ASIA DRAGON TRUST PLC

Annual Report • Dec 5, 2024

asiadragontrust.co.uk Asia Dragon Trust plc Capturing Growth from world-class Asian companies Annual Report 31 August 2024 Asia Dragon Trust plc 1 “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 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: 2 Asia Dragon Trust plc Net asset value total return A Net asset value per share +9.3% 452.9 p 2023 (16.7)% 2023 421.3p Share price total return A Share price +16.7% 404.0 p 2023 (19.5)% 2023 353.0p Benchmark total return (in sterling terms) Ongoing charges AB +12.0% 0.75% 2023 (8.4)% 2023 0.91% Earnings per share (revenue) Dividend per share 6.73 p 6.60 p 2023 7.06p 2023 6.60p A Considered to be an Alternative Performance Measure. Further details can be found on pages 104 and 105. B Including fee waiver (see page 104). Net asset value per share Dividends per share Mid-market price per share At 31 August – pence Year ended 31 August - pence At 31 August – pence 474.4 566.6 513.3 421.3 452.9 20 21 22 23 24 4.75 6.50 6.50 6.60 6.60 20 21 22 23 24 416.0 512.0 446.0 353.0 404.0 20 21 22 23 24 Performance Hi g hli g hts Asia Dragon Trust plc 3 “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 Contents 4 Asia Dragon Trust plc Dividends Rate xd date Record date Payment date Interim 2024 A 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. Highlights 31 August 2024 31 August 2023 % change Performance Total shareholders’ funds A (£’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 capitalisation A (£’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 waiver BC 0.75 0.91 Ongoing charges ratio excluding fee waiver BD 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. Dividends and Hi g hli g hts Asia Dragon Trust plc 5 Strategic Report 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. 6 Asia Dragon Trust plc Future of the Company 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. Results 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. Performance 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. Chairman’s Statement Asia Dragon Trust plc 7 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Result of the Review 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: · Strong Long-Term Investment Performance: Invesco Asia has delivered a total return of 49.4 per cent. over the five years to 30 September 2024, representing outperformance of 23.2 per cent. against the MSCI AC Asia ex Japan Index which has delivered a five-year total return of 26.2 per cent. over the same period. · Unconstrained Investment Approach: Invesco Asia has a highly rated and experienced investment team with an unconstrained investment approach and a focus on valuation whereby the managers seek to identify stocks that have become dislocated from fair value with a potential catalyst for change. The Board of the Company was impressed by the distinctive and disciplined value-oriented investment approach employed by IFML which has delivered attractive returns for Invesco Asia shareholders over the long term. · Aligned Investment Exposure: The Proposal will allow shareholders to continue their investment in a core Asia (ex-Japan) equity strategy. · Increased Dividend: The Company’s shareholders will benefit from a significant increase in dividend as a result of Invesco Asia’s policy of paying a distribution of 4 per cent. of NAV per annum which will move from semi- annual to four quarterly payments each equal to 1 per cent. of NAV. · Depth of Resource: Invesco Ltd, a global asset manager with $1.8 trillion of AUM, including $15.9 billion in Asia and EM Equities (as at 30 September 2024), will remain as the investment manager of the combined entity. Invesco Asia will continue to benefit from the expertise of its portfolio managers, Fiona Yang and Ian Hargreaves, and from the depth of resource and experience offered by the wider Asian & Emerging Markets Equities Team. · Partial Cash Exit: The Proposal will provide the Company’s shareholders with the opportunity to elect to exit part or all of their holding in the Company for cash, subject to an overall limit of 25 per cent. of the issued share capital of the Company (excluding shares held in treasury) (the “Cash Exit”). · Continued Scale: The combination with Invesco Asia will allow the Company’s shareholders to continue to participate in a vehicle of scale, with the enlarged Invesco Asia expected to be a constituent of the FTSE 250, notwithstanding the potential substantial return of capital by the Company pursuant to the Cash Exit. · Periodic Exit Opportunity: Following completion of the Proposal, Invesco Asia will introduce a triennial unconditional tender offer of up to 100 per cent. of the issued share capital of Invesco Asia, with the first tender offer expected to take place in 2028. · Discount Management Policy: Invesco Asia will maintain its stated average discount target of less than 10 per cent. of NAV calculated on a cum-income basis over the financial year. · Competitive Management Fee: IFML has agreed that, with effect from the admission to listing and trading of the new Invesco Asia shares issued in connection with the Proposal, the management fee payable by Invesco Asia to IFML will be reduced to 0.75 per cent. on the initial £125m of net assets; 0.6 per cent. of net assets between £125m and £450m; and 0.5 per cent. on net assets in excess of £450m. The new Invesco Asia fee structure will result in a lower blended management fee than is currently payable by the Company. · Shareholder Register: The Proposal will allow a number of shareholders to consolidate their holdings across the two companies while also creating a more diversified shareholder base through a combination of the balance of the two share registers. 8 Asia Dragon Trust plc 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. Gearing 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. Discounts and Share Buybacks 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%. Annual General Meeting and Dividend 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. Chairman’s Statement Continued Asia Dragon Trust plc 9 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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. Composition of the Board 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. Outlook 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 10 Asia Dragon Trust plc Performance 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. Chart 1: Benchmark Index country and sector performance – 12 months to 31 August 2024 Taiwan, India lead country gainers; Utilities and IT lead the sectoral pack Investment Mana g er’s Review Asia Dragon Trust plc 11 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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. 1. China and Hong Kong 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 consumption- oriented 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. Chart 2: Attribution Performance Drivers 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. 12 Asia Dragon Trust plc Chart 3: Portfolio performance stabilised towards year-end 2. Technology 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. 3. India 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. Portfolio Activity 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: 1. China: Scaling back the consumer exposure and focusing on nearer-term cash flow generation and earnings visibility 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 Investment Mana g er’s Review Continued Asia Dragon Trust plc 13 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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 high- quality 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. Chart 4: China’s macro backdrop remains weak But valuations are attractive from a bottom-up perspective 2. India: increased exposure with new initiations across broad swathe of sectors 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. 