Table of Contents

Matthews Asia Active ETFs | Annual Report

December 31, 2023 | matthewsasia.com

 

Matthews Emerging Markets Equity Active ETF (MEM)

Matthews Emerging Markets ex China Active ETF (MEMX)

Matthews Emerging Markets Sustainable Future Active ETF (EMSF)

Matthews Asia Innovators Active ETF (MINV)

Matthews Pacific Tiger Active ETF (ASIA)

Matthews China Active ETF (MCH)

Matthews India Active ETF (INDE)

Matthews Japan Active ETF (JPAN)

Matthews Korea Active ETF (MKOR)

Matthews Asia Dividend Active ETF (ADVE)

LOGO

Listed on the NYSE Arca

 

LOGO


Table of Contents

LOGO

 

Matthews Asia Active Exchange-Traded Funds (ETFs) are actively managed and do not seek to replicate a specific index. ETFs are bought and sold through an exchange at the then current market price, not net asset value (NAV), and are not individually redeemed from the fund. Shares may trade at a premium or discount to their NAV when traded on an exchange. Brokerage commissions will reduce returns. There can be no guarantee that an active market for ETFs will develop or be maintained, or that the ETF’s listing will continue or remain unchanged.

ETF market price returns since inception are calculated using NAV for the period until market price becomes available (generally a few days after inception).

Investments are not FDIC-insured, nor are they deposits of, or guaranteed by, a bank or any other entity, so they may lose value.

 

 

This report has been prepared for Matthews International Funds (d/b/a Matthews Asia Funds) shareholders. It is not authorized for distribution to prospective investors unless accompanied or preceded by a current Matthews Asia Funds prospectus, which contains more complete information about the Funds’ investment objectives, risks and expenses. Additional copies of the prospectus or summary prospectus may be obtained at matthewsasia.com. Please read the prospectus carefully before you invest or send money.

The views and opinions in this report were current as of December 31, 2023. They are not guarantees of performance or investment results and should not be taken as investment advice. Investment decisions reflect a variety of factors, and the managers reserve the right to change their views about individual stocks, sectors and the markets at any time. As a result, the views expressed should not be relied upon as a forecast of a Fund’s future investment intent. Current and future portfolio holdings are subject to risk.

Statements of fact are from sources considered reliable, but neither the Funds nor the Investment Advisor makes any representation or guarantee as to their completeness or accuracy.

 

2    MATTHEWS ASIA FUNDS


Table of Contents

Contents

 

Message to Shareholders from the President of Matthews Asia Funds     4  
Message to Shareholders from the Investment Advisor     5  
Fund Characteristics and Schedules of Investments:  
Matthews Emerging Markets Equity Active ETF     7  
Matthews Emerging Markets ex China Active ETF     11  
Matthews Emerging Markets Sustainable Future Active ETF     15  
Matthews Asia Innovators Active ETF     18  
Matthews Pacific Tiger Active ETF     21  
Matthews China Active ETF     23  
Matthews India Active ETF     27  
Matthews Japan Active ETF     30  
Matthews Korea Active ETF     33  

Matthews Asia Dividend Active ETF

    37  
Index Definitions     39  
Disclosures     40  
Disclosure of Fund Expenses     40  
Statements of Assets and Liabilities     42  
Statements of Operations     45  
Statements of Changes in Net Assets     48  
Financial Highlights     52  
Notes to Financial Statements     62  
1. Organization     62  
2. Significant Accounting Policies     62  
3. Capital Shares Transactions     65  
4. Investment Management Fees     67  
5. Investments     68  
6. Income Tax Information     68  
7. Other Matters     69  
8. Subsequent Events     70  
9. Report of Independent Registered Public Accounting Firm     71  
10. Tax Information     72  
11. Approval of Investment Management Agreement     74  
12. Statement Regarding Liquidity Risk Management Program     86  
13. Trustees and Officers of the Funds     87  

Investment Risk: Exchange-Traded Fund shares are not deposits or obligations of, or guaranteed by, any depositary institution. Shares are not insured by the FDIC, Federal Reserve Board or any government agency and are subject to investment risks, including possible loss of principal amount invested. Investing in international and emerging markets may involve additional risks, such as social and political instability, market illiquidity, exchange-rate fluctuations, a high level of volatility and limited regulation. Fixed income investments are subject to additional risks, including, but not limited to, interest rate, credit and inflation risks. In addition, single-country and sector funds may be subject to a higher degree of market risk than diversified funds because of a concentration in a specific industry, sector or geographic location. Investing in small and mid-size companies is more risky than investing in large companies as they may be more volatile and less liquid than larger companies. Please see the Funds’ Prospectus and Statement of Additional Information for more risk disclosure.

 

     matthewsasia.com | 833.228.5605      3  


Table of Contents

Message to Shareholders from the President of Your Funds

Dear Fellow Shareholder,

Thank you for your continued trust in Matthews as your active partner in a World of Emerging Opportunities.

I believe that Emerging Markets, Asia and China can offer investors important opportunity sets for returns and diversification. The Year of the Dragon may present unique prospects for investors willing to look beyond immediate-term volatility and headlines and focus on specific companies and the long-term growth potential of dynamic economies.

Emerging Markets

2023 was a volatile year for equity and fixed income markets around the world but Emerging Market economies remained resilient, with their central banks largely ahead of inflation and managing rates effectively. We saw renewed interest in India (digitalization and financialization, along with a Moon landing) and South Korea (technology and cultural leadership), as well as broader Emerging Market mandates. While China’s markets remained challenging as it emerged from COVID lockdowns—disappointing expectations for a sharp rebound and geopolitical ‘balloons’—quarterly financials of leading Chinese companies have begun to show encouraging results in both revenue and earnings. Meanwhile, small and mid caps outside of China performed well as investors looked into opportunities in companies that are less affected by regulatory and external concerns and are tied more directly to local economies. Asia’s developed markets, such as Japan, are also generating interest once again, driven by resilient earnings growth amid a tepid global macro economy.

As we look ahead, Emerging Markets and Asia—including India, Brazil, Mexico, Japan, Vietnam and the Gulf—remain attractive with increased opportunities for stock picking supported by risk awareness. Many of the markets we invest in offer compelling valuation and diversification potential. With deep investment experience in these markets and strong fundamental research capabilities, the importance of Matthews as an experienced and trusted guide remains paramount.

Matthews’ Active ETFs and the Power of Choice

Based on our history of providing investors with unique access to Emerging Markets, Asia and China, we further enhanced our leadership in Active ETFs during the year. Building upon the first of their kind suite of active ETFs focused on these regions, Matthews added nine Active ETFs through January 2024. This suite of 12 active, research-based ETF vehicles incorporate experienced insights, sustainability considerations, and our deep research to offer a range of investment opportunity in a new way.

These sophisticated investments incorporate deep understanding of markets and companies to build differentiated portfolios, providing investors with the ‘power of choice’ for investing—and fine-tuning exposures—in these dynamic markets.

Evolutionand Looking Forward

2023 was a year of dynamic changes, focused on the future. At the Funds’ Board of Trustees level, we bid farewell to Toshi Shibano as he retired as a Trustee. He has been replaced by industry veteran Neal Andrews who brings 35 years of experience in financial services, adding to the diverse perspectives and experience of your Board of Trustees, led by Board Chair Gale Caruso. Additionally, Sean Taylor succeeded Robert Horrocks, PhD, as Matthews’ Chief Investment Officer as of January 1, 2024, bringing a depth of intellectual knowledge and team management across Emerging Markets. We thank Toshi and Robert for their support—and Robert will continue as a portfolio manager on the Matthews Asian Growth and Income and the Matthews Asia Dividend Funds.

Looking forward, we will continue to maintain a thoughtful and opportunistic approach to identifying the most attractive long-term investment prospects and we remain steadfast in our research-based investment strategy.

We take seriously the stewardship of your assets and thank you for being a valued shareholder during what has been a tumultuous and challenging year. We look forward to the opportunities to come in the Lunar Year of the Dragon!

Cooper Abbott, CFA

President of the Matthews Asia Funds

Chief Executive Officer, Matthews International Capital Management, LLC

 

4    MATTHEWS ASIA FUNDS     


Table of Contents

LOGO

Message to Shareholders from the Investment Advisor

Dear Valued Shareholder,

At the start of 2023, much attention was devoted to China. Emerging later than most from COVID lockdowns, China was anticipated by investors to deliver a post-pandemic economic recovery similar to that of other markets. And yet they were to be disappointed. The magnitude of the miscalculation was not immediately evident. However, as the year continued, one disappointment followed the next and the stocks of major companies in China ground down, impacting markets and the relative performance of your portfolios to different degrees.

Many explanations have been given for China’s weak recovery: an interventionist regulatory environment; continued geopolitical risks; underlying lack of confidence among consumers and businesses; and perhaps even fears of a global recession. What seems undeniable is that the problems China encountered were largely domestic in nature and therefore its real problems were domestic as well. A remarkable feature of China’s economic recovery has been consumers ‘trading down’ to cheaper goods while interest rates fell, inflation subsided and unemployment, particularly youth unemployment, rose to a level where it seems the authorities were no longer comfortable publishing the figures.

Less Scrooge, more Ebeneezer

You can talk about geopolitical risks and other external headwinds but I think China’s woes have, to a significant extent, been self-inflicted. After seeing the rise in inflation in other countries after their COVID-related stimulus measures, China’s government declined to boost its own economy. It also continued moves to curb speculation in its housing market. Both decisions negatively impacted the economy significantly, in my view. The subsequent removal of many of the restrictions and rhetoric seeking to limit housing market activity is good news and may well have laid the ground for more effective stimulus measures. We shall see.

Other countries that your portfolios can invest in were less overly restrictive in their policy-making in 2023, in my opinion, preferring to be more Ebeneezer and less Scrooge. This meant that some saw inflation rates rise—India, Brazil, Mexico among them—in the immediate post-COVID period and thus spent much of the last year with elevated interest rates. And yet their domestic demand was strong and many emerging markets economies performed surprisingly well given that backdrop. The transient nature of inflation—another way of saying that a good portion was created by temporary supply-chain issues—meant that stimulus could also be withdrawn without great damage to their economies. The overall resilience of emerging markets in this rate-rise cycle, I believe, was a mixture of good policy choices made in the past and some good fortune in that the nature of the inflation problem made it inherently easier to treat.

While returns were hard to come by in 2023, there were some standout performances and India was one of them. Prime Minister Modi’s reforms are starting to bear fruit, and hopes of global supply chain realignments bringing more manufacturing export business to India are also cause for optimism even if results on the ground remain debatable. By the end of 2023, some of the blush looked to have come off the rose as falling nominal growth rates started to approach the level of interest rates on India’s government debt and this brought fiscal pressures back into focus. Still, the growth runway for India remains robust and compelling in our view.

Turning to another key market, Brazil has done almost as much to add to volatility as it has to returns over the past five years. However, it is not without its attractions. Valuations are reasonable and the central bank has been ahead of the curve in terms of tightening in the recent inflationary environment. It is likely to benefit, therefore, from falling inflation and, if the promise of recession-less disinflation bears out, the cyclicality of many of its business will not be the headwind that many fear.

 

     matthewsasia.com | 833.228.5605      5  


Table of Contents

Japan has also done well though it did finish 2023 on comparatively high valuations. For close to 20 years, I have thought that Japan has needed inflation and I expect that global disinflationary conditions may slow its progress somewhat relative to other markets. Nevertheless, it remains home to world-class companies that will do well amid a weak yen.

Markets with opportunities

In terms of industry trends, semiconductors were a strong source of market excitement. In this segment, Asia has some top quality companies and they continued to perform well. As belief grows over some of the productivity-enhancing aspects of artificial intelligence (AI), chip companies can expect continued strong demand, I believe. AI, for now, can do routine work where compromises can be made on quality and originality and I can see how this could be a boon for developed markets where low-skilled tasks are costly. In the medium term, at least, this is less likely to be an opportunity in low-wage economies. Therefore, I see AI impacting our markets and our portfolios most positively in the areas of hardware and components rather than from the practical adoption of the technology.

It was also a strong year for smaller companies. Smaller-scale businesses tend to do well in reflationary environments and that has been the case in this cycle. At Matthews, we have always had a tilt toward smaller companies because of the greater entrepreneurship they embody relative to their less commercial (or sometimes commercial but over-regulated) large-cap competitors. I would expect this to be a tilt that continues in the future.

At the same time as small caps rallied, value companies also picked up. Value-stock rallies are often correlated with a rebound in cyclical names in the financial and raw materials industries. Perhaps nowhere was this effect more noticeable than in Japan where its large trading companies had stellar performances. In a relative sense, this detracted from performance in some cases as your portfolios are typically weighted more toward secular growth.

In 2024, concerns over China’s weak recovery and the struggles of its many former mega-cap leaders will undoubtedly remain. The year, however, also holds the possibility of being one of many changes. Hong Kong, for example, has been hit hard—by the weak demand in China and by the fact that due to its fixed exchange rate, its interest rates must rise in the face of such economic weakness, precisely the opposite of what economic common sense dictates. As the U.S. enters a downward rate cycle, it could be positioned for a reversal in fortune.

And beyond China we also have solid grounds for optimism. India’s outlook appears sound, key markets in Latin America are in good shape, and emerging markets, particularly in Asia, will likely become ever more embedded in secular trends like AI. Navigating these opportunities will demand flexibility and a continued focus on companies adept at plotting their own course for growth. In all cases, we shall place emphasis on finding good businesses for the long term.

Finally, as of January 1st, I am stepping down from my CIO responsibilities. What a privilege it has been to work with my colleagues on your behalf. But I felt it was time for a change. We have all—myself, Cooper, and many other colleagues on the investment team and in other departments—worked together to find Sean Taylor to take over the role. He has all the experience needed to run and grow a successful Emerging Markets and Asian team and will strive to achieve good performance in your portfolios. I remain at Matthews to continue to do my bit as a Portfolio Manager in that effort.

Robert Horrocks, PhD

Chief Investment Officer

Matthews International Capital Management, LLC

 

6    MATTHEWS ASIA FUNDS     


Table of Contents

LOGO

 

PORTFOLIO MANAGERS
Alex Zarechnak  

Lead Manager

 
Sean Taylor   Andrew Mattock, CFA

Co-Manager

  Co-Manager
Peeyush Mittal, CFA   Jeremy Sutch, CFA

Co-Manager

  Co-Manager
FUND FACTS
Ticker   MEM

CUSIP

  577125818

Inception Date

  07/13/22

Gross Expense Ratio

  0.79%

NAV (as of 12/31/23)

  $28.24

Market Price (as of 12/31/23)

  $28.27

# of Positions

  55

Net Assets

  $55.9 million

Portfolio Turnover

  54.86%

Weight Average Market Cap

  $116.2 billion

Benchmark

MSCI Emerging Markets Index

OBJECTIVE

 

 

Long-term capital appreciation.

STRATEGY

 

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets, which include borrowings for investment purposes, in the common and preferred stocks of companies located in emerging market countries. Emerging market countries generally include every country in the world except the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore and most of the countries in Western Europe.

Matthews Emerging Markets Equity Active ETF (unaudited)

FUND INSIGHTS

 

    The top three contributors to absolute performance during the year included Prologis Property Mexico, a Mexican real estate company, Taiwan Semiconductor Manufacturing , a Taiwanese information technology company, and Samsung Electronics, a South Korean information technology company.

 

    The largest detractors to performance during the year included JD.com, a Chinese consumer discretionary company, First Quantum Minerals, a Zambian materials company, and AIA Group, a Hong Kong financials company.

 

    The top three contributors to relative performance, on a country basis, were Mexico, due to an overweight allocation, China/Hong Kong, because of an underweight allocation, and Vietnam, due to an off-benchmark allocation.

 

    The top three detractors to relative performance, on a country basis, were India and South Korea due to stock selection, and Taiwan due to an underweight position.

 

    The top three contributors to relative performance, on a sector basis, were real estate, consumer staples and financials due to stock selection.

 

    The top three detractors to relative performance, on a sector basis, were consumer discretionary, energy and health care due to stock selection.

 

 
PERFORMANCE AS OF DECEMBER 31, 2023  
 

 

    

 

      

 

     Average Annual
Total Returns
 
     3 Months      1 Year      Since
Inception
     Inception
date
 
Emerging Markets Equity Active ETF (NAV)1      7.26%        7.51%        9.05%        07/13/22  
Emerging Markets Equity Active ETF (market price)      7.54%        6.93%        9.12%     
MSCI Emerging Markets Index2      7.93%        10.27%        6.83%     

Performance assumes reinvestment of all dividends and/or distributions before taxes. All performance quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate with market conditions so that when sold, shares may be worth more or less than their original cost. For the Fund’s most recent month-end performance visit matthewsasia.com.

 

 

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT SINCE INCEPTION

LOGO

Plotted Monthly. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on dividends, capital gain distributions or redemption of Fund shares. Values are in US$.

 

  1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

  2

It is not possible to invest directly in an index. Source: Index data from Morgan Stanley Capital International and Bloomberg; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

 

     matthewsasia.com | 833.228.5605      7  


Table of Contents

 

       
TOP TEN HOLDINGS3                   
Name    Sector    Country      % Net Assets  
Samsung Electronics Co., Ltd., Pfd.    Information Technology    South Korea        6.0%  
Taiwan Semiconductor Manufacturing Co., Ltd.    Information Technology    Taiwan        5.4%  
Prologis Property Mexico SA de CV REIT    Real Estate    Mexico        4.2%  
Tencent Holdings, Ltd.    Communication Services    China        3.9%  
HDFC Bank, Ltd. ADR    Financials    India        3.5%  
Banco BTG Pactual SA    Financials    Brazil        2.7%  
FPT Corp.    Information Technology    Vietnam        2.6%  
ICICI Bank, Ltd. ADR    Financials    India        2.4%  
Infosys, Ltd. ADR    Information Technology    India        2.4%  
Woodside Energy Group, Ltd.    Energy    Australia        2.4%  
% OF ASSETS IN TOP 10              35.6%  

 

  3

Holdings may combine more than one security from same issuer and related depositary receipts.

