relating to the business being dealt with at the AGM which is put by a member attending the Meeting except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the Meeting or if it would involve the disclosure of confidential information. 11. Under Sections 338 and 338A of the 2006 Act, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the Meeting, notice of a resolution which those members intend to move (and which may properly be moved) at the Meeting; and/or (ii) to include in the business to be dealt with at the Meeting any matter (other than a proposed resolution) which may properly be included in the business at the Meeting. A resolution may properly be moved, or a matter properly included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the Company’s constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received by the Company not later than the date that is six clear weeks before the Meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request. 12. A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 (a ‘Nominated Person’). The rights to appoint a proxy can not be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the Meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. 13. In accordance with Section 311A of the Companies Act 2006, the contents of this notice of meeting, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM, the total voting rights members are entitled to exercise at the AGM and, if applicable, any members’ statements, members’ resolutions or members’ matters of business received by the Company after the date of this notice will be available on the Company’s website www.jpmasiagrowthandincome.co.uk . Notice of Annual General Meeting J.P. Morgan Asset Management 91 Shareholder Information
14. The register of interests of the Directors and connected persons in the called-up share capital of the Company and the Directors’ letters of appointment are available for inspection at the Company’s registered office during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted). It will also be available for inspection at the AGM. No Director has any contract of service with the Company. 15. You may not use any electronic address provided in this Notice of Meeting to communicate with the Company for any purposes other than those expressly stated. 16. As an alternative to completing a hard copy Form of Proxy/Voting Direction Form, you can appoint a proxy or proxies electronically by visiting www.sharevote.co.uk . You will need your Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed under your name on the Form of Proxy/Voting Direction Form). Alternatively, if you have already registered with Equiniti Limited’s online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk . Full instructions are given on both websites. 17. As at 14th December 2022 (being the latest business day prior to the publication of this Notice), the Company’s called-up share capital consists of 94,851,413 Ordinary shares (excluding treasury shares) carrying one vote each. Therefore the total voting rights in the Company are 94,851,413. Electronic appointment – CREST members CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. See further instructions on the proxy form. Notice of Annual General Meeting 92 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Shareholder Information
Return to Shareholders (APM) Total return to shareholders, on a last traded price to last traded price basis, assuming that all dividends received were reinvested, without transaction costs, into the shares of the Company at the time the shares were quoted ex-dividend. Year ended Year ended 30th September 30th September Total return calculation Page 2022 2021 Opening share price (p) 7 422.5 424.0 (a) Closing share price (p) 7 335.0 422.5 (b) Total dividend adjustment factor 1 1.044279 1.039581 (c) Adjusted closing share price (d = b x c) 349.8 439.2 (d) Total return to shareholders (e = (d / a) – 1) –17.2% 3.6% (e) 1 The dividend adjustment factor is calculated on the assumption that the dividends paid out by the Company are reinvested into the shares of the Company at the last traded price quoted at the ex-dividend date. Net asset value per share (APM) The value of Company’s net assets (total assets less total liabilities) divided by the number of ordinary shares in issue. Please see note 16 on page 75 for detailed calculations. Return on Net Assets (APM) Total return on net asset value (‘NAV’) per share, on a bid value to bid value basis, assuming that all dividends paid out by the Company were reinvested, without transaction costs, into the shares of the Company at the NAV per share at the time the shares were quoted ex-dividend. Year ended Year ended 30th September 30th September Total return calculation Page 2022 2021 Opening cum-income NAV per share (p) 7 460.7 421.6 (a) Closing cum-income NAV per share (p) 7 370.6 460.7 (b) Total dividend adjustment factor 1 1.041206 1.040256 (c) Adjusted closing cum-income NAV per share (d = b x c) 385.9 