14 Asia Dragon Trust plc Chart 5: India’s attractive landscape backed by structural growth Solid top-down factors alongside strong bottom-up growth; supportive of valuations 3. Technology: Broadening exposure to the AI supply chain with a focus on Taiwan and Korea 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. Investment Mana g er’s Review Continued Asia Dragon Trust plc 15 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Chart 6: Asian tech sector set to be key driver over coming years 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. Chart 7: Vietnam continues to draw foreign capital 16 Asia Dragon Trust plc Outlook 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 well- prepared 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 Investment Mana g er’s Review Continued Asia Dragon Trust plc 17 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Future of the Company 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. Business Model 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. Combination with abrdn New Dawn 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. Investment Policy ( up to 25 October 2023 ) For the period up to the General Meeting held on 25 October 2023 the Company’s Investment Policy was as follows: Investment Objective 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. Investment Policy 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. Investment Policy ( from 25 October 2023 ) 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: Investment Objective The Company aims to achieve long-term capital growth principally through investment in companies in the Asia Pacific region, excluding Japan (the “Investment Region”). Investment Policy Asset allocation 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. Overview of Strate g y 18 Asia Dragon Trust plc 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 equity- related 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: · hold cash and cash equivalents, including money market mutual funds (which is not subject to any investment limit); · hold equity-linked derivative instruments (including options and futures on indices and individual securities) which are primarily exposed to the Investment Region; and · invest in index funds, listed funds, open-ended funds, mutual funds and exchange traded funds that invest primarily in the Investment Region. Risk diversification 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. Gearing 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. Derivatives 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. Company Benchmark The total return of the MSCI All Country Asia (ex Japan) Index (sterling adjusted). Alternative Investment Fund Manager (“AIFM”) 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. Overview of Strate g y Continued Asia Dragon Trust plc 19 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Achieving the Investment Policy and Objective 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%. Principal and Emerging Risks and Uncertainties 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 geo- political 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. 20 Asia Dragon Trust plc 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 unethically, undertake environmentally detrimental practices or fail to integrate ESG factors adequately. Risk Unchanged during the year 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. 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. 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. Overview of Strate g y Continued Asia Dragon Trust plc 21 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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. · 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 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 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. 22 Asia Dragon Trust plc Performance Key Performance Indicators 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. Promoting the Success of the Company 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 third- party 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 third- party providers support the Company by providing administration, depositary, custodial, banking and audit services. Overview of Strate g y Continued Asia Dragon Trust plc 23 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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: · The Board appointed Stanhope Consulting to assist in a full strategic review of the future of the Company, including the ongoing investment management arrangements. · The Board has declared an interim dividend of 6.6p per Ordinary share (2023 – 6.6p) which will be paid on 31 December 2024. · The Board has successfully completed its succession planning activities. · The Board has continued the Company’s discount control policy through the buyback of shares which provides a degree of liquidity to the market at times when the discount widens. · The Board continues to believe that the sensible use of modest financial gearing should enhance returns to shareholders over the longer term. As indicated in the Chairman’s Statement the Company has consolidated its loan facilities into a new extended revolving credit facility offering the Company short term flexibility. 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. Duration 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. Board Diversity 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). Environmental, Social and Human Rights Issues 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. 24 Asia Dragon Trust plc Viability Statement 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: · The principal risks and uncertainties detailed on pages 19 to 21 and the steps taken to mitigate these risks. · ·The role of the Audit and Risk Committee in reviewing and monitoring the Company’s internal control and risk management systems (see the Audit and Risk Committee’s Report on pages 58 to 60). · The ongoing relevance of the Company’s investment objective. · The liquidity of the Company’s portfolio. All of the Company’s investments are in quoted securities in active markets or in collective investment schemes and are considered to be liquid. · The closed-ended nature of the Company which means that it is not subject to redemptions. · The use of the Company’s share buy back and share issuance policies to help address any imbalance of supply and demand for the Company’s shares. · The current and maximum levels of gearing, compliance with loan covenants and level of headroom within the financial covenants (see note 13 to the financial statements for details of loan covenants). · The ability of the Company to refinance its loan facilities, on or before maturity. · The requirement of the Board to propose a resolution to approve the continuation of the Company at future Annual General Meetings (earliest required 2026). · Regulatory or market changes. · The level of the Company’s ongoing charges. · The robustness of the operations of the Company’s third party service providers. 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. The Strategic Report has been approved by the Board and signed on its behalf by: James Will, Chairman 22 November2024 Overview of Strate g y Continued Asia Dragon Trust plc 25 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements This section of the Annual Report aims to present more information on the Investment Manager’s ESG considerations. ESG Highlights · abrdn believes that ESG considerations can meaningfully affect a company’s performance. · abrdn has been actively integrating ESG considerations into its investment decision-making process for 30 years. · Deep, on the ground ESG resources and expertise enables abrdn to glean insights from company visits and obtain an ESG information advantage. · The Company’s portfolio is ESG A rated by MSCI, as is the Benchmark. 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 What is ESG? · Environmental factors relate to how a company conducts itself with regard to environmental impact and sustainability. · Social factors pertain to a company’s relationship with its employees, vendors, and a broad set of societal stakeholders. · Corporate Governance factors may include the corporate decision-making structure, the independence of board members, treatment of minority shareholders, executive compensation and political contributions, capital allocation and the risk of bribery and corruption. 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’s Investment Process 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. abrdn’s Approach to ESG 26 Asia Dragon Trust plc 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. The Importance of Engagement 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: · Exploit an information gap: if a company does not disclose ESG information and the market is unable to form a robust view of its quality, its shares may be priced inefficiently. Using abrdn’s research capabilities including on-site, face to face visits, an informed view may be developed of every company helping to exploit any pricing inefficiency that is judged to exist; and · Close the information gap: if abrdn owns a company that is misunderstood by the market, abrdn can work constructively with the company’s management team to encourage improved and enhanced disclosure, allowing the market to better understand, and hence better price, the company’s securities. 