 

   
COUNTRY ALLOCATION (%)4,5      
India     16.6  
China/Hong Kong     15.5  
Brazil     11.0  
Mexico     9.2  
South Korea     7.4  
Taiwan     6.7  
United States     5.5  
Vietnam     4.7  
France     3.6  
Philippines     2.6  
Australia     2.4  
Indonesia     2.2  
United Kingdom     2.0  
United Arab Emirates     2.0  
Poland     2.0  
Kazakhstan     1.5  
Switzerland     1.4  
Saudi Arabia     1.0  
Cash and Other Assets, Less Liabilities     2.7  
   
SECTOR ALLOCATION (%)5      
Financials     24.2  
Information Technology     22.0  
Consumer Discretionary     14.8  
Materials     10.2  
Energy     5.8  
Real Estate     5.3  
Consumer Staples     4.4  
Industrials     4.2  
Communication Services     3.9  
Health Care     2.4  
Cash and Other Assets, Less Liabilities     2.7  

 

   
MARKET CAP EXPOSURE (%)5      
Mega Cap (over $25B)     58.1  
Large Cap ($10B-$25B)     12.2  
Mid Cap ($3B-10B)     20.6  
Small Cap (under $3B)     6.4  
Cash and Other Assets, Less Liabilities     2.7  
4

Not all countries where the Fund may invest are included in the benchmark index.

 

5

Source: FactSet Research Systems. Percentage values in data are rounded to the nearest tenth of one percent, so the values may not sum to 100% due to rounding. Country allocations and percentage values may be derived from different data sources and may not be consistent with other Fund literature.

 

8    Matthews Emerging Markets Equity Active ETF     


Table of Contents

Matthews Emerging Markets Equity Active ETF

December 31, 2023

Schedule of Investments

COMMON EQUITIES: 91.3%

 

     Shares     Value  
INDIA: 16.6%    

HDFC Bank, Ltd. ADR

    29,004       $1,946,458  

ICICI Bank, Ltd. ADR

    57,408       1,368,607  

Infosys, Ltd. ADR

    73,964       1,359,458  

UltraTech Cement, Ltd.

    8,002       1,009,994  

Indian Hotels Co., Ltd.

    166,548       877,335  

PI Industries, Ltd.

    17,987       759,976  

Restaurant Brands Asia, Ltd.a

    555,025       745,692  

Varun Beverages, Ltd.

    41,433       615,866  

Kotak Mahindra Bank, Ltd.

    25,326       580,728  
   

 

 

 

Total India

      9,264,114  
   

 

 

 
   
     
CHINA/HONG KONG: 15.5%    

Tencent Holdings, Ltd.

    58,600       2,203,349  

AIA Group, Ltd.

    126,200       1,099,809  

H World Group, Ltd. ADR

    27,976       935,517  

JD.com, Inc. Class A

    63,450       914,142  

Midea Group Co., Ltd. A Shares

    115,800       891,988  

Yum China Holdings, Inc.

    17,958       761,958  

BYD Co., Ltd. A Shares

    26,400       734,095  

Innovent Biologics, Inc.a,b,c

    83,500       457,143  

Shenzhen Mindray Bio-Medical Electronics Co., Ltd. A Shares

    9,600       391,787  

PDD Holdings, Inc. ADRa

    1,854       271,259  

Midea Group Co., Ltd. A Shares

    2,600       19,947  
   

 

 

 

Total China/Hong Kong

      8,680,994  
   

 

 

 
   
     
BRAZIL: 11.0%    

Banco BTG Pactual SA

    191,500       1,482,690  

Armac Locacao Logistica E Servicos SA

    246,300       864,504  

Vale SA ADR

    53,989       856,266  

Vinci Partners Investments, Ltd. Class A

    74,862       819,739  

WEG SA

    83,700       635,986  

PRIO SA

    65,600       621,887  

Hapvida Participacoes e Investimentos SAa,b,c

    567,700       520,064  

NU Holdings, Ltd. Class Aa

    39,159       326,195  
   

 

 

 

Total Brazil

      6,127,331  
   

 

 

 
   
     
MEXICO: 9.2%    

Prologis Property Mexico SA de CV REIT

    494,800       2,359,391  

GCC SAB de CV

    91,700       1,083,429  

Grupo Financiero Banorte SAB de CV Class O

    91,500       922,645  

Becle SAB de CV

    386,200       758,740  
   

 

 

 

Total Mexico

      5,124,205  
   

 

 

 
   
     
TAIWAN: 6.7%    

Taiwan Semiconductor Manufacturing Co., Ltd.

    157,000       3,033,545  

Taiwan Semiconductor Manufacturing Co., Ltd. ADR

    7,031       731,224  
   

 

 

 

Total Taiwan

      3,764,769  
   

 

 

 
   
     
UNITED STATES: 5.5%    

Globant SAa

    5,232       1,245,111  

Applied Materials, Inc.

    7,072       1,146,159  

Freeport-McMoRan, Inc.

    15,534       661,283  
   

 

 

 

Total United States

      3,052,553  
   

 

 

 
   
     Shares     Value  
VIETNAM: 4.7%    

FPT Corp.

    362,505       $1,435,856  

Military Commercial Joint Stock Bank

    933,105       717,270  

HDBank

    589,818       493,500  
   

 

 

 

Total Vietnam

      2,646,626  
   

 

 

 
   
     
FRANCE: 3.6%    

TotalEnergies SE ADR

    19,603       1,320,850  

LVMH Moet Hennessy Louis Vuitton SE

    851       689,626  
   

 

 

 

Total France

      2,010,476  
   

 

 

 
   
     
PHILIPPINES: 2.6%    

Ayala Corp.

    66,720       820,520  

Wilcon Depot, Inc.

    1,711,200       645,853  
   

 

 

 

Total Philippines

      1,466,373  
   

 

 

 
   
     
AUSTRALIA: 2.4%    

Woodside Energy Group, Ltd.

    62,602       1,326,774  
   

 

 

 

Total Australia

      1,326,774  
   

 

 

 
   
     
INDONESIA: 2.2%    

PT Bank Rakyat Indonesia Persero Tbk

    3,302,200       1,227,843  
   

 

 

 

Total Indonesia

      1,227,843  
   

 

 

 
   
     
UNITED KINGDOM: 2.0%    

Prudential PLC

    100,727       1,139,226  
   

 

 

 

Total United Kingdom

      1,139,226  
   

 

 

 
   
     
UNITED ARAB EMIRATES: 2.0%    

Emaar Properties PJSC

    273,456       589,687  

Fertiglobe PLC

    660,263       533,927  
   

 

 

 

Total United Arab Emirates

      1,123,614  
   

 

 

 
   
     
POLAND: 2.0%    

Dino Polska SAa,b,c

    9,462       1,108,562  
   

 

 

 

Total Poland

      1,108,562  
   

 

 

 
   
     
KAZAKHSTAN: 1.5%    

Kaspi.KZ JSC GDRc

    9,011       829,012  
   

 

 

 

Total Kazakhstan

      829,012  
   

 

 

 
   
     
SOUTH KOREA: 1.4%    

LG Chem, Ltd.

    2,059       797,765  
   

 

 

 

Total South Korea

      797,765  
   

 

 

 
   
     
SWITZERLAND: 1.4%    

Cie Financiere Richemont SA Class A

    5,633       774,692  
   

 

 

 

Total Switzerland

      774,692  
   

 

 

 
   
     
SAUDI ARABIA: 1.0%    

Bupa Arabia for Cooperative Insurance Co.

    9,841       559,494  
   

 

 

 

Total Saudi Arabia

      559,494  
   

 

 

 
   
     
TOTAL COMMON EQUITIES       51,024,423  
   

 

 

 

(Cost $48,557,535)

   

 

     matthewsasia.com | 833.228.5605      9  


Table of Contents

Matthews Emerging Markets Equity Active ETF

December 31, 2023

Schedule of Investments (continued)

PREFERRED EQUITIES: 6.0%

 

     Shares     Value  
SOUTH KOREA: 6.0%    

Samsung Electronics Co., Ltd., Pfd.

    69,481       $3,361,027  
   

 

 

 

Total South Korea

      3,361,027  
   

 

 

 
   
     
TOTAL PREFERRED EQUITIES       3,361,027  
   

 

 

 

(Cost $2,808,273)

   
   

SHORT-TERM INVESTMENTS: 2.0%

   
     
MONEY MARKET FUNDS: 2.0%    

JPMorgan U.S. Government Money Market Fund, Capital Shares, 5.25%d

    1,107,780       1,107,780  
   

 

 

 

(Cost $1,107,780)

   
   
     
TOTAL INVESTMENTS: 99.3%       55,493,230  

(Cost $52,473,588)

   
   
CASH AND OTHER ASSETS,
LESS LIABILITIES: 0.7%
      413,783  
   

 

 

 

NET ASSETS: 100.0%

      $55,907,013  
   

 

 

 
a

Non-income producing security.

 

b

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. The security may be resold in transactions exempt from registration normally to qualified institutional buyers. The security has been determined to be liquid in accordance with procedures adopted by the Funds’ Board of Trustees. At December 31, 2023, the aggregate value is $2,085,769, which is 3.73% of net assets.

 

c

The securities may be resold to qualified foreign investors and foreign institutional buyers under Regulation S of the Securities Act of 1933.

 

d

Rate shown is the current yield as of December 31, 2023.

 

ADR

American Depositary Receipt

 

GDR

Global Depositary Receipt

 

JSC

Joint Stock Co.

 

Pfd.

Preferred

 

PJSC

Public Joint Stock Co.

 

REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

 

10    Matthews Emerging Markets Equity Active ETF     


Table of Contents

LOGO

 

PORTFOLIO MANAGERS
Alex Zarechnak  

Lead Manager

 
Sean Taylor   Peeyush Mittal, CFA

Co-Manager

  Co-Manager
Jeremy Sutch, CFA  

Co-Manager

 
FUND FACTS
Ticker  

MEMX

CUSIP

 

577125792

Inception Date

 

01/10/23

Gross Expense Ratio

 

0.79%

NAV (as of 12/31/23)

  $27.60

Market Price (as of 12/31/23)

  $27.74

# of Positions

 

47

Net Assets

 

$8.8 million

Portfolio Turnover

 

28.64%

Weight Average Market Cap

 

$114.4 billion

Benchmark

MSCI Emerging Markets ex China Index

OBJECTIVE

 

 

Long-term capital appreciation.

STRATEGY

 

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets, which include borrowings for investment purposes, in the common and preferred stocks of companies located in emerging market countries excluding China. Emerging market countries generally include every country in the world except the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore and most of the countries in Western Europe.

Matthews Emerging Markets ex China Active ETF

(unaudited)

FUND INSIGHTS

 

    The Matthews Emerging Markets ex China Active ETF launched on January 10, 2023.

 

    The top three contributors to absolute performance during the period included Taiwan Semiconductor Manufacturing, a Taiwanese information technology company, Prologis Property Mexico, a Mexican real estate company, and Banco BTG Pactual, a Brazilian financials company.

 

    The largest detractors to performance during the year included First Quantum Minerals, a Zambian Materials company, Prudential, a United Kingdom financials company, and Wilcon Depot, a Philippines consumer discretionary company.

 

    The top three contributors to relative performance, on a country basis, were Vietnam, because of an off-benchmark allocation, Mexico, due to an overweight position, and South Africa, due to a zero allocation.

 

    The top three detractors to relative performance, on a country basis were India due to stock selection, and the United Kingdom and Singapore, due to off-benchmark allocations.

 

    The top three contributors to relative performance, on a sector basis, were real estate and financials due to stock selection and communication services because of an underweight allocation.

 

    The top three detractors to relative performance, on a sector basis, were energy, consumer discretionary and industrials due to stock selection.

 

 
PERFORMANCE AS OF DECEMBER 31, 2023  
 

 

    

 

     Actual Return,
Not  Annualized
 
     3 Months      Since
Inception
     Inception
date
 
Emerging Markets ex China Active ETF (NAV)1      9.88%        11.68%        01/10/23  
Emerging Markets ex China Active ETF (market price)      10.25%        12.23%     
MSCI Emerging Markets ex China Index2      13.12%        15.73%     

Performance assumes reinvestment of all dividends and/or distributions before taxes. All performance quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate with market conditions so that when sold, shares may be worth more or less than their original cost. For the Fund’s most recent month-end performance visit matthewsasia.com.

 

 

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT SINCE INCEPTION

LOGO

Plotted Monthly. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on dividends, capital gain distributions or redemption of Fund shares. Values are in US$.

 

  1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

  2

It is not possible to invest directly in an index. Source: Index data from Morgan Stanley Capital International; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

 

     matthewsasia.com | 833.228.5605      11  


Table of Contents

 

       
TOP TEN HOLDINGS3                   
Name   

Sector

   Country      % Net Assets  

Taiwan Semiconductor Manufacturing Co., Ltd. ADR

   Information Technology    Taiwan        9.6%  

Samsung Electronics Co., Ltd., Pfd.

   Information Technology    South Korea        6.5%  

Prologis Property Mexico SA de CV REIT

   Real Estate    Mexico        4.3%  

HDFC Bank, Ltd. ADR

   Financials    India        3.9%  

Infosys, Ltd. ADR

   Information Technology    India        3.0%  

Banco BTG Pactual SA

   Financials    Brazil        3.0%  

Woodside Energy Group, Ltd.

   Energy    Australia        2.7%  

TotalEnergies SE ADR

   Energy    France        2.7%  

FPT Corp.

   Information Technology    Vietnam        2.6%  

ICICI Bank, Ltd. ADR

   Financials    India        2.6%  
% OF ASSETS IN TOP 10              40.8%  

 

  3

Holdings may combine more than one security from same issuer and related depositary receipts.

 

   
COUNTRY ALLOCATION (%)4,5      

India

    19.8  

Brazil

    12.9  

Mexico

    9.8  

South Korea

    9.6  

Taiwan

    9.6  

United States

    5.9  

Vietnam

    4.4  

France

    4.0  

Philippines

    3.2  

Australia

    2.7  

United Arab Emirates

    2.6  

Indonesia

    2.3  

Poland

    2.3  

United Kingdom

    2.3  

Kazakhstan

    1.6  

Switzerland

    1.5  

Chile

    1.2  

Saudi Arabia

    1.2  

Turkey

    1.0  

Cash and Other Assets, Less Liabilities

    2.2  
   
SECTOR ALLOCATION (%)5      

Information Technology

    26.4  

Financials

    24.5  

Materials

    12.7  

Consumer Discretionary

    9.3  

Consumer Staples

    6.8  

Energy

    6.5  

Real Estate

    5.7  

Industrials

    4.6  

Health Care

    1.1  

Cash and Other Assets, Less Liabilities

    2.2  

 

   
MARKET CAP EXPOSURE (%)5      

Mega Cap (over $25B)

    55.4  

Large Cap ($10B-$25B)

    13.2  

Mid Cap ($3B-10B)

    22.1  

Small Cap (under $3B)

    7.1  

Cash and Other Assets, Less Liabilities

    2.2  
4

Not all countries where the Fund may invest are included in the benchmark index.

 

5

Source: FactSet Research Systems. Percentage values in data are rounded to the nearest tenth of one percent, so the values may not sum to 100% due to rounding. Country allocations and percentage values may be derived from different data sources and may not be consistent with other Fund literature.

 

12    Matthews Emerging Markets ex China Active ETF     


Table of Contents

Matthews Emerging Markets ex China Active ETF

December 31, 2023

Schedule of Investments

COMMON EQUITIES: 91.3%

 

     Shares     Value  
INDIA: 19.8%    

HDFC Bank, Ltd. ADR

    5,139       $344,878  

Infosys, Ltd. ADR

    14,611       268,550  

ICICI Bank, Ltd. ADR

    9,551       227,696  

UltraTech Cement, Ltd.

    1,504       189,831  

Indian Hotels Co., Ltd.

    29,957       157,806  

Restaurant Brands Asia, Ltd.a

    100,225       134,655  

PI Industries, Ltd.

    3,124       131,994  

Kotak Mahindra Bank, Ltd.

    4,882       111,945  

Varun Beverages, Ltd.

    6,594       98,014  

Hindustan Unilever, Ltd.

    2,709       86,724  
   

 

 

 

Total India

      1,752,093  
   

 

 

 
   
     
BRAZIL: 12.9%    

Banco BTG Pactual SA

    34,300       265,568  

Vale SA ADR

    10,272       162,914  

Vinci Partners Investments, Ltd. Class A

    13,537       148,230  

Armac Locacao Logistica E Servicos SA

    41,200       144,611  

WEG SA

    15,400       117,015  

PRIO SA

    10,800       102,384  

Hapvida Participacoes e Investimentos SAa,b,c

    106,800       97,838  

NU Holdings, Ltd. Class Aa

    11,718       97,611  
   

 

 

 

Total Brazil

      1,136,171  
   

 

 

 
   
     
MEXICO: 9.8%    

Prologis Property Mexico SA de CV REIT

    79,000       376,701  

GCC SAB de CV

    16,200       191,402  

Grupo Financiero Banorte SAB de CV Class O

    16,200       163,354  

Becle SAB de CV

    66,700       131,041  
   

 

 

 

Total Mexico

      862,498  
   

 

 

 
   
     
TAIWAN: 9.6%    

Taiwan Semiconductor Manufacturing Co., Ltd. ADR

    8,122       844,688  
   

 

 

 

Total Taiwan

      844,688  
   

 

 

 
   
     
UNITED STATES: 5.9%    

Globant SAa

    945       224,891  

Applied Materials, Inc.

    1,212       196,429  

Freeport-McMoRan, Inc.

    2,416       102,849  
   

 

 

 

Total United States

      524,169  
   

 

 

 
   
     
VIETNAM: 4.4%    

FPT Corp.

    57,620       228,229  

Military Commercial Joint Stock Bank

    121,080       93,073  

HDBank

    76,600       64,091  
   

 

 

 

Total Vietnam

      385,393  
   

 

 

 
   
     
FRANCE: 4.0%    

TotalEnergies SE ADR

    3,504       236,099  

LVMH Moet Hennessy Louis Vuitton SE

    145       117,504  
   

 

 

 

Total France

      353,603  
   

 

 

 
   
     
PHILIPPINES: 3.2%    

Ayala Corp.

