Annual Report • Dec 5, 2024
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Capturing Growth from world-class Asian companies Annual Report 31 August 2024
asiadragontrust.co.uk



"The Board announced on 28 October 2024 that it had agreed heads of terms with Invesco Asia Trust plc and Invesco Fund Managers Limited for a combination of the assets of the Company with Invesco Asia Trust plc by means of a section 110 scheme of reconstruction. Further details are provided in my statement on pages 6 and 7."
James Will, Chairman
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B Including fee waiver (see page 104).



20 21 22 23 24

"The Board has declared an interim dividend in lieu of a final dividend of 6.6p per Ordinary share (2023 – 6.6p) for the year ended 31 August 2024, which will be paid on 31 December 2024 to shareholders on the register on 6 December 2024."
James Will, Chairman
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (as amended by the Financial Services Act 2012) if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser. If you have sold or otherwise transferred all your Ordinary shares in Asia Dragon Trust plc, please forward this document, together with the accompanying documents immediately to the purchaser or transferee, or to the stockbroker, bank or agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
| Overview | |
|---|---|
| Dividends and Highlights | 4 |
| Strategic Report | |
| Chairman's Statement | 6 |
| Investment Manager's Review | 10 |
| Overview of Strategy | 17 |
| abrdn's Approach to ESG | 25 |
| Performance | 30 |
| Portfolio | |
| Ten Largest Investments | 34 |
| Investment Portfolio | 35 |
| Changes in Asset Distribution | 38 |
| Analysis of Portfolio | 39 |
| Investment Case Studies | 42 |
| Governance | |
| Board of Directors | 46 |
| Directors' Report | 49 |
| Statement of Corporate Governance | 52 |
| Audit & Risk Committee's Report | 58 |
| Directors' Remuneration Report | 61 |
| Statement of Directors' Responsibilities | 65 |
| Financial Statements | |
| Independent Auditors' Report to the Members of Asia | |
| Dragon Trust plc | 68 |
| Statement of Comprehensive Income | 77 |
| Statement of Financial Position | 78 |
| Statement of Changes in Equity | 79 |
| Statement of Cash Flows | 80 |
| Notes to the Financial Statements | 81 |
| Corporate Information | |
| Alternative Performance Measures (Unaudited) | 103 |
| Information about the Investment Manager | 106 |
| Investor Information | 107 |
| Glossary of Terms | 110 |
| Your Company's Share Capital History | 112 |
Alternative Investment Fund Managers Directive
Disclosures (Unaudited) 113 Corporate Information 117
| Rate | xd date | Record date | Payment date | |
|---|---|---|---|---|
| Interim 2024A | 6.60p | 5 December 2024 | 6 December 2024 | 31 December 2024 |
| Final 2023 | 6.60p | 26 October 2023 | 27 October 2023 | 15 December 2023 |
A Interim dividend in lieu of final for 2024.
| 31 August 2024 | 31 August 2023 | % change | |
|---|---|---|---|
| Performance | |||
| Total shareholders' fundsA (£'000) | 711,626 | 479,169 | +48.5 |
| Net asset value per share (capital return basis) (p) | 452.93 | 421.26 | +7.5 |
| Net asset value per share (total return basis) (%) | 9.3 | –16.7 | |
| Share price (capital return basis) (p) | 404.00 | 353.00 | +14.4 |
| Market capitalisationA (£'000) | 634,751 | 401,521 | +58.1 |
| MSCI AC Asia (ex Japan) Index (in sterling terms; capital return basis) | 1,003.12 | 918.92 | +9.2 |
| MSCI AC Asia (ex Japan) Index (in sterling terms; total return basis) (%) | 12.0 | –8.4 | |
| Revenue return per share (p) | 6.73 | 7.06 | –4.7 |
| Total return per share (p) | 39.44 | (88.66) | |
| Dividend | |||
| Dividend per share (p) | 6.60 | 6.60 | – |
| Gearing | |||
| Net gearing (%)B | 6.2 | 5.8 | |
| Discount | |||
| Discount to net asset value (%)B | 10.8 | 16.2 | |
| Operating costs | |||
| Ongoing charges ratio including fee waiverBC | 0.75 | 0.91 | |
| Ongoing charges ratio excluding fee waiverBD | 0.86 | 0.91 |
A Increase during the year includes the impact of assets acquired following the transaction with abrdn New Dawn Investment Trust plc
B Considered to be an Alternative Performance Measure. Further details can be found on pages 103 and 104.
C 31 August 2024 includes the management fee waiver agreed between the Company and the Manager following the transaction with abrdn New Dawn Investment Trust plc during the year (see note 4 of the financial statements for further details).
D 31 August 2024 is calculated on the assumption that the management fee waiver agreement between the Company and the Manager following the transaction with abrdn New Dawn Investment Trust plc during the year (see note 4 of the financial statements for further details) is excluded.

The Company is an investment trust and aims to achieve long-term capital growth principally through investment into companies in the Asia Pacific region which are believed by the Investment Manager to have above average prospects for growth.
In May of this year, your Board announced its intention to undertake a strategic review of the future of the Company, including its ongoing investment management arrangements. The Board of the Company announced on 28 October 2024 that it had concluded such review.
The outcome of the review was a proposal by the Board (the "Proposal") that the Company should combine with Invesco Asia Trust plc ("Invesco Asia"), an investment trust managed by Invesco Fund Managers Limited ("IFML"). The enlarged Invesco Asia would continue to be managed by IFML under Invesco Asia's existing investment objective and investment policy.
Under the strategic review the Board undertook a full and robust review process and considered a wide range of options for the Company. The proposal to combine the Company with Invesco Asia was considered the most attractive outcome for shareholders, providing a partial capital return alongside the continuation of shareholders' investment in an investment trust that has delivered strong long-term performance managed by a highly regarded team at IFML. The combination, if approved, will create a vehicle of scale with a diversified shareholder base, a significant increase in dividend for Asia Dragon shareholders who roll over into Invesco Asia and a more competitive management fee. Furthermore, the introduction of a triennial unconditional 100 per cent. tender offer alongside ongoing buyback activity by the enlarged Invesco Asia provides a compelling approach to discount management that we expect to serve its shareholders well over time.
I set out below under 'Result of the Review' more background on the Proposal and its rationale and benefits to the Company's shareholders. The Proposal is subject to shareholder approval at general meetings to be held in early 2025.
In the 12 months to 31 August 2024, the MSCI AC Asia ex Japan Index rose 12.0% in sterling total return terms. The Company's net asset value ("NAV") increased 9.3% on the same total return basis after accounting for dividends. The share price rose from 353p to 404p over the year, which, with dividends added back, yielded a total return of 16.7%. This reflected a narrowing of the discount to NAV to 10.8% as at the year end, from 16.2% as at the previous financial year end.
Your Company posted mixed returns over the reporting year, with initial weakness in late 2023 but with performance stabilising by August 2024. The stabilisation followed a portfolio "reset" after the Company's combination with abrdn New Dawn Investment Trust plc in November 2023, allowing the larger portfolio to invest in Australasia and up to 30% in non-benchmark holdings. This broadened investment universe flexibility enabled the Manager to invest in quality stocks that had previously been inaccessible, positively impacting performance. Key contributors over the year included non-benchmark stocks like ASML and ASM International in the semiconductor and technology hardware segments. As AI-related apps and chips start to proliferate, rising demand in terms of usage and complexity is boosting the semiconductor and consumer electronics segments. Other key contributors included Taiwan Semiconductor Manufacturing Co, power testing services provider Chroma ATE and passive component supplier Yageo in Taiwan, as well as Indian real estate group Godrej Properties.
I would also highlight that China, which was the biggest detractor from performance over the interim period, remained a key detractor for the full financial year. As I mentioned in my interim statement, the Manager has undertaken a thorough review of the Company's Chinese holdings, and resized exposures where appropriate. This was implemented in view of the near-term headwinds in China, namely, a slower than expected consumer recovery and a still-weak property sector, amid a broader soft macro backdrop.
As a result, the Manager significantly reduced overall Chinese exposure. With a focus on good earnings visibility and steady cash flow generation, the Manager has added or increased exposure to Chinese holdings that show such attributes but exited positions where the outlook is more uncertain. The Manager retains high conviction in the Chinese holdings that remain in the portfolio, and continues to see significant value opportunities in this market. However, the Manager remains watchful of structural challenges in the country as well as more details on the recent stimulus measures and execution and implementation of policies. Encouragingly, in the latter part of the financial year from 1 January 2024 to 31 August 2024, the Chinese exposure has turned around to become a marginal contributor to the Company's relative performance.
The Manager's Report on pages 10 to 12 covers the Company's performance in greater detail.
In May this year, your Board announced its intention to undertake a strategic review of the future of the Company, including its ongoing investment management arrangements. Under the review, the Board gave consideration to retaining the existing manager, appointing a new external third-party manager and entering into a combination with another investment trust. The Board was pleased by the interest it received from a large number of high-quality management groups, which were evaluated by the Board with the assistance of Stanhope Consulting. The Board announced on 28 October 2024 that it had agreed heads of terms with Invesco Asia and IFML for a combination of the assets of the Company with Invesco Asia by means of a section 110 scheme of reconstruction and voluntary winding up of the Company.
In reaching this decision, the Board noted a number of attractions to a combination with Invesco Asia:
The Proposal will be subject to approval by the shareholders of both the Company and Invesco Asia in addition to regulatory and tax approvals. The Company and Invesco Asia have each received an irrevocable undertaking from City of London Investment Management Limited representing 30 per cent. of the Company's issued share capital and 21 per cent. of Invesco Asia's issued share capital (in each case excluding treasury shares) and letters of intent or indications of support from shareholders representing a further 25 per cent. of the Company's issued share capital and 17 per cent. of Invesco Asia's issued share capital (in each case excluding treasury shares), to support the Proposal.
A circular providing further details of the Proposal and convening general meetings to approve the Proposal, and a prospectus in respect of the issue of new Invesco Asia shares in connection with the Proposal, are expected to be posted to the Company's shareholders in due course. The Proposal is anticipated to become effective in early 2025. In the event of the Proposal becoming effective, a number of the Company's Directors will join the four existing directors of Invesco Asia on the board of the enlarged company.
The Board continues to believe that the sensible use of modest financial gearing should enhance returns to shareholders over the longer term, being one of the advantages of the closed end structure. Cognisant of the ongoing strategic review, the Company extended the maturity of its unsecured £50 million multi-currency revolving credit facility (the "RCF") with The Royal Bank of Scotland International Limited, London Branch (the "Lender") which was due to expire on 29 July 2024, out to 29 March 2025. At the same time the principal amount available under the RCF was increased to £75 million. The £25 million increase was used to repay the Company's £25 million Fixed Rate Loan with the Lender which also matured on 29 July 2024. As a consequence, the Company now has a single unsecured £75m RCF with the Lender, under which the Company retains flexibility to repay and cancel the facility at any time during its remaining life, subject to five business days' notice. Under the new facility, the Company has made short term revolving drawings of GBP 25 million at a current all-in rate of 6.15% and HKD 480 million at a current all-in rate of 5.28%. The Company's total borrowings remained broadly unchanged at £71.8 million in Sterling terms at year end, giving a net gearing figure of 6.2%. The amounts drawn down were unchanged at the time of writing and remain comfortably within the covenant limits.
The discount level of the Company's shares is closely monitored by the Board and share buybacks are undertaken when appropriate. During the year ended 31 August 2024, 9.5 million shares were bought back into treasury at a cost of £34.2 million (2023: 5.9 million shares were bought back into treasury at a cost of £23.7 million). Since 31 August 2024, a further 891,234 shares have been bought back into treasury at a cost of £3.7 million. The discount at the financial year end was 10.8% (2023: 16.2%). As at 21 November 2024 the discount was 10.6%.
In the light of the outcome of the strategic review, the Board intends to convene the AGM in respect of the financial year ended 31 August 2024 to align with the dates for the general meetings of the Company required to implement the combination with Invesco Asia. Accordingly, the Notice of AGM, which will include an explanation of the proposed AGM business, will be sent to shareholders as a separate standalone document at the same time as the shareholder circular relating to the combination with Invesco Asia.
The Company's revenue return per share was 6.7p for the year to 31 August 2024 (2023 – 7.1p). As the posting date for the circular and Notice of AGM will be after the publication of the Annual Report, the Board has declared an interim dividend for the year ended 31 August 2024 of 6.6p per Ordinary share (2023 – 6.6p), in lieu of a final dividend, to allow for a similar dividend payment date as in recent years. The interim dividend will be paid on 31 December 2024 to shareholders on the register on 6 December 2024.
Following implementation of the Proposal it is expected that the enlarged Invesco Asia will maintain its current policy of paying an annual dividend equal to 4 per cent. of its Net Asset Value but it will increase the frequency of its dividend payments from the current half-yearly basis (2 per cent. in each of November and April) to a quarterly basis (four dividends of 1 per cent. every three months). The first dividend payable by the enlarged Invesco Asia to which the Company's shareholders will be entitled is expected to be the quarterly dividend payable in late April/early May 2025.
As outlined in last year's Annual Report, as part of the combination with abrdn New Dawn, Donald Workman, Stephen Souchon and Nicole Yuen joined the Board as non-executive Directors of the Company on 9 November 2023 and were subsequently elected by shareholders at the AGM in December 2023. Following completion of a six month transition period, on 9 May 2024, Donald Workman, Charlie Ricketts and Gaynor Coley retired from the Board. On behalf of the Board I would like to reiterate our thanks to Charlie, Gaynor and Donald for their dedication, service and contributions to the Company.
The US monetary policy easing cycle has begun, boosting companies and economies across Asia. Lower interest rates improve borrowing conditions, encouraging spending and investment. However, central banks must balance this with inflation and currency stability concerns. The election of Trump and Republican dominance of Capitol Hill clearly present challenges to Asia. The most obvious issue is the increased threat of tariffs, and this time not just on Chinese exports. The impact may be in part offset by the clearly stimulatory nature of the Trump package, although this may have implications for monetary conditions given the influence of US monetary conditions across the region.
However, as our investment managers point out, Asia is a diverse region, and does not suffer from many of the macro-economic imbalances seen elsewhere given generally strong fiscal positions, high domestic savings, scope to stimulate domestic growth and robust external positions. There should be plenty of opportunities for active stock pickers.
Consequently, the Board remains positive about the outlook for Asian equities. The corporate outlook is strong due to broad-based growth and strong fundamentals among leading companies. More broadly, Asia is evolving, with more growth opportunities beyond China. India is fast growing as an economic power in its own right, while Southeast Asia is benefiting from supply chain diversification amid geopolitical uncertainty. The AI boom in Asia's semiconductor industry highlights the region's role in global innovation, presenting investment opportunities in Korea and Taiwan. Other growth themes include the green transition, with Asia leading in electric vehicles, smart grids, and renewable energy. Rising affluence spurs growth in financial services, while urbanisation and the infrastructure boom benefit property developers and mortgage providers.

James Will Chairman 22 November 2024
As the Chairman notes in his statement, we continued to see macro factors play an outsized role in influencing investor sentiment and equity markets across Asia and globally over the review period. These included a slowing China amid a slower than expected consumer recovery post-Covid and property downturn, US monetary policy trajectory and geopolitical uncertainty. At the same time, we saw optimism over potential US rate cuts, signs of resilience in corporate earnings and strength in the technology sector. Over the 12 months to 31 August 2024, the MSCI AC Asia ex Japan benchmark index rose 12.0% in sterling total return terms, while the Company's net asset value ("NAV") increased 9.3% on the same total return basis after accounting for dividends.
Over the financial year, we witnessed mixed market fortunes across the Asia Pacific ex Japan region (see chart 1 below). Within the China market, we saw a meaningful style rotation out of quality into value, and a chase for thematic names with AI and state-owned enterprise (SOE) reform in vogue. The Hong Kong market bore the brunt of the spillover impact, which was also exacerbated by heavy foreign capital outflows. In contrast, Taiwan and India were the best performing markets. Taiwan benefitted from a big uplift in optimism around a semiconductor sector turnaround and positive demand trends in AI applications. India's strength was supported by a resilient macro backdrop, including a property boom, strong urban consumer sentiment, and robust infrastructure capex.

Against this backdrop, the portfolio posted mixed returns with a weak start but stabilising performance towards the end of the financial year. We highlight three key areas of performance drivers: China and Hong Kong, technology and finally India.
Together, China and Hong Kong were the biggest detractors, where our still significant exposure to the Chinese consumer weighed on performance (see Chart 2 below). We do like many of the domestic consumptionoriented companies in China. They have been largely insulated from the geopolitical headwinds buffeting the country for years now. They have also been broadly aligned with domestic policy and the multi-year effort to shift China's economic growth model away from a reliance on exports and investment to one that is domestic consumption-driven. Most importantly, many of these companies are evidently high-quality stocks with great brands, superior margins and return metrics, healthy cash flow and balance sheets. They still offer huge long-term growth potential tied to the rise of the Chinese middle class. However, over the past 18 months, this has not been a rewarding part of the market to be invested in. The Chinese consumer emerged from the pandemic with massive pent-up savings, but this did not convert into spending as China failed to follow the re-opening playbook seen in most other countries around the world. Instead, the gloom around the all-important property sector, in which so much of China's household wealth is tied up, weighed heavily on consumer sentiment. This was compounded by slowing economic growth and rising job insecurity.
Weak stock selection in China, Hong Kong; strong stock showing in Taiwan
Policymakers attempted to stimulate consumption and support the property sector, but these moves proved insufficient and consumer stocks and their proxies continued to get punished despite sometimes resilient underlying fundamentals. For example, our holding in Hong Kong-listed life insurer AIA Group was amongst the largest performance detractors despite the fact that it delivered solid earnings growth. Baijiu maker Kweichow Moutai was another such example. Other consumer holdings saw some deterioration in underlying growth given the challenging macro backdrop, for example, quick service restaurant operator Yum China and brewer Budweiser APAC, but this was not commensurate with their declines in share prices, which signalled to us that these stocks had been oversold. As detailed in the Portfolio Activity section below, we tightened up our exposure to the Chinese consumer over the period in light of the headwinds, but retained core holdings given their quality and value. Encouragingly, towards the financial year end, we saw stabilising performance from China and Hong Kong, leading to improved overall performance of the portfolio over the final quarter.

We had proactively built up the portfolio's exposure to the technology hardware sector in anticipation of a rebound in the semiconductor cycle. Our overweight position to the sector significantly contributed to performance, as the sector rallied on a cyclical upturn in semiconductor pricing and strong demand linked to AI. Contributors included several of the Company's Taiwanese holdings, namely leading passive components maker Yageo Corp and semiconductor chip manufacturer Taiwan Semiconductor Manufacturing Co (TSMC). Both companies posted better than expected results in the first quarter of 2024 and TSMC raised its medium term guidance thanks to the rapidly growing contribution from AI-related demand. Elsewhere, our non-benchmark Netherlands-based holdings in ASML and ASM International also benefited from improved prospects in the advanced semiconductor industry.
Our Indian holdings were a key driver of positive performance, accounting for 4 out of the top 10 biggest contributors. These were residential real estate developer Godrej Properties, which has been capitalising on the boom in the housing cycle in India; leading life insurer SBI Life Insurance; online insurance aggregator PB Fintech, and Power Grid Corporation of India which operates the majority of the electricity transmission network across the country. All four names have seen robust earnings growth
tied to structural growth stories and themes within India that we believe have many years still to run. Rising affluence in India, for instance, is leading to fast-growing premium consumption patterns in areas like financial services, automobiles, food, and personal care, while urbanisation and the current boom in infrastructure development is benefiting property developers, materials producers such as in cement, and industrial and utility plays.
Throughout this turbulent macro-economic and political period, we have continued to focus on quality companies for both their resilience and long term structural growth potential. Four key areas we wish to highlight are as follows:
China presented us with a dilemma. On the one hand, the headwinds buffeting the Chinese consumer were strong, making life hard-going for even the best-run companies (see Chart 4 below). On the other hand, investor sentiment towards the consumer sector and its proxies was so poor that it was also clear that many of the stocks had been oversold and were trading at very attractive valuations. Whilst we were confident that our companies would weather the storm given their superior quality, it was also difficult to pinpoint any obvious catalyst on the
horizon that would trigger a re-rating in the stocks. Balancing these two opposing forces, we chose to reposition the portfolio in China, re-evaluating more carefully our exposure to the Chinese consumer given the obvious headwinds, whilst also retaining positions in highquality holdings with strong cash flow generation and solid near-term earnings visibility that were trading at deeply discounted valuations. In some cases, this involved
completely exiting certain names where visibility was less clear, including China Tourism Group Duty Free, GDS, Glodon and Wuxi Biologics. However, we also introduced a new name, Asia's leading online travel agency Trip.com, which was benefiting from the recovery in both domestic and international travel and has a long runway for growth. Overall, our decisions resulted in a reduced exposure to China.


India stands in stark contrast to China, being perhaps the most attractive macro-economic story in the region currently, with accelerating economic growth and sound macro-economic indicators (see Chart 5 below). The dilemma for us in this market is that much of that positive story has seemingly already been priced into the market, with few quality stocks trading at attractive valuations. We have been highly cognisant of the valuation challenge, but selectively we were still able to find multiple new ideas centred on companies benefitting from the economic tailwinds and delivering robust earnings growth that underpin and support the valuations.
One good example is Bharti Airtel, a leading telecom service provider with a pan-India reach and sophisticated customer base with higher than average mobile spending. The domestic telecom market has rapidly consolidated and Bharti is now capitalising on the improved economics and rising tariffs in the sector. Another example is Indian Hotels (IHCL), India's largest hospitality company, which is well placed to tap into the industry's multi-year upcycle with improving occupancy rates and rising average room rates. We also introduced conglomerate Mahindra & Mahindra, which has been delivering healthy growth in its autos business, with market share gains in the passenger vehicle business, especially within the sports utility vehicle segment. Pidilite Industries was another addition. This is a quality consumer and specialty chemicals business with leading brands in the home improvement category that will benefit from the robust recovery in the housing cycle. Conversely, we exited Kotak Mahindra Bank and Maruti Suzuki.
Solid top-down factors alongside strong bottom-up growth; supportive of valuations



We broadened our exposure to the AI supply chain and cyclical laggards, given the positive structural growth outlook for Asia's technology sector (see chart 6 below). We focused on Taiwan and South Korea, which are key players in the global tech supply chain and benefiting from increased demand for semiconductors, AI and other advanced technologies. We invested in Taiwan's GlobalWafers, a silicon wafer manufacturer that ranks as one of the global leaders in a consolidating industry. We introduced Yageo Corp, Taiwan's leading supplier of passive components and the world's third largest provider. We also added South Korea's SK Hynix, the second largest DRAM and NAND manufacturer globally by revenues. We view it as well positioned and benefiting from growing demand for high bandwidth memory (HBM) for AI processing, such as machine learning and neural network AI. This reflects our rising conviction in the structural growth memory demand backed by AI.