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 Continued abrdn’s Approach to ESG Continued Asia Dragon Trust plc 27 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Measurement of ESG, including abrdn’s Proprietary ESG Scoring System 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 material part of the company’s core business strategy Excellent disclosure Makes opportunities from strong ESG risk management ESG considerations not market leading Disclosure is good, but not best in class Governance is generally very good ESG risks are considered as a part of principal business Disclosure in line with regulatory requirements Governance is generally good but some minor concerns Evidence of some financially material controversies Poor governance or limited oversight of key ESG issues Some issues in treating minority shareholders poorly Many financially material controversies Severe governance concerns Poor treatment of minority shareholders abrdn also makes use of third party ESG data for two primary reasons: · To help build a view of a company: third party ESG data provides insights into a company based on that company’s disclosure. Whilst that disclosure may have limits there is still merit in reading research from a speciality researcher. abrdn buys in research as a “sense check” against internal analysis to ensure that issues or developments are not missed or weighted incorrectly. · To provide a proxy for market perspective: abrdn uses third party data and scoring as a proxy for market perception and makes use of these scores to compare with internal assessments. If the market views a company as low quality and abrdn sees the company as not only higher quality but also on a positive trajectory, it may be appropriate to exploit this information asymmetry. The market may react and change perceptions over time as performance and disclosure on ESG issues improves, but abrdn is interested in the journey as much as arrival. 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 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. 28 Asia Dragon Trust plc Important Note 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 abrdn’s Approach to ESG Continued Asia Dragon Trust plc 29 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Year’s Highs/Lows 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. Performance (total return) 1 year return 3 year return B 5 year return % % % Share price A +16.7 –17.1 +7.7 Net asset value A +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. Ten Year Financial Record Net asset Revenue Dividend Expenses Equity value per return per Ordinary Share per as a shareholders’ Ordinary Ordinary share price Ordinary % of average interest share share price discount share shareholders’ Year ended 31 August £’000 p p p % p funds A 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. Results 30 Asia Dragon 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 16.7% -17.1% 7.7% 9.3% -16.6% 5.2% 12.0% -4.7% 21.3% -20% -15% -10% -5% 0% 5% 10% 15% 20% 25% 1 year 3 years 5 years Share Price NAV Index Total Return of NAV and Share Price vs MSCI All Country Asia (ex Japan) Index (in sterling terms) By quarter for year to 31 August 2024 2.3% -0.3% 11.9% 2.3% 16.7% -1.7% 3.2% 3.8% 3.8% 9.3% 0.2% 3.5% 4.8% 3.0% 12.0% -5% 0% 5% 10% 15% 20% Quarter to 30/11/2023 Quarter to 29/02/2024 Quarter to 31/05/2024 Quarter to 31/08/2024 Year to 31/08/2024 Share Price NAV Index Performance Asia Dragon Trust plc 31 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Share Price Discount to NAV Five years to 31 August 2024 -20% -18% -16% -14% -12% -10% -8% -6% -4% -2% 0% 31/08/19 31/08/20 31/08/21 31/08/22 31/08/23 31/08/24 Source: Morningstar Discount to NAV 32 Asia Dragon Trust plc Portfolio 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 quality- focused approach enables the Company to capture growth from world-class companies in the Asia Pacific region Asia Dragon Trust plc 33 34 Asia Dragon Trust plc As at 31 August 2024 Taiwan Semiconductor Manufacturing Company Tencent Holdings 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. 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. Samsung Electronics (Pref) AIA Group 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. 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. SBI Life Insurance ASML 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. 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. ICICI Bank Bank Central Asia 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. Among the largest non state owned banks in Indonesia, it is well capitalised and has a big and stable base of low- cost deposits that funds its lending, while asset quality has remained solid. DBS ASM International 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. ASM International is the global leader in single-wafer atomic layer deposition (ALD) technology. ALD is a high- precision 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. Ten Lar g est Investments Asia Dragon Trust plc 35 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements At 31 August 2024 Valuation Total Valuation 2024 assets 2023 Company Industry Country £’000 % £’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 Investment Portfolio 36 Asia Dragon Trust plc Investment Portfolio Continued At 31 August 2024 Valuation Total Valuation 2024 assets 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 Trust A 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 Asia Dragon Trust plc 37 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements At 31 August 2024 Valuation Total Valuation 2024 assets 2023 Company Industry Country £’000 % £’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 Focus A Closed End Investments Other Asia 3,346 0.4 – 763,160 96.5 Net current assets B 27,293 3.5 Total assets less current liabilities B 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. 38 Asia Dragon Trust plc For the year ended 31 August 2024 Value at Sales Gains/ Value at 1 September 2023 Purchases A proceeds (losses) 31 August 2024 Country £’000 £’000 £’000 £’000 £’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. Chan g es in Asset Distribution Asia Dragon Trust plc 39 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements As at 31 August 2024 1.9% 19.6% 5.0% 23.2% 5.1% 4.5% 0.4% 1.2% 2.1% 12.0% 20.1% 1.3% 1.1% 2.5% Country allocation Australia - 1.9% China - 19.6% Hong Kong - 5.0% India - 23. 2% Indonesia - 5.1% Netherlands - 4.5% Other Asia - 0.4% Philippines - 1.2% Singapore - 2.1% South Korea - 12.0% Taiwan - 20.1% Thailand - 1.3% United Kingdom - 1.1% Vietnam - 2.5% Analysis of Portfolio 40 Asia Dragon Trust plc As at 31 August 2023 32.0% 10.6% 18.4% 2.1% 1.0% 2.6% 4.2% 11.4% 15.1% 2.6% Country allocation China - 32.0% Hong Kong - 10.6% India - 18.4% Indonesia - 2.1% Netherlands - 1.0% Philippines - 2.6% Singapore - 4.2% South Korea - 11.4% Taiwan - 15.1% Vietnam - 2.6% Analysis of Portfolio Continued Asia Dragon Trust plc 41 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Sector Breakdown As at 31 August 2024 0% 5% 10% 15% 20% 25% Automobiles Banks Beverages Biotechnology Broadline Retail Capital Markets Chemicals Closed End Investments Communications Equipment Con stru ctio n & En gine ering Con stru ctio n M a terials Consumer Staples Distribution & Retail Diversified Telecommu nication Services Electric Utilities Electrical Equipment Electronic Equipment, Instruments & Components Food Products Health Care Equipment & Supplies Health Care Providers & Services Hotels, Restaurants & Leisure Independent Power and Renewable Electricity… Insurance Interac tive Media & Servic es IT Services Life Sciences Tools & Services Machinery Metals & Mining Personal Care Products Real Estate Management & Development Semiconductors & Semiconductor Equipment Software Speciality Retail Technology Hardware, Storage & Peripherals Wireless Telecommunication Services 2024 2023 42 Asia Dragon Trust plc Bharti Airtel 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 high- speed 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. Investment Case Studies Asia Dragon Trust plc 43 Tencent 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 long- running, 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 hit- or-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 Governance Asia Dragon Trust plc 45 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 non- executive and independent of the Manager, supervise the management of Asia Dragon Trust plc and represent the interests of shareholders 46 Asia Dragon Trust plc James Will Independent Chairman Experience: 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. Length of service: 6 years, appointed on 1 October 2018 Last re-elected to the Board: 7 December 2023 Committee membership: Management Engagement Committee (Chair), Nomination Committee (Chair) and Remuneration Committee Contribution: 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 Experience: Before retirement from full time fund management duties in 2021, Matthew had 40 years’ fund management experience with Schroders. He specialised in Asian and Small Companies investment having served as Schroders’ Head of Global Small Companies from 2000. In addition to managing the Schroders Asian Alpha Plus Fund, Matthew was instrumental in helping grow the assets of two closed- ended investment companies, Schroder Asia Pacific Fund plc and Schroder Oriental Income Fund Limited into FTSE 250 Companies, serving as investment manager from their respective launches in 1995 and 2005. He holds a BA in history and economics from Oxford University. Matthew is non-executive Chairman of the European Opportunities Trust PLC. Length of service: 2 years, appointed on 1 February 2022 Last re-elected to the Board: 7 December 2023 Committee membership: Audit & Risk Committee, Management Engagement Committee, Nomination Committee and Remuneration Committee Contribution: The Board has reviewed the strong contribution of Matthew Dobbs in light of his expected proposed re- election 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. Board of Directors Asia Dragon Trust plc 47 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Susan Sternglass Noble Independent Non-Executive Director Experience: 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. Length of service: 4 years, appointed on 7 August 2020 Last re-elected to the Board: 7 December 2023 Committee membership: Audit & Risk Committee, Management Engagement Committee, Nomination Committee and Remuneration Committee (Chair) Contribution: The Board has reviewed the contribution of Susan Sternglass Noble in light of her expected proposed re- election at the next AGM and has concluded that she continues to bring investment, industry and corporate governance expertise to the Board. Stephen Souchon Independent Non-Executive Director Experience: 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. Length of service: 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 Last re-elected to the Board: Elected on 7 December 2023 Committee membership: Audit & Risk Committee (Chairman), Management Engagement Committee, Nomination Committee and Remuneration Committee Contribution: 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. 