    11,980       147,330  
     Shares     Value  

Wilcon Depot, Inc.

    355,600       $134,213  
   

 

 

 

Total Philippines

      281,543  
   

 

 

 
   
     
SOUTH KOREA: 3.1%    

Kia Corp.

    1,885       146,362  

LG Chem, Ltd.

    339       131,347  
   

 

 

 

Total South Korea

      277,709  
   

 

 

 
   
     
AUSTRALIA: 2.7%    

Woodside Energy Group, Ltd.

    11,244       238,303  
   

 

 

 

Total Australia

      238,303  
   

 

 

 
   
     
UNITED ARAB EMIRATES: 2.6%    

Emaar Properties PJSC

    60,090       129,579  

Fertiglobe PLC

    125,041       101,116  
   

 

 

 

Total United Arab Emirates

      230,695  
   

 

 

 
   
     
INDONESIA: 2.3%    

PT Bank Rakyat Indonesia Persero Tbk

    546,200       203,091  
   

 

 

 

Total Indonesia

      203,091  
   

 

 

 
   
     
POLAND: 2.3%    

Dino Polska SAa,b,c

    1,701       199,288  
   

 

 

 

Total Poland

      199,288  
   

 

 

 
   
     
UNITED KINGDOM: 2.2%    

Prudential PLC

    17,594       198,989  
   

 

 

 

Total United Kingdom

      198,989  
   

 

 

 
   
     
KAZAKHSTAN: 1.6%    

Kaspi.KZ JSC GDRc

    1,525       140,300  
   

 

 

 

Total Kazakhstan

      140,300  
   

 

 

 
   
     
SWITZERLAND: 1.5%    

Cie Financiere Richemont SA Class A

    978       134,502  
   

 

 

 

Total Switzerland

      134,502  
   

 

 

 
   
     
CHILE: 1.2%    

Antofagasta PLC

    5,130       109,835  
   

 

 

 

Total Chile

      109,835  
   

 

 

 
   
     
SAUDI ARABIA: 1.2%    

Bupa Arabia for Cooperative Insurance Co.

    1,806       102,677  
   

 

 

 

Total Saudi Arabia

      102,677  
   

 

 

 
   
     
TURKEY: 1.0%    

BIM Birlesik Magazalar AS

    8,579       87,361  
   

 

 

 

Total Turkey

      87,361  
   

 

 

 
   
     
TOTAL COMMON EQUITIES       8,062,908  
   

 

 

 

(Cost $7,299,198)

   

 

     matthewsasia.com | 833.228.5605      13  


Table of Contents

Matthews Emerging Markets ex China Active ETF

December 31, 2023

Schedule of Investments (continued)

PREFERRED EQUITIES: 6.5%

 

     Shares     Value  
SOUTH KOREA: 6.5%    

Samsung Electronics Co., Ltd., Pfd.

    11,842       $572,837  
   

 

 

 

Total South Korea

      572,837  
   

 

 

 
   
     
TOTAL PREFERRED EQUITIES       572,837  
   

 

 

 

(Cost $515,185)

   
   

SHORT-TERM INVESTMENTS: 2.0%

   
     
MONEY MARKET FUNDS: 2.0%    

JPMorgan U.S. Government Money Market Fund, Capital Shares, 5.25%d

    177,061       177,061  
   

 

 

 

(Cost $177,061)

   
   
     
TOTAL INVESTMENTS: 99.8%       8,812,806  

(Cost $7,991,444)

   
   
CASH AND OTHER ASSETS,
LESS LIABILITIES: 0.2%
      18,483  
   

 

 

 

NET ASSETS: 100.0%

      $8,831,289  
   

 

 

 
a

Non-income producing security.

 

b

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. The security may be resold in transactions exempt from registration normally to qualified institutional buyers. The security has been determined to be liquid in accordance with procedures adopted by the Funds’ Board of Trustees. At December 31, 2023, the aggregate value is $297,126, which is 3.36% of net assets.

 

c

The securities may be resold to qualified foreign investors and foreign institutional buyers under Regulation S of the Securities Act of 1933.

 

d

Rate shown is the current yield as of December 31, 2023.

 

ADR

American Depositary Receipt

 

GDR

Global Depositary Receipt

 

JSC

Joint Stock Co.

 

Pfd.

Preferred

 

PJSC

Public Joint Stock Co.

 

REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

 

14    Matthews Emerging Markets ex China Active ETF     


Table of Contents

LOGO

 

PORTFOLIO MANAGERS
Vivek Tanneeru  

Lead Manager

 
Inbok Song  

Co-Manager

 
FUND FACTS
Ticker  

EMSF

CUSIP

 

577130628

Inception Date

 

09/21/23

Gross Expense Ratio

 

0.79%

NAV (as of 12/31/23)

  $25.74

Market Price (as of 12/31/23)

  $25.79

# of Positions

 

56

Net Assets

 

$14.2 million

Portfolio Turnover

 

0.37%

Weight Average Market Cap

 

$19.0 billion

Benchmark

 

MSCI Emerging Markets Index

   

OBJECTIVE

 

 

Long-term capital appreciation.

STRATEGY

 

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets, which include borrowings for investment purposes, in the common and preferred stocks of companies of any market capitalization located in emerging market countries that satisfy one or more of the Fund’s environmental, social and governance (“ESG”) standards. Emerging market countries generally include every country in the world except the United States, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, Singapore and most of the countries in Western Europe.

 

3

Holdings may combine more than one security from same issuer and related depositary receipts.

4

Not all countries where the Fund may invest are included in the benchmark index.

5

Source: FactSet Research Systems. Percentage values in data are rounded to the nearest tenth of one percent, so the values may not sum to 100% due to rounding. Country allocations and percentage values may be derived from different data sources and may not be consistent with other Fund literature.

Matthews Emerging Markets Sustainable Future Active ETF (unaudited)

 

 
PERFORMANCE AS OF DECEMBER 31, 2023  
 

 

    

 

     Actual Return,
Not  Annualized
 
    

3 months

    

Since
Inception

    

Inception
date

 

Emerging Markets Sustainable Future Active ETF (NAV)1

     2.17%        2.98%        09/21/23  

Emerging Markets Sustainable Future Active ETF (market price)

     2.20%        3.18%     

MSCI Emerging Markets Index2

     7.93%        7.61%     

 

  1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

  2

It is not possible to invest directly in an index. Source: Index data from Morgan Stanley Capital International; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

Performance assumes reinvestment of all dividends and/or distributions before taxes. All performance quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate with market conditions so that when sold, shares may be worth more or less than their original cost. For the Fund’s most recent month-end performance visit matthewsasia.com.

 

       
TOP TEN HOLDINGS3                   
Name    Sector    Country      % Net Assets  
Shriram Finance, Ltd.    Financials    India        6.8%  
Bandhan Bank, Ltd.    Financials    India        6.4%  
JD Health International, Inc.    Consumer Staples    China        5.4%  
Full Truck Alliance Co., Ltd. ADR    Industrials    China        5.1%  
Meituan Class B    Consumer Discretionary    China        4.4%  
Legend Biotech Corp. ADR    Health Care    China        4.0%  
Samsung SDI Co., Ltd.    Information Technology    South Korea        3.8%  
Hong Kong Exchanges &
Clearing, Ltd.
   Financials    Hong Kong        3.7%  
YDUQS Participacoes SA    Consumer Discretionary    Brazil        3.7%  
Micron Technology, Inc.    Information Technology    United States        3.6%  
% OF ASSETS IN TOP 10              47.0%  

 

   

COUNTRY ALLOCATION (%)4,5

     

China/Hong Kong

    41.1  
India     20.2  
Taiwan     9.5  
South Korea     7.9  
Brazil     7.7  
United States     3.6  
Poland     3.2  
Saudi Arabia     2.6  
Romania     1.3  
Jordan     1.1  
Chile     0.7  
Estonia     0.7  
Vietnam     0.1  
Bangladesh     0.1  
Cash and Other Assets, Less Liabilities     0.1  
   
SECTOR ALLOCATION (%)5      
Financials     24.9  
Information Technology     22.7  
Industrials     16.2  
Consumer Discretionary     11.7  
Health Care     9.0  
Consumer Staples     7.1  
Communication Services     4.7  
Real Estate     2.1  
Utilities     1.5  
Cash and Other Assets, Less Liabilities     0.1  

 

   
MARKET CAP EXPOSURE (%)5      
Mega Cap (over $25B)     22.3  
Large Cap ($10B-$25B)     15.7  
Mid Cap ($3B-10B)     40.6  
Small Cap (under $3B)     21.4  
Cash and Other Assets, Less Liabilities     0.1  

 

     matthewsasia.com | 833.228.5605      15  


Table of Contents

Matthews Emerging Markets Sustainable Future Active ETF

December 31, 2023

Schedule of Investmentsa

COMMON EQUITIES: 99.5%

 

     Shares     Value  
CHINA/HONG KONG: 41.1%

 

JD Health International, Inc.b,c,d

    153,950       $770,879  

Full Truck Alliance Co., Ltd. ADRc

    102,617       719,345  

Meituan Class Bb,c,d

    59,400       623,017  

Legend Biotech Corp. ADRc

    9,493       571,194  

Hong Kong Exchanges & Clearing, Ltd.

    15,400       528,549  

Airtac International Group

    11,000       362,001  

Lam Research Corp.

    407       318,787  

Zhihu, Inc. ADRc

    322,873       302,338  

Medlive Technology Co., Ltd.b,d

    236,500       256,836  

Contemporary Amperex Technology Co., Ltd. A Shares

    9,900       226,986  

Silergy Corp.

    11,000       179,209  

Flat Glass Group Co., Ltd. H Shares

    102,000       172,165  

Ginlong Technologies Co., Ltd. A Shares

    16,500       161,974  

Innovent Biologics, Inc.b,c,d

    22,000       120,445  

Hangzhou Tigermed Consulting Co., Ltd. A Shares

    11,000       84,918  

Wuxi Biologics Cayman, Inc.b,c,d

    22,000       83,396  

OPT Machine Vision Tech Co., Ltd. A Shares

    4,499       70,765  

Centre Testing International Group Co., Ltd. A Shares

    35,200       70,477  

Zhejiang HangKe Technology, Inc. Co. A Shares

    21,329       70,332  

China Conch Venture Holdings, Ltd.

    82,500       68,463  

Morimatsu International Holdings Co., Ltd.c,d

    66,000       46,488  

WuXi XDC Cayman, Inc.c

    520       2,131  
   

 

 

 

Total China/Hong Kong

      5,810,695  
   

 

 

 
   
     
INDIA: 20.2%    

Shriram Finance, Ltd.

    38,729       955,639  

Bandhan Bank, Ltd.b,d

    312,794       907,404  

Indus Towers, Ltd.c

    152,524       364,842  

Phoenix Mills, Ltd.

    10,494       283,071  

Mahindra & Mahindra, Ltd.

    10,901       226,551  

UNO Minda, Ltd.

    10,230       84,537  

Marico, Ltd.

    5,411       35,666  
   

 

 

 

Total India

      2,857,710  
   

 

 

 
   
     
TAIWAN: 9.5%    

Andes Technology Corp.

    22,000       344,080  

Elite Material Co., Ltd.

    22,000       273,831  

M31 Technology Corp.

    6,000       207,230  

Poya International Co., Ltd.

    11,000       197,846  

Sporton International, Inc.

    22,000       172,757  

Formosa Sumco Technology Corp.

    22,000       120,787  

AP Memory Technology Corp.

    2,000       30,563  
   

 

 

 

Total Taiwan

      1,347,094  
   

 

 

 
   
     
BRAZIL: 7.7%    

YDUQS Participacoes SA

    114,400       528,007  

B3 SA - Brasil Bolsa Balcao

    152,900       457,982  

NU Holdings, Ltd. Class Ac

    12,760       106,291  
   

 

 

 

Total Brazil

      1,092,280  
   

 

 

 
   
     
SOUTH KOREA: 7.5%    

Samsung SDI Co., Ltd.

    1,462       535,805  

Eugene Technology Co., Ltd.

    7,370       233,478  
     Shares     Value  

Solus Advanced Materials Co., Ltd.

    7,304       $150,288  

Ecopro BM Co., Ltd.

    594       132,830  

LG Energy Solution, Ltd.c

    22       7,303  
   

 

 

 

Total South Korea

      1,059,704  
   

 

 

 
   
     
UNITED STATES: 3.6%    

Micron Technology, Inc.

    6,015       513,320  
   

 

 

 

Total United States

      513,320  
   

 

 

 
   
     
POLAND: 3.2%    

InPost SAc

    17,963       248,333  

Jeronimo Martins SGPS SA

    8,074       205,493  
   

 

 

 

Total Poland

      453,826  
   

 

 

 
   
     
SAUDI ARABIA: 2.6%    

Saudi Tadawul Group Holding Co.

    7,623       373,222  
   

 

 

 

Total Saudi Arabia

      373,222  
   

 

 

 
   
     
ROMANIA: 1.3%    

Banca Transilvania SA

    34,716       187,008  
   

 

 

 

Total Romania

      187,008  
   

 

 

 
   
     
JORDAN: 1.1%    

Hikma Pharmaceuticals PLC

    6,721       153,280  
   

 

 

 

Total Jordan

      153,280  
   

 

 

 
   
     
CHILE: 0.8%    

Aguas Andinas SA Class A

    324,797       105,850  
   

 

 

 

Total Chile

      105,850  
   

 

 

 
   
     
ESTONIA: 0.7%    

Enefit Green AS

    25,443       99,944  
   

 

 

 

Total Estonia

      99,944  
   

 

 

 
   
     
VIETNAM: 0.1%    

Nam Long Investment Corp.

    12,600       19,034  
   

 

 

 

Total Vietnam

      19,034  
   

 

 

 
   
     
BANGLADESH: 0.1%    

BRAC Bank PLC

    17,844       5,447  

GrameenPhone, Ltd.

    1,302       3,103  
   

 

 

 

Total Bangladesh

      8,550  
   

 

 

 
   
   
TOTAL COMMON EQUITIES

 

    14,081,517  
   

 

 

 

(Cost $13,460,189)

   
   

PREFERRED EQUITIES: 0.4%

   
     
SOUTH KOREA: 0.4%    

Samsung SDI Co., Ltd., Pfd.

    341       65,134  
   

 

 

 

Total South Korea

      65,134  
   

 

 

 
   
     
TOTAL PREFERRED EQUITIES       65,134  
   

 

 

 

(Cost $61,975)

   

 

16    Matthews Emerging Markets Sustainable Future Active ETF     


Table of Contents

Matthews Emerging Markets Sustainable Future Active ETF

December 31, 2023

Schedule of Investmentsa (continued)

SHORT-TERM INVESTMENTS: 0.2%

 

     Shares     Value  
MONEY MARKET FUNDS: 0.2%    

JPMorgan U.S. Government Money Market Fund, Capital Shares, 5.25%e

    26,961       $26,961  
   

 

 

 

(Cost $26,961)

   
   
     
TOTAL INVESTMENTS: 100.1%       14,173,612  

(Cost $13,549,125)

   
   
LIABILITIES IN EXCESS OF CASH
AND OTHER ASSETS: (0.1%)
      (19,013
   

 

 

 

NET ASSETS: 100.0%

      $14,154,599  
   

 

 

 
a

Certain securities were fair valued under the valuation policies approved by the Board of Trustees (Note 2-A).

 

b

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. The security may be resold in transactions exempt from registration normally to qualified institutional buyers. The security has been determined to be liquid in accordance with procedures adopted by the Funds’ Board of Trustees. At December 31, 2023, the aggregate value is $2,761,977, which is 19.51% of net assets.

 

c

Non-income producing security.

 

d

The securities may be resold to qualified foreign investors and foreign institutional buyers under Regulation S of the Securities Act of 1933.

 

e

Rate shown is the current yield as of December 31, 2023.

 

ADR

American Depositary Receipt

 

Pfd.

Preferred

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      17  


Table of Contents

LOGO

 

PORTFOLIO MANAGERS
Michael J. Oh, CFA  

Lead Manager

 

Inbok Song

 

Co-Manager

 
FUND FACTS
Ticker   MINV

CUSIP

  577125826

Inception Date

  07/13/22

Gross Expense Ratio

  0.79%

NAV (as of 12/31/23)

  $23.56

Market Price (as of 12/31/23)

  $23.41

# of Positions

  49

Net Assets

  $84.8 million

Portfolio Turnover

  277.86%

Weight Average Market Cap

  $188.3 billion

Benchmark

MSCI AC Asia ex Japan Index

OBJECTIVE

 

 

Long-term capital appreciation.

STRATEGY

 

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets, which include borrowings for investment purposes, in the common and preferred stocks of companies located in Asia ex Japan that Matthews believes are innovators in their products, services, processes, business models, management, use of technology, or approach to creating, expanding or servicing their markets. Asia ex Japan consists of all countries and markets in Asia excluding Japan, including developed, emerging, and frontier countries and markets in the Asia region.

Matthews Asia Innovators Active ETF (unaudited)

FUND INSIGHTS

 

    The top three contributors to absolute performance during the year included PDD Holdings, a Chinese consumer discretionary company, Alchip Technologies, a Taiwanese information technology company, and Samsung Electronics, a South Korean information technology company.

 

    The largest detractors to performance during the year included Meituan, a Chinese consumer discretionary company, Wuxi Biologics, a Chinese health care company, and Kuaishou Technology, a Chinese communication services company.

 

    The top three contributors to relative performance, on a country basis, were United States due to an off-benchmark allocation, Thailand due to underweight allocation and Malaysia due to zero allocation.

 

    The top three detractors to relative performance, on a country basis, were China/Hong Kong, India and South Korea due to stock selection.

 

    The top three contributors to relative performance, on a sector basis, were real estate due to stock selection, information technology due to overweight allocation and stock selection and utilities due to zero allocation.

 

    The top three detractors to relative performance, on a sector basis, were communication services and health care due to stock selection and consumer discretionary due to overweight allocation.