4. Vietnam: increased exposure to this attractive non-benchmark growth market
Finally, we increased our exposure to Vietnam, a non-benchmark market with tremendous long-term growth potential given its young demographics, rising wealth levels and entrepreneurial spirit. More broadly, the liquidity of the stock market has improved through the years, along with market capitalisation, and this has enhanced its eligibility for the Company from a liquidity and risk perspective. The country is also emerging as an alternative supply chain option amid geopolitical uncertainties, attracting foreign direct investment in high-tech sectors, especially automotive and electronics (see chart 7 below). At the time of writing, we have invested in Joint Stock Commercial Bank For Foreign Trade Of Vietnam (Vietcombank), which we rate as among the highest quality banks in the country, with scale, a strong deposit franchise and a good long-term track record. The bank has been able to manage through multiple cycles and deliver growth over time, too. As for fundamentals, it leads its peers in profitability and efficiency, with a higher return on equity, lower cost-to-income ratio and lower cost of funding versus its domestic rivals. This is our second stock holding in Vietnam after FPT Corp.

Continued
The US has elected Donald Trump as its next president, and he has also secured control of both Houses of Congress. Asset prices have moved along with a focus on the reflationary aspects of Trump's pre-election pledges and promises. We expect tax cuts and deregulation, but also higher tariffs. This could mean higher nominal GDP, mainly via inflation, and potentially higher for longer interest rates. We continue to monitor Trump developments closely, and higher nominal GDP growth and higher-than-otherwise interest rates are the macro implications that we are most confident about for now.
As for the implications for Asia, it is a complex picture. Trump is likely to drive uncertainty and volatility, but this could also create opportunities for long-term investors. Higher tariffs and barriers to trade are bad news, and this seems likely under Trump. China could be affected, and this might prompt the Chinese government to ramp up domestic economic growth efforts with aggressive stimulus measures. It is also possible that with a more transactional US President, the US and China could arrive at some mutually beneficiary agreement; we should remember the first Trump presidency did see the Chinese equity market outperform. We should not ignore the risks though as unmitigated; the imposition of huge tariff hikes would have a significant impact on China's economy. Similarly, export markets, too, with trade-oriented countries potentially facing pressure from higher tariffs and limited rate cuts in the US.
Geopolitical tensions remain difficult to navigate and whilst the world's focus is on Ukraine and the Middle East, Asia could also see shifts if Trump follows a similar playbook to his first term. So, we are likely to be in for a period of change, uncertainty, and volatility across multiple fronts.
Asia, however, is a diverse region and it is wrong to paint it with the same broad brush. Largely domestic driven economies like India will be insulated and may even benefit from continued supply diversification away from China. Intra-regional trade continues unhindered. Asia also does not have the macro imbalances that the West is saddled with, so economies should be resilient. And there is still growth. All of which means quality companies should remain structurally well positioned.
From a portfolio perspective, we believe we are wellprepared for a Trump victory due to our quality-focused stock picking approach. We have tightened quality characteristics, adding names with greater near-term earnings visibility and steady cash flow generation, while reducing and exiting names with less visible earnings. We have managed down our exposure to tariff-related risks. For our China exposure, we have focused on each holding's ability to defend and grow market share, expand overseas with limited tariff risks, and deliver shareholder returns through dividends and buybacks. We have also reduced our technology exposure. We maintain our conviction in our holdings and their ability to navigate market crosswinds, given their quality and fundamentals.
Finally, Asia remains home to some of the highest quality and most dynamic companies in the world. The region continues to offer rich pickings, underpinned by long-term structural growth trends such as the rising middle classes, rapid adoption of emerging technologies and continued urbanisation, enabling bottom-up stock pickers like us to deliver sustainable returns over the long term.

Pruksa Iamthongthong and James Thom abrdn (Asia) Limited 22 November 2024
Shareholders' attention is drawn to the Proposal for the combination with Invesco Asia Trust plc detailed under the 'Future of the Company' section of the Chairman's Statement on page 6 and 'Result of Review' on page 7.
The business model of the Company is to operate as an investment trust for UK capital gains tax purposes in line with its investment objective. The Directors are of the opinion that the Company has conducted its affairs for the year ended 31 August 2024 so as to enable it to comply with the relevant eligibility conditions for investment trust status as defined by Section 1158 of the Corporation Tax Act 2010.
On 21 July 2023 the Company announced that it had agreed terms with the board of abrdn New Dawn Investment Trust plc ("New Dawn") in respect of a proposed combination of the assets of the Company with those of New Dawn. This was effected by way of a scheme of reconstruction and winding up of New Dawn under section 110 of the Insolvency Act 1986 (the "Scheme") and the associated transfer of the majority of the cash, assets and undertaking of New Dawn to the Company in exchange for the issue of new Ordinary shares in the Company to those New Dawn shareholders who elected to roll over. The Company's shareholders approved the proposals at the General Meeting held on 25 October 2023 with over 99.9% of votes in favour of all resolutions. Subsequently, on 8 November 2023 New Dawn's shareholders approved the proposals at its general meeting. On that date, the Company acquired approximately £214.7 million of net assets from New Dawn in consideration for the issue of 52,895,670 new Asia Dragon shares in accordance with the Scheme.
For the period up to the General Meeting held on 25 October 2023 the Company's Investment Policy was as follows:
To achieve long-term capital growth through investment in Asia, with the exception of Japan and Australasia. Investments are made primarily in stock markets in the region, principally in large companies. When appropriate, the Company will utilise gearing to maximise long term returns.
The Company's assets are invested in a diversified portfolio of securities in quoted companies spread across a range of industries and economies in the Asia Pacific region, excluding Japan and Australasia. The shares that make up the portfolio are selected from companies that have proven management and whose shares are considered to be attractively priced. The Company invests in a diversified range of sectors and countries. Investments are not limited as to market capitalisation, sector or country weightings within the region.
The Company's policy is to invest no more than 15% of gross assets in other listed investment companies (including listed investment trusts).
The Company complies with Chapter 4 of Part 24 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011 and does not invest more than 15% of its assets in the shares of any one company.
When appropriate the Company will utilise gearing to maximise long-term returns, subject to a maximum gearing level of 20% of net assets imposed by the Board.
The Company does not currently utilise derivatives but keeps this under review.
Following the receipt of approval from shareholders at the General Meeting held on 25 October 2023 the Company's new Investment Policy was amended to include Australasia and is now as follows:
The Company aims to achieve long-term capital growth principally through investment in companies in the Asia Pacific region, excluding Japan (the "Investment Region").
The Company's assets are invested principally in a diversified portfolio of public securities of companies that are incorporated, domiciled or listed in the Investment Region. The Company invests in a diversified range of sectors and countries. Investments are not limited as to market capitalisation, sector or country weightings within the Investment Region.
The Company may invest, directly or indirectly, up to 30 per cent. of its gross assets in public securities of companies which are not incorporated, domiciled or listed in the Investment Region but which generate more than 50 per cent. of their annual turnover or revenue from the Investment Region, all as measured at the time of the Company's investment.
The Company will primarily invest in equities and equityrelated securities (including, but not limited to, preference shares, depositary receipts, convertible unsecured loan stock, rights, warrants and other similar securities).
For the avoidance of doubt, however, the Company may, in pursuance of the investment objective:
The Company's aggregate exposure to any single holding or issuer (or issuer group), whether direct or indirect, will not exceed 15 per cent. of its gross assets (calculated at the time of investment).
In order to comply with the Listing Rules, the Company will not invest more than 10 per cent. of its gross assets in other listed closed-ended investment funds, except that this restriction shall not apply to investments in listed closed-ended investment funds which themselves have stated investment policies to invest no more than 15 per cent. of their gross assets in other listed closed-ended investment funds. Additionally, in any event, the Company will itself not invest more than 15 per cent. of its gross assets in other listed closed-ended investment funds.
The Company may deploy gearing to seek to enhance long-term capital growth. The Company may be geared through bank borrowings, the use of derivative instruments that have the effect of gearing the Company's portfolio, and any such other methods as the Board may determine. Gearing will not exceed 20 per cent. of the Company's net asset value at the time of drawdown of the relevant borrowings or entering into the relevant transaction, as appropriate.
With prior approval of the Board, the Company may use derivatives for the purpose of efficient portfolio management (for the purpose of reducing, transferring or eliminating investment risk in its investment portfolio, including protection against currency risk) and for investment purposes.
Notwithstanding the above, the Company does not intend to utilise derivatives or other financial instruments to increase the Company's gearing in excess of the limit set out in 'Gearing' above, and any restrictions set out in this investment policy shall apply equally to exposure through derivatives.
The total return of the MSCI All Country Asia (ex Japan) Index (sterling adjusted).
The AIFM is abrdn Fund Managers Limited, (aFML or the "Manager") which is authorised and regulated by the Financial Conduct Authority. The Company's portfolio is managed on a day-to-day basis by abrdn (Asia) Limited ("abrdn Asia" or the "Investment Manager") by way of a delegation agreement. abrdn Asia and aFML are both wholly owned subsidiaries of abrdn plc.
The Directors are responsible for determining the investment policy and the investment objective of the Company. Day-to-day management of the Company's assets has been delegated to the Investment Manager. The Investment Manager follows a bottom-up investment process based on a disciplined evaluation of companies through direct contact by its fund managers and analysts. Stock selection is the major source of added value. No stock is bought without the Investment Manager having first met management, either in person, where possible, or virtually. The Investment Manager evaluates a company's worth in two stages: quality then price. Quality is defined by reference to management, business focus, the balance sheet and corporate governance. Price is evaluated by reference to key financial ratios, the market, the peer group and business prospects. Stock selection is key in constructing a diversified portfolio of companies.
A comprehensive analysis of the Company's portfolio by country and by sector is disclosed on pages 39 to 41, including a description of the ten largest investments, the full investment portfolio by value, and sector/geographical analysis. At 31 August 2024, the Company's portfolio consisted of 56 holdings.
Gearing is used to leverage the Company's portfolio in order to enhance returns when this is considered appropriate to do so. At 31 August 2024, the Company's net gearing was 6.2%.
The Board carries out a regular review of the risk environment in which the Company operates, changes to that environment and to individual risks. The Board also identifies emerging risks which might impact the Company. There are a number of other risks which, if realised, could have a material adverse effect on the Company and its financial condition, performance and prospects. The most significant direct issue that the Company has faced over the year has been the impact of long-term poor relative portfolio performance. This led the Board to implement a strategic review of the Company using external advisers and this is addressed in the Chairman's Statement on page 6. Beyond this, the increasing discounts to net asset value that have affected the entire investment company sector, resulting from selling pressure and lack of investor demand due to well documented cost disclosure issues and budget concerns, have heightened concerns.
The Board considers the Company's principal and emerging risks, which include those that would threaten its business model, future performance, solvency, liquidity or reputation. The Company's risks have been regularly assessed by the Audit & Risk Committee and managed by the Board through the adoption of a risk matrix which identifies the key risks for the Company, including emerging risks, and covers strategy, investment management, operations, shareholders, regulatory and financial obligations and third-party service providers. A deep dive review of the Risk Register has been performed during the year.
Outwith the outcome of the strategic review, the principal risks and uncertainties facing the Company, which have been identified by the Board, are described in the table below, together with mitigating actions.
The Board notes that there are a number of contingent risks stemming from the global geo-political environment that may impact the operation of the Company. Inflation and the resultant volatility that it created in global stock markets continued to be a key risk during the financial year, as well as the ongoing tensions between China and Taiwan, China and the West, and the conflagrations in the Middle East and Ukraine, all of which have created geopolitical uncertainty which further increased market risk and volatility.
The Board is also conscious of the risks resulting from increasing ESG challenges. The scrutiny of human rights violations in China by Western governments is one example of the need for continued vigilance and engagement regarding supply chains and the fair treatment of workers. Likewise, as climate change pressures increase, the Board continues to monitor, through its Manager, the potential risk that investee companies may fail to maintain acceptable standards.
| Risk | Mitigating Action |
|---|---|
| Investment Risk · The Company's investment performance is the most critical factor to the Company's long-term success. · The Company is exposed to the risk of Sustained Underperformance as a result of implementing an unattractive investment strategy. · The Company is exposed to the risk of Portfolio Stock Concentration as a result of the combined market share of the Manager's investments. · The Company is exposed to ESG Risk in the event that its investee companies act |
The Board continually monitors the investment performance of the Company, taking account of stock-market factors, and reviews the Company's performance compared to its benchmark index and peer group at every Board Meeting. A formal annual review is undertaken by the Management Engagement Committee. The Board has regard to the skills, depth of resources and wider capability of the abrdn group in arriving at its conclusions. In May 2024 the Board initiated a full strategic review of the Company. The results of the review were announced on 28 October 2024 and further details can be found in the Chairman's Statement on page 6. The Chairman and Senior Independent Director have communicated with major shareholders, particularly with respect to the strategic review, to gauge their views on the Company, including performance. |
| unethically, undertake environmentally detrimental practices or fail to integrate ESG factors adequately. |
At each Board meeting the Board reviews the concentration and liquidity risk of the portfolio including the number of days required to liquidate the portfolio. |
| Risk Unchanged during the year | The Manager undertakes extensive due diligence on each investment prior to purchase including a review of the ESG credentials. Post purchase the Manager continues to monitor and actively engage with investee company managements. |
| Operational Risk · The Company is dependent on a number of third-party providers, in particular those of the Manager, Depositary and Registrar. Failure by any service provider to carry out its contractual obligations could have a detrimental impact or disruption on the Company's operations, including that caused by information technology breakdown or other cyber-related issues. Risk Unchanged during the year |
The Board reviews the performance of the Manager on a regular basis and its compliance with the management contract formally on an annual basis. As part of that review, the Board assesses the Manager's succession plans, risk management framework and marketing activities. The Audit & Risk Committee reviews reports from the Manager on its internal controls and risk management (including an annual ISAE Report) and considers assurances from all its other significant service providers on at least an annual basis, including on matters relating to business continuity and cyber security. The Audit & Risk Committee meets representatives from the Manager's Compliance and Internal Audit teams on at least an annual basis and discusses any findings and recommendations relevant to the Company. Written agreements are in place with all third-party service providers. The Manager monitors closely the control environments and quality of services provided by third parties, including those of the Depositary, through service level agreements, regular meetings and key performance indicators. A formal appraisal of the Company's main third-party service providers is carried out by the Management Engagement Committee on an annual basis. |
| Governance and Regulatory Risk · The Company operates in a complex regulatory environment and faces a number of regulatory risks. Serious breaches of regulations, such as the tax rules for investment companies, the FCA's Listing Rules and the Companies Act. Risk Unchanged during the year |
The Board receives updates on relevant changes in regulation from the Manager, industry bodies and external advisers and the Board and Audit & Risk Committee monitor compliance with regulations by review of internal control reports from the Manager. Directors are encouraged to attend relevant external training courses. |
| Risk | Mitigating Action |
|---|---|
| Major Events and Geopolitical Risk · The Company is exposed to supply chain risk, stock-market volatility or illiquidity as a result of a major market shock due to a national or global crisis. The impact of such risks, associated with the portfolio or the Company itself, could result in disruption of the operations of the Company and losses. |
Exogenous risks over which the Company has no control are always a risk. The Company does what it can to address these risks where possible, not least operationally and to try and meet the Company's investment objectives. As part of its investment processes, the Manager regularly assesses the Company's portfolio as a whole, and each constituent part, and, during the financial year, remained in close communication with the underlying investee companies in order to navigate and guide the Company through |
| · The Company is exposed to the impact of Live Conflict, sanctions and instability in the region as well as the indirect impact of global conflicts. · The Company is exposed to Pandemic Risk which could result in disruption to supply chains. · The Company is exposed to the risk of a major environmental event as a result of the consequences of climate change. Risk Unchanged during the year |
macroeconomic and geopolitical challenges. The Manager's focus on quality companies with sustainable business models and robust finances, the diversified nature of the portfolio and a managed level of gearing all serve to provide a degree of protection in times of market volatility. The Board discusses issues affecting the region at each Board meeting and the Manager has an effective business continuity plan in place to ensure that material processes will continue to operate. The Audit & Risk Committee reviews controls reports from third party service providers. The Manager undertakes due diligence on investee companies prior to and post purchase and provides updates at each Board meeting. |
| Shareholder and Stakeholder Risk · The Company is exposed to the risk of Shareholder Dissatisfaction, Activism and Influence stemming from a failure to adapt to changes in the market and investor demand. · Liquidity Risk to shareholders due to share price trading at a discount to its underlying NAV and reduced investor sentiment. Risk Unchanged during the year |
The Board regularly monitors the marketplace for changes in sentiment. The Board regularly reviews the performance of the Company against the benchmark and peer group. The Board monitors the discount level of the Company's shares against the peer group and has in place an active buyback mechanism whereby the Broker and/or the Manager is authorised to buy back shares within certain limits. The Board and Manager engage regularly with shareholders to understand their views on key topics including discount volatility and shareholder views are discussed at each Board meeting. The Manager conducts extensive PR and promotional activities during the year. Shareholders are given the opportunity to vote on continuation at every fifth AGM and there is a conditional performance-linked tender offer mechanism in place. In May 2024 the Board announced its intention to undertake a strategic review of the future of the Company, including its ongoing investment management arrangements. The strategic review culminated in the announcement on 28 October 2024 of the Proposal to combine with Invesco Asia Trust plc (refer to page 7 of the Chairman's Statement). |
The principal risks associated with an investment in the Company's shares can be found in the pre-investment disclosure document ("PIDD") published by the Manager, which is available from the Company's website: www.asiadragontrust.co.uk.
At each Board meeting, the Directors consider a number of performance measures to assess the Company's success in achieving its objectives. The key performance indicators ("KPIs") are established industry measures and are detailed below with further analysis provided in the Chairman's Statement.
| KPI | Description |
|---|---|
| Net asset value and share price (total return) | The Board monitors the NAV and share price performance of the Company over different time periods. Performance figures for one, three and five years are provided in the Results section on page 29. |
| Performance against benchmark | Performance is measured against the Company's benchmark, the MSCI All Country Asia (ex Japan) Index (in sterling terms), on a total return basis. Charts showing the Company's performance against the benchmark by quarter during the financial year, and over one, three and five years, and are shown on page 30. |
| The Board also considers peer group comparative performance over a range of time periods, taking into consideration the differing investment policies and objectives employed by those companies. |
|
| Discount/Premium to net asset value | The discount/premium relative to the NAV represented by the share price is closely monitored by the Board. The objective is to avoid large fluctuations in the discount relative to similar investment companies investing in the region by the use of share buy backs subject to market conditions. A graph showing the share price discount relative to the NAV is shown on page 31. |
The Board is required to report on how it has discharged its duties and responsibilities under section 172 of the Companies Act 2006 (the "s172 Statement"). Under section 172, the Directors have a duty to promote the success of the Company for the benefit of its members as a whole, taking into account the likely long-term consequences of decisions, the need to foster relationships with the Company's stakeholders and the impact of the Company's operations on the environment.
The Company consisted of five Directors at 31 August 2024 and has no employees or customers in the traditional sense. As the Company has no employees, the culture of the Company is embodied in the Board of Directors. The Board seeks to promote a culture of strong governance, high standards of business conduct and to challenge, in a constructive and respectful way, the Company's thirdparty service providers and advisers, whilst considering the impact on the Company and other stakeholders.
The Board's principal concern has been, and continues to be, the interests of the Company's shareholders and potential investors and the need to act fairly between shareholders. The Manager undertakes an annual programme of meetings with the largest shareholders and investors and reports back to the Board on issues raised at these meetings. The Investment Manager, who is based in Singapore, will attend such meetings, where possible. The Board encourages all shareholders to attend and participate in the Company's AGM and shareholders can contact the Directors via the Company Secretary. Shareholders and investors can obtain up-to-date information on the Company through its website and the Manager's information services and have direct access to the Company through the Company Secretary.
As an investment trust, a number of the Company's functions are outsourced to third parties. The key outsourced function is the provision of investment management services to the Manager and other thirdparty providers support the Company by providing administration, depositary, custodial, banking and audit services.
The Board undertakes a robust evaluation of the Manager, including investment performance and responsible ownership, to ensure that the Company's objective of providing capital growth for its investors is met. The Board typically visits the investment region on an annual basis and meets with the Manager's on the ground investment teams. This enables the Board to conduct due diligence of the fund management and research teams. During the year the Board has met with the senior management team and the fund management team and attended investee company meetings alongside the Manager.
The portfolio activities undertaken by the Manager on behalf of the Company can be found in the Investment Manager's Review and details of the Board's relationship with the Manager and other third-party providers, including oversight, is provided in the Statement of Corporate Governance.
During the year, the Board continued to focus on the performance of the Manager in achieving the Company's investment objective within an appropriate risk framework.
A significant amount of time was also expended in the process of combining with abrdn New Dawn and overseeing the effective assimilation of the new assets.
In addition to the Combination activities a number of key decisions have been taken by the Board during the year, including:
In summary, the Directors are cognisant of their duties under section 172 and decisions made by the Board take into account the interests of all the Company's key stakeholders and reflect the Board's belief that the long-term success of the Company is linked directly to its key stakeholders.
Shareholders' attention is drawn to the Proposal for the combination with Invesco Asia Trust plc which will be voted upon in early 2025 and which, if successful, will trigger the liquidation of the Company. Outwith the outcome of the Proposal, the Company does not have a fixed life, but shareholders are given the opportunity to vote on the continuation of the Company at every fifth Annual General Meeting. The last continuation vote was passed at the AGM on 15 December 2021. The frequency of continuation votes was extended from triennial continuation votes to five-yearly continuation votes at the AGM in 2021 in order to align them with the assessment period for performance-related conditional tender offers approved by shareholders at the AGM in 2021. The next performance related conditional tender offer will cover the period from 1 September 2021 to 31 August 2026 and the continuation vote would be due to take place at the AGM in December 2026.
The Board's statement on diversity is set out in the Statement of Corporate Governance. At 31 August 2024 there were three male Directors and two female Directors. The Company meets the target that at least one Director is from a minority ethnic background as set out in LR 6.6.6R (9)(a)(iii).
The Company has no employees and therefore no disclosures are required to be made in respect of employees. More information on socially responsible investment is set out on pages 25 to 28.
Continued
As set out in more detail in the Chairman's Statement on page 6, it is proposed that the Company combines with Invesco Asia Trust plc ("Invesco Asia"). The combination, if approved by each company's shareholders, will be effected by way of a scheme of reconstruction and winding up of the Company under section 110 of the Insolvency Act 1986 and the associated transfer of part of the assets and undertaking of the Company to Invesco Asia in exchange for the issue of new ordinary shares in Invesco Asia (the "Proposal"). A circular providing further details of the Proposal and convening general meetings to approve the Proposal, and a prospectus in respect of the issue of new Invesco Asia shares in connection with the Proposal, are expected to be published in due course. The Proposal is anticipated to become effective by early 2025. The outcome of the general meetings to make the Proposal effective represents a material uncertainty in the context of the preparation of these financial statements on a going concern basis.
Notwithstanding this material uncertainty, for the purposes of this viability statement, the Board has decided that five years is an appropriate period over which to report. The Board considers that this period reflects a balance between looking out over a long term horizon and the inherent uncertainties of looking out further than five years.
In assessing the viability of the Company over the review period, the Directors have also focused upon the following factors:
In making its assessment, the Board has considered that there are other matters that could have an impact on the Company's prospects or viability in the future, including the current conflicts in the Middle East and Ukraine, economic shocks, significant stock market volatility, and changes in regulation or investor sentiment.
James Will, Chairman 22 November2024
This section of the Annual Report aims to present more information on the Investment Manager's ESG considerations.
| A | 27% | 109 | 18.1% | 100% |
|---|---|---|---|---|
| A-rated by MSCI ESG (versus benchmark A) |
Lower carbon intensity than the benchmark |
Engagements with portfolio companies during the year |
Average ROE of portfolio companies (versus benchmark average 12.5%) |
of abrdn researched companies include ESG analysis |
abrdn is a signatory to the UN supported Principles for Responsible Investment (PRI) and has aligned its approach to that advocated by the PRI agenda. This aims to promote responsible investment and better management of risk.
abrdn is a pioneer in Asia Pacific markets and has a large, dedicated and highly experienced investment team consisting of approximately 40 equity investment professionals with a strong team culture. Three regional ESG specialists, supported by the Investment Manager's central ESG team, work with the Asia Pacific equity team to provide insight on ESG themes and sectors in local markets.
Environmental, social and corporate governance factors (ESG) are part of our approach to active equity investing at abrdn. abrdn believes that ESG factors are financially material and can impact a company's performance, either positively or negatively. abrdn also uses its ESG approach to encourage higher standards and support companies that work towards a more sustainable and equitable world.
abrdn's investment process considers both macro and micro ESG issues.
Macro ESG factors being broad thematic issues that impact companies and the products and services they provide, whilst micro factors are company/industry specific issues that relate to how a company's products or services are made or delivered.
Engagement is an important part of the investment process: abrdn sees engagement not only as a right but as an obligation of investors. In its role as a responsible owner, abrdn engages actively and regularly with companies in which it is or may become an investor. abrdn believes that informed and constructive engagement helps to foster better companies, that can help enhance the value of investments. There are generally two core reasons for engagement: to understand more about a company's strategy and performance or encourage best practice and drive change.
Active engagement involves regular, candid communication with management teams (or boards of directors) of portfolio companies to discuss a broad range of ESG issues that may impact returns, either positively or negatively. abrdn's focus is on the factors which it believes to have the greatest potential to enhance or undermine an investment case. Sometimes abrdn seeks more information, exchanges views on specific issues, encourages better disclosure; and at other times, encourages change (including either corporate strategy, capital allocation, or climate change strategy). abrdn's engagements cover a range of ESG issues, including but not limited to board composition, remuneration, audit, climate change, labour issues, human rights, bribery and corruption.
Moreover, and since ESG disclosure by Asian companies is often poor, these engagements give abrdn an opportunity to source additional information and potentially to:
ESG engagements are conducted with consideration of the 10 principles of the United Nations Global Compact and companies are expected to meet fundamental responsibilities in the areas of human rights, labour, the environment and anti-corruption.
Engagement is not limited to a company's management team. It can include many other stakeholders such as non-government agencies, industry and regulatory bodies, as well as activists and the company's customers and clients.
The Investment Manager regularly engages with companies in which the Company invests. The below shows the engagements that have included responsible investment themes, for the year to 30 June 2024. This does not include positions the Investment Manager has sold out of or is considering investing in. Below are the themes engaged during the year:
| ESG Category | % * |
|---|---|
| Climate | 8 |
| Environment | 14 |
| Labour Management, Diversity & Inclusion | 20 |
| Human Rights & Stakeholders | 8 |
| Corporate Behaviour | 25 |
| Corporate Governance | 34 |
* a single meeting can have multiple topics
Some ESG issues can be quantified, for example the diversity of a board, the carbon footprint of a company, and the level of employee turnover. But not everything that matters can be measured. While diversity can be monitored, measuring inclusion is more of a challenge. Although it is possible to measure the level of staff turnover, it is more challenging to quantify corporate culture. Nevertheless, after researching and analysing a company, and after meeting senior management, abrdn allocates a company an ESG score of between one and five. This score of one to five is applied across every stock covered globally. Examples of each category and a small sample of the criteria used are detailed below:
| 1. Best in class | 2. Leader | 3. Average | 4. Below average | 5. Laggard |
|---|---|---|---|---|
| ESG considerations are | ESG considerations | ESG risks are considered | Evidence of some | Many financially |
| material part of the | not market leading | as a part of principal | financially material | material |
| company's core | Disclosure is good, but | business | controversies | controversies |
| business strategy | not best in class | Disclosure in line with | Poor governance or limited | Severe governance |
| Excellent disclosure | Governance is | regulatory requirements | oversight of key ESG issues | concerns |
| Makes opportunities | generally very good | Governance is generally | Some issues in treating | Poor treatment of |
| from strong ESG risk | good but some minor | minority shareholders | minority | |
| management | concerns | poorly | shareholders |
Taking an independent view on ESG allows abrdn to anticipate upgrades and drive change through engagement. External research agencies primarily use backward looking data but through fundamental research abrdn forms a forward-looking view of a company's ESG credentials and anticipates changes, attempting to take advantage of this inefficiency.
Climate change is one of the most significant challenges of the 21st century and has big implications for investors. The energy transition is underway in many parts of the world, and policy changes, falling costs of renewable energy, and a change in public perception are happening at a rapid pace. Assessing the risks and opportunities of climate change is part of abrdn's investment process.
abrdn believes that climate scenario analysis provides a forward looking, quantitative assessment of the financial impact of climate risks and opportunities on the value of assets under different climate pathways. As a result, abrdn works in partnership with Planetrics to quantify the impact of climate scenarios where a probability weighted view based on a range of off the shelf and bespoke scenarios is taken. This allows abrdn to model a quantitative financial impact under 15 different climate risk scenarios at both the stock level and at the Company level.
abrdn is focused on real-world decarbonisation by investing in transition leaders and climate solutions rather than the fast removal of carbon intensive companies from the portfolios it manages. abrdn engages with the highest carbon-emitting companies across these portfolios through a focused priority watchlist, with a focus on clear expectations and outcomes combined with time-bound milestones.
Continued
The Company does not specifically exclude any sectors from its investment universe. All investments have to pass a quality test and ESG issues are only part of the investment analysis. abrdn may, for example, invest in, and vigorously engage with, a well-managed, capitalised and attractively valued fossil fuel company that is able to deploy a sizeable balance sheet and lower cost of capital to that of a renewables-only alternative.
It is also important to recognise that there may be periods in the future where it is impossible for abrdn to make sequential annual improvements in some ESG factors like carbon intensity. abrdn intends to maintain a lower carbon footprint relative to the benchmark but there may be times when investments are made in companies that currently have a higher footprint but have a commitment to improve this over time. abrdn will monitor and assess their commitment on a regular basis.
abrdn (Asia) Limited 22 November 2024
| High | Low | |
|---|---|---|
| Share price (p) | 414.0 | 342.0 |
| Net asset value (p) | 462.7 | 397.8 |
| Discount (%)A | –18.8 | –8.7 |
A Considered to be an Alternative Performance Measure.
| 1 year return % |
3 year returnB % |
5 year return % |
|
|---|---|---|---|
| Share priceA | +16.7 | –17.1 | +7.7 |
| Net asset valueA | +9.3 | –16.6 | +5.2 |
| MSCI AC Asia (ex Japan) Index (in sterling terms) | +12.0 | –4.7 | +21.3 |
A Considered to be an Alternative Performance Measure. Further details can be found on pages 104 and 105.
B Also represents the period since the introduction of performance-related conditional tender offer, which provided that, in the event that the NAV total return per share fails to equal or exceed the MSCI All Country Asia ex Japan Index (sterling adjusted) over a five year assessment period commencing 1 September 2021, the Board would put forward proposals to shareholders to undertake a tender offer.
| Year ended 31 August | Equity shareholders' interest £'000 |
Net asset value per Ordinary share p |
Revenue return per Ordinary share p |
Ordinary share price p |
Share price discount % |
Dividend per Ordinary share p |
Expenses as a % of average shareholders' fundsA |
|---|---|---|---|---|---|---|---|
| 2015 | 518,635 | 267.22 | 4.13 | 235.75 | 11.8 | 3.00 | 1.15 |
| 2016 | 664,159 | 348.62 | 4.50 | 302.00 | 13.4 | 3.20 | 1.14 |
| 2017 | 807,330 | 423.26 | 4.68 | 361.00 | 14.7 | 3.30 | 1.03 |
| 2018 | 788,019 | 421.54 | 5.03 | 370.00 | 12.2 | 4.00 | 0.80 |
| 2019 | 589,708 | 458.03 | 4.87 | 402.50 | 12.1 | 4.75 | 0.83 |
| 2020 | 599,431 | 474.39 | 5.01 | 416.00 | 12.3 | 4.75 | 0.89 |
| 2021 | 706,929 | 566.60 | 7.36 | 512.00 | 9.6 | 6.50 | 0.83 |
| 2022 | 614,369 | 513.32 | 6.38 | 446.00 | 13.1 | 6.50 | 0.84 |
| 2023 | 479,169 | 421.26 | 7.06 | 353.00 | 16.2 | 6.60 | 0.91 |
| 2024 | 711,626 | 452.93 | 6.73 | 404.00 | 10.8 | 6.60 | 0.75 |
A 2024 includes the impact of the management fee waiver implemented following the transaction with abrdn New Dawn Investment Trust plc.