48 Asia Dragon Trust plc Nicole Yuen Independent Non-Executive Director Experience: 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 non- executive director. Length of service: 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 Last re-elected to the Board: Elected on 7 December 2023 Committee membership: Audit & Risk Committee, Management Engagement Committee, Nomination Committee and Remuneration Committee Contribution: 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. Board of Directors Continued Asia Dragon Trust plc 49 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Capital Structure 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. Directors 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. Directors’ and Officers’ Liability Insurance 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. Dividends 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. Management Agreement 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. Directors’ Report 50 Asia Dragon Trust plc Reduction in Management Fee 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. Borrowings 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. Corporate Governance The Statement of Corporate Governance, which forms part of the Directors’ Report, is contained on pages 52 to 57. Going Concern 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 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). Directors’ Report Continued Asia Dragon Trust plc 51 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Substantial Share Interests 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. Accountability and Audit 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. Global Greenhouse Gas Emissions and Streamlined Energy and Carbon Reporting (“SECR”) 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. Other Information 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 52 Asia Dragon Trust plc Compliance 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: · the role of the chief executive (A.1.2); · executive Directors’ remuneration (D.1.1 and D.1.2); and · the need for an internal audit function (C.3.6). 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 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 re- election 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. Statement of Corporate Governance Asia Dragon Trust plc 53 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Role and Operation of the Board 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 Board Diversity 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. Table for reporting on gender as at 31 August 2024 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 - - - 54 Asia Dragon Trust plc Table for reporting on ethnic background as at 31 August 2024 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 (note 3) n/a (note 4) n/a (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 - - - Notes: 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). Statement of Corporate Governance Continued Asia Dragon Trust plc 55 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Role of the Board 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: · Reports from the Manager covering stockmarket environment, portfolio activities, performance and investment outlook; · Company financial information including revenue forecasts, balance sheet and gearing position; · Shareholder analysis and relations; · Regulatory issues and industry matters; · Reports from other service providers such as brokers and registrars. 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 zero- tolerance approach to facilitation of tax evasion, whether under UK law or under the law of any foreign country. Directors’ Time Commitments The Company has a policy of ensuring that all non- executive 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. Board Committees 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. Audit & Risk Committee The Audit & Risk Committee Report is contained on pages 58 to 60. 56 Asia Dragon Trust plc Remuneration Committee 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. Management Engagement Committee 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. Nomination Committee 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. Performance Evaluation 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. Succession Planning 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 re- election 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. Statement of Corporate Governance Continued Asia Dragon Trust plc 57 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Relations with Shareholders 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-to- date 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. Responsible Investing Our Investment Manager’s approach to ESG considerations is included on pages 25 to 28. Consumer Duty 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 UK Stewardship Code and Proxy Voting 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 sub- delegated 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 58 Asia Dragon Trust plc The Audit & Risk Committee (the “Committee”) presents its Report for the year ended 31 August 2024. Membership and Responsibilities 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: · to review the half yearly and annual financial statements of the Company, the accounting policies applied therein and to ensure compliance with financial and regulatory reporting requirements; · to assess whether 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; · to review and report to the Board on the significant financial reporting issues and judgements made in connection with the financial reporting including the statement on the Company’s viability; · to consider reports from the external auditors, including its audit strategy and findings; · to develop and implement policy on the engagement of the external auditors to supply non-audit services; · to consider the re-appointment, remuneration and terms of engagement of the external auditors and to review annually the external auditors’ independence, objectivity, effectiveness, resources and qualification; · to review and monitor the internal control systems and risk management systems (including non-financial risks) on which the Company is reliant; · to consider annually whether there is a need for the Company to have its own internal audit function; and · to review the arrangements in place within the Manager whereby staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters (‘whistleblowing’). 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. Activities During the Year 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. Risk Management and Internal Control 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. Audit & Risk Committee’s Report Asia Dragon Trust plc 59 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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: · The Manager prepares forecasts and management accounts which allow the Board to assess the Company’s activities and review its performance; the emphasis is on obtaining the relevant degree of assurance and not merely reporting by exception; · The Board and the Manager have agreed clearly defined investment criteria, specified levels of authority and exposure limits. Reports on these issues, including performance statistics and investment valuations, are regularly submitted to the Board and there are meetings with the Manager as appropriate; · As a matter of course, the Manager’s risk management department, including compliance and internal audit functions, continually reviews the Manager’s operations and provides reports to the Committee; · Written agreements are in place, which specifically define the roles and responsibilities of the Manager and other third party service providers; · The Board has considered the need for an internal audit function but, because of the compliance and internal control systems in place within the Manager, has decided to place reliance on the Manager’s risk management systems and internal audit procedures; and · The Committee carried out bi-annual reviews of the Manager’s risk management and internal controls, including the internal audit and compliance functions. At its October 2024 meeting, the Committee performed its annual assessment of internal controls for the year ended 31 August 2024. The results of the assessment were reported to the Board. 