 

 
PERFORMANCE AS OF DECEMBER 31, 2023  
 

 

    

 

      

 

     Average Annual
Total Returns
 
     3 Months      YTD      Since
Inception
     Inception
date
 
Asia Innovators Active ETF (NAV)1      6.00%        -1.83%        -3.30%        07/13/22  
Asia Innovators Active ETF (market price)      5.89%        -2.66%        -3.72%     
MSCI AC Asia ex Japan Index2      6.48%        6.34%        3.25%     

Performance assumes reinvestment of all dividends and/or distributions before taxes. All performance quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate with market conditions so that when sold, shares may be worth more or less than their original cost. For the Fund’s most recent month-end performance visit matthewsasia.com.

 

 

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT SINCE INCEPTION

LOGO

Plotted Monthly. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on dividends, capital gain distributions or redemption of Fund shares. Values are in US$.

 

  1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

  2

It is not possible to invest directly in an index. Source: Index data from Morgan Stanley Capital International; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

 

18    Matthews Asia Innovators Active ETF     


Table of Contents
       
TOP TEN HOLDINGS3                 
Name  

Sector

 

Country

    

% Net Assets

 
Taiwan Semiconductor Manufacturing Co., Ltd.   Information Technology   Taiwan        9.0%  
Samsung Electronics Co., Ltd.   Information Technology   South Korea        7.5%  
PDD Holdings, Inc. ADR   Consumer Discretionary   China        7.1%  
NVIDIA Corp.   Information Technology   United States        3.5%  
PT Bank Rakyat Indonesia Persero Tbk   Financials   Indonesia        3.5%  
ICICI Bank, Ltd.   Financials   India        3.4%  
Axis Bank, Ltd.   Financials   India        3.4%  
SK Hynix, Inc.   Information Technology   South Korea        3.2%  
Reliance Industries, Ltd.   Energy   India        3.1%  
Zomato, Ltd.   Consumer Discretionary   India        2.9%  
% OF ASSETS IN TOP 10            46.7%  

 

  3

Holdings may combine more than one security from same issuer and related depositary receipts.

 

   
COUNTRY ALLOCATION (%)4,5      

China/Hong Kong

    32.5  
India     25.2  
Taiwan     14.9  
South Korea     13.9  
United States     5.0  
Indonesia     3.5  
Hong Kong     2.1  
Netherlands     1.9  
Brazil     1.1  
Cash and Other Assets, Less Liabilities     2.1  
   
SECTOR ALLOCATION (%)5      
Information Technology     32.9  
Consumer Discretionary     25.3  
Financials     18.3  
Industrials     7.1  
Communication Services     5.8  
Energy     3.1  
Health Care     3.0  
Consumer Staples     1.2  
Real Estate     1.0  
Cash and Other Assets, Less Liabilities     2.1  

 

   
MARKET CAP EXPOSURE (%)5      
Mega Cap (over $25B)     72.0  
Large Cap ($10B-$25B)     14.1  
Mid Cap ($3B-10B)     11.6  
Small Cap (under $3B)     0.2  
Cash and Other Assets, Less Liabilities     2.1  
4

Not all countries where the Fund may invest are included in the benchmark index.

 

5

Source: FactSet Research Systems. Percentage values in data are rounded to the nearest tenth of one percent, so the values may not sum to 100% due to rounding. Country allocations and percentage values may be derived from different data sources and may not be consistent with other Fund literature.

 

     matthewsasia.com | 833.228.5605      19  


Table of Contents

Matthews Asia Innovators Active ETF

December 31, 2023

Schedule of Investments

COMMON EQUITIES: 97.9%

 

     Shares     Value  
CHINA/HONG KONG: 32.5%    

PDD Holdings, Inc. ADRa

    41,360       $6,051,382  

Alibaba Group Holding, Ltd.

    246,900       2,390,410  

AIA Group, Ltd.

    208,600       1,817,909  

Tencent Holdings, Ltd.

    41,400       1,556,632  

Trip.com Group, Ltd. ADRa

    35,977       1,295,532  

WuXi AppTec Co., Ltd. A Shares

    126,500       1,292,607  

Shenzhen Mindray Bio-Medical Electronics Co., Ltd. A Shares

    31,500       1,285,552  

Meituan Class Ba,b,c

    120,900       1,268,060  

Full Truck Alliance Co., Ltd. ADRa

    177,854       1,246,757  

Contemporary Amperex Technology Co., Ltd. A Shares

    49,000       1,123,464  

Shenzhen Inovance Technology Co., Ltd. A Shares

    115,500       1,024,165  

Kanzhun, Ltd. ADR

    60,394       1,003,144  

BYD Co., Ltd. H Shares

    36,000       988,455  

Zhejiang Shuanghuan Driveline Co., Ltd. A Shares

    240,600       879,197  

KE Holdings, Inc. ADR

    53,970       874,854  

MINISO Group Holding, Ltd. ADR

    41,795       852,618  

DiDi Global, Inc.a

    206,083       814,028  

New Oriental Education & Technology Group, Inc. ADRa

    9,597       703,268  

Tencent Music Entertainment Group ADRa

    72,799       655,919  

NAURA Technology Group Co., Ltd. A Shares

    12,600       434,787  
   

 

 

 

Total China/Hong Kong

      27,558,740  
   

 

 

 
   
     
INDIA: 25.2%    

ICICI Bank, Ltd.

    244,205       2,924,693  

Axis Bank, Ltd.

    216,860       2,872,660  

Reliance Industries, Ltd.

    84,358       2,620,495  

Zomato, Ltd.a

    1,657,568       2,464,030  

HDFC Bank, Ltd.

    114,352       2,348,844  

Mahindra & Mahindra, Ltd.

    84,426       1,754,594  

Godrej Consumer Products, Ltd.

    76,845       1,044,624  

Indian Hotels Co., Ltd.

    194,228       1,023,146  

ABB India, Ltd.

    17,667       992,511  

Titan Co., Ltd.

    19,463       859,657  

Bajaj Finance, Ltd.

    9,407       828,374  

Cummins India, Ltd.

    34,274       808,910  

HDFC Life Insurance Co., Ltd.b,c

    103,338       803,097  
   

 

 

 

Total India

      21,345,635  
   

 

 

 
   
     
TAIWAN: 14.9%    

Taiwan Semiconductor Manufacturing Co., Ltd.

    396,000       7,651,488  

Alchip Technologies, Ltd.

    17,000       1,814,079  

Accton Technology Corp.

    54,000       920,220  

Unimicron Technology Corp.

    146,000       837,262  

Wiwynn Corp.

    14,000       832,505  

Lotes Co., Ltd.

    12,000       418,371  

M31 Technology Corp.

    5,000       172,692  
   

 

 

 

Total Taiwan

      12,646,617  
   

 

 

 
   
     
SOUTH KOREA: 13.9%    

Samsung Electronics Co., Ltd.

    104,392       6,362,895  

SK Hynix, Inc.

    24,575       2,700,025  
     Shares     Value  

NAVER Corp.

    10,022       $1,743,092  

Kia Corp.

    12,447       966,457  
   

 

 

 

Total South Korea

      11,772,469  
   

 

 

 
   
     
UNITED STATES: 5.0%    

NVIDIA Corp.

    5,986       2,964,387  

Applied Materials, Inc.

    7,724       1,251,828  
   

 

 

 

Total United States

      4,216,215  
   

 

 

 
   
     
INDONESIA: 3.5%    

PT Bank Rakyat Indonesia Persero Tbk

    7,968,200       2,962,781  
   

 

 

 

Total Indonesia

      2,962,781  
   

 

 

 
   
     
NETHERLANDS: 1.8%    

ASML Holding NV

    2,091       1,582,720  
   

 

 

 

Total Netherlands

      1,582,720  
   

 

 

 
   
     
BRAZIL: 1.1%    

NU Holdings, Ltd. Class Aa

    111,730       930,711  
   

 

 

 

Total Brazil

      930,711  
   

 

 

 
   
     
TOTAL COMMON EQUITIES       83,015,888  
   

 

 

 

(Cost $70,816,737)

   
   

SHORT-TERM INVESTMENTS: 0.7%

   
     
MONEY MARKET FUNDS: 0.7%    

JPMorgan U.S. Government Money Market Fund, Capital Shares, 5.25%d

    579,144       579,144  
   

 

 

 

(Cost $579,144)

   
   
   
TOTAL INVESTMENTS: 98.6%

 

    83,595,032  

(Cost $71,395,881)

   
   
CASH AND OTHER ASSETS,
LESS LIABILITIES: 1.4%
      1,214,371  
   

 

 

 
   

NET ASSETS: 100.0%

 

    $84,809,403  
   

 

 

 

 

a

Non-income producing security.

 

b

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. The security may be resold in transactions exempt from registration normally to qualified institutional buyers. The security has been determined to be liquid in accordance with procedures adopted by the Funds’ Board of Trustees. At December 31, 2023, the aggregate value is $2,071,157, which is 2.44% of net assets.

 

c

The securities may be resold to qualified foreign investors and foreign institutional buyers under Regulation S of the Securities Act of 1933.

 

d

Rate shown is the current yield as of December 31, 2023.

 

ADR

American Depositary Receipt

See accompanying notes to financial statements.

 

20    Matthews Asia Innovators Active ETF     


Table of Contents

LOGO

 

PORTFOLIO MANAGERS

Sean Taylor

  Inbok Song

Lead Manager

  Lead Manager

Winnie Chwang

 

Andrew Mattock, CFA

Co-Manager

 

Co-Manager

Peeyush Mittal, CFA   Jeremy Sutch, CFA

Co-Manager

 

Co-Manager

FUND FACTS

   
Ticker   ASIA

CUSIP

  577130578

Inception Date

  09/21/23

Gross Expense Ratio

  0.79%

NAV (as of 12/31/23)

  $25.33

Market Price (as of 12/31/23)

  $25.44

# of Positions

  52

Net Assets

  $79.8 million

Portfolio Turnover

 

12.07%

Weight Average Market Cap

  $139.4 billion

Benchmark

 

MSCI AC Asia ex Japan Index

OBJECTIVE

 

 

Long-term capital appreciation.

STRATEGY

 

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets, which include borrowings for investment purposes, in the common and preferred stocks of companies located in Asia ex Japan, which consists of all countries and markets in Asia excluding Japan, but including all other developed, emerging and frontier countries and markets in the Asian region.

 

3

Holdings may combine more than one security from same issuer and related depositary receipts.

4

Not all countries where the Fund may invest are included in the benchmark index.

5

Source: FactSet Research Systems. Percentage values in data are rounded to the nearest tenth of one percent, so the values may not sum to 100% due to rounding. Country allocations and percentage values may be derived from different data sources and may not be consistent with other Fund literature.

Matthews Pacific Tiger Active ETF (unaudited)

 

 
PERFORMANCE AS OF DECEMBER 31, 2023  
 

 

    

 

     Actual Return,
Not  Annualized
 
     3 months      Since
Inception
     Inception
date
 
Pacific Tiger Active ETF (NAV)1      1.85%        1.44%        09/21/23  
Pacific Tiger Active ETF (market price)      2.21%        1.88%     
MSCI AC Asia ex Japan Index2      6.48%        6.39%     

 

  1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

  2

It is not possible to invest directly in an index. Source: Index data from Morgan Stanley Capital International; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

Performance assumes reinvestment of all dividends and/or distributions before taxes. All performance quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate with market conditions so that when sold, shares may be worth more or less than their original cost. For the Fund’s most recent month-end performance visit matthewsasia.com.

 

       
TOP TEN HOLDINGS3                   
Name    Country    Sector      % Net Assets  
Taiwan Semiconductor Manufacturing Co., Ltd. ADR    Taiwan    Information Technology        8.8%  
Samsung Electronics Co., Ltd.    South Korea    Information Technology        8.8%  
Tencent Holding, Ltd.    China    Communication Services        4.5%  
Central Pattana Public Co., Ltd.    Thailand    Real Estate        3.7%  
ICICI Bank, Ltd. ADR    India    Financials        3.1%  
Titan Co., Ltd.    India    Consumer Discretionary        3.1%  
HDFC Bank, Ltd. ADR    India    Financials        3.0%  
Alibaba Group Holding, Ltd. ADR    China    Consumer Discretionary        2.9%  
PT Bank Central Asia Tbk    Indonesia    Financials        2.8%  
CITIC Securities Co., Ltd. H Shares    China    Financials        2.5%  
% OF ASSETS IN TOP 10              43.0%  

 

   
COUNTRY ALLOCATION (%)4,5      

China/Hong Kong

    36.8  
India     19.8  
Taiwan     19.0  
South Korea     13.3  
Thailand     3.7  
Indonesia     2.8  
Philippines     2.0  
Singapore     1.5  
Vietnam     0.9  
Cash and Other Assets, Less Liabilities     0.2  
   
SECTOR ALLOCATION (%)5      
Information Technology     28.3  
Financials     19.4  
Consumer Discretionary     12.1  
Real Estate     9.5  
Communication Services     9.2  
Consumer Staples     8.1  
Industrials     6.4  
Materials     3.3  
Utilities     1.9  
Health Care     1.7  
Cash and Other Assets, Less Liabilities     0.2  

 

   
MARKET CAP EXPOSURE (%)5      
Mega Cap (over $25B)     62.6  
Large Cap ($10B-$25B)     19.5  
Mid Cap ($3B-10B)     17.6  
Small Cap (under $3B)     0.0  
Cash and Other Assets, Less Liabilities     0.2  

 

     matthewsasia.com | 833.228.5605      21  


Table of Contents

Matthews Pacific Tiger Active ETF

December 31, 2023

Schedule of Investmentsa

COMMON EQUITIES: 99.8%

 

     Shares     Value  
CHINA/HONG KONG: 36.8%    

Tencent Holdings, Ltd.

    94,500       $3,553,182  

Alibaba Group Holding, Ltd. ADR

    30,343       2,351,886  

CITIC Securities Co., Ltd. H Shares

    976,500       1,993,380  

AIA Group, Ltd.

    226,800       1,976,518  

KE Holdings, Inc. ADR

    109,116       1,768,770  

Shenzhen Inovance Technology Co., Ltd. A Shares

    195,300       1,731,770  

Hong Kong Exchanges & Clearing, Ltd.

    50,400       1,729,796  

Kweichow Moutai Co., Ltd. A Shares

    6,300       1,527,090  

Yum China Holdings, Inc.

    35,073       1,488,147  

Shenzhen Mindray Bio-Medical Electronics Co., Ltd. A Shares

    33,300       1,359,012  

China Resources Mixc Lifestyle Services, Ltd.b,c

    365,400       1,303,237  

China Resources Beer Holdings Co., Ltd.

    288,000       1,261,387  

China Tourism Group Duty Free Corp., Ltd. A Shares

    81,900       962,589  

Will Semiconductor Co., Ltd. Shanghai A Shares

    63,000       944,124  

Contemporary Amperex Technology Co., Ltd. A Shares

    37,800       866,673  

Tencent Music Entertainment Group ADRd

    91,556       824,920  

Kuaishou Technologyb,c,d

    119,700       811,689  

Shandong Sinocera Functional Material Co., Ltd. A Shares

    239,400       777,312  

StarPower Semiconductor, Ltd. A Shares

    25,200       640,564  

Meituan Class Bb,c,d

    55,400       581,063  

Kanzhun, Ltd. ADR

    32,940       547,133  

ENN Energy Holdings, Ltd.

    50,400       371,132  

WuXi XDC Cayman, Inc.d

    120       492  
   

 

 

 

Total China/Hong Kong

      29,371,866  
   

 

 

 
   
     
INDIA: 19.8%    

ICICI Bank, Ltd. ADR

    103,572       2,469,157  

Titan Co., Ltd.

    55,503       2,451,500  

HDFC Bank, Ltd. ADR

    35,112       2,356,366  

Pidilite Industries, Ltd.

    56,196       1,833,564  

Tata Consultancy Services, Ltd.

    39,128       1,783,697  

Ashok Leyland, Ltd.

    616,455       1,344,939  

Tata Power Co., Ltd.

    285,516       1,139,645  

Dabur India, Ltd.

    146,186       978,863  

Tata Consumer Products, Ltd.

    63,664       831,474  

Mahindra & Mahindra, Ltd.

    30,601       635,969  
   

 

 

 

Total India

      15,825,174  
   

 

 

 
   
     
TAIWAN: 19.0%    

Taiwan Semiconductor Manufacturing Co., Ltd. ADR

    67,479       7,017,816  

Chailease Holding Co., Ltd.

    252,000       1,584,725  

MediaTek, Inc.

    43,000       1,422,101  

E Ink Holdings, Inc.

    181,000       1,161,825  

Eclat Textile Co., Ltd.

    63,000       1,153,647  

Accton Technology Corp.

    63,000       1,073,590  

Uni-President Enterprises Corp.

    361,000       876,313  

Delta Electronics, Inc.

    63,000       643,538  

ASE Technology Holding Co., Ltd.

    58,000       255,128  
   

 

 

 

Total Taiwan

      15,188,683  
   

 

 

 
   
     
SOUTH KOREA: 13.3%    

Samsung Electronics Co., Ltd.

    115,026       7,011,057  

NAVER Corp.

    9,111       1,584,645  
     Shares     Value  

Samsung Engineering Co., Ltd.d

    52,101       $1,173,173  

Orion Corp.

    9,180       827,547  
   

 

 

 

Total South Korea

      10,596,422  
   

 

 

 
   
     
THAILAND: 3.7%    

Central Pattana Public Co., Ltd.

    1,436,400       2,921,888  
   

 

 

 

Total Thailand

      2,921,888  
   

 

 

 
   
     
INDONESIA: 2.8%    

PT Bank Central Asia Tbk

    3,604,200       2,200,395  
   

 

 

 

Total Indonesia

      2,200,395  
   

 

 

 
   
     
PHILIPPINES: 2.0%    

SM Prime Holdings, Inc.

    2,624,100       1,559,059  
   

 

 

 

Total Philippines

      1,559,059  
   

 

 

 
   
     
SINGAPORE: 1.5%    

DBS Group Holdings, Ltd.

    47,700       1,208,140  
   

 

 

 

Total Singapore

      1,208,140  
   

 

 

 
   
     
VIETNAM: 0.9%    

FPT Corp.