Total Return of NAV and Share Price vs MSCI All Country Asia (ex Japan) Index (in sterling terms)
One, three and five years to 31 August 2024

By quarter for year to 31 August 2024
Five years to 31 August 2024

The Investment Manager is one of the leading investment specialists in Asia with a strong active regional presence. A bottom-up, fundamentals driven approach is adopted, which seeks out high quality companies with effective management, good cash flow and healthy balance sheets at attractive valuations. The qualityfocused approach enables the Company to capture growth from world-class companies in the Asia Pacific region


As the world's largest pure-play semiconductor manufacturer, TSMC provides a full range of integrated foundry services, along with a robust balance sheet and good cash generation that enables it to keep investing in cutting-edge technology and innovation.
One of the global leaders in the memory chips segment, and a major player in smartphones and display panels. It has a vertically integrated business model and robust balance sheet, alongside good free cash flow generation.

Among the leading Indian life insurers, SBI Life's competitive edge comes from a wide reach of SBI branches, highly productive agents, a low cost ratio and a reputable SBI brand.

India's ICICI Bank has been delivering superior growth and returns improvement without compromising on asset quality. It has leveraged on its scale as well as retail and digital franchise to grow in mortgages and also grown off a low base in business banking and SMEs.

The largest bank in Singapore, it is also the best managed with a clear strategy. It is backed by good digital infrastructure, and operates with obvious focus on efficiency of returns, as shown in the distinctively better return on equity than local peers.
The internet giant continues to strengthen its ecosystem and we see great potential in its ability to balance its multiple revenue streams and monetise its social media and payment platforms whilst navigating the regulatory landscape.

A leading pan-Asian life insurance company, it is poised to take advantage of Asia's growing affluence, backed by an effective agency force and a strong balance sheet.

The Dutch company supplies lithography equipment that enables semiconductor chip makers to mass produce patterns on silicon, helping to make computer chips smaller, faster and greener. It earns most of its revenue from Asia.

Among the largest non state owned banks in Indonesia, it is well capitalised and has a big and stable base of lowcost deposits that funds its lending, while asset quality has remained solid.

ASM International is the global leader in single-wafer atomic layer deposition (ALD) technology. ALD is a highprecision process by which smooth and ultra-thin films are deposited onto a wafer. As semiconductor chips get increasingly smaller, demand for ALD is rising across the logic, foundry and memory segments and, in turn, expanding the addressable market for ASMI.
| Company | Industry | Country | Valuation 2024 £'000 |
Total assets % |
Valuation 2023 £'000 |
|---|---|---|---|---|---|
| Taiwan Semiconductor Manufacturing Company |
Semiconductors & Semiconductor Equipment |
Taiwan | 95,507 | 12.1 | 54,535 |
| Tencent | Interactive Media & Services | China | 63,088 | 8.0 | 36,024 |
| Samsung Electronics (Pref) | Technology Hardware, Storage & Peripherals |
South Korea | 59,435 | 7.5 | 38,960 |
| AIA | Insurance | Hong Kong | 31,546 | 4.0 | 29,370 |
| SBI Life Insurance | Insurance | India | 19,298 | 2.5 | 12,761 |
| ASML | Semiconductors & Semiconductor Equipment |
Netherlands | 19,015 | 2.4 | – |
| ICICI Bank | Banks | India | 18,921 | 2.4 | – |
| Bank Central Asia | Banks | Indonesia | 17,550 | 2.2 | 10,953 |
| DBS | Banks | Singapore | 16,128 | 2.0 | 9,697 |
| ASM International | Semiconductors & Semiconductor Equipment |
Netherlands | 15,226 | 1.9 | 5,184 |
| Top ten investments | 355,714 | 45.0 | |||
| Chroma ATE | Electronic Equipment, Instruments & Components |
Taiwan | 14,401 | 1.8 | – |
| Meituan-Dianping Class B | Hotels, Restaurants & Leisure | China | 13,558 | 1.7 | 8,869 |
| Samsung Biologics | Life Sciences Tools & Services South Korea | 12,888 | 1.6 | 5,550 | |
| Info Edge (India) | Interactive Media & Services | India | 12,868 | 1.6 | 5,725 |
| Contemporary Amperex Technology – A | Electrical Equipment | China | 12,748 | 1.6 | 6,868 |
| Delta Electronics | Electronic Equipment, Instruments & Components |
Taiwan | 12,334 | 1.6 | 5,847 |
| FPT Corp | IT Services | Vietnam | 12,281 | 1.6 | 8,212 |
| Trip.com | Hotels, Restaurants & Leisure | China | 12,231 | 1.6 | – |
| SK Hynix | Semiconductors & Semiconductor Equipment |
South Korea | 12,121 | 1.5 | – |
| Power Grid Corp of India | Electric Utilities | India | 11,942 | 1.5 | 8,910 |
| Twenty largest investments | 483,086 | 61.1 |
Continued
| Valuation 2024 |
Total assets |
Valuation 2023 |
|||
|---|---|---|---|---|---|
| Company | Industry | Country | £'000 | % | £'000 |
| Accton Technology | Communications Equipment | Taiwan | 11,346 | 1.4 | – |
| Kweichow Moutai Co Ltd – A | Beverages | China | 10,918 | 1.4 | 13,811 |
| Yageo | Electronic Equipment, Instruments & Components |
Taiwan | 10,830 | 1.4 | – |
| abrdn New India Investment TrustA | Closed End Investments | India | 10,571 | 1.3 | – |
| Mahindra & Mahindra | Automobiles | India | 9,996 | 1.3 | – |
| Advanced Info Service PCL – Foreign | Wireless Telecommunication Services |
Thailand | 9,647 | 1.2 | – |
| Bharti Airtel | Wireless Telecommunication Services |
India | 9,366 | 1.2 | – |
| Tata Consultancy Services | IT Services | India | 9,112 | 1.2 | 6,193 |
| Bank of the Philippine Islands | Banks | Philippines | 9,056 | 1.1 | 6,628 |
| Silergy Corp | Semiconductors & Semiconductor Equipment |
Taiwan | 9,009 | 1.1 | 3,912 |
| Thirty largest investments | 582,937 | 73.7 | |||
| M.P. Evans Group | Food Products | United Kingdom | 8,698 | 1.1 | – |
| Sumber Alfaria Trijaya | Consumer Staples Distribution & Retail |
Indonesia | 8,616 | 1.1 | – |
| PB Fintech | Insurance | India | 8,240 | 1.1 | 5,325 |
| Godrej Properties | Real Estate Management & Development |
India | 8,233 | 1.0 | – |
| Larsen and Toubro | Construction & Engineering | India | 8,063 | 1.0 | 5,985 |
| Ultratech Cement | Construction Materials | India | 7,892 | 1.0 | 7,233 |
| Alibaba Group Holding | Broadline Retail | China | 7,881 | 1.0 | 23,374 |
| CSL | Biotechnology | Australia | 7,859 | 1.0 | – |
| HDFC Bank | Banks | India | 7,838 | 1.0 | 19,754 |
| Nari Technology – A | Electrical Equipment | China | 7,802 | 1.0 | 4,427 |
| Forty largest investments | 664,059 | 84.0 |
| Company | Industry | Country | Valuation 2024 £'000 |
Total assets % |
Valuation 2023 £'000 |
|---|---|---|---|---|---|
| HD Korea Shipbuilding & Offshore Engineering |
Machinery | South Korea | 7,506 | 1.0 | – |
| Hindustan Unilever | Personal Care Products | India | 7,313 | 0.9 | 7,845 |
| Indian Hotels | Hotels, Restaurants & Leisure | India | 7,291 | 0.9 | – |
| NTPC | Independent Power and Renewable Electricity Producers |
India | 7,191 | 0.9 | – |
| Pidilite Industries | Chemicals | India | 6,947 | 0.9 | – |
| ASMPT Ltd | Semiconductors & Semiconductor Equipment |
Hong Kong | 6,854 | 0.9 | – |
| Telekom Indonesia | Diversified Telecommunication Services |
Indonesia | 6,640 | 0.8 | – |
| Bank for Foreign Trade of Vietnam JSC | Banks | Vietnam | 6,548 | 0.8 | – |
| Cisarua Mountain Dairy | Food Products | Indonesia | 6,366 | 0.8 | – |
| ShenZhen Mindray Bio–Medical Electronics – A |
Health Care Equipment & Supplies |
China | 6,328 | 0.8 | 6,526 |
| Fifty largest investments | 733,043 | 92.7 | |||
| BHP Group | Metals & Mining | Australia | 6,316 | 0.8 | – |
| Yum China Holdings | Hotels, Restaurants & Leisure | China | 5,787 | 0.7 | – |
| Global Health Ltd/India | Health Care Providers & Services |
India | 5,592 | 0.7 | – |
| China Resources Land | Real Estate Management & Development |
China | 4,628 | 0.6 | 6,005 |
| Aier Eye Hospital Group – A | Health Care Providers & Services |
China | 4,448 | 0.6 | 6,854 |
| abrdn Asia FocusA | Closed End Investments | Other Asia | 3,346 | 0.4 | – |
| 763,160 | 96.5 | ||||
| Net current assetsB | 27,293 | 3.5 | |||
| Total assets less current liabilitiesB | 790,453 | 100.0 |
A Holding also managed by the abrdn Group but not subject to double charging of management fees.
B Excluding bank loan of £71,822,000.
Note: Unless otherwise stated, foreign stock is held and all investments are equity holdings. Values for 2024 and 2023 may not be directly comparable due to purchases and sales made during the year, including investments acquired as a result of the transaction with abrdn New Dawn Investment Trust plc.
| Country | Value at 1 September 2023 £'000 |
PurchasesA £'000 |
Sales proceeds £'000 |
Gains/ (losses) £'000 |
Value at 31 August 2024 £'000 |
|---|---|---|---|---|---|
| Australia | – | 41,703 | 28,041 | 513 | 14,175 |
| China | 162,736 | 114,773 | 91,901 | (36,191) | 149,417 |
| Hong Kong | 53,957 | 46,211 | 40,340 | (21,428) | 38,400 |
| India | 93,524 | 98,069 | 58,068 | 43,149 | 176,674 |
| Indonesia | 10,953 | 41,211 | 12,667 | (325) | 39,172 |
| Netherlands | 5,184 | 27,429 | 6,189 | 7,817 | 34,241 |
| Other Asia | – | 2,995 | – | 351 | 3,346 |
| Philippines | 13,154 | 1,611 | 6,965 | 1,256 | 9,056 |
| Singapore | 21,414 | 13,494 | 22,884 | 4,104 | 16,128 |
| South Korea | 58,001 | 54,323 | 21,870 | 1,496 | 91,950 |
| Taiwan | 76,989 | 62,437 | 37,601 | 51,602 | 153,427 |
| Thailand | – | 8,051 | – | 1,596 | 9,647 |
| United Kingdom | – | 7,512 | – | 1,186 | 8,698 |
| Vietnam | 13,307 | 8,626 | 8,656 | 5,552 | 18,829 |
| Total investments | 509,219 | 528,445 | 335,182 | 60,678 | 763,160 |
| Net current assets | 12,016 | – | – | 15,277 | 27,293 |
| Total assets less current liabilities | 521,235 | 528,445 | 335,182 | 75,955 | 790,453 |
A Includes £135,577,000 of investments acquired as a result of the transaction with abrdn New Dawn Investment Trust plc.
As at 31 August 2024

As at 31 August 2023

Singapore - 4.2% South Korea - 11.4%
Taiwan - 15.1% Vietnam - 2.6%
As at 31 August 2024

Bharti Airtel stands as one of India's largest integrated telecom solutions providers, offering a wide range of services including cellular-phone services, fixed-line phone services, broadband, and various enterprise solutions. Additionally, it is the second-largest mobile operator in Africa, behind South Africa's MTN Group. Recently, Airtel successfully listed its Bharti Hexacom subsidiary, marking the group's first IPO in over a decade.
We believe Airtel is the most commercial and financially disciplined service provider in the Indian telecom sector, which has seen significant market repair in recent years. The industry has consolidated from nearly a dozen companies to just three major operators: Airtel, Reliance's Jio, and Vodafone Idea.

Among Indian telecom operators, Airtel boasts a relatively healthy balance sheet, a strong execution track record, effective cost control, and a growing, high-quality subscriber base, including approximately 259.4 million mobile smartphone customers. Due to market consolidation, Airtel achieved positive free cash flow (FCF) for the first time in 2022.
As smartphones become more affordable and subscribers transition to 5G, the demand for data services is increasing. For Airtel, data services are experiencing rapid growth, and the company anticipates this trend to continue. Another key growth area is home broadband services, which are performing well with healthy subscriber additions, supported by the roll out of its highspeed Xstream AirFiber network across the country.
Airtel has further improved the mix of its subscriber base, leading to an increase in average revenue per user (ARPU) and gains in revenue market share. Following the Indian parliamentary election in June, telecom operators, including Airtel, raised mobile tariffs for the first time in three years. This move aims to recoup some of the significant investments made in building India's 5G technology infrastructure over the past two years. Airtel's management has emphasised that tariff adjustments are essential for maintaining the industry's health.
The market dynamics are favourable for Airtel: the number of Indian smartphone users is projected to rise from about 750 million to over a billion by 2026, driven largely by rural demand. This indicates potential for organic growth. Additionally, mobile spending as a percentage of GDP is relatively low in India compared to ASEAN markets, although many smartphone users are willing to spend 20% to 30% more on their next smartphones.
On the sustainability front, Airtel continues to make progress on its ESG agenda. The company has committed to reduce absolute Scope 1 and 2 greenhouse gas emissions by 50.2% by FY 2030-31 from the base year of FY 2020-21. It has also committed to reducing absolute Scope 3 greenhouse gas (GHG) emissions by 42% over the same time frame.
Tencent is one of China's highest quality, diversified internet companies, with a deep understanding of the Chinese consumer and a highly competent management team. It is the largest operator of instant messaging and social networking services in China. Tencent's integrated social platforms, such as WeChat/Weixin and QQ, boast over 1.3 billion and 768 million monthly active users, respectively, dominating internet user engagement in China. This creates a significant barrier to entry for competitors and generates high user stickiness for the platform ecosystems, providing ample opportunities for Tencent to monetise its services.
The largest contributor to Tencent's revenue is gaming where the company holds approximately 50% of domestic market share in China. It has a collection of longrunning, popular titles that make revenue streams for the gaming business more visible. This sets the company apart from other game developers who often rely on hitor-miss titles. Tencent has also built up its capabilities through mergers and acquisitions (M&A) and licensing deals, enabling it to also grow the international gaming business.
In the advertising space, Tencent has effectively monetised the massive WeChat ecosystem. It has introduced features like Moments, where users can share pictures and statuses, similar to Facebook. Recently, the company rolled out short-form videos, which have increased user engagement and created more advertising opportunities. Tencent has also been at the forefront of AI investments, monetising some of the many use cases of AI. For example, it helps advertisers create better content and make more effective ad recommendations to users. This has led to higher click-through rates on ads and better returns on advertising spending.
Another notable tailwind for the company is the improving regulatory environment in China. In December 2023, Chinese regulators announced a wide range of rules aimed at curbing spending and rewards that encourage video games, but the government quickly backtracked on the proposal. Approval of video game titles on average have also improved, pointing to a potentially more stable regulatory landscape for Tencent.
We like the company's track record of strong balance sheet, its ability to fund expansion and M&A activities, and its consistent free cash flow generation over the years. The company's history of successful new product monetisation further underscores its long-term growth prospects. We anticipate that cash flow generation will remain relatively robust, given Tencent's strong market position, revenue growth across operating segments, and significant margin expansion.
In the first quarter of 2024, Tencent announced its commitment to return excess capital to shareholders through share repurchases and dividends, emphasising that these activities will be funded by its ample cash generation.
Since the post-Covid reopening, the Chinese and Hong Kong stock markets have experienced relative weakness due to a challenging macroeconomic environment in China. Investors have either chased short-term trends or indiscriminately sold assets to de-risk their Chinese company exposure. Despite this backdrop, Tencent has consistently performed well, owing to its long-term structural growth drivers, delivering over 22% annualised returns compared to just 8% for the MSCI China Index.