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. Financial Statements and Significant Matters 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. Valuation, Existence and Ownership of Investments 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. Income from Investments 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. 60 Asia Dragon Trust plc The Audit & Risk Committee concluded that there were no issues associated with the recognition of dividend income which needed to be addressed. Other Accounting Issues 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. Review of Independent Auditors The Committee has reviewed the independence and the effectiveness of the external auditors, PricewaterhouseCoopers LLP (“PwC”), as follows: · The external auditors report on an annual basis the steps it takes to ensure its independence and objectivity and confirms that it has complied with the relevant UK independence guidelines. The level of fees for non-audit services provided by the auditors is assessed and for the year to 31 August 2024 was nil (2023 - £nil). The Board will review any future non-audit fees in the light of the requirement to maintain the auditor’s independence. · The Committee considers the experience, continuity and tenure of the external audit team, including the audit partner. The audit team consists of suitably experienced staff with knowledge of the investment trust sector and there is a process in place for the rotation of the audit partner. · The Committee assesses the level of audit service annually. The audit plan is reviewed well in advance and subsequent audit findings are reported comprehensively in a timely manner and are resolved satisfactorily. The auditors have a constructive working relationship with both the Board and the Manager. Re-appointment of the Independent Auditors 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. Stephen Souchon Chairman of Audit & Risk Committee 22 November 2024 Audit & Risk Committee’s Report Continued Asia Dragon Trust plc 61 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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: a) A Remuneration Policy, set out below, which was last approved by shareholders at the 2023 AGM. This policy is subject to a vote every three years. Any change to this policy during this interval would require shareholder approval; b) An annual Implementation Report, which provides information on how the Remuneration policy has been applied during the year and will be subject to an advisory vote at the upcoming AGM; and c) An Annual Statement. 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. Remuneration Policy 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 non- executive 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. Directors’ fees 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. Appointment · The Company only intends to appoint non-executive Directors under the terms of Letters of Appointment. · Directors must retire and be subject to re-election at the first AGM after their appointment and annually thereafter. · New appointments to the Board will be placed on the fee applicable to all Directors at the time of appointment. · No incentive or introductory fees will be paid to encourage a directorship. · The Directors are not eligible for bonuses, pension benefits, share options, long term incentive schemes or other benefits. · The Company indemnifies its Directors for costs, charges, losses, expenses and liabilities which may be incurred in the discharge of duties, as a Director of the Company. · The Directors are entitled to re-imbursement of out-of- pocket expenses incurred in connection with the performance of their duties, including travel expenses. Performance, Service Contracts, Compensation and Loss of Office · The Directors’ remuneration is not subject to any performance related fee. · No Director has a service contract. · No Director was interested in contracts with the Company during the period or subsequently. · The terms of appointment provide that a Director may be removed without notice. · Compensation will not be due upon leaving office. · No Director is entitled to any other monetary payment or any assets of the Company. Directors’ & Officers’ liability insurance cover is maintained by the Company on behalf of the Directors. Directors’ Remuneration Report 62 Asia Dragon Trust plc 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. Implementation Report Directors’ Fees 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 Company Performance 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. 80 100 120 140 160 180 200 220 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 NAV Share Price Index Statement of Voting at Annual General Meeting 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. Spend on Pay 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. Directors’ Remuneration Report Continued Asia Dragon Trust plc 63 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Fees Payable (audited) 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 Annual Percentage Change in Directors’ Remuneration 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 F ees % Fees % Fees % Fees % Fees % James Will 1 0 3.5 3.6 2.9 54.1 Matthew Dobbs 2 1.0 n/a n/a n/a n/a Susan Sternglass Noble 3 0 3.2 3.3 n/a n/a Stephen Souchon 4 n/a n/a n/a n/a n/a Nicole Yuen 5 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 64 Asia Dragon Trust plc Directors’ Interests in the Company (audited) 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 31 August 2023 Ordinary shares 1 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. Annual Statement 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 major decisions on Directors’ remuneration; · any substantial changes relating to Directors’ remuneration made during the year; and · the context in which the changes occurred and in which decisions have been taken. The Directors’ Remuneration Report was approved by the Board of Directors and signed on its behalf by: Susan Sternglass Noble, Chairman of Remuneration Committee 22 November 2024 Directors’ Remuneration Report Continued Asia Dragon Trust plc 65 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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: · select suitable accounting policies and then apply them consistently; · make judgements and estimates that are reasonable and prudent; · state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; · assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and · use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Responsibility statement of the Directors in respect of the annual financial report. We confirm that to the best of our knowledge: · the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and · the Strategic report /Director’s report include a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face. We consider the annual 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 Statement of Directors’ Responsibilities 66 Asia Dragon Trust plc Financial Statements Asia Dragon Trust plc 67 The Company’s revenue return per share was 6.73p for the year to 31 August 2024 (2023: 7.06p) 68 Asia Dragon Trust plc Report on the audit of the financial statements Opinion In our opinion, Asia Dragon Trust plc’s financial statements: · give a true and fair view of the state of the Company’s affairs as at 31 August 2024 and of its Return and cash flows for the year then ended; · have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”, and applicable law); and · have been prepared in accordance with the requirements of the Companies Act 2006. 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. Basis for opinion 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. Independence 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. Material uncertainty related to going concern 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. Independent Auditors’ Report to the Members of Asia Dra g on Trust plc Asia Dragon Trust plc 69 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included: · Obtaining and evaluating the Directors' going concern assessment, which reflects conditions up to the point of approval of the Annual Report. · Reviewing the heads of terms agreement with Invesco Asia Trust plc. · Reviewing the minutes of the Board. · Assessing the disclosures presented in the Annual Report in relation to the scheme of reconstruction and its impact on the going concern assessment by reading the other information, including principal risks and uncertainties, the Viability Statement set out in the Strategic Report and the Going Concern Statement in Note 2 (a), and assessing its consistency with the Financial Statements and the evidence we obtained in our audit. 