    151,900       601,664  

Vietnam Dairy Products JSC

    53,100       147,950  
   

 

 

 

Total Vietnam

      749,614  
   

 

 

 
   
     
TOTAL COMMON EQUITIES       79,621,241  
   

 

 

 

(Cost $76,623,537)

   
   

SHORT-TERM INVESTMENTS: 4.7%

   
     
MONEY MARKET FUNDS: 4.7%    

JPMorgan U.S. Government Money Market Fund, Capital Shares, 5.25%e

    3,771,939       3,771,939  
   

 

 

 

(Cost $3,771,939)

   
   
   
TOTAL INVESTMENTS: 104.5%

 

    83,393,180  

(Cost $80,395,476)

   
   
LIABILITIES IN EXCESS OF CASH
AND OTHER ASSETS: (4.5%)
      (3,604,029
   

 

 

 
   

NET ASSETS: 100.0%

 

    $79,789,151  
   

 

 

 

 

a

Certain securities were fair valued under the valuation policies approved by the Board of Trustees (Note 2-A).

 

b

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. The security may be resold in transactions exempt from registration normally to qualified institutional buyers. The security has been determined to be liquid in accordance with procedures adopted by the Funds’ Board of Trustees. At December 31, 2023, the aggregate value is $2,695,989, which is 3.38% of net assets.

 

c

The securities may be resold to qualified foreign investors and foreign institutional buyers under Regulation S of the Securities Act of 1933.

 

d

Non-income producing security.

 

e

Rate shown is the current yield as of December 31, 2023.

 

ADR

American Depositary Receipt

 

JSC

Joint Stock Co.

See accompanying notes to financial statements.

 

22    Matthews Pacific Tiger Active ETF     


Table of Contents

LOGO

 

PORTFOLIO MANAGERS
Andrew Mattock, CFA  

Lead Manager

 
Winnie Chwang   Sherwood Zhang, CFA

Co-Manager

  Co-Manager
FUND FACTS
Ticker  

MCH

CUSIP

 

577125834

Inception Date

 

07/13/22

Gross Expense Ratio

 

0.79%

NAV (as of 12/31/23)

  $19.07

Market Price (as of 12/31/23)

  $19.04

# of Positions

 

51

Net Assets

 

$21.7 million

Portfolio Turnover

 

58.98%

Weight Average Market Cap

 

$101 billion

Benchmark

MSCI China Index

MSCI China All Shares Index

OBJECTIVE

 

 

Long-term capital appreciation.

STRATEGY

 

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets, which include borrowings for investment purposes, in the common and preferred stocks of companies located in China. China includes its administrative and other districts, such as Hong Kong.

Matthews China Active ETF (unaudited)

FUND INSIGHTS

 

    The top three contributors to absolute performance during the year included PDD Holdings, a consumer discretionary company, Beijing Kingsoft Office Software, an information technology company, and Tencent Music Entertainment Group, a communication services company.

 

    The largest detractors to performance during the year included Meituan and JD.com, a consumer discretionary company and CIFI Holdings (Group), a real estate company.

 

    The top three contributors to relative performance, on a sector basis, were materials due to an underweight allocation, and information technology and consumer staples due to stock selection.

 

    The top three detractors to relative performance, on a sector basis, were real estate and consumer discretionary due to stock selection and communication services due to an underweight allocation.

 

 
PERFORMANCE AS OF DECEMBER 31, 2023  
 

 

    

 

      

 

     Average Annual
Total Returns
 
     3 Months      1 Year      Since
Inception
     Inception
date
 
China Active ETF (NAV)1      -5.23%        -19.35%        -15.89%        07/13/22  
China Active ETF (market price)      -5.68%        -19.92%        -16.00%     
MSCI China Index2      -4.21%        -11.04%        -12.49%     
MSCI China All Shares Index2      -3.81%        -11.35%        -13.90%     

Performance assumes reinvestment of all dividends and/or distributions before taxes. All performance quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate with market conditions so that when sold, shares may be worth more or less than their original cost. For the Fund’s most recent month-end performance visit matthewsasia.com.

 

 

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT SINCE INCEPTION

LOGO

Plotted Monthly. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on dividends, capital gain distributions or redemption of Fund shares. Values are in US$.

 

  1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

  2

It is not possible to invest directly in an index. Source: Index data from Morgan Stanley Capital International; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

 

     matthewsasia.com | 833.228.5605      23  


Table of Contents

 

     
TOP TEN HOLDINGS3              
    

Sector

        
Tencent Holdings, Ltd.    Communication Services        8.9%  
Alibaba Group Holding, Ltd.    Consumer Discretionary        7.8%  
PDD Holdings, Inc. ADR    Consumer Discretionary        7.2%  
JD.com, Inc. Class A    Consumer Discretionary        4.6%  
CITIC Securities Co., Ltd. H Shares    Financials        4.4%  
China Merchants Bank Co., Ltd. A Shares    Financials        4.2%  
KE Holdings, Inc. ADR    Real Estate        4.0%  
Meituan Class B    Consumer Discretionary        3.7%  
China International Capital Corp., Ltd. H Shares    Financials        3.3%  
China Construction Bank Corp. H Shares    Financials        2.1%  
% OF ASSETS IN TOP 10           50.1%  

 

  3

Holdings may combine more than one security from same issuer and related depositary receipts.

 

 
COUNTRY ALLOCATION (%)4,5  
China/Hong Kong     99.4  
Cash and Other Assets, Less Liabilities     0.6  
   
SECTOR ALLOCATION (%)4      
Consumer Discretionary     33.9  
Financials     18.9  
Communication Services     15.4  
Consumer Staples     6.7  
Industrials     6.5  
Real Estate     5.7  
Information Technology     5.3  
Health Care     4.2  
Energy     1.8  
Utilities     0.9  
Cash and Other Assets, Less Liabilities     0.6  

 

   
MARKET CAP EXPOSURE (%)5      
Mega Cap (over $25B)     63.8  
Large Cap ($10B-$25B)     24.3  
Mid Cap ($3B-10B)     7.3  
Small Cap (under $3B)     3.9  
Cash and Other Assets, Less Liabilities     0.6  
4

Not all countries where the Fund may invest are included in the benchmark index.

 

5

Source: FactSet Research Systems. Percentage values in data are rounded to the nearest tenth of one percent, so the values may not sum to 100% due to rounding. Country allocations and percentage values may be derived from different data sources and may not be consistent with other Fund literature.

 

24    Matthews China Active ETF     


Table of Contents

Matthews China Active ETF

December 31, 2023

Schedule of Investments

COMMON EQUITIES: 99.4%

 

     Shares     Value  
CONSUMER DISCRETIONARY: 34.0%    

Broadline Retail: 19.7%

   

Alibaba Group Holding, Ltd.

    175,400       $1,698,169  

PDD Holdings, Inc. ADRa

    10,728       1,569,614  

JD.com, Inc. Class A

    70,050       1,009,230  
   

 

 

 
      4,277,013  
   

 

 

 
   

Hotels, Restaurants & Leisure: 8.9%

   

Meituan Class Ba,b,c

    77,010       807,719  

Galaxy Entertainment Group, Ltd.

    74,000       414,610  

Yum China Holdings, Inc.

    6,253       265,315  

Trip.com Group, Ltd. ADRa

    6,871       247,425  

Luckin Coffee, Inc. ADRa

    7,418       202,363  
   

 

 

 
      1,937,432  
   

 

 

 
   

Household Durables: 3.1%

   

Midea Group Co., Ltd. A Shares

    47,400       363,658  

Man Wah Holdings, Ltd.

    436,000       298,724  
   

 

 

 
      662,382  
   

 

 

 
   

Diversified Consumer Services: 0.8%

   

China Education Group Holdings, Ltd.c

    292,000       183,235  
   

 

 

 
   

Automobiles: 0.8%

   

Yadea Group Holdings, Ltd.b,c

    92,000       161,648  
   

 

 

 
   

Specialty Retail: 0.7%

   

China Tourism Group Duty Free Corp., Ltd. A Shares

    13,300       156,318  
   

 

 

 

Total Consumer Discretionary

      7,378,028  
   

 

 

 
   
     
FINANCIALS: 18.9%    

Capital Markets: 9.3%

   

CITIC Securities Co., Ltd. H Shares

    463,500       946,167  

China International Capital Corp., Ltd. H Sharesb,c

    483,600       709,742  

Hong Kong Exchanges & Clearing, Ltd.

    6,300       216,225  

East Money Information Co., Ltd. A Shares

    80,040       157,818  
   

 

 

 
      2,029,952  
   

 

 

 

Banks: 6.3%

   

China Merchants Bank Co., Ltd. A Shares

    233,500       912,278  

China Construction Bank Corp. H Shares

    756,000       450,199  
   

 

 

 
      1,362,477  
   

 

 

 

Insurance: 3.3%

   

Ping An Insurance Group Co. of China, Ltd. H Shares

    87,000       393,857  

PICC Property & Casualty Co., Ltd. H Shares

    266,000       316,125  
   

 

 

 
      709,982  
   

 

 

 

Total Financials

      4,102,411  
   

 

 

 
   
     
COMMUNICATION SERVICES: 15.4%    

Interactive Media & Services: 11.5%

   

Tencent Holdings, Ltd.

    51,400       1,932,630  

Kuaishou Technologya,b,c

    50,400       341,764  

Baidu, Inc. Class Aa

    15,300       227,485  
   

 

 

 
      2,501,879  
   

 

 

 
   

Entertainment: 2.0%

   

Tencent Music Entertainment Group ADRa

    47,295       426,128  
   

 

 

 
   
     Shares     Value  

Media: 1.9%

   

Focus Media Information Technology Co., Ltd. A Shares

    478,911       $425,065  
   

 

 

 

Total Communication Services

      3,353,072  
   

 

 

 
   
     
CONSUMER STAPLES: 6.7%    

Beverages: 4.3%

 

 

Wuliangye Yibin Co., Ltd. A Shares

    18,700       368,480  

Tsingtao Brewery Co., Ltd. H Shares

    46,000       308,687  

Shanxi Xinghuacun Fen Wine Factory Co., Ltd. A Shares

    8,100       262,466  
   

 

 

 
      939,633  
   

 

 

 
   

Consumer Staples Distribution & Retail: 1.3%

   

JD Health International, Inc.a,b,c

    54,600       273,400  
   

 

 

 
   

Food Products: 1.1%

   

Guangdong Haid Group Co., Ltd. A Shares

    38,600       243,452  
   

 

 

 

Total Consumer Staples

      1,456,485  
   

 

 

 
   
     
INDUSTRIALS: 6.5%    

Electrical Equipment: 3.3%

 

 

Contemporary Amperex Technology Co., Ltd. A Shares

    16,300       373,724  

Sungrow Power Supply Co., Ltd. A Shares

    29,100       357,957  
   

 

 

 
      731,681  
   

 

 

 
   

Machinery: 2.1%

   

Shenzhen Inovance Technology Co., Ltd. A Shares

    30,600       271,337  

Estun Automation Co., Ltd. A Shares

    68,600       179,096  
   

 

 

 
      450,433  
   

 

 

 
   

Transportation Infrastructure: 1.1%

   

Shanghai International Airport Co., Ltd. A Sharesa

    51,252       235,941  
   

 

 

 

Total Industrials

      1,418,055  
   

 

 

 
   
     
REAL ESTATE: 5.7%    

Real Estate Management & Development: 5.7%

 

 

KE Holdings, Inc. ADR

    53,212       862,567  

Country Garden Services Holdings Co., Ltd.

    224,000       193,634  

CIFI Holdings Group Co., Ltd.a

    3,718,000       121,417  

Times China Holdings, Ltd.a

    1,790,000       59,601  
   

 

 

 

Total Real Estate

      1,237,219  
   

 

 

 
   
     
INFORMATION TECHNOLOGY: 5.3%    

Electronic Equipment, Instruments & Components: 2.4%

 

 

Wingtech Technology Co., Ltd. A Sharesa

    46,800       278,081  

SUPCON Technology Co., Ltd. A Shares

    36,470       232,272  
   

 

 

 
      510,353  
   

 

 

 
   

Semiconductors & Semiconductor Equipment: 1.5%

 

 

NAURA Technology Group Co., Ltd. A Shares

    5,887       203,142  

Zhejiang Jingsheng Mechanical & Electrical Co., Ltd. A Shares

    21,503       133,145  
   

 

 

 
      336,287  
   

 

 

 
   

 

     matthewsasia.com | 833.228.5605      25  


Table of Contents

Matthews China Active ETF

December 31, 2023

Schedule of Investments (continued)

COMMON EQUITIES (continued)

 

     Shares     Value  

Software: 1.4%

   

Shanghai Baosight Software Co., Ltd. A Shares

    44,256       $303,302  
   

 

 

 

Total Information Technology

      1,149,942  
   

 

 

 
   
     
HEALTH CARE: 4.2%    

Health Care Equipment & Supplies: 1.9%

   

Shenzhen Mindray Bio-Medical Electronics Co., Ltd. A Shares

    10,000       408,112  
   

 

 

 
   

Life Sciences Tools & Services: 1.4%

   

Wuxi Biologics Cayman, Inc.a,b,c

    80,500       305,153  

WuXi XDC Cayman, Inc.a

    153       627  
   

 

 

 
      305,780  
   

 

 

 
   

Health Care Providers & Services: 0.9%

   

Sinopharm Group Co., Ltd. H Shares

    78,000       204,276  
   

 

 

 

Total Health Care

      918,168  
   

 

 

 
   
     
ENERGY: 1.8%    

Oil, Gas & Consumable Fuels: 1.8%

   

PetroChina Co., Ltd. H Shares

    602,000       397,810  
   

 

 

 

Total Energy

      397,810  
   

 

 

 
   
     
UTILITIES: 0.9%    

Gas Utilities: 0.9%

   

ENN Energy Holdings, Ltd.

    27,400       201,766  
   

 

 

 

Total Utilities

      201,766  
   

 

 

 
   
     
TOTAL COMMON EQUITIES       21,612,956  
   

 

 

 

(Cost $28,176,536)

   
   

SHORT-TERM INVESTMENTS: 0.5%

   
     
MONEY MARKET FUNDS: 0.5%    

JPMorgan U.S. Government Money Market Fund, Capital Shares, 5.25%d

    106,564       106,564  
   

 

 

 

(Cost $106,564)

   
   
     
TOTAL INVESTMENTS: 99.9%       21,719,520  

(Cost $28,283,100)

   
   
CASH AND OTHER ASSETS,
LESS LIABILITIES: 0.1%
      17,680  
   

 

 

 

NET ASSETS: 100.0%

      $21,737,200  
   

 

 

 
a

Non-income producing security.

 

b

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. The security may be resold in transactions exempt from registration normally to qualified institutional buyers. The security has been determined to be liquid in accordance with procedures adopted by the Funds’ Board of Trustees. At December 31, 2023, the aggregate value is $2,599,426, which is 11.96% of net assets.

 

c

The securities may be resold to qualified foreign investors and foreign institutional buyers under Regulation S of the Securities Act of 1933.

 

d

Rate shown is the current yield as of December 31, 2023.

 

ADR

American Depositary Receipt

See accompanying notes to financial statements.

 

26    Matthews China Active ETF     


Table of Contents

LOGO

 

PORTFOLIO MANAGERS

Peeyush Mittal, CFA

 

Lead Manager

 

Swagato Ghosh

 

Co-Manager

 
FUND FACTS
Ticker   INDE

CUSIP

  577130610

Inception Date

  09/21/23

Gross Expense Ratio

  0.79%

NAV (as of 12/31/23)

  $27.00

Market Price (as of 12/31/23)

  $27.03

# of Positions

  60

Net Assets

  $5.9 million

Portfolio Turnover

 

14.97%

Weight Average Market Cap

  $44.1 billion

Benchmark

S&P Bombay Stock Exchange 100 Index MSCI India Index

OBJECTIVE

 

 

Long-term capital appreciation.

STRATEGY

 

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets, which include borrowings for investment purposes, in publicly traded common stocks, preferred stocks and convertible securities of companies located in India.

 

 

 

4

Holdings may combine more than one security from same issuer and related depositary receipts.

5

Source: FactSet Research Systems. Percentage values in data are rounded to the nearest tenth of one percent, so the values may not sum to 100% due to rounding. Country allocations and percentage values may be derived from different data sources and may not be consistent with other Fund literature.

Matthews India Active ETF (unaudited)

 

 
PERFORMANCE AS OF DECEMBER 31, 2023  
 

 

    

 

     Actual Return,
Not  Annualized
 
     3 months      Since
Inception
     Inception
date
 
India Active ETF (NAV)1      8.48%        8.00%        09/21/23  
India Active ETF (market price)      9.34%        8.12%     
S&P Bombay Stock Exchange 100 Index2      11.38%        10.89%     
MSCI India Index3      11.98%        11.59%     

 

  1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

  2

It is not possible to invest directly in an index. Source: Index data from S&P BSE 100 Index and Bloomberg; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

 

  3

It is not possible to invest directly in an index. Source: Index data from Morgan Stanley Capital International; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

Performance assumes reinvestment of all dividends and/or distributions before taxes. All performance quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate with market conditions so that when sold, shares may be worth more or less than their original cost. For the Fund’s most recent month-end performance visit matthewsasia.com.