44 Asia Dragon Trust plc
The Company is committed to high standards of corporate governance and applies the principles identified in the UK Corporate Governance Code and the AIC Code of Corporate Governance. The Company is registered as a public limited company and has been approved by HM Revenue & Customs as an investment trust. The Directors, all of whom are nonexecutive and independent of the Manager, supervise the management of Asia Dragon Trust plc and represent the interests of shareholders

James Will Independent Chairman
Former Chairman of law firm Shepherd and Wedderburn LLP where he was a senior corporate partner, heading its financial sector practice. He has experience of working with companies in a wide range of industry sectors including financial services, technology, energy and life sciences. James is Senior Independent Director of Herald Investment Trust plc and a non-executive director of JPMorgan European Discovery Trust plc. He was formerly Chairman of The Scottish Investment Trust PLC.
6 years, appointed on 1 October 2018
7 December 2023
Management Engagement Committee (Chair), Nomination Committee (Chair) and Remuneration Committee
The Board has reviewed the contribution of James Will in light of his expected proposed re-election at the next AGM and has concluded that he continues to chair the Company expertly, fostering a collaborative spirit between the Board and Manager, whilst ensuring that Board meetings remain focused on the key areas of stakeholder relevance. In particular his legal expertise has been important during the process that has culminated in the combination with abrdn New Dawn.

Matthew Dobbs Senior Independent Non-Executive Director
Before retirement from full time fund management duties in 2021, Matthew had 40 years' fund management experience with Schroders. He specialised in Asian and Small Companies investment having served as Schroders' Head of Global Small Companies from 2000. In addition to managing the Schroders Asian Alpha Plus Fund, Matthew was instrumental in helping grow the assets of two closedended investment companies, Schroder Asia Pacific Fund plc and Schroder Oriental Income Fund Limited into FTSE 250 Companies, serving as investment manager from their respective launches in 1995 and 2005. He holds a BA in history and economics from Oxford University. Matthew is non-executive Chairman of the European Opportunities Trust PLC.
2 years, appointed on 1 February 2022
7 December 2023
Audit & Risk Committee, Management Engagement Committee, Nomination Committee and Remuneration Committee
The Board has reviewed the strong contribution of Matthew Dobbs in light of his expected proposed reelection at the next AGM and has concluded that he brings significant investment insight, and regional experience, to the Board and excellent knowledge of the investment management sector.

Susan Sternglass Noble Independent Non-Executive Director
Over 30 years' experience of investment management and analysis, specialising in financial sector equities, with focus on Global, European and Asian mandates. She holds a B.A. in Asian Studies from Cornell University and a M.S. in Foreign Service from Georgetown University and is a Mandarin Chinese speaker. Susan held senior roles at Goldman Sachs, JP Morgan, CQS and AXA Investment Managers. More recently she has held a number of board, advisory and policy roles. Susan is a non-executive director of Unity Trust Bank, a consultant to The Investor Forum, a director of the US-UK Fulbright Commission and an active angel investor. She was previously a specialist adviser to the Treasury Select Committee of the House of Commons and a Commissioner on the Dormant Assets Commission.
4 years, appointed on 7 August 2020
7 December 2023
Audit & Risk Committee, Management Engagement Committee, Nomination Committee and Remuneration Committee (Chair)
The Board has reviewed the contribution of Susan Sternglass Noble in light of her expected proposed reelection at the next AGM and has concluded that she continues to bring investment, industry and corporate governance expertise to the Board.

Independent Non-Executive Director
A Managing Director at Morgan Stanley until 2015 where he held a number of senior positions in the finance function including head of the EMEA Corporate Financial Control Group. He is a Chartered Accountant and is currently a non-executive director and Chairman of the Audit Committee of SMBC Nikko Capital Markets Limited and a non-executive director and Chairman of the Audit Committee of TD Bank Europe Limited.
Deemed service 5 years, having joined the board of New Dawn on 1 October 2019 before being appointed to the Company's Board on 9 November 2023
Elected on 7 December 2023
Audit & Risk Committee (Chairman), Management Engagement Committee, Nomination Committee and Remuneration Committee
The Board has reviewed the contribution of Stephen Souchon in light of his expected proposed re-election at the next AGM and concluded that he has assumed the role of Chairman of the Audit & Risk Committee seamlessly bringing expert relevant accounting and financial knowledge to the Company.

Nicole Yuen Independent Non-Executive Director
A former partner at the law firm Clifford Chance, Hong Kong, followed by a career in investment banking as a Managing Director at UBS and latterly, Credit Suisse. She was with UBS for a period of 18 years where she held a number of senior positions and was responsible for setting up and managing UBS' Greater China business. She joined Credit Suisse in 2012 where she was Chief Operating Officer for the Greater China region and Head of Equities, North Asia until 2018. She also sits on the board of Interactive Brokers Group, Inc. as its independent nonexecutive director.
Deemed service 2 years, having joined the board of New Dawn on 1 October 2022 before being appointed to the Company's Board on 9 November 2023
Elected on 7 December 2023
Audit & Risk Committee, Management Engagement Committee, Nomination Committee and Remuneration Committee
The Board has reviewed the contribution of Nicole Yuen in light of her expected proposed re-election at the next AGM and concluded that she has brought significant expert investment insight and knowledge of Asia and in particular the Greater China region to the Board.
At 31 August 2024, the Company had 157,116,517 fully paid Ordinary shares of 20p each in issue (2023: 113,745,386) with a further 55,390,830 Ordinary shares of 20p held in treasury (2023: 45,866,291). During the year to 31 August 2024 9,524,539 Ordinary Shares were bought back and held in treasury (2023: 5,940,615). Subsequent to the period end a further 891,234 Ordinary shares have been purchased in the market for treasury.
On 8 November 2023 52,895,670 new Ordinary shares were issued in consideration for the acquisition of approximately £214.7m of net assets following the conclusion of the combination with abrdn New Dawn. Further details on the changes to the capital structure during the year ended 31 August 2024 are provided in note 14.
The Ordinary shares carry a right to receive dividends which are declared from time to time by an ordinary resolution of the Company (up to the amount recommended by the Board) and to receive any interim dividends which the Directors may resolve the Company should pay. On a winding-up, after meeting the liabilities of the Company, the surplus assets will be paid to Ordinary shareholders in proportion to their shareholdings. On a show of hands, every Ordinary shareholder present in person, or by proxy, has one vote and, on a poll, every Ordinary shareholder present in person has one vote for each share held and a proxy has one vote for every share represented.
There are no restrictions concerning the holding or transfer of the Ordinary shares and there are no special rights attached to any of the shares. The Company is not aware of any agreements between shareholders which may result in any restriction on the transfer of shares or the voting rights.
In the event of a winding-up of the Company, the Ordinary shares will rank behind any creditors or prior ranking capital of the Company.
The Directors of the Company who were in office during the year and up to the date of signing the financial statements were James Will, Matthew Dobbs, Susan Sternglass Noble, Stephen Souchon (appointed 9 November 2023) and Nicole Yuen (appointed 9 November 2023). In addition, Donald Workman was appointed a Director on 9 November 2023 and retired from the Board on 9 May 2024. Gaynor Coley and Charlie Ricketts also retired from the Board on 9 May 2024. Biographies of the current Directors of the Company are shown on pages 46 to 48.
The Company's articles of association indemnify each of the Directors out of the assets of the Company against any liabilities incurred by them as a Director of the Company in defending proceedings, or in connection with any application to the Court in which relief is granted. In addition, the Directors have been granted qualifying indemnity provisions by the Company which are currently in force. Directors' and Officers' liability insurance cover has been maintained throughout the year at the expense of the Company.
The Directors have declared an interim dividend in lieu of the final dividend of 6.6p per Ordinary share (2023: 6.6p) in respect of the year ended 31 August 2024 which will be paid on 31 December 2024 to shareholders on the register on 6 December 2024. The ex-dividend date is 5 December 2024.
The Company has appointed abrdn Fund Managers Limited ("aFML"), a wholly owned subsidiary of abrdn plc, as its alternative investment fund manager. By way of group delegation agreements within the abrdn Group the management of the Company's investment portfolio is delegated to abrdn (Asia) Limited and company secretarial services and administrative services are provided by abrdn Holdings Limited.
Details of the management agreement, including the notice period and fees paid to the abrdn Group companies during the year ended 31 August 2024, are shown in note 20 to the financial statements.
Continued
As detailed in the Company's circular to shareholders dated 22 September 2023, with effect from 8 November 2023, the date of the completion of the combination with abrdn New Dawn, the management fee payable by the Company to AFML was reduced to 0.75 per cent. per annum (from 0.85 per cent. per annum) on the initial £350 million of the Company's NAV and 0.50 per cent. per annum on the Company's NAV in excess of £350 million. In addition, the Manager agreed to make a contribution to the costs of the combination proposals by means of a reduction in the management fee payable by the enlarged Company to aFML. The fee reduction constituted a waiver of the management fee that would otherwise be payable by the enlarged company to AFML in respect of the assets transferred by abrdn New Dawn for the first six months following the effective date of the combination.
On 26 July 2024 the Company entered into a deemed notice agreement ("Agreement") with aFML. Under the Agreement it was agreed that, inter alia, in the event of a termination notice being served by the Company under the management agreement within twelve months of the date of the Agreement, aFML would deem such notice to have been served on 26 July 2024, without prejudice to the repayment provisions linked to the cost contribution by aFML in connection with the combination with abrdn New Dawn set out in the management agreement as amended. Refer to Note 23 on page 101 for further details.
The Company has a £75 million multicurrency revolving facility with The Royal Bank of Scotland International Limited, London Branch with a maturity date of 29 March 2025.
The Statement of Corporate Governance, which forms part of the Directors' Report, is contained on pages 52 to 57.
As set out in more detail in the Chairman's Statement on pages 6 and 7, it is proposed that the Company combines with Invesco Asia Trust plc ("Invesco Asia"). The combination, if approved by each company's shareholders, will be effected by way of a scheme of reconstruction and winding up of the Company under section 110 of the Insolvency Act 1986 and the associated transfer of part of the assets and undertaking of the Company to Invesco Asia in exchange for the issue of new ordinary shares in Invesco Asia (the "Proposal"). The outcome of the general meetings to make the Proposal effective represents a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. Notwithstanding this material uncertainty, the Board has concluded that it remains appropriate to continue to prepare the financial statements on a going concern basis. In reaching this conclusion, the Board has come to the view that, as the Proposal is contingent on shareholder approval and the Company is considered solvent in all other regards, there is no irrevocable path to liquidation and thus going concern remains the most appropriate basis for preparation. In reaching this conclusion, the Board has also given due consideration to the risks associated with the Proposal.
The Board has also given consideration to the liquidity of the investment portfolio. The Company's assets consist substantially of equity shares in companies listed on recognised stock exchanges and in most circumstances are realisable within a short timescale. The Board regularly reviews income and expenditure projections and has set limits for borrowing and reviews compliance with banking covenants, including the headroom available. At the year end, the Company's borrowings were £71.8 million in aggregate drawn down from its £75 million multicurrency revolving loan facility maturing on 29 March 2025. In the event of the Company being unable to renew the facility on maturity, it is anticipated that it would be repaid from the proceeds of investment sales. In considering the going concern basis of accounting, the Directors have also taken into account the potential requirement of the Board to propose a resolution to approve the continuation of the Company at future Annual General Meetings (earliest being 2026).
At 31 August 2024 the Company had been notified or was aware of the following substantial interests in the Ordinary shares:
| Shareholder | Number of Ordinary shares held |
% held |
|---|---|---|
| City of London Investment Management |
47,409,009 | 30.2 |
| Allspring Global Investments | 19,905,512 | 12.7 |
| Lazard Asset Management | 12,828,472 | 8.2 |
| interactive investor | 10,507,724 | 6.7 |
| 1607 Capital Partners | 6,633,529 | 4.2 |
| Rathbones | 5,234,682 | 3.3 |
On 11 November 2024 the Company was notified by 1607 Capital Partners that they held 8,123,094 Ordinary shares (5.2% of the issued capital). As at the date of this Report, no other changes to the above interests had been notified to the Company.
The respective responsibilities of the Directors and the independent auditors in connection with the financial statements appear on pages 52 and 74.
The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditors are unaware and each Director has taken all the steps that he or she ought to have taken as a Director to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information. The Directors confirm that no non audit services were provided by the auditor during the year and the Directors remain satisfied that the auditor's objectivity and independence is being safeguarded.
All of the Company's activities are outsourced to third parties. The Company therefore has no greenhouse gas emissions to report from the operations of its business, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013. For the same reason as set out above, the Company considers itself to be a low energy user under the SECR regulations and therefore is not required to disclose energy and carbon information. Further information on the Manager's obligatory disclosures under the Taskforce on Climate-related Financial Disclosures ("TCFD") may be found on the Company's website.
The rules concerning the appointment and replacement of Directors, amendments to the articles of association and powers to issue or buy back the Company's shares are contained in the articles of association of the Company and the Companies Act 2006. There are no agreements which the Company is party to that might affect its control following a takeover bid; and there are no agreements between the Company and its Directors concerning compensation for loss of office. Other than the management agreement with the Manager, further details of which are set out on pages 49 and 50 the Company is not aware of any contractual or other agreements which are essential to its business which ought to be disclosed in the Directors' Report.
The financial risk management objectives and policies arising from its financial instruments and the exposure of the Company to risk are disclosed in note 18 to the Financial Statements.
By order of the Board, abrdn Holdings Limited Secretary Edinburgh 22 November 2024
Registered office: 1 George Street Edinburgh EH2 2LL Company Registration Number: SC106049
The Company is committed to high standards of corporate governance. The Board is responsible for good governance, and this statement describes how the Company applies the principles identified in the UK Corporate Governance Code published in 2018 (the "UK Code"), which is available on the Financial Reporting Council's website: www.frc.org.uk, throughout the financial year.
The Company is a member of the Association of Investment Companies ("AIC"), which has published its own Code of Corporate Governance to recognise the special circumstances of investment trusts (www.theaic.co.uk) which is approved by the FRC.
The Board confirms that, during the year to 31 August 2024, the Company complied with the recommendations of the AIC Code and the relevant provisions of the UK Code, except as set out below:
For the reasons set out in the AIC Code, and as explained in the UK Code, the Board considers that these provisions are not relevant to the position of the Company, being an externally managed investment company.
The Board is cognisant of the FRC's new Corporate Governance Code 2024 provisions effective for financial years commencing on 1 January 2025 and is in the process of assessing any consequential changes to be made to operations and governance.
The Board consists of five non-executive Directors. Each Director has the requisite range of business and financial experience to enable the Board to provide clear and effective leadership and proper stewardship of the Company. Matthew Dobbs is the Senior Independent Director ("SID") and is available to shareholders in the event that there are concerns that cannot be resolved through discussion with the Chairman.
Biographical details for each of the Directors, including their significant external appointments, can be found on pages 46 to 48.
All Directors are considered to be independent of the Manager and to be free of any material relationship with the Manager which could interfere with the exercise of their independent judgement. Subject both to annual reelection and renewal of the appointment every three years, a Director's tenure of office (including that of the Chairman) will normally be for up to nine years. When making a recommendation for re-electing a Director, the Board will take into account the on-going requirements of the UK Code.
The Board normally meets at least five times each year, and more frequently where business needs require. In addition, there is regular contact between the Directors and the Manager throughout the year. The table below sets out the number of routine Board and Committee meetings attended by each Director during the year compared to the number of meetings that each Director was eligible to attend. Directors also have additional discussions when required to address administrative matters and ad hoc issues between scheduled Board meetings.
| Director | Board Meetings | Audit & Risk Committee Meetings¹ |
Remuneration Committee Meetings |
Nomination Committee Meetings |
Management Engagement Committee Meetings |
|---|---|---|---|---|---|
| James Will 1 | 5 (5) | n/a | 1 (1) | 1 (1) | 2 (2) |
| Matthew Dobbs | 5 (5) | 3 (3) | 1 (1) | 1 (1) | 2 (2) |
| Susan Sternglass Noble | 5 (5) | 3 (3) | 1 (1) | 1 (1) | 2 (2) |
| Stephen Souchon 2 | 4 (4) | 2 (2) | 1 (1) | 0 (0) | 0 (0) |
| Nicole Yuen 3 | 4 (4) | 2 (2) | 1 (1) | 0 (0) | 0 (0) |
| Donald Workman 4 | 3 (3) | 1 (1) | 0 (0) | 0 (0) | 0 (0) |
| Gaynor Coley 5 | 4 (4) | 2 (2) | 0 (0) | 1 (1) | 2 (2) |
| Charlie Ricketts 6 | 4 (4) | 2 (2) | 0 (0) | 1 (1) | 2 (2) |
¹ All Directors are members of all Committees of the Board with the exception of James Will who can, upon invitation, attend Audit & Risk Committee meetings as an observer. 2 Stephen Souchon was appointed to the Board on 9 November 2023
3 Nicole Yuen was appointed to the Board on 9 November 2023
4 Donald Workman was appointed to the Board on 9 November 2023 and retired from the Board on 9 May 2024
5 Gaynor Coley retired from the Board on 9 May 2024
6 Charlie Ricketts retired from the Board on 9 May 2024
The Board recognises the importance of having a range of skilled, experienced individuals with the right knowledge represented on the Board in order to allow it to fulfil its obligations. The Board also recognises the benefits and is supportive of, and will give due regard to, the principle of diversity in its recruitment of new Board members. The Board will not display any bias for age, gender, race, sexual orientation, socio-economic background, religion, ethnic or national origins or disability in considering the appointment of Directors. In view of its size, the Board will continue to ensure that all appointments are made on the basis of merit against the specification prepared for each appointment. In doing so, the Board will seek to meet the targets set out in the FCA's Listing Rule 6.6.6R (9)(a), which are set out below.
In accordance with LR 6.6.6R (9), (10) and (11) the Board has provided the following information in relation to its diversity.
| Number of board members |
Percentage of the board |
Number of senior positions on the board (CEO, CFO, Chair and SID) |
Number in executive management |
Percentage of executive management |
|
|---|---|---|---|---|---|
| Men | 3 | 60% | 3 (note 3) |
n/a (note 4) |
n/a (note 4) |
| Women | 2 | 40% (note 1) | - | ||
| Not specified/prefer not to say | - | - | - |
| Number of board members |
Percentage of the board |
Number of senior positions on the board (CEO, CFO, Chair and SID) |
Number in executive management |
Percentage of executive management |
|
|---|---|---|---|---|---|
| White British or other White | |||||
| (including minority-white groups) | 4 | 80% | 3 | n/a | n/a |
| (note 3) | (note 4) | (note 4) | |||
| Mixed / Multiple Ethnic Groups | - | - | - | ||
| Asian/Asian British | 1 | 20% | - | ||
| (note 2) | |||||
| Black/African/Caribbean/Black British | - | - | - | ||
| Other ethnic group, including Arab | - | - | - | ||
| Not specified/prefer not to say | - | - | - |
1 The Company met the target that at least 40% of Directors are women as set out in LR 6.6.6R (9)(a)(i) for the year ended 31 August 2024.
2 The Company meets the target that at least one Director is from a minority ethnic background as set out in LR 6.6.6R (9)(a)(iii) for the year ending 31 August 2024.
3 As an investment trust with no executive management, the Board has included the role of Audit Committee Chairman as one of the senior positions that it is reporting upon. The Company does not meet the target that at least one of the senior positions is held by a woman set out in LR 6.6.6R(a)(ii) for the year to 31 August 2024 as the Company does not have a CEO/CFO and neither the Chairman, Audit Committee Chairman nor the Senior Independent Director is a woman.
4 This column is not applicable as the Company is externally managed and does not have any executive staff.
The information included above in relation to the gender and ethnic background of the Board has been obtained following confirmation from the individual Directors. Although not required to be disclosed under the FCA's Listing Rules, the Board notes that the Company's lead portfolio managers are one male and one female, both of whom are based in Singapore and one of whom is Asian.
There have been no changes since the year end that have affected the Company's ability to meet the targets set out in LR 6.6.6R (9)(a).
The Board has overall responsibility for the Company's affairs. It delegates, through a management agreement and specific instructions, the day-to-day management of the Company to the Manager, abrdn Fund Managers Limited. The Board has a schedule of matters reserved to it for decision, and the requirement for Board approval on these matters is communicated directly to the senior staff of the Manager.
Such matters include overall strategy, review of investment policy, performance, gearing policy, treasury, corporate governance policy, promotional activities and communications with shareholders.
Full and timely information is provided to the Board to enable the Directors to function effectively and to discharge their responsibilities. At each meeting the Board reviews the following:
No contract or arrangement subsisted during the period in which any of the Directors was materially interested. The Board monitors, on a regular basis, the direct and indirect interests of each Director and has concluded that there were no situations which gave rise to an interest of a Director which conflicted with the interests of the Company. The Board adopts a zero-tolerance approach to bribery and corruption and has implemented appropriate procedures designed to prevent bribery.
It is the Company's policy to conduct all of its business in an honest and ethical manner. The Board takes a zerotolerance approach to facilitation of tax evasion, whether under UK law or under the law of any foreign country.
The Company has a policy of ensuring that all nonexecutive directors of the Company have sufficient time to commit to the respective duties and responsibilities applicable to their particular Board roles.
When making new appointments, the Board takes into account other demands on potential candidates' time and prior to appointment any significant commitments are disclosed with an indication of the time involved. In the year under review the Board assessed the time commitment of each individual Director on external appointments. Each Director's aggregate time commitment is discussed with him or her as part of the annual appraisal process.
In the year under review, all Directors were considered to have sufficient time to commit to their respective roles on the Board, taking account of their external appointments.
If at any time any Director wishes to accept an additional significant external appointment, the prior approval of the Board is first required. In considering whether to grant such approval, the Board will in particular consider the Director's other time commitments and any potential conflicts of interest.
The Board has appointed four Committees with specific operations as set out below. The terms of reference, which clearly define the responsibilities of each Committee are available on the Company's website. The terms of reference of each of the Committees are renewed and re-assessed by the Board for their adequacy on an ongoing basis.
The Audit & Risk Committee Report is contained on pages 58 to 60.
Continued
The Remuneration Committee, which comprises all Directors and is chaired by Susan Sternglass Noble, is responsible for determining the level of Directors' fees, having regard to external sources. The terms of reference are available on request and on the Company's website. Further information may be found in the Directors' Remuneration Report.
The Management Engagement Committee, which comprises all the Directors and is chaired by James Will, reviews the performance of the Manager and its compliance with the management agreement.
The Committee keeps the resources of the Manager under constant review, conducts an annual review of the terms and conditions of the management agreement ("Agreement") and undertakes an evaluation of the Manager's performance under this Agreement. In monitoring the performance of the Manager, the Board reviews the investment performance, management processes, risk control mechanisms and promotional activities of the Manager.
As a result of these reviews, the Board concluded that the Manager has the promotional, secretarial and administrative skills required for the effective operation of the Company. The Board however continued to be disappointed with the longer term investment performance of the Company. The Board announced on 28 October 2024 that it had concluded its strategic review and had agreed heads of terms with the board of Invesco Asia Trust plc in respect of the proposed combination of the Company with Invesco Asia.
On 26 July 2024 the Company entered into a deemed notice agreement ("Agreement") with aFML. Under the Agreement, it was agreed that, inter alia, in the event of a termination notice being served by the Company under the management agreement within twelve months of the date of the Agreement, aFML would deem such notice to have been served on 26 July 2024, without prejudice to the repayment provisions linked to the cost contribution by aFML in connection with the combination with abrdn New Dawn set out in the management agreement as amended. Refer to Note 23 on page 101 for further details.
A Nomination Committee was established in January 2020, which comprises all Directors and is chaired by James Will, and has responsibility for Board evaluation, succession planning, new appointments and training.
An appraisal of each Director, including the Chairman, and of the operation of the Board and its Committees, was undertaken during the year. The Chairman's performance assessment was led by the Senior Independent Director. The Board also reviewed the Chairman's and Directors' other commitments. The Board is satisfied that each Director's performance continues to be effective, and that each remains fully committed to the Company.
In line with the Company's strong commitment to its corporate governance responsibilities, the Board regularly reviews its performance and structure to ensure it has the correct mix of relevant skills, diversity and experience for the effective conduct of the Company's business to complement the existing composition of the Board whilst having due regard for the benefits of diversity, including gender and ethnicity, on the Board.
New Board appointments are identified against the requirements of the Company's business and the need to have a balanced Board and are routinely facilitated by an external search consultant to ensure that a wide range of candidates can be considered.
The Board has implemented the provisions of the UK Code whereby all Directors of the Company will stand for reelection on an annual basis. The Board has reviewed the skills and experience of each Director, and supports their re-election.
New Directors are given appropriate induction from the Manager covering legal responsibilities, the Manager's operations and investment trust industry matters. All Directors are entitled to receive appropriate and relevant training. If necessary, there is a procedure for a Director to take independent professional advice at the Company's expense.
The Directors place great importance on communication with shareholders. Besides shareholders, the report and financial statements are widely distributed to other parties who have an interest in the Company's performance. Shareholders and potential investors may obtain up-todate information on the Company through the Manager's freephone information service, and the Company responds to letters from shareholders on a wide range of issues. The Company's annual and half-yearly reports and other publications can be downloaded from the Company's website, asiadragontrust.co.uk.
The Board's policy is to communicate directly with shareholders and their representative bodies without the involvement of the management group (either the Company Secretary or the Manager) in situations where direct communication is required. The Chairman meets with representatives of the major shareholders during the financial year on an annual basis in order to gauge their views. The Manager maintains regular contact with institutional shareholders and feeds back shareholder views to the Board.
It is the intention of the Board that, in the ordinary course, the notice of the Annual General Meeting is normally sent out at least 20 working days in advance of the meeting. The Board encourages shareholders to attend and participate at the Company's AGM. At the AGM, the Investment Manager provides a presentation at the meeting outlining the key investment issues that affect the Company and all shareholders have the opportunity to raise questions. Proxy voting figures for each resolution are announced to the meeting and details are also available on the Company's website.
Our Investment Manager's approach to ESG considerations is included on pages 25 to 28.
The FCA's Consumer Duty rules were published in July 2022. The rules comprise a fundamental component of the FCA's consumer protection strategy and aim to improve outcomes for retail customers across the entire financial services industry through the assessment of various outcomes, one of which is an assessment of whether a product provides value. Under the Consumer Duty, the Manager is the product 'manufacturer' of the Company and therefore the Manager was required to publish its assessment of value from April 2023. The Manager uses its proprietary assessment methodology to assess the Company as 'expected to provide fair value for the reasonably foreseeable future'. The Board has reviewed the Manager's basis of assessment and no concerns were identified with either the assessment method or the outcome of the assessment.
The Company supports the UK Stewardship Code and seeks to play its role in supporting good stewardship of the companies in which it invests. Responsibility for actively monitoring the activities of portfolio companies has been delegated by the Board to the Manager which has subdelegated that authority to the Investment Manager. abrdn plc is a tier 1 signatory of the UK Stewardship Code which aims to enhance the quality of engagement by investors with investee companies in order to improve their socially responsible performance and the long term investment return to shareholders. While delivery of stewardship activities has been delegated to the Manager, the Board acknowledges its role in setting the tone for the effective delivery of stewardship on the Company's behalf.
The Board has also given discretionary powers to the Manager to exercise voting rights on resolutions proposed by the investee companies within the Company's portfolio. The Manager reports on a quarterly basis on stewardship (including voting) issues.
James Will, Chairman 22 November 2024
The Audit & Risk Committee (the "Committee") presents its Report for the year ended 31 August 2024.
The Committee is chaired by Stephen Souchon, who is a chartered accountant, and comprises all Directors, with the exception of James Will who can, upon invitation, attend meetings as an observer. The Committee is satisfied that, as a whole, it has the necessary recent and relevant financial experience and competence relevant to the investment trust sector in order to fulfil its responsibilities. The main responsibilities of the Committee are:
The Committee undertakes an annual performance evaluation, in relation to discharging its responsibilities, through questionnaires and discussion.
The respective responsibilities of the Directors and the external auditors in connection with the financial statements appear on pages 65 and 74.
The Committee meets at least three times per year when it reviews the annual and half yearly financial reports in detail. Reports from the Manager's internal audit, risk and compliance departments are also considered by the Committee which cover internal control systems, risk and the conduct of the business in the context of its regulatory environment.
In accordance with the Disclosure and Transparency Rules 7.2.5, the Board is responsible for the Company's system of internal control and has reviewed the effectiveness of the Company's risk management and internal control systems. The Board confirms that there is an ongoing and robust process for identifying, evaluating and managing the significant risks faced by the Company which include financial, operational, compliance and reputational risks.
Under the Management Agreement, the management of the Company's assets has been delegated to the Manager within overall guidelines. Risks are identified and documented through a risk management framework by each function within the Manager's activities. The internal control systems operated by the Manager are monitored and supported by an internal audit function which undertakes periodic examination of business processes and ensures that recommendations to improve controls are implemented. Any weaknesses identified are reported to the Board, and timetables are agreed for implementing improvements to systems. The implementation of any remedial action required is monitored and feedback provided to the Board.
This process has been in place for the year under review and up to the date of approval of this annual report and financial statements. It is regularly reviewed by the Board and accords with the Financial Reporting Council's Guidance on Internal Controls.
In addition, the Board has adopted its own risk matrix which identifies the key risks for the Company and covers strategy, investment management, operations, regulatory and financial obligations and third party service providers. A monitoring system is undertaken whereby the controls to mitigate these risks, and the impact of the residual risks, are assessed on a regular basis. The risk matrix is formally reviewed on a six monthly basis in order to identify emerging risks which may arise. Details of the emerging and principal risks faced by the Company are provided in Overview of Strategy on pages 19 to 21.
The key components designed to provide effective internal control are outlined below:
Internal control systems are designed to meet the Company's particular needs and the risks to which it is exposed. Accordingly, the internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives and by their nature can only provide reasonable, and not absolute, assurance against material misstatement or loss.
During its review of the Company's financial statements for the year ended 31 August 2024, the Audit & Risk Committee considered the following significant matters, in particular those communicated by the Independent Auditors during its planning and reporting of the year end audit.
How the matter was addressed - the Company uses the services of an independent depositary (BNP Paribas SA, London Branch) (the "Depositary") to hold the assets of the Company. An annual internal control report is received from the Depositary and reviewed by the Audit & Risk Committee. This provides details of the Depositary's control environment. The investment portfolio is reconciled regularly by the Manager. The portfolio is reviewed and verified by the Manager on a regular basis and management accounts, including a full portfolio listing, are prepared quarterly and are considered at the quarterly meetings of the Board. The Audit & Risk Committee also considered the Independent Auditor's work and conclusions in this area.
The valuation of investments is undertaken in accordance with the accounting policies disclosed in note 2 to the financial statements.
The Audit & Risk Committee satisfied itself that there were no issues associated with the valuation, existence and ownership of the investments which needed to be addressed.
How the matter was addressed - the recognition of dividend income is undertaken in accordance with accounting policy note 2 to the financial statements. Special dividends are allocated to the capital or revenue accounts according to the nature of the payment and the specific circumstances. Management accounts are reviewed by the Board on a quarterly basis and discussions take place with the Manager regarding the allocation of any special dividends that have been received. The Audit & Risk Committee also considered the Independent Auditor's work and conclusions in this area.
The Audit & Risk Committee concluded that there were no issues associated with the recognition of dividend income which needed to be addressed.
The Company's compliance with investment trust status, under section 1158 of the Corporation Tax Act 2010, is monitored by the Manager on an ongoing basis and reported to the Committee.
The Committee has reviewed the independence and the effectiveness of the external auditors, PricewaterhouseCoopers LLP ("PwC"), as follows:
In 2020 the Committee undertook an audit tender, following which the Board recommended the appointment of PwC as the Company's auditors. Shareholders overwhelmingly voted in favour of the appointment of PwC at the Company's AGM on 10 December 2020.
In accordance with present professional guidelines the Senior Statutory Auditor is rotated after no more than five years and the year ended 31 August 2024 will be the first year for which the present Senior Statutory Auditor, Ms Gillian Alexander, has served. The Committee considers PwC, the Company's auditors, to be independent of the Company.
Chairman of Audit & Risk Committee 22 November 2024
The Board has prepared this Remuneration Report in accordance with the regulations governing the disclosure and approval of Directors' remuneration. This Remuneration Report comprises three parts:
The law requires the Company's auditors to audit certain of the disclosures provided in the Remuneration Report. Where disclosures have been audited, they are indicated as such. The auditor's opinion is included in the report on page 68.
The Remuneration Policy takes into consideration the principles of the UK Code of Corporate Governance and the AIC's recommendations regarding the application of those principles to investment companies. Directors' remuneration is determined by the Remuneration Committee. The principles remain the same as for previous years. There have been no changes to the Directors' Remuneration Policy during the period of this Report nor are there any proposals for changes in the foreseeable future, except for the Directors' fees, as set out in the Implementation Report below.
The Board's policy is that the remuneration of nonexecutive Directors should reflect the nature of their duties, responsibilities and the value of their time spent and be fair and comparable to that of other investment trusts that are similar in size, have a similar capital structure and have a similar investment objective. No shareholder views were sought in setting the remuneration policy although any comments received from shareholders would be considered on an on-going basis. Fee rates are established by having regard to external sources as to current market levels.
The Directors are non-executive and their fees are set within the limits of the Company's articles of association which limit the aggregate fees payable to the Board of Directors per annum, currently £250,000. The level of cap may be increased by shareholder resolution from time to time.
Directors' & Officers' liability insurance cover is maintained by the Company on behalf of the Directors.
The Directors' Remuneration Policy was last approved by shareholders at the Company's AGM on 7 December 2023. A resolution to approve the Directors' Remuneration Policy will next be proposed at the AGM to be held in 2026.
During the financial year the Board carried out a review of Directors' fees by reference to inflation, measured by the increase in the Consumer Prices Index and taking account of peer group comparisons by sector and by market capitalisation. Following this review, it was decided that the Directors' base fee would be increased, with effect from 1 September 2024, to £33,500 and the additional fees payable would be increased to £13,500 (Chairman), £6,000 (Audit & Risk Committee Chairman) and £2,000 (Senior Independent Director). Prior to these changes, the last increase in Directors' fees was effective from 1 September 2022.
| 1 September 2024 £ |
1 September 2023 £ |
|
|---|---|---|
| Independent Director | 33,500 | 32,000 |
| Additional fee for Chairman | 13,500 | 13,000 |
| Additional fee for Chairman of Audit & Risk Committee |
6,000 | 5,750 |
| Additional fee for SID | 2,000 | 1,600 |
During the year the Board carried out a review of investment performance. The graph below shows the share price and NAV total return (assuming all dividends are reinvested) to Ordinary shareholders compared to the total return from a composite index, in Sterling terms, consisting of the MSCI All Country Asia (ex Japan) Index for the ten year period to 31 August 2024 (rebased to 100 at 31 August 2014). This index was chosen for comparison purposes, as it is the reference index used for investment performance measurement purposes.