479.2 (d) Total return on net assets (e = (d / a) – 1) –16.2% 13.7% (e) 1 The dividend adjustment factor is calculated on the assumption that the dividends paid out by the Company are reinvested into the shares of the Company at the NAV at the ex-dividend date. Benchmark total return Total return on the benchmark, on a closing-market value to closing-market value basis, assuming that all dividends received were reinvested, without transaction costs, in the shares of the underlying companies at the time the shares were quoted ex-dividend. The benchmark is a recognised index of stocks which should not be taken as wholly representative of the Company’s investment universe. The Company’s investment strategy does not follow or ‘track’ this index and consequently, there may be some divergence between the Company’s performance and that of the benchmark. Gearing/(Net Cash) (APM) Gearing represents the excess amount above shareholders’ funds of total investments, expressed as a percentage of the shareholders’ funds. If the amount calculated is negative, this is shown as a ‘net cash’ position. 30th September 30th September 2022 2021 Gearing calculation Page £’000 £’000 Investments held at fair value through profit or loss 65 358,303 448,721 (a) Net assets 65 358,560 450,200 (b) Gearing (c = (a / b) – 1) (0.1)% (0.3)% (c) Glossary of Terms and Alternative Performance Measures (Unaudited) J.P. Morgan Asset Management 93 Shareholder Information
Ongoing charges (APM) The ongoing charges represent the Company’s management fee and all other operating expenses excluding finance costs payable, expressed as a percentage of the average of the daily cum-income net assets during the year and is calculated in accordance with guidance issued by the Association of Investment Companies. Year ended Year ended 30th September 30th September Ongoing charges calculation Page 2022 2021 Management fee (£’000) 63 2,155 2,727 Other administrative expenses (£’000) 63 698 787 Total management fee and other administrative expenses (£’000) 2,853 3,514 (a) Average daily net assets 414,085 457,071 (b) Ongoing charges (c = a / b) 0.69% 0.77% (c) Share Price Discount/Premium to Net Asset Value (‘NAV’) per Share (APM) If the share price of an investment trust is lower than the NAV per share, the shares are said to be trading at a discount. The discount is shown as a percentage of the NAV per share. The opposite of a discount is a premium. It is more common for an investment trust’s shares to trade at a discount than at a premium (page 7). Portfolio Turnover Portfolio turnover is based on the average equity purchases and sales expressed as a percentage of average opening and closing portfolio values (excluding liquidity funds). Performance attribution Analysis of how the Company achieved its recorded performance relative to its benchmark. Performance Attribution Definitions: Asset allocation Measures the impact of allocating assets differently from those in the benchmark, via the portfolio’s weighting in different countries, sectors or asset types. Stock selection Measures the effect of investing in securities to a greater or lesser extent than their weighting in the benchmark, or of investing in securities which are not included in the benchmark. Currency effect Measures the impact of currency exposure differences between the Company’s portfolio and its benchmark. Gearing/(net cash) Measures the impact on returns of borrowings or cash balances on the Company’s relative performance. Management fee/Other expenses The payment of fees and expenses reduces the level of total assets, and therefore has a negative effect on relative performance. Share Buyback Measures the enhancement to net asset value per share of buying back the Company’s shares for cancellation at a price which is less than the Company’s net asset value per share. American Depositary Receipts (ADRs) Certificates that are traded on US stock exchanges representing a specific number of shares in a non-US company. ADRs are denominated and pay dividends in US dollars and may be treated like regular shares of stock. Glossary of Terms and Alternative Performance Measures (Unaudited) 94 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Shareholder Information
You can invest in a J.P. Morgan investment trust through the following: 1. Via a third party provider Third party providers include: Please note this list is not exhaustive and the availability of individual trusts may vary depending on the provider. These websites are third party sites and J.P. Morgan Asset Management does not endorse or recommend any. Please observe each site’s privacy and cookie policies as well as their platform charges structure. The Board encourages all of its shareholders to exercise their rights and notes that many specialist platforms provide shareholders with the ability to receive company documentation, to vote their shares and to attend general meetings, at no cost. Please refer to your investment platform for more details, or visit