 

     
TOP TEN HOLDINGS4              
Name    Sector      % Net Assets  
HDFC Bank, Ltd.    Financials        6.1%  
ICICI Bank, Ltd.    Financials        5.2%  
Reliance Industries, Ltd.    Energy        4.7%  
Shriram Finance, Ltd.    Financials        4.5%  
Neuland Laboratories, Ltd.    Health Care        4.2%  
Infosys, Ltd.    Information Technology        4.0%  
IndusInd Bank, Ltd.    Financials        3.3%  
Axis Bank, Ltd.    Financials        3.2%  
Tata Consultancy Services, Ltd.    Information Technology        3.2%  
Titan Co., Ltd.    Consumer Discretionary        2.3%  
% OF ASSETS IN TOP 10           40.7%  

 

   
COUNTRY ALLOCATION (%)5      
India     100.7  
Liabilities in Excess of Cash and Other Assets     -0.7  
   
SECTOR ALLOCATION (%)5      
Financials     33.4  
Information Technology     15.4  
Consumer Discretionary     12.0  
Industrials     11.2  
Health Care     10.6  
Consumer Staples     9.1  
Energy     4.7  
Materials     4.1  
Communication Services     0.2  
Liabilities in Excess of Cash and Other Assets     -0.7  

 

   
MARKET CAP EXPOSURE (%)5      
Mega Cap (over $25B)     41.5  
Large Cap ($10B-$25B)     15.4  
Mid Cap ($3B-10B)     24.3  
Small Cap (under $3B)     19.6  
Liabilities in Excess of Cash and Other Assets     -0.7  

 

     matthewsasia.com | 833.228.5605      27  


Table of Contents

Matthews India Active ETF

December 31, 2023

Schedule of Investments

COMMON EQUITIES: 100.7%

 

     Shares     Value  
FINANCIALS: 33.4%    

Banks: 22.5%

   

HDFC Bank, Ltd.

    17,527       $360,013  

ICICI Bank, Ltd.

    25,868       309,805  

IndusInd Bank, Ltd.

    10,054       193,187  

Axis Bank, Ltd.

    14,562       192,897  

Kotak Mahindra Bank, Ltd.

    5,197       119,168  

Federal Bank, Ltd.

    62,610       117,487  

Bandhan Bank, Ltd.a,b

    15,343       44,510  
   

 

 

 
      1,337,067  
   

 

 

 
   

Consumer Finance: 9.4%

   

Shriram Finance, Ltd.

    10,818       266,934  

Bajaj Finance, Ltd.

    1,333       117,383  

Cholamandalam Investment and Finance Co., Ltd.

    6,407       96,998  

Mahindra & Mahindra Financial Services, Ltd.

    22,033       73,264  
   

 

 

 
      554,579  
   

 

 

 
   

Insurance: 1.5%

   

PB Fintech, Ltd.c

    6,546       62,511  

HDFC Life Insurance Co., Ltd.a,b

    3,465       26,928  
   

 

 

 
      89,439  
   

 

 

 

Total Financials

      1,981,085  
   

 

 

 
   
     
INFORMATION TECHNOLOGY: 15.4%    

IT Services: 12.5%

   

Infosys, Ltd.

    12,722       235,884  

Tata Consultancy Services, Ltd.

    4,198       191,371  

LTIMindtree, Ltd.a,b

    1,176       88,962  

Persistent Systems, Ltd.

    999       88,711  

Coforge, Ltd.

    977       73,667  

HCL Technologies, Ltd.

    3,655       64,395  
   

 

 

 
      742,990  
   

 

 

 
   

Software: 1.9%

   

Newgen Software Technologies, Ltd.

    6,037       113,338  
   

 

 

 
   

Electronic Equipment, Instruments & Components: 1.0%

 

 

Kaynes Technology India, Ltd.c

    987       30,964  

Syrma SGS Technology, Ltd.

    3,692       29,771  
   

 

 

 
      60,735  
   

 

 

 

Total Information Technology

      917,063  
   

 

 

 
   
     
CONSUMER DISCRETIONARY: 12.0%    

Automobiles: 5.0%

   

Bajaj Auto, Ltd.

    1,364       111,417  

TVS Motor Co., Ltd.

    4,499       109,526  

Maruti Suzuki India, Ltd.

    599       74,160  
   

 

 

 
      295,103  
   

 

 

 
   

Automobile Components: 2.5%

   

Sona Blw Precision Forgings, Ltd.a,b

    8,536       66,112  

Divgi Torqtransfer Systems, Ltd.

    3,229       38,057  

Alicon Castalloy, Ltd.

    2,809       29,324  

Dynamatic Technologies, Ltd.

    239       14,684  
   

 

 

 
      148,177  
   

 

 

 
   
     Shares     Value  

Textiles, Apparel & Luxury Goods: 2.3%

   

Titan Co., Ltd.

    3,145       $138,911  
   

 

 

 

Hotels, Restaurants & Leisure: 1.5%

   

Restaurant Brands Asia, Ltd.c

    44,264       59,470  

Lemon Tree Hotels, Ltd.a,b,c

    20,668       29,767  
   

 

 

 
      89,237  
   

 

 

 
   

Specialty Retail: 0.7%

   

Shankara Building Products, Ltd.

    4,921       42,206  
   

 

 

 

Total Consumer Discretionary

      713,634  
   

 

 

 
   
     
INDUSTRIALS: 11.2%    

Machinery: 4.7%

   

Cummins India, Ltd.

    5,020       118,479  

Thermax, Ltd.

    2,664       98,651  

Ashok Leyland, Ltd.

    28,114       61,337  
   

 

 

 
      278,467  
   

 

 

 
   

Electrical Equipment: 2.1%

   

Bharat Heavy Electricals, Ltd.

    53,628       124,735  
   

 

 

 
   

Construction & Engineering: 1.7%

   

Sterling and Wilson Renewable Energy, Ltd.b,c

    10,921       56,742  

Voltas, Ltd.

    3,807       44,759  
   

 

 

 
      101,501  
   

 

 

 
   

Transportation Infrastructure: 1.5%

   

Gujarat Pipavav Port, Ltd.

    48,037       88,352  
   

 

 

 
   

Professional Services: 1.2%

   

Latent View Analytics, Ltd.c

    13,340       72,949  
   

 

 

 

Total Industrials

      666,004  
   

 

 

 
   
     
HEALTH CARE: 10.6%    

Pharmaceuticals: 5.5%

   

Neuland Laboratories, Ltd.

    3,960       251,809  

Sun Pharmaceutical Industries, Ltd.

    4,968       75,191  
   

 

 

 
      327,000  
   

 

 

 
   

Life Sciences Tools & Services: 2.0%

   

Syngene International, Ltd.a,b

    7,080       59,681  

Divi’s Laboratories, Ltd.

    1,210       56,766  
   

 

 

 
      116,447  
   

 

 

 
   

Health Care Equipment & Supplies: 1.9%

   

Poly Medicure, Ltd.

    6,333       113,389  
   

 

 

 
   

Health Care Providers & Services: 1.2%

   

Metropolis Healthcare, Ltd.a,b

    3,506       70,705  
   

 

 

 

Total Health Care

      627,541  
   

 

 

 
   
     
CONSUMER STAPLES: 9.1%    

Food Products: 4.8%

   

Britannia Industries, Ltd.

    1,992       127,794  

Nestle India, Ltd.

    396       126,491  

Tata Consumer Products, Ltd.

    2,434       31,789  
   

 

 

 
      286,074  
   

 

 

 
   

Personal Care Products: 4.3%

   

Hindustan Unilever, Ltd.

    3,794       121,458  

Godrej Consumer Products, Ltd.

    5,236       71,178  

 

28    Matthews India Active ETF     


Table of Contents

Matthews India Active ETF

December 31, 2023

Schedule of Investments (continued)

COMMON EQUITIES (continued)

 

     Shares     Value  

Honasa Consumer, Ltd.c

    9,100       $48,204  

Bajaj Consumer Care, Ltd.

    5,848       15,433  
   

 

 

 
      256,273  
   

 

 

 

Total Consumer Staples

      542,347  
   

 

 

 
   
     
ENERGY: 4.7%    

Oil, Gas & Consumable Fuels: 4.7%

   

Reliance Industries, Ltd.

    8,921       277,122  
   

 

 

 

Total Energy

      277,122  
   

 

 

 
   
     
MATERIALS: 4.1%    

Chemicals: 2.2%

   

PI Industries, Ltd.

    1,584       66,926  

Asian Paints, Ltd.

    1,506       61,577  
   

 

 

 
      128,503  
   

 

 

 
   

Metals & Mining: 1.2%

   

APL Apollo Tubes, Ltd.

    3,944       72,838  
   

 

 

 
   

Construction Materials: 0.7%

   

Ramco Cements, Ltd.

    3,467       42,512  
   

 

 

 

Total Materials

      243,853  
   

 

 

 
   
     
COMMUNICATION SERVICES: 0.2%    

Diversified Telecommunication Services: 0.2%

   

HFCL, Ltd.

    14,286       14,447  
   

 

 

 

Total Communication Services

      14,447  
   

 

 

 
   
     
TOTAL INVESTMENTS: 100.7%       5,983,096  

(Cost $5,499,236)

   
   
LIABILITIES IN EXCESS OF CASH
AND OTHER ASSETS: (0.7%)
      (43,183
   

 

 

 

NET ASSETS: 100.0%

      $5,939,913  
   

 

 

 
a

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. The security may be resold in transactions exempt from registration normally to qualified institutional buyers. The security has been determined to be liquid in accordance with procedures adopted by the Funds’ Board of Trustees. At December 31, 2023, the aggregate value is $386,665, which is 6.51% of net assets.

 

b

The securities may be resold to qualified foreign investors and foreign institutional buyers under Regulation S of the Securities Act of 1933.

 

c

Non-income producing security.

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      29  


Table of Contents

LOGO

 

PORTFOLIO MANAGERS

   

Shuntaro Takeuchi

  Donghoon Han

Lead Manager

  Lead Manager

FUND FACTS

   
Ticker   JPAN

CUSIP

  577130594

Inception Date

  09/21/23

Gross Expense Ratio

  0.79%

NAV (as of 12/31/23)

  $26.31

Market Price (as of 12/31/23)

  $26.29

# of Positions

  42

Net Assets

  $1.1 million

Portfolio Turnover

  45.53%

Weight Average Market Cap

  $51.0 billion

Benchmark

 

MSCI Japan Index

   

OBJECTIVE

 

 

Long-term capital appreciation.

STRATEGY

 

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets, which include borrowings for investment purposes, in the common and preferred stocks of companies located in Japan.

 

4

Holdings may combine more than one security from same issuer and related depositary receipts.

5

Source: FactSet Research Systems. Percentage values in data are rounded to the nearest tenth of one percent, so the values may not sum to 100% due to rounding. Country allocations and percentage values may be derived from different data sources and may not be consistent with other Fund literature.

Matthews Japan Active ETF (unaudited)

 

 
PERFORMANCE AS OF DECEMBER 31, 2023  
 

 

    

 

     Actual Return,
Not  Annualized
 
     3 months      Since
Inception
     Inception
date
 
Japan Active ETF (NAV)1      8.48%        5.79%        09/21/23  
Japan Active ETF (market price)      8.31%        5.71%     
MSCI Japan index2      8.22%        5.01%     

 

  1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

  2

It is not possible to invest directly in an index. Source: Index data from Morgan Stanley Capital International; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

Performance assumes reinvestment of all dividends and/or distributions before taxes. All performance quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate with market conditions so that when sold, shares may be worth more or less than their original cost. For the Fund’s most recent month-end performance visit matthewsasia.com.

 

     
TOP TEN HOLDINGS3              
     Sector         
Shin-Etsu Chemical Co., Ltd.    Materials        5.6%  
Sony Group Corp.    Consumer Discretionary        4.5%  
Keyence Corp.    Information Technology        4.2%  
Tokio Marine Holdings, Inc.    Financials        4.0%  
Renesas Electronics Corp.    Information Technology        3.4%  
Hitachi, Ltd.    Industrials        3.4%  
Tokyo Electron, Ltd.    Information Technology        3.4%  
Ajinomoto Co., Inc.    Consumer Staples        2.9%  
FUJIFILM Holdings Corp.    Information Technology        2.9%  
NEC Corp.    Information Technology        2.8%  
% OF ASSETS IN TOP 10           37.2%  

 

   
COUNTRY ALLOCATION (%)4,5      
Japan     93.9  
Cash and Other Assets, Less Liabilities     6.1  
   
SECTOR ALLOCATION (%)5      
Information Technology     21.1  
Consumer Discretionary     20.3  
Industrials     19.1  
Financials     10.6  
Materials     6.1  
Health Care     5.1  
Consumer Staples     4.9  
Communication Services     4.1  
Real Estate     2.6  
Cash and Other Assets, Less Liabilities     6.1  

 

   
MARKET CAP EXPOSURE (%)5      
Mega Cap (over $25B)     50.5  
Large Cap ($10B-$25B)     26.2  
Mid Cap ($3B-10B)     14.4  
Small Cap (under $3B)     2.7  
Cash and Other Assets, Less Liabilities     6.1  

 

30    Matthews Japan Active ETF     


Table of Contents

Matthews Japan Active ETF

December 31, 2023

Schedule of Investments

COMMON EQUITIES: 93.9%

 

     Shares     Value  
INFORMATION TECHNOLOGY: 21.1%    

Semiconductors & Semiconductor Equipment: 9.2%

 

 

Renesas Electronics Corp.a

    2,000       $36,161  

Tokyo Electron, Ltd.

    200       35,828  

Disco Corp.

    100       24,812  
   

 

 

 
      96,801  
   

 

 

 
   

IT Services: 4.4%

   

NEC Corp.

    500       29,614  

OBIC Co., Ltd.

    100       17,233  
   

 

 

 
      46,847  
   

 

 

 
   

Electronic Equipment, Instruments & Components: 4.2%

 

 

Keyence Corp.

    100       44,063  
   

 

 

 
   

Technology Hardware, Storage & Peripherals: 2.9%

   

FUJIFILM Holdings Corp.

    500       30,050  
   

 

 

 
   

Software: 0.4%

   

Appier Group, Inc.a

    300       3,937  
   

 

 

 

Total Information Technology

      221,698  
   

 

 

 
   
     
CONSUMER DISCRETIONARY: 20.3%    

Household Durables: 4.5%

   

Sony Group Corp.

    500       47,560  
   

 

 

 
   

Automobiles: 4.4%

   

Suzuki Motor Corp.

    600       25,676  

Toyota Motor Corp.

    1,100       20,212  
   

 

 

 
      45,888  
   

 

 

 
   

Broadline Retail: 4.3%

   

Pan Pacific International Holdings Corp.

    1,000       23,862  

Isetan Mitsukoshi Holdings, Ltd.

    2,000       21,762  
   

 

 

 
      45,624  
   

 

 

 
   

Specialty Retail: 4.3%

   

Fast Retailing Co., Ltd.

    100       24,819  

ZOZO, Inc.

    900       20,269  
   

 

 

 
      45,088  
   

 

 

 

Hotels, Restaurants & Leisure: 1.6%

   

Kyoritsu Maintenance Co., Ltd.

    400       16,995  
   

 

 

 
   

Textiles, Apparel & Luxury Goods: 1.2%

   

Asics Corp.

    400       12,535  
   

 

 

 

Total Consumer Discretionary

      213,690  
   

 

 

 
   
     
INDUSTRIALS: 19.1%    

Trading Companies & Distributors: 5.4%

   

Mitsubishi Corp.

    1,500       23,977  

ITOCHU Corp.

    500       20,453  

Toyota Tsusho Corp.

    200       11,786  
   

 

 

 
      56,216  
   

 

 

 
   

Industrial Conglomerates: 5.0%

   

Hitachi, Ltd.

    500       36,069  

Hikari Tsushin, Inc.

    100       16,584  
   

 

 

 
      52,653  
   

 

 

 
   
     Shares     Value  

Professional Services: 2.8%

   

Recruit Holdings Co., Ltd.

    700       $29,608  
   

 

 

 
   

Electrical Equipment: 2.7%

   

Mitsubishi Electric Corp.

    2,000       28,358  
   

 

 

 
   

Construction & Engineering: 1.9%

   

Kajima Corp.

    1,200       20,058  
   

 

 

 
   

Commercial Services & Supplies: 1.3%

   

TOPPAN Holdings, Inc.

    500       13,956  
   

 

 

 

Total Industrials

      200,849  
   

 

 

 
   
     
FINANCIALS: 10.6%    

Insurance: 4.0%

   

Tokio Marine Holdings, Inc.

    1,700       42,554  
   

 

 

 
   

Financial Services: 2.5%

   

ORIX Corp.

    1,400       26,376  
   

 

 

 
   

Banks: 2.5%

   

Mitsubishi UFJ Financial Group, Inc.

    3,000       25,780  
   

 

 

 
   

Consumer Finance: 1.6%

   

Credit Saison Co., Ltd.

    900       16,595  
   

 

 

 

Total Financials

      111,305  
   

 

 

 
   
     
MATERIALS: 6.1%    

Chemicals: 6.1%

   

Shin-Etsu Chemical Co., Ltd.

    1,400       58,759  

Mitsui Chemicals, Inc.

    200       5,933  
   

 

 

 

Total Materials

      64,692  
   

 

 

 
   
     
HEALTH CARE: 5.1%    

Pharmaceuticals: 2.9%

   

Daiichi Sankyo Co., Ltd.

    500       13,733  

Astellas Pharma, Inc.

    800       9,567  

Sawai Group Holdings Co., Ltd.

    200       7,390  
   

 

 

 
      30,690  
   

 

 

 
   

Health Care Equipment & Supplies: 2.2%

   

Terumo Corp.

    700       22,949  
   

 

 

 

Total Health Care

      53,639  
   

 

 

 
   
     
CONSUMER STAPLES: 4.9%    

Food Products: 4.9%

   

Ajinomoto Co., Inc.

    800       30,870  

Nissin Foods Holdings Co., Ltd.

    600       20,943  
   

 

 

 

Total Consumer Staples

      51,813  
   

 

 

 
   
     
COMMUNICATION SERVICES: 4.1%    

Wireless Telecommunication Services: 1.8%

   

KDDI Corp.

    600       19,092  
   

 

 

 
   

Entertainment: 1.5%

   

Capcom Co., Ltd.

    500       16,158  
   

 

 

 
   

Diversified Telecommunication Services: 0.8%

   

Internet Initiative Japan, Inc.

    400       8,183  
   

 

 

 

Total Communication Services

      43,433  
   

 

 

 
   

 

     matthewsasia.com | 833.228.5605      31  


Table of Contents

Matthews Japan Active ETF

December 31, 2023

Schedule of Investments (continued)

COMMON EQUITIES (continued)

 

     Shares     Value  
REAL ESTATE: 2.6%    

Real Estate Management & Development: 2.6%

   

Mitsui Fudosan Co., Ltd.