At the Company's last AGM, held on 7 December 2023, shareholders approved the Directors' Remuneration Report (other than the Directors' Remuneration Policy) in respect of the year ended 31 August 2023. 99.87% of proxy votes were in favour of the resolution and 0.13% were against. Also at the AGM on 7 December 2023, shareholders approved the Directors' Remuneration Policy with 99.87% of proxy votes in favour and 0.13% against.
As the Company has no employees, the Directors do not consider it appropriate to present a table comparing remuneration paid to Directors with distributions to shareholders. However, for ease of reference, the total fees paid to Directors are shown in the table on page 63 while dividends paid to shareholders are set out in note 8 and share buybacks are detailed in note 14.
The Directors who served in the year received the following fees which exclude employers' NI and any VAT payable. This represents the entire remuneration paid to the Directors. Fees are pro-rated where a change takes place during a financial year. No fees were paid to third parties.
| Director | 2024 £ |
2023 £ |
|---|---|---|
| James Will | 45,000 | 45,000 |
| Matthew Dobbs 1 | 32,347 | 32,000 |
| Susan Sternglass Noble | 32,000 | 32,000 |
| Stephen Souchon 2 | 27,749 | n/a |
| Nicole Yuen 3 | 25,956 | n/a |
| Donald Workman 4 | 16,063 | n/a |
| Gaynor Coley 5 | 26,080 | 37,750 |
| Charlie Ricketts 6 | 23,213 | 33,600 |
| Total | 228,408 | 180,350 |
¹ Matthew Dobbs was appointed Senior Independent Director on 9 May 2024 2 Stephen Souchon was appointed to the Board on 9 November 2023 and became
Audit & Risk Chairman on 9 May 2024
3 Nicole Yuen was appointed to the Board on 9 November 2023
4 Donald Workman was appointed to the Board on 9 November 2023 and retired from
the Board on 9 May 2024
5 Gaynor Coley retired from the Board on 9 May 2024
6 Charlie Ricketts retired from the Board on 9 May 2024
The following table sets out the annual percentage change in Directors' fees for the past five years from 1 September 2019 to 31 August 2024.
| Year ended 31/8/24 |
Year ended 31/8/23 |
Year ended 31/8/22 |
Year ended 31/8/21 |
Year ended 31/8/20 |
|
|---|---|---|---|---|---|
| Fees % |
Fees % |
Fees % |
Fees % |
Fees % |
|
| James Will1 | 0 | 3.5 | 3.6 | 2.9 | 54.1 |
| Matthew Dobbs2 |
1.0 | n/a | n/a | n/a | n/a |
| Susan Sternglass Noble3 |
0 | 3.2 | 3.3 | n/a | n/a |
| Stephen Souchon4 |
n/a | n/a | n/a | n/a | n/a |
| Nicole Yuen5 | n/a | n/a | n/a | n/a | n/a |
1 James Will was appointed to the Board on 1 October 2018 and took over as Chairman on 3 July 2019
2 Matthew Dobbs was appointed to the Board on 1 February 2022 and became Senior Independent Director on 9 May 2024
3 Susan Sternglass Noble was appointed to the Board on 7 August 2020
4 Stephen Souchon was appointed to the Board on 9 November 2023 and became Audit & Risk Committee Chair on 9 May 2024
5 Nicole Yuen was appointed to the Board on 9 November 2023
The Directors (including their connected persons) at 31 August 2024 and 31 August 2023 had no interest in the share capital of the Company other than those interests, all of which are beneficial interests, shown in the table below.
| 31 August 2024 Ordinary shares1 |
31 August 2023 Ordinary shares |
|
|---|---|---|
| James Will | 10,114 | 10,114 |
| Matthew Dobbs | 29,000 | 14,000 |
| Susan Sternglass Noble | 22,500 | 7,500 |
| Stephen Souchon 2 | 16,832 | n/a |
| Nicole Yuen 3 | - | n/a |
| Donald Workman 4 | - | n/a |
| Gaynor Coley 5 | 5,000 | 5,000 |
| Charlie Ricketts 6 | 5,000 | 5,000 |
1 or at date of retirement
2 Stephen Souchon was appointed to the Board on 9 November 2023
3 Nicole Yuen was appointed to the Board on 9 November 2023
4 Donald Workman was appointed to the Board on 9 November 2023 and retired from the Board on 9 May 2024
5 Gaynor Coley retired from the Board on 9 May 2024
6 Charlie Ricketts retired from the Board on 9 May 2024
The above interests were unchanged as at the date of this Report.
On behalf of the Board and in accordance with Part 2 of Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, I confirm that the above Report on Remuneration Policy and Remuneration Implementation summarises, as applicable, for the year to 31 August 2024:
The Directors' Remuneration Report was approved by the Board of Directors and signed on its behalf by:
Chairman of Remuneration Committee 22 November 2024
The Directors are responsible for preparing the Annual Report and financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law they are required to prepare the financial statements in accordance with UK accounting standards, including FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing these financial statements, the Directors are required to:
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the annual financial report.
We confirm that to the best of our knowledge:
We consider the annual report and financial statements, 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.
For Asia Dragon Trust plc James Will, Chairman 22 November 2024
The Company's revenue return per share was 6.73p for the year to 31 August 2024 (2023: 7.06p)
In our opinion, Asia Dragon Trust plc's financial statements:
We have audited the financial statements, included within the Annual Report, which comprise: the Statement of Financial Position as at 31 August 2024; the Statement of Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit & Risk Committee.
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We remained independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC's Ethical Standard were not provided.
We have provided no non-audit services to the Company in the period under audit.
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 2 (a) to the financial statements concerning the Company's ability to continue as a going concern. The Board has proposed that the Company combines with Invesco Asia Trust plc ("Invesco Asia"). The combination, if approved by each Company's shareholders, will be effected by way of a scheme of reconstruction and winding up of the Company under section 110 of the Insolvency Act 1986 and the associated transfer of part of the assets and undertaking of the Company to Invesco Asia in exchange for the issue of new ordinary shares in Invesco Asia. These conditions, along with the other matters explained in note 2 (a) to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern.
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:
In relation to the Directors' reporting on how they have applied the UK Corporate Governance Code, other than the material uncertainty identified in note 2 (a) to the financial statements, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting, or in respect of the Directors' identification in the financial statements of any other material uncertainties to the Company's ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
The Company is a standalone Investment Trust Company and engages abrdn Fund Managers Limited (the "AIFM") to manage its assets.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Key audit matters are those matters that, in the auditors' professional judgement, were of most significance in the 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) identified by the auditors, 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, and any comments we make on the results of our procedures thereon, 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.
In addition to going concern, described in the Material uncertainty related to going concern section above, we determined the matters described below to be the key audit matters to be communicated in our report. This is not a complete list of all risks identified by our audit.
Accounting applied on initial recognition of the acquisition of net assets from abrdn New Dawn Investment Trust plc is a new key audit matter this year. Otherwise, the key audit matters below are consistent with last year.
Refer to the Report of the Audit & Risk Committee Accounting Policies and the Notes to the Financial Statements.
We focused on the accuracy, completeness and occurrence of dividend income recognition as incomplete or inaccurate income could have a material impact on the Company's net asset value and dividend cover.
We also focused on the accounting policy for investment income recognition and its presentation in the Statement of Comprehensive Income for compliance with the requirements of The Association of Investment Companies Statement of Recommended Practice (the "AIC SORP") as incorrect application could indicate a misstatement in income recognition.
We assessed the accounting policy for income recognition for compliance with accounting standards and the AIC SORP and performed testing to confirm that income had been accounted for in accordance with this stated accounting policy. We found that the accounting policies implemented were in accordance with accounting standards and the AIC SORP, and that income has been accounted for in accordance with the stated accounting policy.
We understood and assessed the design and implementation of key controls surrounding income recognition.
We tested the accuracy of all dividend receipts by agreeing the dividend rates for investments to independent market data. We tested occurrence by testing that all dividends recorded in the year had been declared in the market by investment holdings, and we traced a sample of dividends received to bank statements. To test for completeness, we tested, for all investment holdings in the portfolio, that all dividends declared in the market for investment holdings had been recorded.
We tested the allocation and presentation of dividend income between the revenue and capital return columns of the Statement of Comprehensive Income in line with the requirements set out in the AIC SORP by determining the reasons behind dividend distributions.
Based on the audit procedures performed and evidence obtained, we concluded that income from investments was not materially misstated.
Refer to the Report of the Audit & Risk Committee, Accounting Policies and the Notes to the Financial Statements.
The investment portfolio at 31 August 2024 comprised quoted investments of £763 million. We focused on the valuation and existence of investments because investments represent the principal element of the net asset value as disclosed in the Statement of Financial Position in the financial statements.
We tested the valuation of all the listed investments by agreeing the prices used in the valuation to independent third party sources. We tested the existence of listed investments by agreeing the holdings to an independent confirmation from the Depositary, BNP Paribas SA, London Branch, as at 31 August 2024.
No material misstatements were identified from this testing.
| Key audit matter | How our audit addressed the key audit matter |
|---|---|
| Accounting applied on initial recognition of the acquisition of net assets from abrdn New Dawn Investment Trust plc There is an inherent risk due to the significant size and one off nature of the merger with abrdn New Dawn Investment Trust plc that the accounting on initial recognition is not in compliance with FRS 102 or does not reflect the approved agreement between the Company and abrdn New Dawn Investment Trust plc. |
We assessed of the accounting treatment to confirm the appropriateness as an acquisition of assets rather than a Business combination under section 19 of FRS 102. |
| We reviewed the supporting documents and relevant board approvals, which included Board minutes, Circulars and RNS announcements, for consistency with the disclosures in the financial statements. |
|
| We verified the accuracy of the number of shares expected to have been issued based on the agreed upon method per the Circular and 'Companies Act s593 report'. |
|
| Based on the audit procedures performed and evidence obtained, we concluded that the acquisition of assets from abrdn New Dawn Investment Trust has been appropriately accounted for. |
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which it operates.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
In planning our audit, we made enquiries of the Directors to understand the extent of the potential impact of climate change risk on the Company's financial statements. The Directors concluded that the impact on the measurement and disclosures within the financial statements is not material because the Company's investment portfolio is made up of level 1 quoted securities which are valued at fair value based on market prices. We found this to be consistent with our understanding of the Company's investment activities. We also considered the consistency of the climate change disclosures included in the Principal Risks and Uncertainties with the financial statements and our knowledge from 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 in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
| Overall company materiality | £7,116,000 (2023: £4,791,000). |
|---|---|
| How we determined it | Approximately 1% of Net Assets. |
| Rationale for benchmark applied | We believe that net assets is the primary measure used by the shareholders in assessing the performance of the entity, and is a generally accepted auditing benchmark. This benchmark provides an appropriate and consistent year on year basis for our audit. |
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to £5,337,000 (2023: £3,593,000) for the Company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit above £355,000 (2023: £239,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report, for the year ended 31 August 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.
The Listing Rules require us to review the Directors' statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement, included within the Statement of Corporate Governance is materially consistent with the financial statements and our knowledge obtained during the audit, and, except for the matters reported in the
section headed 'Material uncertainty related to going concern', we have nothing material to add or draw attention to in relation to:
Our review of the Directors' statement regarding the longer-term viability of the Company was substantially less in scope than an audit and only consisted of making inquiries and considering the Directors' process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the Company and its environment obtained in the course of the audit.
In addition, 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 and our knowledge obtained during the audit:
We have nothing to report in respect of our responsibility to report when the Directors' statement relating to the Company's compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
As explained more fully in the Statement of Directors' Responsibilities, the Directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
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.
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 auditors' 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.
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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches of section 1158 of the Corporation Tax Act 2010, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to were related to posting inappropriate journal entries to increase revenue (investment income and capital gains) or to increase net asset value. Audit procedures performed by the engagement team included:
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
This report, including the opinions, has been prepared for and only for the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Under the Companies Act 2006 we are required to report to you if, in our opinion:
We have no exceptions to report arising from this responsibility.
Following the recommendation of the Audit & Risk Committee, we were appointed by the members on 10 December 2020 to audit the financial statements for the year ended 31 August 2021 and subsequent financial periods. The period of total uninterrupted engagement is four years, covering the years ended 31 August 2021 to 31 August 2024.
for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Edinburgh
22 November 2024
| Year ended 31 August 2024 | Year ended 31 August 2023 | |||||||
|---|---|---|---|---|---|---|---|---|
| Notes | Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
||
| Gains/(losses) on investments held at fair value through profit or loss |
10 | – | 59,862 | 59,862 | – | (106,052) | (106,052) | |
| Currency gains/(losses) | – | 1,398 | 1,398 | – | (1,140) | (1,140) | ||
| Income | 3 | 14,289 | – | 14,289 | 11,829 | – | 11,829 | |
| Investment management fee | 4 | (876) | (2,629) | (3,505) | (960) | (2,879) | (3,839) | |
| Administrative expenses | 5 | (1,184) | – | (1,184) | (1,054) | (2) | (1,056) | |
| Net return/(loss) before finance costs and taxation | 12,229 | 58,631 | 70,860 | 9,815 | (110,073) | (100,258) | ||
| Interest payable and similar charges | 6 | (781) | (2,343) | (3,124) | (534) | (1,602) | (2,136) | |
| Return/(loss) before taxation | 11,448 | 56,288 | 67,736 | 9,281 | (111,675) | (102,394) | ||
| Taxation | 7 | (1,233) | (6,673) | (7,906) | (1,015) | (334) | (1,349) | |
| Return/(loss) after taxation | 10,215 | 49,615 | 59,830 | 8,266 | (112,009) | (103,743) | ||
| Return per share (pence) | 9 | 6.73 | 32.71 | 39.44 | 7.06 | (95.72) | (88.66) |
The total column of this statement represents the profit and loss account of the Company.
All revenue and capital items in the above statement derive from continuing operations.
The accompanying notes on pages 81 to 101 are an integral part of the financial statements.
| Notes | As at 31 August 2024 £'000 |
As at 31 August 2023 £'000 |
|
|---|---|---|---|
| Non-current assets | |||
| Investments at fair value through profit or loss | 10 | 763,160 | 509,219 |
| Current assets | |||
| Debtors and prepayments | 11 | 1,715 | 3,114 |
| Cash and cash equivalents | 12 | 27,443 | 10,942 |
| 29,158 | 14,056 | ||
| Creditors: amounts falling due within one year | |||
| Bank loan | 13(a) | (71,822) | (39,992) |
| Other creditors | 13(b) | (1,865) | (2,040) |
| (73,687) | (42,032) | ||
| Net current liabilities | (44,529) | (27,976) | |
| Non-current liabilities | |||
| Creditors: amounts falling due after more than one year | |||
| Deferred tax liability on Indian capital gains | 13(c) | (7,005) | (2,074) |
| Net assets | 711,626 | 479,169 | |
| Share capital and reserves | |||
| Called-up share capital | 14 | 42,501 | 31,922 |
| Share premium account | 264,372 | 60,416 | |
| Capital redemption reserve | 28,154 | 28,154 | |
| Capital reserve | 15 | 332,685 | 317,532 |
| Revenue reserve | 43,914 | 41,145 | |
| Total shareholders' funds | 711,626 | 479,169 | |
| Net asset value per Ordinary share (pence) | 16 | 452.93 | 421.26 |
The financial statements on pages 77 to 101 were approved by the Board of Directors and authorised for issue on 22 November 2024 and were signed on its behalf by:
Chairman
The accompanying notes on pages 81 to 101 are an integral part of the financial statements.
| Notes | Share capital £'000 |
Share premium account £'000 |
Capital redemption reserve £'000 |
Capital reserve £'000 |
Revenue reserve £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|
| Balance at 1 September 2023 | 31,922 | 60,416 | 28,154 | 317,532 | 41,145 | 479,169 | |
| Return after taxation | – | – | – | 49,615 | 10,215 | 59,830 | |
| Buyback of Ordinary shares for treasury | 14 | – | – | – | (34,462) | – | (34,462) |
| Issue of shares in respect of transaction with New Dawn |
22 | 10,579 | 204,150 | – | – | – | 214,729 |
| Cost of shares issued in respect of transaction with New Dawn |
– | (194) | – | – | – | (194) | |
| Dividend paid | 8 | – | – | – | – | (7,446) | (7,446) |
| Balance at 31 August 2024 | 42,501 | 264,372 | 28,154 | 332,685 | 43,914 | 711,626 |
| Notes | Share capital £'000 |
Share premium account £'000 |
Capital redemption reserve £'000 |
Capital reserve £'000 |
Revenue reserve £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|
| Balance at 1 September 2022 | 31,922 | 60,416 | 28,154 | 453,273 | 40,604 | 614,369 | |
| Return after taxation | – | – | – | (112,009) | 8,266 | (103,743) | |
| Buyback of Ordinary shares for treasury | 14 | – | – | – | (23,732) | – | (23,732) |
| Dividend paid | 8 | – | – | – | – | (7,725) | (7,725) |
| Balance at 31 August 2023 | 31,922 | 60,416 | 28,154 | 317,532 | 41,145 | 479,169 |
The capital reserve includes investment holding gains amounting to £147,445,000 (2023 – £32,413,000), as disclosed in note 10.
The Revenue reserve and the part of the Capital reserve represented by realised capital gains represent the amount of the Company's reserves distributable by way of dividend.
The accompanying notes on pages 81 to 101 are an integral part of the financial statements.
| Year ended | Year ended | ||
|---|---|---|---|
| 31 August 2024 | 31 August 2023 | ||
| Notes | £'000 | £'000 | |
| Operating activities | |||
| Net return before taxation | 67,736 | (102,394) | |
| Adjustment for: | |||
| (Gains)/losses on investments | (59,862) | 106,052 | |
| Currency (gains)/losses | (1,398) | 1,140 | |
| Increase in accrued dividend income | (63) | (125) | |
| Decrease in other debtors | 46 | 801 | |
| Increase/(decrease) in other creditors | 56 | (1,262) | |
| Interest payable and similar charges | 6 | 3,124 | 2,136 |
| Overseas withholding tax | (1,111) | (689) | |
| Cash from operations | 8,528 | 5,659 | |
| Interest paid | (3,178) | (2,128) | |
| Net cash inflow from operating activities | 5,350 | 3,531 | |
| Investing activities | |||
| Purchases of investments | (392,915) | (107,627) | |
| Sales of investments | 336,496 | 163,293 | |
| Capital gains tax on sales | (1,742) | (660) | |
| Costs associated with the transaction with New Dawn | (800) | – | |
| Net cash (outflow)/inflow from investing activities | (58,961) | 55,006 | |
| Financing activities | |||
| Equity dividends paid | 8 | (7,446) | (7,725) |
| Buyback of Ordinary shares | (34,640) | (23,824) | |
| Cost of shares issued in respect of the transaction with New Dawn | (194) | – | |
| Net cash acquired and received following the transaction with New Dawn | 22 | 79,172 | – |
| Repayment of bank loans | (15,000) | (20,000) | |
| Drawdown of bank loans | 46,822 | – | |
| Net cash raised from/(used in) financing activities | 68,714 | (51,549) | |
| Increase in cash and cash equivalents | 15,103 | 6,988 | |
| Analysis of changes in cash and cash equivalents during the year | |||
| Opening balance | 10,942 | 5,094 | |
| Effect of exchange rate fluctuations on cash held | 1,398 | (1,140) | |
| Increase in cash and cash equivalents as above | 15,103 | 6,988 | |
| Closing cash and cash equivalents | 27,443 | 10,942 | |
| Represented by: | |||
| Money market funds | 12,001 | 5,001 | |
| Cash and short term deposits | 15,442 | 5,941 | |
| 27,443 | 10,942 |
The accompanying notes on pages 81 to 101 are an integral part of the financial statements.
Asia Dragon Trust plc 81
For the year ended 31 August 2024
The Company is a closed-end investment company, registered in Scotland No SC106049, with its Ordinary shares being listed on the London Stock Exchange.