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. Our audit approach Context The Company is a standalone Investment Trust Company and engages abrdn Fund Managers Limited (the “AIFM”) to manage its assets. Overview Audit scope · We conducted our audit of the financial statements using information from the AIFM to whom the Directors have delegated the provision of all administrative functions. · We tailored the scope of our audit taking into account the types of investments within the Company, the involvement of the AIFM referred to above, the accounting processes and controls, and the industry in which the Company operates. · We obtained an understanding of the control environment in place at the AIFM and adopted a fully substantive testing approach using reports obtained from the AIFM. Key audit matters · Material uncertainty related to going concern · Income from Investments · Valuation and existence of listed investments · Accounting applied on initial recognition of the acquisition of net assets from abrdn New Dawn Investment Trust plc Materiality · Overall materiality: £7,116,000 (2023: £4,791,000) based on approximately 1% of Net assets. · Performance materiality: £5,337,000 (2023: £3,593,000). 70 Asia Dragon Trust plc The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. Key audit matters 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. Key audit matter How our audit addressed the key audit matter Income from Investments 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. Independent Auditors’ Report to the Members of Asia Dra g on Trust plc Continued Asia Dragon Trust plc 71 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Key audit matter How our audit addressed the key audit matter Valuation and existence of listed investments 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. 72 Asia Dragon Trust plc 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. How we tailored the audit scope 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. The impact of climate risk on our audit 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. Materiality 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. Independent Auditors’ Report to the Members of Asia Dra g on Trust plc Continued Asia Dragon Trust plc 73 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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. Reporting on other information 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. Strategic report and Directors’ Report, 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. Directors’ Remuneration In our opinion, the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Corporate governance statement 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 74 Asia Dragon Trust plc section headed ‘Material uncertainty related to going concern’, we have nothing material to add or draw attention to in relation to: · The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks; · The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated; · The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any 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; · The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate; and · The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. 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: · The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the Company's position, performance, business model and strategy; · The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and · The section of the Annual Report describing the work of the Audit & Risk Committee. 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. Responsibilities for the financial statements and the audit Responsibilities of the Directors for the financial statements 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. Independent Auditors’ Report to the Members of Asia Dra g on Trust plc Continued Asia Dragon Trust plc 75 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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: · discussing with the AIFM and the audit committee, including specific enquiry of known or suspected instances of non- compliance with laws and regulation and fraud where applicable; · reviewing relevant meeting minutes, including those of the Board and Audit & Risk Committee; · assessing of the Company’s compliance with the requirements of section 1158 of the Corporation Tax Act 2010, including recalculation of numerical aspects of the eligibility conditions; · identifying and testing journal entries, in particular any material or revenue-impacting manual journal entries posted as part of the Annual Report preparation process; and · designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing. 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. 76 Asia Dragon Trust plc Use of this 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. Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: · we have not obtained all the information and explanations we require for our audit; or · adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or · certain disclosures of Directors’ remuneration specified by law are not made; or · the financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Appointment 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. Gillian Alexander (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Edinburgh 22 November 2024 Independent Auditors’ Report to the Members of Asia Dra g on Trust plc Continued Asia Dragon Trust plc 77 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Year ended 31 August 2024 Year ended 31 August 2023 Revenue Capital Total Revenue Capital Total Notes £’000 £’000 £’000 £’000 £’000 £’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. Statement of Comprehensive Income 78 Asia Dragon Trust plc As at As at 31 August 2024 31 August 2023 Notes £’000 £’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: James Will Chairman The accompanying notes on pages 81 to 101 are an integral part of the financial statements. Statement of Financial Position Asia Dragon Trust plc 79 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements For the year ended 31 August 2024 Share Capital Share premium redemption Capital Revenue capital account reserve reserve reserve Total Notes £’000 £’000 £’000 £’000 £’000 £’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 For the year ended 31 August 2023 Share Capital Share premium redemption Capital Revenue capital account reserve reserve reserve Total Notes £’000 £’000 £’000 £’000 £’000 £’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. Statement of Chan g es in Equity 80 Asia Dragon Trust plc 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. Statement of Cash Flows Asia Dragon Trust plc 81 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 1. Principal activities The Company is a closed-end investment company, registered in Scotland No SC106049, with its Ordinary shares being listed on the London Stock Exchange. 2. Accounting policies (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. Notes to the Financial Statements For the year ended 31 August 2024 82 Asia Dragon Trust plc (b) Investments. Listed investments have been designated upon initial recognition as held at fair value through profit or loss. Investments are recognised and de-recognised on the trade date at fair value, which is generally deemed to be the cost of the investment at that point. Subsequent to initial recognition, investments are valued at fair value, which for listed investments is deemed to be bid market prices or closing prices for SETS (London Stock Exchange’s electronic trading service) stocks sourced from the London Stock Exchange. Gains and losses arising from changes in fair value are included as a capital item in the Income Statement and are ultimately recognised in the capital reserve. (c) Income. Dividends (other than special dividends), including taxes deducted at source, are included in revenue by reference to the date on which the investment is quoted ex-dividend. Special dividends are reviewed on a case-by-case basis and may be credited to capital, if circumstances dictate. Dividends receivable on equity shares where no ex- dividend date is quoted are brought into account when the Company’s right to receive payment is established. Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of the foregone cash dividend is recognised as income. Any excess in the value of the shares received over the amount of cash dividend foregone is recognised in capital reserves. Interest receivable on bank balances is dealt with on an accruals basis. (d) Expenses. All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Statement of Comprehensive Income except as follows: – 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. (f) Nature and purpose of reserves 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. Notes to the Financial Statements Continued Asia Dragon Trust plc 83 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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. (g) Foreign currency. Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling on the reporting date. Transactions involving foreign currencies are converted at the rate ruling on the date of the transaction. Gains and losses on the realisation of foreign currencies are recognised in the Statement of Comprehensive Income and are then transferred to the capital reserve. Unrealised and realised gains and losses on foreign currency movements on investments held through profit or loss are recognised in the capital column of the Statement of Comprehensive Income. (h) Dividends payable. Final dividends are recognised in the financial statements in the period in which Shareholders approve them. (i) Treasury shares. When the Company purchases its Ordinary shares to be held in treasury, the amount of the consideration paid, which includes directly attributable costs, is net of any tax effect, and is recognised as a deduction from the capital reserve. When these shares are sold subsequently, the amount received is recognised as an increase in equity, and any resulting surplus on the transaction is transferred to the share premium account and any resulting deficit is transferred from the capital reserve. (j) Cash and cash equivalents. Cash comprises cash at bank and in hand. Cash equivalents are short-term, comprising money market funds and highly-liquid investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of changes in value. (k) Borrowings. Bank loans are initially recognised at cost, being the fair value of the consideration received, net of any issue expenses. Subsequently, they are measured at amortised cost using the effective interest method. Finance charges are accounted for on an accruals basis using the effective interest rate method and are charged 25% to revenue and 75% to capital. 84 Asia Dragon Trust plc 3. Income 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 4. Investment management fee 2024 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’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. Notes to the Financial Statements Continued Asia Dragon Trust plc 85 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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. 5. Administrative expenses 2024 2023 £’000 £’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 expenses A 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. 6. Interest payable and similar charges 2024 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’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 86 Asia Dragon Trust plc 7. Taxation 2024 2023 Revenue Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’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. Notes to the Financial Statements Continued Asia Dragon Trust plc 87 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements (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 Capital Total Revenue Capital Total £’000 £’000 £’000 £’000 £’000 £’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 88 Asia Dragon Trust plc 8. Dividends 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 2023 £’000 £’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. 9. Return per share 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 Notes to the Financial Statements Continued Asia Dragon Trust plc 89 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 10. Investments at fair value through profit or loss 2024 2023 £’000 £’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. 90 Asia Dragon Trust plc 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. 11. Debtors and prepayments 2024 2023 £’000 £’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 12. Cash and cash equivalents 2024 2023 £’000 £’000 Cash at bank and in hand 15,442 5,941 Money market funds 12,001 5,001 27,443 10,942 Notes to the Financial Statements Continued Asia Dragon Trust plc 91 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 13. Creditors 2024 2023 (a) Bank loans £’000 £’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. 2024 2023 (b) Other creditors – falling due within one year £’000 £’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 92 Asia Dragon Trust plc 14. Called-up share capital 2024 2023 £’000 £’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. 15. Capital reserve 2024 2023 £’000 £’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. Notes to the Financial Statements Continued Asia Dragon Trust plc 93 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 16. Net asset value Ordinary per share 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 issue A 157,116,517 113,745,386 Net asset value per share (p) 452.93 421.26 A Excluding shares held in treasury. 17. Analysis of changes in net debt At Currency Non-cash At 1 September 2023 differences Cash flows movements 31 August 2024 £’000 £’000 £’000 £’000 £’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 Currency Non-cash At 1 September 2022 differences Cash flows movements 31 August 2023 £’000 £’000 £’000 £’000 £’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. 94 Asia Dragon Trust plc 18. Financial instruments 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 short- term 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. Notes to the Financial Statements Continued Asia Dragon Trust plc 95 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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 Weighted period for which average Fixed Floating rate is fixed interest rate rate rate At 31 August 2024 Years % £’000 £’000 Asset s 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 Liabilitie s 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 - 96 Asia Dragon Trust plc Weighted average Weighted period for which average Fixed Floating rate is fixed interest rate rate rate At 31 August 2023 Years % £’000 £’000 Asset s Sterling - 2.27 - 10,809 US Dollar - - - 8 Vietnamese Dong - - - 125 Total assets n/a n/a - 10,942 Liabilitie s 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. Notes to the Financial Statements Continued Asia Dragon Trust plc 97 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Foreign currency risk exposure by currency of listing of incorporation is as follows: 31 August 2024 31 August 2023 Net Total Net Total Overseas monetary currency Overseas monetary currency investments assets exposure investments assets exposure £’000 £’000 £’000 £’000 £’000 £’000 Australian Dollar 14,175 – 14,175 – – – Chinese Yuan A 149,417 3 149,420 162,736 – 162,736 Hong Kong Dollar A 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 Dollar A – 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). 98 Asia Dragon Trust plc 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 2023 £’000 £’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. Notes to the Financial Statements Continued Asia Dragon Trust plc 99 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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. Management of the risk – 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 Balance Maximum Balance Maximum Sheet exposure Sheet exposure Current assets £’000 £’000 £’000 £’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. 100 Asia Dragon Trust plc Maturity of financial liabilities. The maturity profile of the Company’s financial liabilities at 31 August was as follows: 2024 2023 £’000 £’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. 19. Fair value hierarchy 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. 20. Related party transactions and transactions with the Manager 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. Notes to the Financial Statements Continued Asia Dragon Trust plc 101 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 2 1. C a p ital mana g ement p olicies and p rocedures 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. 22. Transaction with abrdn New Dawn Investment Trust p lc ( “New Dawn” ) . 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. 23. Subse q uent events 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. 102 Asia Dragon Trust plc Corporate Information The Manager is a subsidiary of abrdn plc. Assets under the management and administration of abrdn were £505.9 billion at 30 June 2024 Asia Dragon Trust plc 103 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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. Discount to net asset value per Ordinary share 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 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% Alternative Performance Measures ( Unaudited ) 104 Asia Dragon Trust plc Alternative Performance Measures ( Unaudited ) Continued Ongoing charges 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. 2024 A 2024 B 2023 Investment management fees (£’000) 3,505 4,206 3,839 Administrative expenses (£’000) 1,184 1,184 1,056 Less: non-recurring charges C (£’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 costs D 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. Total return 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 open- ended and closed-ended competitors, and the Benchmark Index, respectively. Share Year ended 31 August 2024 NAV 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 reinvestment A d 1.8% 2.3% Total return c+d +9.3% +16.7% Asia Dragon Trust plc 105 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Share Year ended 31 August 2023 NAV 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 reinvestment A 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. 