    1,100       $26,981  
   

 

 

 

Total Real Estate

      26,981  
   

 

 

 
   
     
TOTAL COMMON EQUITIES       988,100  
   

 

 

 

(Cost $911,198)

   
   

SHORT-TERM INVESTMENTS: 6.1%

   
     
MONEY MARKET FUNDS: 6.1%    

JPMorgan U.S. Government Money Market Fund, Capital Shares, 5.25%b

    64,395       64,395  
   

 

 

 

(Cost $64,395)

   
   
     
TOTAL INVESTMENTS: 100.0%       1,052,495  

(Cost $975,593)

   
   
CASH AND OTHER ASSETS,
LESS LIABILITIES: 0.0%
      26  
   

 

 

 
   

NET ASSETS: 100.0%

      $1,052,521  
   

 

 

 
a

Non-income producing security.

 

b

Rate shown is the current yield as of December 31, 2023.

See accompanying notes to financial statements.

 

32    Matthews Japan Active ETF     


Table of Contents

LOGO

 

PORTFOLIO MANAGERS

   

Michael J. Oh

  Elli Lee

Lead Manager

  Lead Manager

Sojung Park

 

Co-Manager

 
FUND FACTS
Ticker   MKOR

CUSIP

  577125784

Inception Date

  10/29/10

Gross Expense Ratio

  0.88%*

NAV (as of 12/31/23)

  $26.31

Market Price (as of 12/31/23)

  $25.90

# of Positions

  35

Net Assets

  $67.2 million

Portfolio Turnover

  31.75%

Weight Average Market Cap

  $93.2 billion

Benchmark

 

Korea Composite Stock Price Index

MSCI Korea Index

OBJECTIVE

 

 

Long-term capital appreciation.

STRATEGY

 

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets, which include borrowings for investment purposes, in the common and preferred stocks of companies located in South Korea.

 

*

The ongoing gross expense ratio for the Fund is expected to be 0.79% (see Note 4).

Matthews Korea Active ETF (unaudited)

FUND INSIGHTS

 

    The top three contributors to absolute performance during the year included information technology companies SK Hynix, Samsung Electronics and HPSP.

 

    The largest detractors to performance during the year included BGF Retail, a consumer staples company, Samsung SDI, an information technology company, and Pan Ocean, an industrials company.

 

    The top three contributors to relative performance, on a sector basis, were communication services and consumer discretionary due to stock selection and utilities due to zero allocation.

 

    The top three detractors to relative performance, on a sector basis were consumer staples due to an overweight allocation, industrials and energy due to stock selection.

 

 
PERFORMANCE AS OF DECEMBER 31, 2023  
 

 

    

 

      

 

     Average Annual Total Returns  
     3 months      1 Year      5 Years      10 Years      Since
Inception
     Inception
date
 
Korea Active ETF (NAV)1      10.92%        15.41%        4.71%        4.27%        5.84%        10/29/10  
Korea Active ETF (market price)      10.03%        13.62%        4.38%        4.11%        5.72%     
Korea Composite Stock Price Index2      13.57%        17.24%        4.31%        2.61%        3.37%     
MSCI Korea Index3      15.42%        23.59%        5.84%        3.62%        4.44%     

Performance assumes reinvestment of all dividends and/or distributions before taxes. All performance quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate with market conditions so that when sold, shares may be worth more or less than their original cost. For the Fund’s most recent month-end performance visit matthewsasia.com.

 

 

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT SINCE INCEPTION

 

LOGO

Plotted Monthly. The performance data and graph do not reflect the deduction of taxes that a shareholder would pay on dividends, capital gain distributions or redemption of Fund shares. Values are in US$.

 

  1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

  2

Korea Composite Stock Price Index performance data may be readjusted periodically by the Korea Exchange due to certain factors, including the declaration of dividends. It is not possible to invest directly in an index. Source: Index data from Korea Composite Stock Price Index and Bloomberg; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

 

  3

It is not possible to invest directly in an index. Source: Index data from Morgan Stanley Capital International; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

 

     matthewsasia.com | 833.228.5605      33  


Table of Contents

 

     
TOP TEN HOLDINGS4              
Name    Sector      % Net Assets  
Samsung Electronics Co., Ltd., Pfd.    Information Technology        13.1%  
SK Hynix, Inc.    Information Technology        6.3%  
Samsung Electronics Co., Ltd.    Information Technology        5.0%  
Samsung SDI Co., Ltd.    Information Technology        3.9%  
NAVER Corp.    Communication Services        3.6%  
BGF Retail Co., Ltd.    Consumer Staples        3.5%  
S-Oil Corp.    Energy        3.3%  
KT&G Corp.    Consumer Staples        3.1%  
Hyundai Mobis Co., Ltd.    Consumer Discretionary5        2.9%  
Samsung Fire & Marine Insurance Co., Ltd.    Financials        2.9%  
% OF ASSETS IN TOP 10           47.6%  

 

  4

Holdings may combine more than one security from same issuer and related depositary receipts.

 

   

COUNTRY ALLOCATION (%)5

     
South Korea     93.6  
Cash and Other Assets, Less Liabilities     6.4  
   
SECTOR ALLOCATION (%)5      
Information Technology     38.0  
Consumer Discretionary     10.8  
Consumer Staples     9.4  
Communication Services     8.6  
Financials     7.3  
Health Care     6.2  
Industrials     5.6  
Materials     4.4  
Energy     3.3  
Cash and Other Assets, Less Liabilities     6.4  

 

   
MARKET CAP EXPOSURE (%)5      
Mega Cap (over $25B)     43.9  
Large Cap ($10B-$25B)     9.4  
Mid Cap ($3B-10B)     20.5  
Small Cap (under $3B)     19.9  
Cash and Other Assets, Less Liabilities     6.4  
5

Source: FactSet Research Systems. Percentage values in data are rounded to the nearest tenth of one percent, so the values may not sum to 100% due to rounding. Country allocations and percentage values may be derived from different data sources and may not be consistent with other Fund literature.

 

34    Matthews Korea Active ETF     


Table of Contents

Matthews Korea Active ETF

December 31, 2023

Schedule of Investments

COMMON EQUITIES: 80.5%

 

     Shares     Value  
INFORMATION TECHNOLOGY: 24.9%    

Semiconductors & Semiconductor Equipment: 12.6%

 

 

SK Hynix, Inc.

    38,406       $4,219,620  

KoMiCo., Ltd.

    28,645       1,434,586  

Eugene Technology Co., Ltd.

    44,956       1,424,183  

LEENO Industrial, Inc.

    5,605       881,289  

HPSP Co., Ltd.

    14,089       479,698  
   

 

 

 
      8,439,376  
   

 

 

 
   

Electronic Equipment, Instruments & Components: 7.3%

 

 

Samsung SDI Co., Ltd.

    7,213       2,643,479  

Park Systems Corp.

    11,177       1,505,714  

Samsung Electro-Mechanics Co., Ltd.

    6,275       746,432  
   

 

 

 
      4,895,625  
   

 

 

 

Technology Hardware, Storage & Peripherals: 5.0%

 

 

Samsung Electronics Co., Ltd.

    55,089       3,357,781  
   

 

 

 

Total Information Technology

      16,692,782  
   

 

 

 
   
     
CONSUMER DISCRETIONARY: 10.8%    

Automobiles: 5.5%

   

Kia Corp.

    24,670       1,915,521  

Hyundai Motor Co.

    11,179       1,766,385  
   

 

 

 
      3,681,906  
   

 

 

 
   

Automobile Components: 3.4%

   

Hyundai Mobis Co., Ltd.

    10,674       1,964,235  

HL Mando Co., Ltd.

    11,319       345,836  
   

 

 

 
      2,310,071  
   

 

 

 
   

Broadline Retail: 1.9%

   

Coupang, Inc.a

    79,798       1,291,930  
   

 

 

 

Total Consumer Discretionary

      7,283,907  
   

 

 

 
   
     
CONSUMER STAPLES: 9.4%    

Consumer Staples Distribution & Retail: 3.5%

   

BGF Retail Co., Ltd.

    22,789       2,323,314  
   

 

 

 
   

Tobacco: 3.1%

   

KT&G Corp.

    31,283       2,110,795  
   

 

 

 
   

Food Products: 2.8%

   

Orion Corp.

    21,030       1,895,786  
   

 

 

 

Total Consumer Staples

      6,329,895  
   

 

 

 
   
     
COMMUNICATION SERVICES: 8.6%    

Interactive Media & Services: 4.9%

   

NAVER Corp.

    13,819       2,403,491  

Kakao Corp.

    21,539       908,120  
   

 

 

 
      3,311,611  
   

 

 

 

Wireless Telecommunication Services: 2.0%

   

SK Telecom Co., Ltd.

    33,655       1,309,197  
   

 

 

 
   

Diversified Telecommunication Services: 1.7%

   

KINX, Inc.

    14,964       1,158,406  
   

 

 

 

Total Communication Services

      5,779,214  
   

 

 

 
   
     
FINANCIALS: 7.3%    

Insurance: 2.9%

   

Samsung Fire & Marine Insurance Co., Ltd.

    9,566       1,953,458  
   

 

 

 
   
     Shares     Value  

Capital Markets: 2.2%

   

Macquarie Korea Infrastructure Fund

    153,319       $1,480,929  
   

 

 

 
   

Banks: 2.2%

   

KB Financial Group, Inc.

    35,095       1,474,213  
   

 

 

 

Total Financials

      4,908,600  
   

 

 

 
   
     
HEALTH CARE: 6.2%    

Life Sciences Tools & Services: 2.8%

   

Samsung Biologics Co., Ltd.a,b,c

    3,183       1,878,314  
   

 

 

 
   

Pharmaceuticals: 1.9%

   

Yuhan Corp.

    24,458       1,306,554  
   

 

 

 
   

Health Care Equipment & Supplies: 1.5%

   

InBody Co., Ltd.

    50,579       995,557  
   

 

 

 

Total Health Care

      4,180,425  
   

 

 

 
   
     
INDUSTRIALS: 5.6%    

Construction & Engineering: 2.4%

   

Samsung Engineering Co., Ltd.a

    72,760       1,638,357  
   

 

 

 
   

Machinery: 2.1%

   

Hyundai Mipo Dockyard Co., Ltd.

    21,043       1,387,181  
   

 

 

 
   

Marine Transportation: 1.1%

   

Pan Ocean Co., Ltd.

    256,269       743,198  
   

 

 

 

Total Industrials

      3,768,736  
   

 

 

 
   
     
MATERIALS: 4.4%    

Chemicals: 2.7%

   

LG Chem, Ltd.

    2,969       1,150,346  

PI Advanced Materials Co., Ltd.

    28,566       676,499  
   

 

 

 
      1,826,845  
   

 

 

 
   

Metals & Mining: 1.7%

   

Korea Zinc Co., Ltd.

    2,848       1,101,253  
   

 

 

 

Total Materials

      2,928,098  
   

 

 

 
   
     
ENERGY: 3.3%    

Oil, Gas & Consumable Fuels: 3.3%

   

S-Oil Corp.

    40,697       2,199,325  
   

 

 

 

Total Energy

      2,199,325  
   

 

 

 
   
     
TOTAL COMMON EQUITIES       54,070,982  
   

 

 

 

(Cost $48,809,246)

   
   
   

PREFERRED EQUITIES: 13.1%

   
     
INFORMATION TECHNOLOGY: 13.1%    

Technology Hardware, Storage & Peripherals: 13.1%

 

 

Samsung Electronics Co., Ltd., Pfd.

    182,506       8,828,421  
   

 

 

 

Total Information Technology

      8,828,421  
   

 

 

 
   
     
TOTAL PREFERRED EQUITIES       8,828,421  
   

 

 

 

(Cost $5,655,001)

   
   

 

     matthewsasia.com | 833.228.5605      35  


Table of Contents

Matthews Korea Active ETF

December 31, 2023

Schedule of Investments (continued)

SHORT-TERM INVESTMENTS: 5.2%

 

     Shares     Value  
MONEY MARKET FUNDS: 5.2%    

JPMorgan U.S. Government Money Market Fund, Capital Shares, 5.25%d

    3,455,324       $3,455,324  
   

 

 

 

(Cost $3,455,324)

   
   
     
TOTAL INVESTMENTS: 98.8%       66,354,727  

(Cost $57,919,571)

   
   
CASH AND OTHER ASSETS,
LESS LIABILITIES: 1.2%
      815,890  
   

 

 

 

NET ASSETS: 100.0%

      $67,170,617  
   

 

 

 
a

Non-income producing security.

 

b

Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. The security may be resold in transactions exempt from registration normally to qualified institutional buyers. The security has been determined to be liquid in accordance with procedures adopted by the Funds’ Board of Trustees. At December 31, 2023, the aggregate value is $1,878,314, which is 2.80% of net assets.

 

c

The securities may be resold to qualified foreign investors and foreign institutional buyers under Regulation S of the Securities Act of 1933.

 

d

Rate shown is the current yield as of December 31, 2023.

 

Pfd.

Preferred

See accompanying notes to financial statements.

 

36    Matthews Korea Active ETF     


Table of Contents

LOGO

 

PORTFOLIO MANAGERS

   

Robert Horrocks, PhD

  Kenneth Lowe, CFA

Lead Manager

  Lead Manager

Siddarth Bhargava

 

Winnie Chwang

Co-Manager

 

Co-Manager

Elli Lee

 

Co-Manager

 
FUND FACTS
Ticker   ADVE

CUSIP

  577130586

Inception Date

  09/21/23

Gross Expense Ratio

  0.79%

NAV (as of 12/31/23)

  $31.63

Market Price (as of 12/31/23)

  $31.69

# of Positions

  53

Net Assets

  $1.6 million

Portfolio Turnover

 

5.82%

Weight Average Market Cap

  $79.3 billion

Benchmark

 

MSCI AC Asia Pacific Index

   

OBJECTIVE

 

 

Total return with an emphasis on providing current income.

STRATEGY

 

 

Under normal circumstances, the Fund seeks to achieve its investment objective by investing at least 80% of its net assets, which include borrowings for investment purposes, in dividend-paying equity securities of companies located in Asia. Asia consists of all countries and markets in Asia, and includes developed, emerging and frontier countries and markets in the Asian region. The Fund may also invest in convertible debt and equity securities of companies located in Asia.

 

3

Holdings may combine more than one security from same issuer and related depositary receipts.

4

Not all countries where the Fund may invest are included in the benchmark index.

5

Source: FactSet Research Systems. Percentage values in data are rounded to the nearest tenth of one percent, so the values may not sum to 100% due to rounding. Country allocations and percentage values may be derived from different data sources and may not be consistent with other Fund literature.

Matthews Asia Dividend Active ETF (unaudited)

 

 
PERFORMANCE AS OF DECEMBER 31, 2023  
 

 

    

 

     Actual Return,
Not  Annualized
 
     3 months      Since
Inception
     Inception
date
 
Asia Dividend Active ETF (NAV)1      6.76%        5.83%        09/21/23  
Asia Dividend Active ETF (market price)      6.96%        6.03%     
MSCI AC Asia Pacific Index2      8.00%        6.91%     

 

  1

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the financial highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

 

  2

It is not possible to invest directly in an index. Source: Index data from Morgan Stanley Capital International; total return calculations performed by BNY Mellon Investment Servicing (US) Inc. Please see page 39 for index definition.

Performance assumes reinvestment of all dividends and/or distributions before taxes. All performance quoted represents past performance and is no guarantee of future results. Investment return and principal value will fluctuate with market conditions so that when sold, shares may be worth more or less than their original cost. For the Fund’s most recent month-end performance visit matthewsasia.com.

 

       
TOP TEN HOLDINGS3                   
Name    Sector    Country      % Net Assets  
Taiwan Semiconductor Manufacturing Co., Ltd. ADR    Information Technology    Taiwan        4.6%  
Keyence Corp.    Information Technology    Japan        2.8%  
HDFC Bank, Ltd. ADR    Financials    India        2.7%  
ITOCHU Corp.    Industrials    Japan        2.6%  
PT Bank Rakyat Indonesia Persero Tbk    Financials    Indonesia        2.4%  
Samsung Electronics Co., Ltd.    Information Technology    South Korea        2.4%  
ORIX Corp.    Financials    Japan        2.3%  
Tokio Marine Holdings, Inc.    Financials    Japan        2.2%  
AIA Group, Ltd.    Financials    Hong Kong        2.2%  
Suzuki Motor Corp.    Consumer Discretionary    Japan        2.2%  
% OF ASSETS IN TOP 10              26.4%  

 

   
COUNTRY ALLOCATION (%)4,5      
Japan     31.2  

China/Hong Kong

    25.1  
Australia     9.8  
Taiwan     8.5  
India     8.2  
South Korea     6.2  
Singapore     3.4  
Indonesia     2.4  
Thailand     1.6  
Vietnam     1.4  
Cash and Other Assets, Less Liabilities     2.1  
   
SECTOR ALLOCATION (%)5      
Financials     19.3  
Information Technology     18.3  
Consumer Discretionary     13.5  
Communication Services     10.3  
Consumer Staples     10.3  
Industrials     9.2  
Real Estate     4.8  
Materials     3.6  
Health Care     3.4  
Utilities     3.3  
Energy     1.9  
Cash and Other Assets, Less Liabilities     2.1  

 

   
MARKET CAP EXPOSURE (%)5      
Mega Cap (over $25B)     50.9  
Large Cap ($10B-$25B)     20.0  
Mid Cap ($3B-10B)     17.2  
Small Cap (under $3B)     9.9  
Cash and Other Assets, Less Liabilities     2.1  

 

     matthewsasia.com | 833.228.5605      37  


Table of Contents

Matthews Asia Dividend Active ETF

December 31, 2023

Schedule of Investmentsa

COMMON EQUITIES: 97.9%

 

     Shares     Value  
JAPAN: 31.2%    

Keyence Corp.

    100       $44,063  

ITOCHU Corp.

    1,000       40,907  

ORIX Corp.

    1,900       35,795  

Tokio Marine Holdings, Inc.

    1,400       35,045  

Suzuki Motor Corp.

    800       34,235  

Shin-Etsu Chemical Co., Ltd.