(a) Basis of preparation. The financial statements have been prepared in accordance with Financial Reporting Standard 102, the Companies Act 2006 and with the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in July 2022. The financial statements are prepared in Sterling which is the functional currency of the Company and rounded to the nearest £'000. They have also been prepared on the assumption that approval as an investment trust will continue to be granted. The accounting policies applied are unchanged from the prior year and have been applied consistently.
The Company's investments and borrowings are made in a number of currencies, however the Board considers the Company's functional currency to be Sterling. In arriving at this conclusion, the Board considered that the shares of the Company are listed on the London Stock Exchange, it is regulated in the United Kingdom, principally having its shareholder base in the United Kingdom, pays dividends and expenses in Sterling. Consequently, the Board also considers the Company's presentational currency to be Sterling.
Going concern. As set out in more detail in the Chairman's Statement on page 6 it is proposed that the Company combines with Invesco Asia Trust plc ("Invesco Asia"). The combination, if approved by each company's shareholders, will be effected by way of a scheme of reconstruction and winding up of the Company under section 110 of the Insolvency Act 1986 and the associated transfer of part of the assets and undertaking of the Company to Invesco Asia in exchange for the issue of new ordinary shares in Invesco Asia (the "Scheme"). The outcome of the general meetings to make the Scheme effective represents a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. Notwithstanding this material uncertainty, the Board has concluded that it remains appropriate to continue to prepare the financial statements on a going concern basis. In reaching this conclusion, the Board has come to the view that, as the Scheme is contingent on shareholder approval and the Company is considered solvent in all other regards, there is no irrevocable path to liquidation and thus going concern remains the most appropriate basis for preparation. In reaching this conclusion, the Board has also given due consideration to the risks associated with the Proposal.
The Board has also given consideration to the liquidity of the investment portfolio. The Company's assets consist substantially of equity shares in companies listed on recognised stock exchanges and in most circumstances are realisable within a short timescale. The Board regularly reviews income and expenditure projections and has set limits for borrowing and reviews compliance with banking covenants, including the headroom available. At the year end, the Company's borrowings were £71.8 million in aggregate drawn down from its £75 million multi-currency revolving loan facility maturing on 29 March 2025. In the event of the Company being unable to renew the facility on maturity, it is anticipated that it would be repaid from the proceeds of investment sales. In considering the going concern basis of accounting, the Directors have also taken into account the potential requirement of the Board to propose a resolution to approve the continuation of the Company at future Annual General Meetings (earliest being 2026). The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern.
Significant accounting judgements, estimates and assumptions. The preparation of financial statements requires the consideration of certain significant accounting judgements, estimates and assumptions when management may need to exercise its judgement in the process of applying the accounting policies and these are continually evaluated. The Directors do not consider there to be any significant estimates within the financial statements.
– expenses directly relating to the acquisition or disposal of an investment, which are charged to the capital column of the Statement of Comprehensive Income and are separately identified and disclosed in note 10; and
– the Company charges 75% of investment management fees and finance costs to the capital column and 25% to the revenue column of the Statement of Comprehensive Income, in accordance with the Board's expected long term return in the form of capital gains and income respectively from the investment portfolio of the Company.
(e) Taxation. The tax expense represents the sum of the tax currently payable and deferred tax. Tax payable is based on the taxable profit for the year. Taxable profit differs from profit before tax as reported in the Statement of Comprehensive Income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the Statement of Financial Position date.
Deferred tax is recognised in respect of all temporary differences at the Statement of Financial Position date, where transactions or events that result in an obligation to pay more tax in the future or right to pay less tax in the future have occurred at the Statement of Financial Position date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted. Deferred tax assets and liabilities are measured at the rates applicable to the legal jurisdictions in which they arise, using enacted tax rates that are expected to apply at the date the deferred tax position is unwound.
Called-up share capital. The Ordinary share capital on the Statement of Financial Position relates to the number of shares in issue and in treasury. Only when the shares are cancelled, either from treasury or directly, is a transfer made to the capital redemption reserve. This reserve is not distributable.
Share premium account. The balance classified as share premium includes the premium above nominal value from the proceeds on issue of any equity share capital comprising Ordinary shares of 20p. This reserve is not distributable.
Capital redemption reserve. The capital redemption reserve arose when Ordinary shares were redeemed, and subsequently cancelled by the Company, at which point an amount equal to the par value of the Ordinary share capital was transferred from the Ordinary share capital to the capital redemption reserve. This reserve is not distributable.
Capital reserve. This reserve reflects any gains or losses on investments realised in the period along with any increases and decreases in the fair value of investments held that have been recognised in the Statement of Comprehensive Income. The realised gains part of reserve is distributable for the purpose of funding share buybacks and dividends.
Revenue reserve. This reserve reflects all income and costs which are recognised in the revenue column of the Statement of Comprehensive Income. The revenue reserve represents the amount of the Company's reserves distributable by way of dividend. The amount of the revenue reserve as at 31 August 2024 may not be available at the time of any future distribution due to movements between 31 August 2024 and the date of distribution.
When making a distribution to shareholders, the Directors determine profits available for distribution by reference to Guidance on realised and distributable profits under the Companies Act 2006 issued by the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of Scotland in April 2017. The availability of distributable reserves in the Company is dependent on those dividends meeting the definition of qualifying consideration within the guidance and on available cash resources of the Company and other accessible sources of funds. The distributable reserves are therefore subject to any future restrictions or limitations at the time such distribution is made.
| 2024 | 2023 | ||
|---|---|---|---|
| £'000 | £'000 | ||
| Income from investments | |||
| Overseas dividend income | 13,508 | 11,618 | |
| UK dividend Income | 434 | - | |
| Stock dividends | 27 | - | |
| 13,969 | 11,618 | ||
| Other income | |||
| Deposit interest | 281 | 140 | |
| Interest from money market funds | 39 | 71 | |
| 320 | 211 | ||
| Total income | 14,289 | 11,829 |
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Investment management fee | 876 | 2,629 | 3,505 | 960 | 2,879 | 3,839 |
Management fees paid to abrdn Fund Managers Limited ("aFML" or "the Manager") are calculated at 0.75% per annum on net assets up to £350 million and 0.50% per annum thereafter. For the period 8 November 2023 to 7 May 2024, there was a management fee waiver in place as a result of the transaction with abrdn New Dawn Investment Trust plc ("New Dawn"). For this period the fee was calculated at 0.51% on net assets up to the value of £350 million and 0.34% on the remaining assets above this threshold. Prior to this date, the management fees were calculated at 0.85% per annum on net assets up to £350 million and 0.50% per annum thereafter. Management fees are calculated and payable on a quarterly basis. Should the Company terminate the management agreement within three years of the date of the transaction with New Dawn, then the Company undertakes to repay all or a proportion of the management fees waived by the Manager based on the time elapsed since completion of the transaction.
Net assets, per the management agreement, and for the purposes of the management fee calculation exclude (i) the value of any investment funds managed by the Manager and (ii) 50% of the value of any investment funds managed or advised by investment managers other than the Manager. During the year and at the year end, the Company held £12,001,000 (2023 – £5,001,000) in Aberdeen Standard Liquidity Fund (Lux) – Sterling Fund, which is managed and administered by abrdn. The Company pays a management fee on the value of these holdings but no fee is chargeable at the underlying fund level. The Company also held investments in abrdn New India Investment Trust of £10,571,000 (2023 – £nil) and abrdn Asia Focus of £3,346,000 (2023 – £nil) which are managed and administered by abrdn plc. The value of these holdings is excluded from the management fee calculation.
The balance due to the Manager at the year end was £1,097,000 (2023 – £905,000).
The management agreement is terminable by the Company on three months' notice or in the event of a change of control in the ownership of the Manager. The notice period required to be given by the Manager is six months.
| 2024 £'000 |
2023 £'000 |
|
|---|---|---|
| Promotional activities | 252 | 240 |
| Directors' fees | 228 | 180 |
| Custody fees | 317 | 219 |
| Depositary fees | 63 | 53 |
| Auditors remuneration: Fees payable to the Company's auditors for | ||
| – audit of the Company's annual report | 54 | 45 |
| Legal and professional fees | 4 | 49 |
| Other expensesA | 266 | 270 |
| 1,184 | 1,056 |
A Includes £nil (2023 – £2,000) paid in relation to costs associated with the combination with abrdn New Dawn Investment Trust PLC and charged to capital.
The Company has an agreement with abrdn Fund Managers Limited for the provision of promotional activities. The total fees paid and payable under the agreement were £248,000 (2023 – £240,000) and the sum due to the Manager at the year end was £42,000 (2023 – £160,000).
No pension contributions were made in respect of any of the Directors.
The Company does not have any employees.
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Interest on bank loans | 780 | 2,340 | 3,120 | 533 | 1,600 | 2,133 |
| Bank interest paid | 1 | 3 | 4 | 1 | 2 | 3 |
| 781 | 2,343 | 3,124 | 534 | 1,602 | 2,136 |
| 2024 | 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
||||
| (a) | Analysis of charge for the year | ||||||||
| Indian capital gains tax charge on sales | – | 1,742 | 1,742 | – | 660 | 660 | |||
| Overseas tax suffered | 1,233 | – | 1,233 | 1,015 | – | 1,015 | |||
| Total current tax charge for the year | 1,233 | 1,742 | 2,975 | 1,015 | 660 | 1,675 | |||
| Movement of deferred tax liability on Indian capital gains |
– | 4,931 | 4,931 | – | (326) | (326) | |||
| Total tax charge for the year | 1,233 | 6,673 | 7,906 | 1,015 | 334 | 1,349 |
On 1 April 2018, the Indian Government withdrew an exemption from capital gains tax on investments held for twelve months or longer. Accordingly, the Company has recognised a deferred tax liability of £7,005,000 (2023 – £2,074,000) on capital gains which may arise if Indian investments are sold.
The Company has not recognised a deferred tax asset of £29,031,000 (2023 – £27,361,000) arising as a result of excess management expenses and non-trading loan relationship deficits. These expenses will only be utilised if the Company has profits chargeable to UK corporation tax in the future. The Finance Act 2021 received Royal Assent on 10 June 2021 and the rate of Corporation Tax of 25% effective from 1 April 2023 has been used to calculate the potential deferred tax asset.
(b) Factors affecting the tax charge for the year. The tax assessed for the year is lower (2023 – lower) than the effective rate of corporation tax in the UK.
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| Return before taxation | 11,448 | 56,288 | 67,736 | 9,281 | (111,675) | (102,394) |
| Effective rate of corporation tax at 25% (2023 – 21.5%) |
2,862 | 14,072 | 16,934 | 1,996 | (24,010) | (22,014) |
| Effects of: | ||||||
| (Gains)/losses on investments not taxable | – | (15,170) | (15,170) | – | 22,801 | 22,801 |
| Currency (gains)/losses not taxable | – | (349) | (349) | – | 245 | 245 |
| Other non-taxable income | (3,492) | – | (3,492) | (2,498) | – | (2,498) |
| Expenses not deductible for tax purposes | 1 | 204 | 205 | 14 | – | 14 |
| Increase in excess expenses and loan relationship deficit |
579 | 1,092 | 1,671 | 488 | 964 | 1,452 |
| Corporate interest restriction | 50 | 151 | 201 | – | – | – |
| Indian capital gains tax charge on sales | – | 1,742 | 1,742 | – | 660 | 660 |
| Movement in deferred tax liability on Indian capital gains |
– | 4,931 | 4,931 | – | (326) | (326) |
| Net overseas tax suffered | 1,233 | – | 1,233 | 1,015 | – | 1,015 |
| Total tax charge for year | 1,233 | 6,673 | 7,906 | 1,015 | 334 | 1,349 |
The table below sets out the total dividends paid and proposed in respect of the financial year, which is the basis on which the requirements of Sections 1158 – 1159 are considered. The revenue available for distribution by way of dividend for the year is £10,215,000 (2023 – £8,266,000).
| 2024 £'000 |
2023 £'000 |
|
|---|---|---|
| Interim dividend for 2024 – 6.60p per Ordinary share (2023 – final – 6.60p) | 10,311 | 7,443 |
The interim dividend will be paid on 31 December 2024 to shareholders who were on the register at the close of business on 6 December 2024.
| 2024 | 2023 | |||||
|---|---|---|---|---|---|---|
| £'000 | pence | £'000 | pence | |||
| Revenue return | 10,215 | 6.73 | 8,266 | 7.06 | ||
| Capital return | 49,615 | 32.71 | (112,009) | (95.72) | ||
| Total return | 59,830 | 39.44 | (103,743) | (88.66) |
| Weighted average Ordinary shares in issue | 151,699,426 | 117,009,550 |
|---|---|---|
| 2024 £'000 |
2023 £'000 |
|
|---|---|---|
| Opening book cost | 476,806 | 527,477 |
| Opening investment holding gains | 32,413 | 144,902 |
| Opening fair value | 509,219 | 672,379 |
| Analysis of transactions made during the year | ||
| Assets acquired in respect of the New Dawn transaction | 135,557 | – |
| Costs associated with the New Dawn transaction A | 816 | – |
| Purchases at cost | 392,888 | 107,610 |
| Sales – proceeds | (335,182) | (164,718) |
| Gains/(losses) on investments | 59,862 | (106,052) |
| Closing fair value | 763,160 | 509,219 |
| Closing book cost | 615,715 | 476,806 |
| Closing investment gains | 147,445 | 32,413 |
| Closing fair value | 763,160 | 509,219 |
A Costs associated with the acquisition of assets from abrdn New Dawn Investment Trust plc, comprising £138,000 relating to stamp duty and financial transaction taxes and £678,000 relating to professional fees. These costs have been included, together with the gains/(losses) on investments of £60,678,000 above, in the gains/(losses) on investments of £59,862,000 in the Statement of Comprehensive Income.
| 2024 | 2023 | ||
|---|---|---|---|
| £'000 | £'000 | ||
| Investments listed on an overseas investment exchange | 740,545 | 509,219 | |
| Investments listed on the UK investment exchange | 22,615 | – | |
| Total investments | 763,160 | 509,219 | |
The Company received £335,182,000 (2023 – £164,718,000) from investments sold in the period. The book cost of these investments when they were purchased was £390,351,000 (2023 – £158,281,000). These investments have been revalued over time and until they were sold any unrealised gain/(losses) were included in the fair value of investments.
Transaction costs. During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within gains on investments in the Statement of Comprehensive Income. The total costs were as follows:
| 2024 | 2023 | |
|---|---|---|
| £'000 | £'000 | |
| Purchases | 402 | 165 |
| Sales | 572 | 301 |
| 974 | 466 |
The above transaction costs are calculated in line with the AIC SORP. The transaction costs in the Company's Key Information Document are calculated on a different basis and in line with the PRIIPs regulations.
| 2024 £'000 |
2023 £'000 |
|
|---|---|---|
| Accrued income | 472 | 443 |
| Overseas withholding tax recoverable | 1,062 | 1,148 |
| Amounts due from brokers | 111 | 1,425 |
| Other debtors and prepayments | 70 | 98 |
| 1,715 | 3,114 |
| 2024 £'000 |
2023 £'000 |
|
|---|---|---|
| Cash at bank and in hand | 15,442 | 5,941 |
| Money market funds | 12,001 | 5,001 |
| 27,443 | 10,942 |
| (a) Bank loans | 2024 £'000 |
2023 £'000 |
|---|---|---|
| Falling due within one year | 71,822 | 40,000 |
| Unamortised expenses | – | (8) |
| 71,822 | 39,992 |
The Company has a £75,000,000 multi-currency revolving facility with The Royal Bank of Scotland International Limited, London Branch. The agreement was entered into on 29 July 2022 with a termination date of 29 July 2024, subsequently extended to 29 March 2025. Under this facility, £15,000,000 was repaid on the 24 November 2023 and subsequently a balance was drawn down in HKD. At the year end HKD 480,000,000 of this facility had been drawn down at a rate of 5.123% which matured on 30 September 2024 and £25,000,000 at a rate of 6.15% which matured on 30 September 2024. At the date of this Report the Company had drawn down HKD 480,000,000 at a rate of 5.28% and £25,000,000 at a rate of 6.15%.
On 29 July 2022, the Company entered into a fixed loan facility agreement of £25,000,000 at an interest rate of 3.5575% with The Royal Bank of Scotland International Limited, London Branch, with a termination date of 29 July 2024, at which point the loan was repaid. The agreement of this facility incurred an arrangement fee of £18,140, which was amortised over the life of the loan.
The agreements contains the following covenants:
– the net asset value of the Company shall not at any time be less than £375 million.
– consolidated gross borrowings expressed as a percentage of adjusted portfolio value shall not exceed 25% at any time.
– the number of eligible investments shall not be less than 30 at any time.
All covenants have been complied with throughout the year.
| (b) Other creditors – falling due within one year | 2024 £'000 |
2023 £'000 |
|
|---|---|---|---|
| Amounts due for the purchase of own shares to treasury | – | 178 | |
| Other amounts due | 1,865 | 1,862 | |
| 1,865 | 2,040 | ||
| 2024 | 2023 | ||
| £'000 | £'000 | ||
| (c) | Deferred tax liability on Indian capital gains | 7,005 | 2,074 |
| 2024 £'000 |
2023 £'000 |
|
|---|---|---|
| Allotted, called-up and fully paid: | ||
| Ordinary shares of 20p (2023: 20p) | 31,423 | 22,749 |
| Treasury shares | 11,078 | 9,173 |
| 42,501 | 31,922 |
| Ordinary | Treasury | Total | ||
|---|---|---|---|---|
| shares | shares | shares | ||
| Number | Number | Number | ||
| At 1 September 2023 | 113,745,386 | 45,866,291 | 159,611,677 | |
| Issue of ordinary shares | 52,895,670 | – | 52,895,670 | |
| Buyback of own shares | (9,524,539) | 9,524,539 | – | |
| At 31 August 2024 | 157,116,517 | 55,390,830 | 212,507,347 |
During the year 52,895,670 Ordinary shares were issued in exchange for £214,729,000 of net assets following on from the transaction with abrdn New Dawn Investment Trust plc (note 22).
During the year 9,524,539 Ordinary shares of 20p each were purchased to be held in treasury by the Company (2023 – 5,940,615) at a total cost of £34,462,000 (2023 – £23,732,000). At the year end 55,390,830 (2023 – 45,866,291) Ordinary shares of 20p each were held in treasury, which represents 26% (2023 – 29%) of the Company's total issued share capital at 31 August 2024.
Since the year end a further 891,234 Ordinary shares of 20p each have been purchased by the Company at a total cost of £3,679,000 all of which were held in treasury.
| 2024 £'000 |
2023 £'000 |
|
|---|---|---|
| At 1 September 2023 | 317,532 | 453,273 |
| Movement in fair value gains/(losses) | 59,862 | (106,052) |
| Foreign exchange movement | 1,398 | (1,140) |
| Buyback of Ordinary shares for treasury | (34,462) | (23,732) |
| Expenses allocated to capital | (4,972) | (4,483) |
| Movement in capital gains tax charge | (6,673) | (334) |
| As at 31 August 2024 | 332,685 | 317,532 |
The capital reserve includes investment holding gains amounting to £147,445,000 (2023 – £32,413,000), as disclosed in note 10.
The net asset value per share and the net asset values attributable to the Ordinary shareholders at the year end calculated in accordance with the Articles of Association were as follows:
| 2024 | 2023 | |
|---|---|---|
| Net assets attributable to the Ordinary shareholders (£'000) | 711,626 | 479,169 |
| Number of Ordinary shares in issueA | 157,116,517 | 113,745,386 |
| Net asset value per share (p) | 452.93 | 421.26 |
A Excluding shares held in treasury.
| At 1 September 2023 £'000 |
Currency differences £'000 |
Cash flows £'000 |
Non-cash movements £'000 |
At 31 August 2024 £'000 |
|
|---|---|---|---|---|---|
| Cash and short term deposits | 10,942 | 1,398 | 15,103 | – | 27,443 |
| Debt due within one year | (39,992) | – | (46,822) | (8) | (86,822) |
| (29,050) | 1,398 | (31,719) | (8) | (59,379) |
| At 1 September 2022 £'000 |
Currency differences £'000 |
Cash flows £'000 |
Non-cash movements £'000 |
At 31 August 2023 £'000 |
|
|---|---|---|---|---|---|
| Cash and short term deposits | 5,094 | (1,140) | 6,988 | – | 10,942 |
| Debt due within one year | (35,000) | – | 20,000 | (24,992) | (39,992) |
| Debt due after one year | (24,983) | – | – | 24,983 | – |
| (54,889) | (1,140) | 26,988 | (9) | (29,050) |
A statement reconciling the movement in net funds to the net cash flow has not been presented as there are no differences from the above analysis.
Continued
Risk management. The Company's investment activities expose it to various types of financial risk associated with the financial instruments and markets in which it invests. The Company's financial instruments comprise securities and other investments, cash balances, bank loans and debtors and creditors that arise directly from its operations; for example, in respect of sales and purchases awaiting settlement, and debtors for accrued income.