106106 Asia Dragon Trust plc abrdn Fund Managers Limited 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. The Investment Team Senior Managers Pruksa Iamthongthong Deputy Head of Equities, Asia Pacific, abrdn Asia 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. 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. abrdn (Asia) Limited (“abrdn Asia”) 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. Information about the Investment Mana g er Asia Dragon Trust plc 107 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Keeping You Informed 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: abrdn Social Media Accounts Twitter: @abrdnTrusts LinkedIn: abrdn Investment Trusts Investor Warning 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. Shareholder Enquiries 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 CEF.CoSec@abrdn.com. Suitable for Retail/NMPI Status The Company’s securities are intended for investors primarily in the UK (including retail investors), professional- advised 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 non- mainstream 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. Key Information Document (“KID”) 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. Investor Information 108 Asia Dragon Trust plc How to invest in Asia Dragon Trust plc and other abrdn managed investment trusts 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). A note about the abrdn Investment Trust Savings Plans (the ‘Plans’) 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. Platform providers 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. Flexibility 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. Costs and service 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. Can I exercise my voting rights if I hold my shares through an investment platform? 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. Discretionary Private Client Stockbrokers 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. Independent Financial Advisers To find an adviser who recommends on investment trusts, visit unbiased.co.uk. Continued Investor Information Asia Dragon Trust plc 109 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Regulation of Stockbrokers 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: register@fca.org.uk Getting advice 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. Note 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 110 Asia Dragon Trust plc abrdn plc or the Group The abrdn plc group of companies. abrdn plc. aFML, AIFM or Manager 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 or Investment Manager 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-to- day investment management. Asset Cover 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. AIFMD Alternative Investment Fund Managers Directive Discount 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. Dividend Cover Earnings per share divided by dividends per share expressed as a ratio. Dividend Yield The annual dividend expressed as a percentage of the share price. ESG Environmental, social and governance (ESG) factors, which are considered in all investment decisions. FCA Financial Conduct Authority. Key Information Document or KID 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. Leverage 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. Glossary of Terms Asia Dragon Trust plc 111 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements Listing Rules 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. Net Asset Value (“NAV”) 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 Net gearing is calculated by dividing total assets (as defined below) less cash or cash equivalents by shareholders’ funds expressed as a percentage. NMPIs Non-mainstream pooled investment products. Ongoing Charges Ratio of ongoing expenses expressed as percentage of average daily shareholders’ funds calculated as per the industry standard. Pre-Investment Disclosure Document (“PIDD”) 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. Premium 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. Price/Earnings Ratio 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. Prior Charges 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. Statement of Operating Expenses (“SOE”) 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 Total Assets less current liabilities (before deducting prior charges as defined above). Total Return 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. 112 Asia Dragon Trust plc Year to 31 August 2024 157,116,517 Ordinary shares of 20p (with a further 55,390,830 shares held in treasury). Capital History Year to 31 August 2024 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. Year to 31 August 2023 5,940,615 Ordinary shares were repurchased into treasury. Year to 31 August 2022 5,080,349 Ordinary shares were repurchased into treasury. Year to 31 August 2021 1,592,103 Ordinary shares were repurchased into treasury. Year to 31 August 2020 2,390,395 Ordinary shares were repurchased into treasury. Year to 31 August 2019 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. Year to 31 August 2018 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. Year to 31 August 2017 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. Year to 31 August 2016 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. Year to 31 August 2015 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. Between 31 August 2011 and 31 August 2014 30,409 Ordinary shares were issued following elections by CULS holders to convert £94,389 nominal of CULS. Year to 31 August 2011 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. Year to 31 August 2010 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. 2006-2009 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. 1993 – 2005 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. 1987 – 1993 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 . Your Company’s Share Capital History Asia Dragon Trust plc 113 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 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: · Information on the investment strategy and sector investment focus and principal stock exposures are included in the Strategic Report. · None of the Company’s assets are subject to special arrangements arising from their illiquid nature. · The Strategic Report, note 18 to the Financial Statements and the PIDD together set out the risk profile and risk management systems in place. There have been no changes to the risk management systems in place in the period under review and no breaches of any of the risk limits set, with no breach expected. · There are no new arrangements for managing the liquidity of the Company or any material changes to the liquidity management systems and procedures employed by aFML. · All authorised Alternative Investment Fund Managers are required to comply with the AIFMD Remuneration Code. In accordance with the Remuneration Code, the Company’s AIFM remuneration policy is available from the Company Secretary, abrdn Holdings Limited on request (see contact details on page 115) and the remuneration disclosures in respect of the AIFM’s reporting period for the year ended 31 December 2023 are available on the Company’s website. Leverage 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. Alternative Investment Fund Managers Directive Disclosures ( Unaudited ) 114 Asia Dragon Trust plc Asia Dragon Trust plc 115 Strategic Report Governance Overview Portfolio Corporate Information Financial Statements 116 Asia Dragon Trust plc Asia Dragon Trust plc 117 Directors James Will (Chairman) Matthew Dobbs Susan Sternglass Noble Stephen Souchon Nicole Yuen Manager Alternative Investment Fund Manager abrdn Fund Managers Limited 280 Bishopsgate London EC2M 4AG (authorised and regulated by the Financial Conduct Authority) abrdn.com Investment Manager abrdn (Asia) Limited (a subsidiary of abrdn plc) Secretary and Registered Office abrdn Holdings Limited 1 George Street Edinburgh EH2 2LL Website asiadragontrust.co.uk Registrars 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 Foreign Account Tax Compliance Act (“FATCA”) Registration Number (“GIIN”) IRS Registration Number (GIIN): 2WA1VW.99999.SL.826 Legal Entity Identifier (“LEI”) 549300W4KB0D75D1N730 Company Registration Number SC106049 Corporate Information For more information visit www.asiadragontrust.co.uk abrdn.com Important Information 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. Investment Objective ( from 25 October 2023 ) The Company aims to achieve long-term capital growth principally through investment in companies in the Asia Pacific region, excluding Japan (the “Investment Region). Conditional Tender Offer in 2026 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.