the Association of Investment Companies’ (‘AIC’) website at https://www.theaic.co.uk/how- to-vote-your-shares for information on which platforms support these services and how to utilise them. 2. Through a professional adviser Professional advisers are usually able to access the products of all the companies in the market and can help you to find an investment that suits your individual circumstances. An adviser will let you know the fee for their service before you go ahead. You can find an adviser at unbiased.co.uk . You may also buy investment trusts through stockbrokers, wealth managers and banks. To familiarise yourself with the Financial Conduct Authority (FCA) adviser charging and commission rules, visit fca.org.uk . AJ Bell You Invest Barclays Smart Investor Charles Stanley Direct Fidelity Personal Investing Halifax Share Dealing Hargreaves Lansdown Interactive Investor EQi Avoid investment fraud 1 Reject cold calls If you’ve received unsolicited contact about an investment opportunity, chances are it’s a high risk investment or a scam. You should treat the call with extreme caution. The safest thing to do is to hang up. 2 Check the FCA Warning List The FCA Warning List is a list of firms and individuals we know are operating without our authorisation. 3 Get impartial advice Think about getting impartial financial advice before you hand over any money. Seek advice from someone unconnected to the firm that has approached you. Report a Scam If you suspect that you have been approached by fraudsters please tell the FCA using the reporting form at www.fca.org.uk/consumers/report- scam-unauthorised-firm. You can also call the FCA Consumer Helpline on 0800 111 6768 If you have lost money to investment fraud, you should report it to Action Fraud on 0300 123 2040 or online at www.actionfraud.police.uk Find out more at www.fca.org.uk/scamsmart Investment scams are designed to look like genuine investments Spot the warning signs Have you been: • contacted out of the blue • promised tempting returns and told the investment is safe • called repeatedly, or • told the offer is only available for a limited time? If so, you might have been contacted by fraudsters. Remember: if it sounds too good to be true, it probably is! Be ScamSmart Where to Buy J.P. Morgan Investment Trusts J.P. Morgan Asset Management 95 Shareholder Information
FINANCIAL CALENDAR Financial year end 30th September Final results announced December Half year end 31st March Half year results announced May Dividend on Ordinary shares paid February/May/August/November Annual General Meeting February A member of the AIC Information about the Company 96 JPMorgan Asia Growth & Income plc – Annual Report & Financial Statements 2022 Shareholder Information History The Company was launched in September 1997 as a rollover vehicle for shareholders in The Fleming Far Eastern Investment Trust plc. The Company adopted its present name in February 2020. Directors Bronwyn Curtis OBE (Chairman) Junghwa (June) Aitken Dean Buckley Peter Moon Sir Richard Stagg Company Numbers Company registration number: 3374850 Ordinary Shares London Stock Exchange Sedol number: 0132077 ISIN: GB0001320778 Bloomberg ticker: JAGI Market Information The Company’s shares are listed on the London Stock Exchange. The market price of the shares is shown daily in the Financial Times. The Share price of the shares is on the Company’s website at www.jpmasiagrowthandincome.co.uk where the prices are updated every fifteen minutes during trading hours. Website www.jpmasiagrowthandincome.co.uk Share Transactions The Company’s shares may be dealt in directly through a stockbroker or professional adviser acting on an investor’s behalf. Manager and Company Secretary JPMorgan Funds Limited. Company’s Registered Office 60 Victoria Embankment London EC4Y 0JP Telephone number: 020 7742 4000 For company secretarial and administrative matters, please contact Alison Vincent. Depositary The Bank of New York Mellon (International) Limited 160 Queen Victoria Street London EC4V 4LA The Depositary has appointed JPMorgan Chase Bank, N.A. as the Company’s custodian. Registrars Equiniti Limited Reference 1357 Aspect House Spencer Road Lancing West Sussex BN99 6DA Telephone: 0371 384 2373 Lines open 8.30 a.m. to 5.30 p.m. Monday to Friday. Calls to the helpline will cost no more than a national rate call to a 01 or 02 number. Callers from overseas should dial +44 121 415 0225. Notifications of changes of address and enquiries regarding share certificates or dividend cheques should be made in writing to the Registrar quoting reference 1357. Registered shareholders can obtain further details on their holdings on the internet by visiting www.shareview.co.uk . Independent Auditor Mazars LLP The Pinnacle 160 Midsummer Boulevard Milton Keynes MK9 1FF Brokers Cenkos Securities plc 6, 7, 8 Tokenhouse Yard London EC2R 7AS
GB A102 | 12/22 CONTACT 60 Victoria Embankment London EC4Y 0JP Tel +44 (0) 20 7742 4000 Website www.jpmasiagrowthandincome.co.uk