The Board has delegated the risk management function to aFML under the terms of its management agreement with aFML (further details of which are included under note 4). The Board regularly reviews and agrees policies for managing each of the key financial risks identified with the Manager. The types of risk and the Manager's approach to the management of each type of risk, are summarised below. Such approach has been applied throughout the year and has not changed since the previous accounting period. The numerical disclosures exclude short-term debtors and creditors with the exception of shortterm borrowings.
Risk management framework. The directors of aFML collectively assume responsibility for aFML's obligations under the AIFMD including reviewing investment performance and monitoring the Company's risk profile during the year.
aFML is a fully integrated member of the abrdn Group (the "Group"), which provides a variety of services and support to aFML in the conduct of its business activities, including in the oversight of the risk management framework for the Company. The "AIFM" has delegated the day to day administration of the investment policy to abrdn (Asia) Limited, which is responsible for ensuring that the Company is managed within the terms of its investment guidelines and the limits set out in its pre-investment disclosures to investors (details of which can be found on the Company's website). The AIFM has retained responsibility for monitoring and oversight of investment performance, product risk and regulatory and operational risk for the Company.
The Manager conducts its risk oversight function through the operation of the Group's risk management processes and systems which are embedded within the Group's operations. The Group's Risk Division supports management in the identification and mitigation of risks and provides independent monitoring of the business. The Division includes Compliance, Business Risk, Market Risk, Risk Management and Legal. The team is headed up by the Group's Chief Risk Officer, who reports to the Group's Chief Executive Officer. The Risk Division achieves its objective through embedding the Risk Management Framework throughout the organisation using the Group's operational risk management system ("SHIELD").
The Group's Internal Audit Department is independent of the Risk Division and reports directly to the Group's Chief Executive Officer and to the Audit and Risk Committee of the Group's Board of Directors. The Internal Audit Department is responsible for providing an independent assessment of the Group's control environment.
The Group's corporate governance structure is supported by several committees to assist the board of directors of abrdn Group, its subsidiaries and the Company to fulfil their roles and responsibilities. The Group's Risk Division is represented on all committees, with the exception of those committees that deal with investment recommendations. The specific goals and guidelines on the functioning of those committees are described on the committees' terms of reference.
Risk management. The main risks the Company faces from its financial instruments are (i) market risk (comprising interest rate risk, currency risk and price risk), (ii) liquidity risk and (iii) credit risk.
Market risk. The fair value of, or future cash flows from a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements – interest rate risk, currency risk and other price risk. The Company is exposed to gearing risk which has the effect of exacerbating market falls and gains. The level of net gearing is shown on page 4. Details of the loan facilities the Company has in place can be found in note 13 on page 91.
Interest rate risk. Interest rate movements may affect the level of income receivable on cash deposits.
Management of the risk. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment and borrowing decisions.
Interest risk profile. The interest rate risk profile of the portfolio of the Company's financial assets and liabilities, excluding equity holdings which are all non-interest bearing, at the reporting date was as follows:
| Weighted average period for which rate is fixed |
Weighted average interest rate |
Fixed rate |
Floating rate |
|
|---|---|---|---|---|
| At 31 August 2024 | Years | % | £'000 | £'000 |
| Assets | ||||
| Sterling | - | 2.00 | - | 23,381 |
| Chinese Yuan | - | - | - | 3 |
| Hong Kong Dollar | - | - | - | 50 |
| Indian Rupee | - | - | - | 3,825 |
| Taiwanese Dollar | - | - | - | 178 |
| US Dollar | - | - | - | 4 |
| Vietnamese Dong | - | - | - | 2 |
| Total assets | n/a | n/a | - | 27,443 |
| Short-term loan - HKD 480,000,000 | 0.91 | 5.12 | 46,822 | - |
|---|---|---|---|---|
| Short-term loan - £25,000,000 | 0.07 | 6.15 | 25,000 | - |
| - | - | 71,822 | - |
| At 31 August 2023 | Weighted average period for which rate is fixed Years |
Weighted average interest rate % |
Fixed rate £'000 |
Floating rate £'000 |
|---|---|---|---|---|
| Assets | ||||
| Sterling | - | 2.27 | - | 10,809 |
| US Dollar | - | - | - | 8 |
| Vietnamese Dong | - | - | - | 125 |
| Total assets | n/a | n/a | - | 10,942 |
| Liabilities | ||||
| Short-term loan - £15,000,000 | 0.07 | 6.18 | 15,000 | - |
| Long-term loan - £25,000,000 | 0.91 | 3.56 | 24,992 | - |
| - | - | 39,992 | - |
The weighted average interest rate is based on the current yield of each asset, weighted by its market value.
The floating rate assets consist of cash deposits on call earning interest at prevailing market rates.
The Company's equity portfolio and short-term debtors and creditors, with the exception of short-term borrowings, have been excluded from the above tables.
Interest rate sensitivity. Movements in interest rates would not significantly affect net assets attributable to the Company's shareholders and total profit.
Foreign currency risk. The majority of the Company's investment portfolio is invested in overseas securities and the Statement of Financial Position, therefore, can be significantly affected by movements in foreign exchange rates.
Management of the risk. It is not the Company's policy to hedge this risk on a continuing basis but the Company may, from time to time, match specific overseas investments with foreign currency borrowings.
The Statement of Comprehensive Income is subject to currency fluctuation arising on dividends paid in foreign currencies. The Company does not hedge this currency risk.
| Overview |
|---|
| Foreign currency risk exposure by currency of listing of incorporation is as follows: | |||
|---|---|---|---|
| 31 August 2024 | 31 August 2023 | ||||||
|---|---|---|---|---|---|---|---|
| Overseas investments £'000 |
Net monetary assets £'000 |
Total currency exposure £'000 |
Overseas investments £'000 |
Net monetary assets £'000 |
Total currency exposure £'000 |
||
| Australian Dollar | 14,175 | – | 14,175 | – | – | – | |
| Chinese YuanA | 149,417 | 3 | 149,420 | 162,736 | – | 162,736 | |
| Hong Kong DollarA | 38,400 | 50 | 38,450 | 53,957 | – | 53,957 | |
| Indian Rupee | 166,103 | 3,825 | 169,928 | 93,524 | 1,253 | 94,777 | |
| Indonesian Rupiah | 39,172 | – | 39,172 | 10,953 | – | 10,953 | |
| Korean Won | 91,950 | – | 91,950 | 58,001 | – | 58,001 | |
| Netherlands Euro | 34,241 | – | 34,241 | 5,184 | – | 5,184 | |
| Philippine Peso | 9,056 | – | 9,056 | 13,154 | 172 | 13,326 | |
| Singapore Dollar | 16,128 | – | 16,128 | 21,414 | – | 21,414 | |
| Taiwanese Dollar | 153,427 | 289 | 153,716 | 76,989 | – | 76,989 | |
| Thailand Baht | 9,647 | – | 9,647 | – | – | – | |
| US DollarA | – | 4 | 4 | – | 8 | 8 | |
| Vietnamese Dong | 18,829 | 2 | 18,831 | 13,307 | 125 | 13,432 | |
| 740,545 | 4,173 | 744,718 | 509,219 | 1,558 | 510,777 | ||
| Sterling | 22,615 | 23,381 | 45,996 | – | 10,631 | 10,631 | |
| Total | 763,160 | 27,554 | 790,714 | 509,219 | 12,189 | 521,408 |
A If currency denomination of overseas investments is used then exposure for Chinese Yuan is £42,244,000 (2023 – £61,709,000), for Hong Kong Dollar £145,572,000 (2023 – £151,283,000) and for US Dollar £nil (2023 – £3,701,000).
Foreign currency sensitivity. The following table details the Company's sensitivity to a 10% increase and decrease in sterling against the foreign currencies in which the Company has exposure as set out in the foreign currency risk table above.
| 2024 £'000 |
2023 £'000 |
|
|---|---|---|
| Australian Dollar | 1,418 | – |
| Chinese Yuan | 14,942 | 16,274 |
| Hong Kong Dollar | 3,845 | 5,396 |
| Indian Rupee | 16,993 | 9,478 |
| Indonesian Rupiah | 3,917 | 1,095 |
| Korean Won | 9,195 | 5,800 |
| Netherlands Euro | 3,424 | 518 |
| Philippine Peso | 906 | 1,333 |
| Singapore Dollar | 1,613 | 2,141 |
| Taiwanese Dollar | 15,372 | 7,699 |
| Thailand Baht | 965 | – |
| US Dollar | – | 1 |
| Vietnamese Dong | 1,883 | 1,343 |
| 74,473 | 51,078 |
Other price risk. Other price risks (i.e. changes in market prices other than those arising from interest rate or currency risk) may affect the value of the quoted investments.
Management of the risk. It is the Board's policy to hold an appropriate spread of investments in the portfolio in order to reduce the risk arising from factors specific to a particular country or sector. Both the allocation of assets and the stock selection process, as detailed on pages 17 and 18, act to reduce market risk. The Manager actively monitors market prices throughout the year and reports to the Board, which meets regularly in order to review investment strategy. The investments held by the Company are listed on various stock exchanges worldwide.
Other price risk sensitivity. If market prices at the reporting date had been 10% higher or lower while all other variables remained constant, the return attributable to Ordinary shareholders for the year ended 31 August 2024 would have increased/decreased by £76,316,000 (2023 – increased/decreased by £50,922,000) and equity reserves would have increased/decreased by the same amount.
Liquidity risk. This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.
Management of the risk. The Company's assets mainly comprise readily realisable securities which can be sold to meet funding requirements if necessary. In order to monitor the concentration of Dragon's investee companies with abrdn, the total percentage holdings of those securities owned by abrdn-managed funds is reviewed by the Board.
The Board imposes borrowing limits to ensure gearing levels are appropriate to market conditions, and reviews these on a regular basis. The Board has imposed a maximum gearing level, measured on the most stringent basis of calculation after netting off cash equivalents, of 20%. Short-term flexibility can be achieved through the use of loan and overdraft facilities.
Liquidity risk exposure. At 31 August 2024, the Company had drawn down HKD 480,000,000 from a £75,000,000 Revolving Facility Agreement with The Royal Bank of Scotland International Limited, London Branch, which matured on 30 September 2024. At the date of this Report the Company had drawn down HKD 480,000,000 at a rate of 5.28% and £25,000,000, which matured on 30 September 2024. At the date of this Report the Company had drawn down £25,000,000 at a rate of 6.15%. details of which are disclosed in note 13 on page 91.
– investment transactions are carried out with a large number of brokers, whose credit-standing is reviewed periodically by the Manager, and limits are set on the amount that may be due from any one broker;
– the risk of counterparty, including the Depositary, exposure due to failed trades causing a loss to the Company is mitigated by the review of failed trade reports on a daily basis. In addition, the third party administrators' carry out a stock reconciliation to the Depositary's records on a daily basis to ensure discrepancies are picked up on a timely basis. The Manager's Compliance department carries out periodic reviews of the Depositary's operations and reports its finding to the Manager's Risk Management Committee. This review will also include checks on the maintenance and security of investments held;
– cash is held only with reputable banks with high quality external credit enhancements.
None of the Company's financial assets are secured by collateral or other credit enhancements.
Credit risk exposure. In summary, compared to the amounts in the Statement of Financial Position, the maximum exposure to credit risk at 31 August was as follows:
| 2024 | 2023 | ||||
|---|---|---|---|---|---|
| Current assets | Balance Sheet £'000 |
Maximum exposure £'000 |
Balance Sheet £'000 |
Maximum exposure £'000 |
|
| Loans and receivables | 1,715 | 1,715 | 3,092 | 3,092 | |
| Cash and cash equivalents | 27,443 | 27,443 | 10,942 | 10,942 | |
| 29,158 | 29,158 | 14,034 | 14,034 |
None of the Company's financial assets is past due or impaired.
Maturity of financial liabilities. The maturity profile of the Company's financial liabilities at 31 August was as follows:
| 2024 £'000 |
2023 £'000 |
|
|---|---|---|
| In less than one year | 73,687 | 42,032 |
| 73,687 | 42,032 |
Fair value of financial assets and liabilities. The £25,000,000 term loan was repaid on 29 July 2024 (2023 – fair value £25,000,000 compared to an accounts value £24,992,000) (note 13). The fair value of each loan is determined by aggregating the expected future cash flows for that loan discounted at a rate comprising the borrower's margin plus an average of market rates applicable to loans of a similar period of time and currency. The carrying values of fixed asset investments are stated at their fair values, which have been determined with reference to quoted market prices.
FRS 102 requires an entity to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following classifications:
Level 1: unadjusted quoted prices in an active market for identical assets or liabilities that the entity can access at the measurement date.
Level 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.
Level 3: inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.
All of the Company's investments are in quoted equities (2023 – same) which are actively traded on recognised stock exchanges, with their fair value being determined by reference to their quoted bid prices at the reporting date. The total value of the investments as at 31 August 2024 of £763,160,000 (31 August 2023 - £509,219,000) has therefore been deemed as Level 1.
Fees payable during the year to the Directors and their interests in shares of the Company are disclosed within the Directors' Remuneration Report on page 63.
The Company had an agreement in place with aFML for the provision of management and administration services, promotional activities and secretarial services during the year. Potential changes to the provision of these services subsequent to the year end are noted in the Chairman's Statement and in note 23. Details of transactions during the year and balances outstanding at the year end are disclosed in notes 4 and 5.
At the year end the Company had £12,001,000 (2023 – £5,001,000) invested in Aberdeen Standard Liquidity Fund (Lux) – Sterling Fund which is managed and administered by abrdn plc. The Company pays a management fee on the value of these holdings but no fee is chargeable at the underlying fund level. The Company also held investments in abrdn New India Investment Trust of £10,571,000 (2023 – £nil) and abrdn Asia Focus of £3,346,000 (2023 – £nil) which are managed and administered by abrdn plc. The value of these holdings is excluded from the management fee calculation.
The Company's capital management objectives are:
– to ensure that the Company will be able to continue as a going concern; and
– to maximise the capital return to its equity shareholders through an appropriate balance of equity capital and debt. The Board has imposed a maximum gearing level of 20% of net assets.
The Board monitors and reviews the broad structure of the Company's capital on an ongoing basis. This review includes the nature and planned level of gearing, which takes account of the Manager's views on the market, and the extent to which revenue in excess of that which is required to be distributed should be retained.
The Company has no externally imposed capital requirements.
On 8 November 2023, the Company announced that it had acquired £214,729,000 of net assets from New Dawn in consideration for the issue of 52,895,670 new Ordinary shares based on the respective formula asset values of the two entities on 2 November 2023.
| Net assets acquired | £'000 |
|---|---|
| Investments | 135,557 |
| Cash | 79,172 |
| Net assets | 214,729 |
| Satisfied by the value of new Ordinary shares issued | 214,729 |
There were no fair value adjustments on completion of the combination made to the above figures.
On 28 October 2024, the Company announced that it had concluded its strategic review and had agreed heads of terms with Invesco Asia Trust plc ("Invesco Asia") in respect of a proposed combination.
The combination, if approved by each company's shareholders, will be effected by way of a scheme of reconstruction and winding up of the Company under section 110 of the Insolvency Act 1986 and the associated transfer of part of the assets and undertaking of the Company to Invesco Asia in exchange for the issue of new ordinary shares in Invesco Asia.
A circular providing further details of the scheme and convening general meetings to approve the proposals, and a prospectus in respect of the issue of new Invesco Asia shares in connection with the scheme, are expected to be published in due course. The proposals are anticipated to become effective by early 2025.
Contingent liability. On 26 July 2024 the Company entered into a deemed notice agreement ("Agreement") with abrdn Fund Managers Limited ("aFML"). Under the Agreement, it was agreed that, inter alia, in the event of a termination notice being served by the Company under the management agreement within twelve months of the date of the Agreement, aFML would deem such notice to have been served on 26 July 2024, without prejudice to the repayment provisions linked to the contribution by aFML in connection with the combination with abrdn New Dawn Investment Trust set out in the management agreement as amended. Accordingly, in the event that the Company serves a termination notice on aFML in connection with the Invesco Asia combination prior to 8 November 2025 (being the second anniversary of the effective date of the combination with abrdn New Dawn Investment Trust), a sum of £468,000 will be repayable to aFML, representing two thirds of the management fee waived by aFML in connection with the Company's combination with abrdn New Dawn Investment Trust in November 2023.
The Manager is a subsidiary of abrdn plc. Assets under the management and administration of abrdn were £505.9 billion at 30 June 2024
Alternative Performance Measures ("APMs") are numerical measures of the Company's current, historical or future performance, financial position or cash flows, other than financial measures defined or specified in the applicable financial framework. The Company's applicable financial framework includes FRS 102 and the AIC SORP. The Directors assess the Company's performance against a range of criteria which are viewed as particularly relevant for closed-end investment companies.
The difference between the share price and the net asset value per Ordinary share expressed as a percentage of the net asset value per Ordinary share. The highest and lowest discount during the year is shown on page 29.
| 31 August 2024 | 31 August 2023 | ||
|---|---|---|---|
| NAV per Ordinary share (p) | a | 452.93 | 421.26 |
| Share price (p) | b | 404.00 | 353.00 |
| Discount | (a-b)/a | 10.8% | 16.2% |
Net gearing measures the total borrowings less cash and cash equivalents divided by shareholders' funds, expressed as a percentage. Under AIC reporting guidance cash and cash equivalents includes net amounts due to and from brokers at the year end as well as cash and short term deposits.
| 31 August 2024 | 31 August 2023 | ||
|---|---|---|---|
| Borrowings (£'000) | a | 71,822 | 39,992 |
| Cash (£'000) | b | 27,443 | 10,942 |
| Amounts due from brokers (£'000) | d | 111 | 1,425 |
| Shareholders' funds (£'000) | e | 711,626 | 479,169 |
| Net gearing | (a-b+c-d)/e | 6.2% | 5.8% |
The ongoing charges ratio has been calculated in accordance with guidance issued by the AIC as the total of investment management fees and administrative expenses and expressed as a percentage of the average published daily net asset values with debt at fair value published throughout the year.
| 2024A | 2024B | 2023 | |
|---|---|---|---|
| Investment management fees (£'000) | 3,505 | 4,206 | 3,839 |
| Administrative expenses (£'000) | 1,184 | 1,184 | 1,056 |
| Less: non-recurring chargesC (£'000) | – | – | (7) |
| Ongoing charges (£'000) | 4,689 | 5,390 | 4,888 |
| Average net assets (£'000) | 650,028 | 650,028 | 538,331 |
| Ongoing charges ratio (excluding look-through costs) | 0.72% | 0.83% | 0.91% |
| Look-through costsD | 0.03% | 0.03% | – |
| Ongoing charges ratio (including look-through costs) | 0.75% | 0.86% | 0.91% |
A Calculated including the investment management fee waiver agreed between the Company and the Manager following the combination with abrdn New Dawn Investment Trust PLC during the period (see note 4 for further details).
B Calculated on the assumption that the investment management fee waiver agreement between the Company and the Manager following the combination with abrdn New Dawn Investment Trust PLC during the period (see note 4 for further details) is excluded.
C Comprises legal and professional fees which are not expected to recur.
D Calculated in accordance with AIC guidance issued in October 2020 to include the Company's share of costs of holdings in investment companies on a look-through basis.
The ongoing charges ratio provided in the Company's Key Information Document is calculated in line with the PRIIPs regulations which among other things, includes the cost of borrowings and transaction costs.
NAV and share price total returns show how the NAV and share price has performed over a period of time in percentage terms, taking into account both capital returns and dividends paid to shareholders. Share price and NAV total returns are monitored against openended and closed-ended competitors, and the Benchmark Index, respectively.
| Year ended 31 August 2024 | NAV | Share Price |
|
|---|---|---|---|
| Opening at 1 September 2023 | a | 421.26p | 353.00p |
| Closing at 31 August 2024 | b | 452.93p | 404.00p |
| Price movements | c=(b/a)-1 | 7.5% | 14.4% |
| Dividend reinvestmentA | d | 1.8% | 2.3% |
| Total return | c+d | +9.3% | +16.7% |
| Year ended 31 August 2023 | NAV | Share Price |
|
|---|---|---|---|
| Opening at 1 September 2022 | a | 513.32p | 446.00p |
| Closing at 31 August 2023 | b | 421.26p | 353.00p |
| Price movements | c=(b/a)-1 | –17.9% | –20.9% |
| Dividend reinvestmentA | d | 1.2% | 1.4% |
| Total return | c+d | –16.7% | –19.5% |
A NAV total return involves investing the net dividend in the NAV of the Company with debt at fair value on the date on which that dividend goes ex-dividend. Share price total return involves reinvesting the net dividend in the share price of the Company on the date on which that dividend goes ex-dividend.
abrdn Fund Managers Limited ("aFML"), authorised and regulated by the Financial Conduct Authority, has been appointed as the alternative investment fund manager to the Company. aFML has in turn delegated portfolio management to abrdn (Asia) Limited.

Pruksa graduated with a BA in Business Administration from Chulalongkorn University, Thailand and is a Chartered Financial Analyst®. She joined abrdn Asia in 2007 and became Co-manager to Asia Dragon in 2019.
Pruksa is part of the investment team managing Chinese Equities and jointly covers Greater China with her Singapore and Hong Kong-based colleagues. She also sits on the Asia Pacific ex Japan Equities investment team, where she is responsible for company research and portfolio construction.
abrdn Asia is the investment manager of the Company. abrdn Asia is based in Singapore and is a wholly owned subsidiary of abrdn plc. Assets under the management and administration of abrdn were equivalent to £505.9 billion as at 30 June 2024.

James Thom Senior Investment Director, abrdn Asia
James Thom joined the Asian Equities Team at abrdn in 2010 from Actis, the emerging markets private equity firm. James graduated with an MBA from INSEAD, an MA from Johns Hopkins University and a BSc from University College London. He is based in Singapore.
James is a Senior Investment Director on the Asian equities team, based in Singapore and is responsible for both Asian and Indian equity strategies and is co-portfolio manager of abrdn's flagship Asia Pacific ex-Japan strategy.

Flavia Cheong Head of Equities, abrdn Asia
Flavia graduated with a Masters in Economics from University of Auckland. She started her investment career in 1987 at Investment Company of the People's Republic of China and Development Bank of Singapore before joining abrdn Asia in 1996.
For internet users, detailed data on the Company, including price, performance information and a monthly fact sheet is available from the Company's website (asiadragontrust.co.uk) and the TrustNet website (trustnet.com).
You can also register for regular email updates by visiting asiadragontrust.co.uk or by activating the QR Code below using the camera on your smart phone:

LinkedIn: abrdn Investment Trusts
The Board has been made aware by abrdn that some investors have received telephone calls from people purporting to work for the Manager, or third parties, who have offered to buy their investment trust shares. These may be scams which attempt to gain personal information with which to commit identity fraud or could be 'boiler room' scams where a payment from an investor is required to release the supposed payment for their shares. These callers do not work for abrdn and any third party making such offers has no link with abrdn. abrdn never makes these types of offers and does not 'cold-call' investors in this way. If investors have any doubt over the veracity of a caller, they should not offer any personal information and end the call.
In the event of queries regarding their holdings of shares, lost certificates dividend payments, registered details, etc shareholders holding their shares in the Company directly should contact the registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing West Sussex BN99 6DA Tel: 0371 384 2416 Lines open 8:30am to 5:30pm (UK time), Monday to Friday, (excluding public holidays in England and Wales). Calls may be recorded and monitored randomly for security and training purposes. Changes of address must be notified to the registrars in writing.
Any general enquiries about the Company should be directed to the Company Secretary, Asia Dragon Trust plc, 1 George Street, Edinburgh EH2 2LL or by email [email protected].
The Company's securities are intended for investors primarily in the UK (including retail investors), professionaladvised private clients and institutional investors who are wanting to benefit from the growth prospects of Asian equities by investment in a relatively risk averse investment trust and who understand and are willing to accept the risks of exposure to equities. Investors should consider consulting a financial adviser who specialises in advising on the acquisition of shares and other securities before acquiring shares. Investors should be capable of evaluating the risks and merits of such an investment and should have sufficient resources to bear any loss that may result.
The Company currently conducts its affairs so that its securities can be recommended by a financial adviser to ordinary retail investors in accordance with the Financial Conduct Authority's (FCA) rules in relation to nonmainstream pooled investments (NMPIs) and intends to continue to do so for the foreseeable future. The Company's shares are excluded from the FCA's restrictions which apply to non-mainstream investment products because they are shares in an investment trust.
The KID relating to the Company which is published by the Manager can be found on the Company's website although it should be noted that following the forbearance granted by the FCA to the investment trust industry in September 2024, at the time of writing there is no obligation upon the Company or the Manager to produce a KID. The Manager continues to provide a modified KID for the Company as it is aware that a number of platforms/ market participants continue to require that a prospective investor must confirm that they have read the KID prior to a buy order being placed. In addition, the Manager has developed a Statement of Operating Expenses which is incorporated into the Company's factsheets and which can be found on the website: asiadragontrust.co.uk.
Continued
A range of leading investment platforms and share dealing services let you buy and sell abrdn-managed investment trusts including Asia Dragon Trust plc.
Many of these platforms operate on an 'execution-only' basis. This means they can carry out your instruction to buy or sell a particular investment trust. But they may not be able to advise on suitable investments for you. If you require advice, please speak to a qualified financial adviser (see below).
The abrdn Investment Trusts ISA, Share Plan and Investment Plan for Children (the "Plans") closed in December 2023. All investors with a holding or cash balance in the Plans at that date transferred to interactive investor ("ii"), an abrdn group company. ii communicated with Plan holders in late November 2023 to set up account security to ensure that investors would continue to access their holdings via ii following the closure of the Plans.
Former abrdn Plan holders should contact ii for any ongoing support with their ii accounts on 0345 646 1366, or +44 113 346 2309 if calling from outside the UK. Lines are open 8.00am to 5.00pm Monday to Friday. Alternatively, Plan holders can access the website at ii.co.uk/abrdn-welcome.
Platforms featuring abrdn managed investment trusts include:
interactive investor: www.ii.co.uk/investment-trusts AJ Bell:
www.ajbell.co.uk/markets/investment-trusts
Barclays Smart Investor: www.barclays.co.uk/smart-investor
Charles Stanley Direct:
www.charles-stanley-direct.co.uk
Fidelity: www.fidelity.co.uk
Halifax:
www.halifax.co.uk/investing
Hargreaves Lansdown:
www.hl.co.uk/shares/investment-trusts
The companies above are shown for illustrative purposes only. Other platform providers are available. The links above direct you to external websites operated by each platform provider. abrdn is not responsible for the content and information on these third-party sites.
Many investment platform providers will allow you to buy and hold abrdn Investment Trust shares within an Individual Savings Account (ISA), Junior ISA or Self Invested Personal Pension (SIPP), all of which have potential tax advantages. Most will also allow you to invest on both a lump sum and regular savings basis.
It is important to choose the right platform for your needs, so take time to research what each platform offers before you make your decision, as well as considering charges. When it comes to charges, some platforms have flat fee structures while others levy percentage-based charges. Typically, you will also pay a fee every time you buy and sell shares, so you need to bear in mind these transaction costs if you are trading frequently. There may also be additional charges for ISA and SIPP investments.
Yes, you should be able to exercise your right to vote by contacting your platform provider. Procedures differ, but some platforms will automatically alert you when new statutory documents are available and then allow you to vote online. Others will require you to contact them to vote. Your chosen platform provider will provide further guidance.
If you have a large sum to invest, you may wish to contact a discretionary private client stockbroker. They can manage your entire portfolio of shares and will advise you on your investments. To find a private client stockbroker visit The Personal Investment Management and Financial Advice Association at pimfa.co.uk.
To find an adviser who recommends on investment trusts, visit unbiased.co.uk.
Before approaching a stockbroker, always check that they are regulated by the Financial Conduct Authority:
Tel: 0800 111 6768 or at https://register.fca.org.uk/ or email: [email protected]
abrdn recommends that you seek financial advice prior to making an investment decision. If you do not currently have a financial adviser, details of authorised financial advisers in your area can be found at www.pimfa.co.uk or www.unbiased.co.uk. You will pay a fee for advisory services.
Please remember that past performance is not a guide to the future. Stock market and currency movements may cause the value of shares and the income from them to fall as well as rise and investors may not get back the amount they originally invested. As with all equity investments, the value of investment trusts purchased will immediately be reduced by the difference between the buying and selling prices of the shares, the market maker's spread. Investors should further bear in mind that the value of any tax relief will depend on the individual circumstances of the investor and that tax rates and reliefs, as well as the tax treatment of ISAs may be changed by future legislation.
The information above has been Issued by abrdn Investments Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom. abrdn Investments Limited is entered on the Financial Services Register under registration number 121891
The abrdn plc group of companies. abrdn plc.
abrdn Fund Managers Limited ("aFML") is a wholly owned subsidiary of abrdn plc and acts as the Alternative Investment Fund Manager ("AIFM") for the Company. It is authorised and regulated by the Financial Conduct Authority.
abrdn (Asia) Limited ("abrdn Asia" or "Investment Manager") is a subsidiary company of abrdn plc which has been delegated responsibility for the Company's day-today investment management.
The value of a company's net assets available to repay a certain security. Asset cover is usually expressed as a multiple and calculated by dividing the net assets available by the amount required to repay the specific security.
Alternative Investment Fund Managers Directive
The amount by which the market price per share of an investment trust is lower than the net asset value per share. The discount is normally expressed as a percentage of the net asset value per share.
Earnings per share divided by dividends per share expressed as a ratio.
The annual dividend expressed as a percentage of the share price.
Environmental, social and governance (ESG) factors, which are considered in all investment decisions.
Financial Conduct Authority.
The UK Packaged Retail and Insurance-based Investment Products ("PRIIPS") Regulations requires a PRIIP 'manufacturer' to prepare a Key Information Document ("KID"). This document was designed to provide investors with key information about the Company prior to investment. It is not marketing material. The information was required by law to help an investor understand the nature, risks, costs, potential gains and losses of investing and to help to compare with other products.
In September 2024, the FCA granted forbearance to the investment trust industry meaning that the Manager is no longer required to produce a KID. However, the Manager continues to publish a modified KID for the Company largely because a number of platforms / market participants still require prospective investors to confirm that they have read the Company's KID prior to a buy order being placed. The modified KID is available via the Company's website. In addition to the KID, the Manager has developed and published a 'Statement of Operating Expenses' which is incorporated into the Company's factsheet and which can be found separately on the Company's website.
For the purposes of the Alternative Investment Fund Managers ("AIFM") Directive, 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. Under the gross method, exposure represents the sum of the Company's positions after the deduction of sterling cash balances, without taking into account any hedging and netting arrangements. Under the commitment method, exposure is calculated without the deduction of sterling cash balances and after certain hedging and netting positions are offset against each other.
The Financial Conduct Authority's Listing Rules are a set of regulations that are applicable to all companies that are listed on the London Stock Exchange.
The value of total assets less liabilities. Liabilities for this purpose included current and long-term liabilities. The net asset value divided by the number of shares in issue produces the net asset value per share.
Net gearing is calculated by dividing total assets (as defined below) less cash or cash equivalents by shareholders' funds expressed as a percentage.
Non-mainstream pooled investment products.
Ratio of ongoing expenses expressed as percentage of average daily shareholders' funds calculated as per the industry standard.
The AIFM and the Company are required to make certain disclosures available to investors in accordance with the AIFMD. Those disclosures that are required to be made pre-investment are included within a PIDD, which can be found on the Company's website.
The amount by which the market price per share of an investment trust exceeds the net asset value per share. The premium is normally expressed as a percentage of the net asset value per share.
The ratio is calculated by dividing the middle-market price per share by the earnings per share. The calculation assumes no change in earnings but in practice the multiple reflects the stock market's view of a company's prospects and profit growth potential.
The name given to all borrowings including debentures, loan and short term loans and overdrafts that are to be used for investment purposes, reciprocal foreign currency loans, currency facilities to the extent that they are drawn down, index-linked securities, and all types of preference or preferred capital and the income shares of split capital trusts, irrespective of the time until repayment.
Working with a number of industry participants, the Manager developed an SOE in order to provide prospective investors with a succinct and comparable summary of the operating expenses incurred by the Company. These expenses are deducted from the Net Asset Value (not the share price). The Manager has made the SOE readily available for prospective investors and shareholders. The SOE may form part of the disclosure regime that will replace the PRIIPS regulations following industry consultation.
Total Assets less current liabilities (before deducting prior charges as defined above).
Total Return involves reinvesting the net dividend in the month that the share price goes ex-dividend. The NAV Total Return involves investing the same net dividend in the NAV of the Trust on the date to which that dividend was earned, eg half year or year-end date.
157,116,517 Ordinary shares of 20p (with a further 55,390,830 shares held in treasury).
9,524,539 Ordinary shares were repurchased into treasury and 52,895,670 new Ordinary shares were allotted in connection with the abrdn New Dawn combination.
5,940,615 Ordinary shares were repurchased into treasury.
5,080,349 Ordinary shares were repurchased into treasury.
1,592,103 Ordinary shares were repurchased into treasury.
2,390,395 Ordinary shares were repurchased into treasury.
In January 2019, following a Tender Offer for up to 30% of the Ordinary shares of the Company at a discount of 2 per cent. to Formula Asset Value, 30% of the Ordinary shares (55,692,676 shares) were repurchased for cancellation at the repurchase price of 388.69p per share. 2,496,885 Ordinary shares were repurchased into treasury.
14,405,297 Ordinary shares were issued following the final conversion of £44,678,748 nominal of CULS. 18,208,444 Ordinary shares were repurchased into treasury.
4,868,554 Ordinary shares were issued following elections by CULS holders to convert £15,100,040 nominal of CULS. 4,636,200 Ordinary shares were repurchased into treasury.
2,658 Ordinary shares were issued following elections by CULS holders to convert £8,254 nominal of CULS. 3,577,800 Ordinary shares were repurchased into treasury.
3,085 Ordinary shares were issued following elections by CULS holders to convert £9,582 nominal of CULS. 352,000 Ordinary
shares were repurchased for cancellation and 1,943,500 Ordinary shares were repurchased into treasury.
30,409 Ordinary shares were issued following elections by CULS holders to convert £94,389 nominal of CULS.
In January 2011, the Company issued £60 million nominal of 3.5% Convertible Unsecured Loan Stock 2018 (CULS). In August 2011, 35,131 Ordinary shares were issued following elections by CULS holders to convert £108,987 nominal of CULS.
In January 2010, following a Tender Offer for up to 15% of the Ordinary shares of the Company at a discount of 3 per cent. to Formula Asset Value, 15% of the Ordinary shares (34,643,156 shares) were repurchased for cancellation at the repurchase price of 197.2794p per share.
6,122,500 Ordinary shares were repurchased for cancellation in the year to 31 August 2008 and 200,000 Ordinary shares were repurchased for cancellation in the year to 31 August 2007.
In 1995 and 1996 the Company issued 841,571 Ordinary shares at a premium to the NAV.
All of the 5,864,444 warrants 1996 were converted in the period up to 31 January 1996, the final conversion date.
During the period 1998 - 2000 the Company repurchased 43,760,874 Ordinary shares for cancellation.
Prior to their final conversion date in 2005, 421,540 warrants 2005 were converted into Ordinary shares and 8,926,018 warrants 2005 were purchased for cancellation. The final conversion of 10,508,903 warrants 2005 took place in 2005.
The Company was launched in 1987 with a share capital of 120,000,000 Ordinary 5p shares and 24,000,000 warrants 1996. In 1989, following a placing and open offer, 192,000,000 Ordinary 5p shares and 38,400,000 warrants 2005 were issued. In April 1993, following the acquisition of Drayton Asia Trust plc, the Company issued 740,002,520 Ordinary shares and 42,086,268 warrants 2005. During the period 1987-1993, 542,223 warrants 1996 and 1,060,423 warrants 2005 were converted into Ordinary shares. In November 1993, following a four for one consolidation, the Company's issued share capital was 263,401,291 Ordinary 20p shares, 5,864,444 warrants 1996 and 19,856,461 warrants 2005.
abrdn Fund Managers Limited ("aFML") and the Company are required to make certain disclosures available to investors in accordance with the Alternative Investment Fund Managers Directive ("AIFMD"). Those disclosures that are required to be made pre-investment are included within a pre-investment disclosure document ("PIDD") which can be found on the Company's website. There have been no material changes to the disclosures contained within the PIDD since its publication in November 2023.
The periodic disclosures as required under the AIFMD to investors are made below:
The table below sets out the current maximum permitted limit and actual level of leverage for the Company:
| Gross method | Commitment method | |
|---|---|---|
| Maximum level of leverage | 2.50:1 | 2.00:1 |
| Actual level at 31 August 2024 | 1.18:1 | 1.21:1 |
There have been no breaches of the maximum level during the period and no changes to the maximum level of leverage employed by the Company. There have been no changes to the circumstances in which the Company may be required to post assets as collateral and no guarantees granted under the leveraging arrangement. Changes to the information contained either within this Annual Report or the PIDD in relation to any special arrangements in place, the maximum level of leverage which aFML may employ on behalf of the Company; the right of use of collateral or any guarantee granted under any leveraging arrangement; or any change to the position in relation to any discharge of liability by the Depositary will be notified via a regulatory news service without undue delay in accordance with the AIFMD.
The information above has been Issued by abrdn Investments Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom. abrdn Investments Limited is entered on the Financial Services Register under registration number 121891.
James Will (Chairman) Matthew Dobbs Susan Sternglass Noble Stephen Souchon Nicole Yuen
abrdn Fund Managers Limited 280 Bishopsgate London EC2M 4AG (authorised and regulated by the Financial Conduct Authority)
abrdn (Asia) Limited (a subsidiary of abrdn plc)
abrdn Holdings Limited 1 George Street Edinburgh EH2 2LL
Website asiadragontrust.co.uk
Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA
0371 384 2499 equiniti.com
Depositary BNP Paribas SA London Branch
Independent Auditors PricewaterhouseCoopers LLP 144 Morrison St, Edinburgh EH3 8EB
Broker Winterflood Securities The Atrium Building Cannon Bridge 25 Dowgate Hill London EC4R 2GA
549300W4KB0D75D1N730
Company Registration Number SC106049


Launched in 1987, the Company is an investment company and its Ordinary shares are admitted to trading on the main market of London Stock Exchange plc. It is a member of the Association of Investment Companies ("AIC").
The Company is governed by a Board of Directors, all of whom are non-executive and independent. Like many other investment companies, it outsources its investment management and administration to an investment management group, abrdn plc.
The Company aims to achieve long-term capital growth principally through investment in companies in the Asia Pacific region, excluding Japan (the "Investment Region).
At the AGM in 2021, shareholders voted in favour of the introduction of a performance-related conditional tender offer, which will take place every five years. The first performance-related period runs from 1 September 2021 to 31 August 2026. In conjunction with the combination with abrdn New Dawn that became effective on 9 November 2023, as part of the agreed proposals, the level of any performance-related conditional tender offer of the Company (covering the period from 1 September 2021 to 31 August 2026) that may be triggered, was reduced in size from up to 25% to up to 15% of the issued share capital of the enlarged Company. Thereafter, any future five-yearly conditional tender offers triggered by underperformance would revert back to up to 25% of the prevailing issued share capital as was set in 2021.
For more information visit www.asiadragontrust.co.uk

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