    800       33,576  

Nissin Foods Holdings Co., Ltd.

    900       31,415  

Ajinomoto Co., Inc.

    700       27,011  

Capcom Co., Ltd.

    800       25,853  

KDDI Corp.

    800       25,456  

GLP J-Reit

    25       24,915  

Disco Corp.

    100       24,812  

Bandai Namco Holdings, Inc.

    1,200       24,059  

Kakaku.com, Inc.

    1,900       23,531  

Nomura Research Institute, Ltd.

    800       23,271  

Toray Industries, Inc.

    4,400       22,880  

Hikari Tsushin, Inc.

    100       16,584  
   

 

 

 

Total Japan

      493,408  
   

 

 

 
   
     
CHINA/HONG KONG: 25.1%    

AIA Group, Ltd.

    4,000       34,859  

Tencent Holdings, Ltd.

    900       33,840  

Inner Mongolia Yili Industrial Group Co., Ltd. A Shares

    8,700       32,683  

Midea Group Co., Ltd. A Shares

    4,000       30,811  

NARI Technology Co., Ltd. A Shares

    9,100       28,525  

Link REIT

    4,900       27,517  

NetEase, Inc.

    1,500       27,009  

Wuliangye Yibin Co., Ltd. A Shares

    1,300       25,616  

Yum China Holdings, Inc.

    595       25,246  

JD.com, Inc. Class A

    1,700       24,492  

Minth Group, Ltd.

    12,000       24,250  

Techtronic Industries Co., Ltd.

    2,000       23,833  

Guangdong Investment, Ltd.

    32,000       23,277  

Yuexiu Transport Infrastructure, Ltd.

    40,000       21,771  

Milkyway Chemical Supply Chain Service Co., Ltd. A Shares

    1,800       13,451  
   

 

 

 

Total China/Hong Kong

      397,180  
   

 

 

 
   
     
AUSTRALIA: 9.9%    

Ampol, Ltd.

    1,216       29,995  

CSL, Ltd.

    153       29,926  

Breville Group, Ltd.

    1,370       25,455  

Lottery Corp., Ltd.

    7,598       25,093  

AUB Group, Ltd.

    1,273       24,104  

Treasury Wine Estates, Ltd.

    2,852       20,979  
   

 

 

 

Total Australia

      155,552  
   

 

 

 
   
     
TAIWAN: 8.5%    

Taiwan Semiconductor Manufacturing Co., Ltd. ADR

    700       72,800  

Chailease Holding Co., Ltd.

    5,000       31,443  

Delta Electronics, Inc.

    3,000       30,645  
   

 

 

 

Total Taiwan

      134,888  
   

 

 

 
   
     Shares     Value  
INDIA: 8.2%    

HDFC Bank, Ltd. ADR

    633       $42,481  

Tata Consultancy Services, Ltd.

    721       32,868  

Power Grid Corp. of India, Ltd.

    10,360       29,531  

Hindustan Unilever, Ltd.

    786       25,162  
   

 

 

 

Total India

      130,042  
   

 

 

 
   
     
SOUTH KOREA: 6.2%    

Samsung Electronics Co., Ltd.

    628       38,278  

Macquarie Korea Infrastructure Fund

    3,446       33,285  

SK Telecom Co., Ltd. ADR

    1,259       26,943  
   

 

 

 

Total South Korea

      98,506  
   

 

 

 
   
     
SINGAPORE: 3.4%    

United Overseas Bank, Ltd.

    1,400       30,195  

Capitaland India Trust

    26,900       23,247  
   

 

 

 

Total Singapore

      53,442  
   

 

 

 
   
     
INDONESIA: 2.4%    

PT Bank Rakyat Indonesia Persero Tbk

    103,300       38,410  
   

 

 

 

Total Indonesia

      38,410  
   

 

 

 
   
     
THAILAND: 1.6%    

Bangkok Dusit Medical Services Public Co., Ltd. F Shares

    30,500       24,595  
   

 

 

 

Total Thailand

      24,595  
   

 

 

 
   
     
VIETNAM: 1.4%    

FPT Corp.

    5,600       22,181  
   

 

 

 

Total Vietnam

      22,181  
   

 

 

 
   
     
TOTAL COMMON EQUITIES       1,548,204  
   

 

 

 

(Cost $1,464,701)

   
   

SHORT-TERM INVESTMENTS: 1.9%

   
     
MONEY MARKET FUNDS: 1.9%    

JPMorgan U.S. Government Money Market Fund, Capital Shares, 5.25%b

    30,049       30,049  
   

 

 

 

(Cost $30,049)

   
   
   
TOTAL INVESTMENTS: 99.8%

 

    1,578,253  

(Cost $1,494,750)

   
   
CASH AND OTHER ASSETS,
LESS LIABILITIES: 0.2%
      3,438  
   

 

 

 
   

NET ASSETS: 100.0%

 

    $1,581,691  
   

 

 

 

 

a

Certain securities were fair valued under the valuation policies approved by the Board of Trustees (Note 2-A).

 

b

Rate shown is the current yield as of December 31, 2023.

 

ADR

American Depositary Receipt

 

REIT

Real Estate Investment Trust

See accompanying notes to financial statements.

 

38    Matthews Asia Dividend Active ETF     


Table of Contents

Index Definitions

 

The MSCI Emerging Markets Index is a free float-adjusted market capitalization-weighted index of the stock markets of Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Kuwait, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Saudi Arabia, South Africa, South Korea, Taiwan, Thailand, Turkey and United Arab Emirates.

The MSCI Emerging Markets ex China Index is a free float-adjusted market capitalization-weighted index that captures large and mid cap representation across 23 of the 24 Emerging Markets (EM) countries excluding China: Brazil, Chile, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Kuwait, Malaysia, Mexico, Peru, Philippines, Poland, Qatar, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey and United Arab Emirates.

The MSCI All Country Asia ex Japan Index is a free float– adjusted market capitalization-weighted index of the stock markets of China, Hong Kong, India, Indonesia, Malaysia, Philippines, Singapore, South Korea, Taiwan and Thailand.

The MSCI All Country Asia Pacific Index is a free float–adjusted market capitalization–weighted index of the stock markets of Australia, China, Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, Philippines, Singapore, South Korea, Taiwan and Thailand.

The MSCI China Index is a free float–adjusted market capitalization-weighted index of Chinese equities that includes H shares listed on the Hong Kong exchange, B shares listed on

the Shanghai and Shenzhen ex-exchanges, and Hong Kong-listed securities known as Red Chips (issued by entities owned by national or local governments in China) and P Chips (issued by companies controlled by individuals in China and deriving substantial revenues in China), and foreign listings (e.g., ADRs).

The MSCI China All Shares Index captures large and mid-cap representation across China A shares, B shares, H shares, Red Chips (issued by entities owned by national or local governments in China), P Chips (issued by companies controlled by individuals in China and deriving substantial revenues in China), and foreign listings (e.g., ADRs). The index aims to reflect the opportunity set of China share classes listed in Hong Kong, Shanghai, Shenzhen and outside of China.

The S&P Bombay Stock Exchange 100 (S&P BSE 100) Index is a free float–adjusted market capitalization–weighted index of 100 stocks listed on the Bombay Stock Exchange.

The MSCI India Index is a free float-adjusted market capitalization-weighted index of Indian equities listed in India.

The MSCI Japan Index is a free float–adjusted market capitalization–weighted index of Japanese equities listed in Japan.

The Korea Composite Stock Price Index (KOSPI) is a market capitalization-weighted index of all common stocks listed on the Korea Stock Exchange.

The MSCI Korea Index is a free float-adjusted market capitalization-weighted index of Korean equities listed in Korea.

 

     matthewsasia.com | 833.228.5605      39  


Table of Contents

Disclosures

 

Fund Holdings: The Fund holdings shown in this report are as of December 31, 2023. Holdings are subject to change at any time, so holdings shown in this report may not reflect current Fund holdings. The Funds file complete schedules of portfolio holdings with the Securities and Exchange Commission (the “SEC”) for the first and third quarters of each fiscal year on Form N-PORT. The Funds’ Form N-PORTs are available on the SEC’s website at www.sec.gov. Complete schedules of investments are also available without charge, upon request, from the Funds by calling us at 833.228.5605.

Proxy Voting Record: The Funds’ Statement of Additional Information containing a description of the policies and procedures that the Funds have used to vote proxies relating to portfolio securities, along with each Fund’s proxy voting record relating

to portfolio securities held during the most recent 12-month period ended June 30, is available upon request, at no charge, at the Funds’ website at matthewsasia.com or by calling 833.228.5605, or on the SEC’s website at www.sec.gov.

Shareholder Reports and Prospectuses: To reduce the Funds’ expenses, we try to identify related shareholders in a household and send only one copy of the Funds’ prospectus and financial reports to that address. This process, called “householding,” will continue indefinitely unless you instruct us otherwise. At any time you may view the Funds’ current prospectus, summary prospectus and financial reports on our website. If you prefer to receive individual copies of the Funds’ prospectus or financial reports, please call us at 833.228.5605.

Disclosure of Fund Expenses (unaudited)

 

We believe it is important for you to understand the impact of fees regarding your investment. All ETFs have operating expenses. As a shareholder of an ETF, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of the fund. A fund’s operating expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing fees (in dollars) of investing in your fund and to compare these costs with those of other ETFs. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

This table illustrates your fund’s costs in two ways:

Actual Fund Return: This section helps you to estimate the actual operating expenses, after any applicable fee waivers, that you paid over the period. The “Ending Account Value” shown is derived from the fund’s actual return for the past six month period, the “Expense Ratio” column shows the period’s annualized expense ratio, and the “Operating Expenses Paid During Period” column shows the dollar amount that would have been paid by an investor who started with $1,000 in the fund at the beginning of the period. You may use the information here, together with your account value, to estimate the expenses that you paid over the period. To do so, simply divide your account value by $1,000 (for example, an

$8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your fund in the first line under the heading entitled “Operating Expenses Paid During Period.”

Hypothetical 5% Return: This section is intended to help you compare your fund’s costs with those of other ETFs. It assumes that the fund had an annual return of 5% before operating expenses, but that the expense ratio is unchanged. In this case, because the return used is not the fund’s actual return, the results do not apply to your investment. This example is useful in making comparisons to other ETFs because the Securities and Exchange Commission requires all registered funds to calculate expenses based on an assumed 5% annual return. You can assess your fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Please note that the operating expenses shown in the table are meant to highlight and help you compare your ongoing costs only and do not reflect any transactional costs. You may pay brokerage commissions on your purchases and sales of fund shares, which are not reflected in the table.

Matthews Asia Funds does not charge any sales loads, exchange fees, or 12b-1 fees, but these may be present in other funds to which you compare this data. Therefore, the hypothetical portions of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

 

40    MATTHEWS ASIA FUNDS     


Table of Contents

December 31, 2023

Disclosure of Fund Expenses (unaudited) (continued)

 

   

 

 
    

Beginning

Account

Value

7/1/23

    

Ending

Account

Value

12/31/23

    

Expense

Ratio

    

Operating

Expenses

Paid During

Period

7/1/23–

12/31/231

 
                                    

Matthews Emerging Markets Equity Active ETF

          

Actual Fund Return

    $1,000.00        $1,022.20        0.79%        $4.03  

Hypothetical 5% Returns

    $1,000.00        $1,021.22        0.79%        $4.02  

Matthews Emerging Markets ex China Active ETF

          

Actual Fund Return

    $1,000.00        $1,053.20        0.79%        $4.09  

Hypothetical 5% Returns

    $1,000.00        $1,021.22        0.79%        $4.02  

Matthews Emerging Markets Sustainable Future Active ETF2

          

Actual Fund Return

    $1,000.00        $1,029.80        0.79%        $2.22  

Hypothetical 5% Returns

    $1,000.00        $1,021.22        0.79%        $4.02  

Matthews Pacific Tiger Active ETF2

          

Actual Fund Return

    $1,000.00        $1,014.40        0.79%        $2.20  

Hypothetical 5% Returns

    $1,000.00        $1,021.22        0.79%        $4.02  

Matthews Asia Innovators Active ETF

          

Actual Fund Return

    $1,000.00        $1,010.50        0.79%        $4.00  

Hypothetical 5% Returns

    $1,000.00        $1,021.22        0.79%        $4.02  

Matthews China Active ETF

          

Actual Fund Return

    $1,000.00        $934.80        0.79%        $3.85  

Hypothetical 5% Returns

    $1,000.00        $1,021.22        0.79%        $4.02  

Matthews India Active ETF2

          

Actual Fund Return

    $1,000.00        $1,080.00        0.79%        $2.27  

Hypothetical 5% Returns

    $1,000.00        $1,021.22        0.79%        $4.02  

Matthews Japan Active ETF2

          

Actual Fund Return

    $1,000.00        $1,057.90        0.79%        $2.25  

Hypothetical 5% Returns

    $1,000.00        $1,021.22        0.79%        $4.02  

Matthews Korea Active ETF

          

Actual Fund Return

    $1,000.00        $1,057.50        0.84%        $4.36  

Hypothetical 5% Returns

    $1,000.00        $1,020.97        0.84%        $4.28  

Matthews Asia Dividend Active ETF2

          

Actual Fund Return

    $1,000.00        $1,058.30        0.79%        $2.25  

Hypothetical 5% Returns

    $1,000.00        $1,021.22        0.79%        $4.02  

 

1

Operating expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 184 days, then divided by 365.

 

2

The Fund commenced operations on September 21, 2023. Operating expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by 101 days, then divided by 365. The hypothetical expense example is based on the half-year period beginning July 1, 2023, as required by the SEC.

 

     matthewsasia.com | 833.228.5605      41  


Table of Contents

Statements of Assets and Liabilities

December 31, 2023

 

        Matthews Emerging
Markets Equity
Active ETF
       Matthews Emerging
Markets ex China
Active ETF
       Matthews Emerging
Markets Sustainable
Future Active ETF
       Matthews Pacific Tiger
Active ETF
 

ASSETS:

                   

Investments at value (A) (Note 2-A):

                   

Unaffiliated issuers

       $55,493,230          $8,812,806          $14,173,612          $83,393,180  

Cash

       399,606          19,969          39          19,118  

Segregated foreign currency at value

       159,335                   5,238          53  

Foreign currency at value (B)

       20,612          11          3          936,687  

Dividends and interest receivable

       95,727          18,429          5,398          89,948  

Receivable for securities sold

                                  946,556  

Receivable for capital shares sold

       1,508                            11,186  

Other receivable

       30,027          1,033                    

TOTAL ASSETS

       56,200,045          8,852,248          14,184,290          85,396,728  

LIABILITIES:

                   

Payable for securities purchased

       186,681                            5,448,769  

Deferred foreign capital gains tax liability (Note 2-C)

       70,495          14,334          22,457          118,545  

Due to Advisor (Note 4)

       35,856          5,780          7,234          39,796  

Accrued other expenses payable

                845                   467  

TOTAL LIABILITIES

       293,032          20,959          29,691          5,607,577  

NET ASSETS

       $55,907,013          $8,831,289          $14,154,599          $79,789,151  

SHARES OUTSTANDING:

                   

(shares of beneficial interest issued and outstanding, respectively, unlimited number of shares authorized with a $0.001 par value)

       1,980,000          320,000          550,000          3,150,000  

Net asset value, offering price and redemption price

       28.24          27.60          25.74          25.33  

NET ASSETS CONSISTS OF:

                   

Capital paid-in

       $54,698,406          $8,191,671          $13,578,322          $77,678,654  

Total distributable earnings/(accumulated loss)

       1,208,607          639,618          576,277          2,110,497  

NET ASSETS

       $55,907,013          $8,831,289          $14,154,599          $79,789,151  

(A) Investments at cost:

                   

Unaffiliated Issuers

       $52,473,588          $7,991,444          $13,549,125          $80,395,476  

(B) Foreign Currency at Cost

       $20,611          $11          $3          $936,688  

 

See accompanying notes to financial statements.

 

42    MATTHEWS ASIA FUNDS     


Table of Contents

Statements of Assets and Liabilities (continued)

December 31, 2023

 

        Matthews Asia
Innovators Active ETF
       Matthews China
Active ETF
       Matthews India
Active ETF
 

ASSETS:

              

Investments at value (A) (Note 2-A):

              

Unaffiliated issuers

       $83,595,032          $21,719,520          $5,983,096  

Cash

       68,525          24           

Segregated foreign currency at value

       2,341          94           

Foreign currency at value (B)

       1,245                   61,462  

Dividends and interest receivable

       105,047          31,536          126  

Receivable for securities sold

       6,221,332                    

Other receivable

       2,728          421           

TOTAL ASSETS

       89,996,250          21,751,595          6,044,684  

LIABILITIES:

              

Cash overdraft

                         11,816  

Payable for securities purchased

       4,801,837          4           

Deferred foreign capital gains tax liability (Note 2-C)

       322,955                   89,031  

Due to Advisor (Note 4)

       56,009          14,391          3,924  

Accrued other expenses payable

       6,046                    

TOTAL LIABILITIES

       5,186,847          14,395          104,771  

NET ASSETS

       $84,809,403          $21,737,200          $5,939,913  

SHARES OUTSTANDING:

              

(shares of beneficial interest issued and outstanding, respectively, unlimited number of shares authorized with a $0.001 par value)

       3,600,000          1,140,000          220,000  

Net asset value, offering price and redemption price

       23.56          19.07          27.00  

NET ASSETS CONSISTS OF:

              

Capital paid-in

       $94,719,839          $30,738,744          $5,563,942  

Total distributable earnings/(accumulated loss)

       (9,910,436        (9,001,544        375,971  

NET ASSETS

       $84,809,403          $21,737,200          $5,939,913  

(A) Investments at cost:

              

Unaffiliated Issuers

       $71,395,881          $28,283,100          $5,499,236  

(B) Foreign Currency at Cost

       $1,245          $—          $61,462  

 

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      43  


Table of Contents

Statements of Assets and Liabilities (continued)

December 31, 2023

 

        Matthews Japan
Active ETF
       Matthews Korea
Active ETF
       Matthews Asia Dividend
Active ETF
 

ASSETS:

              

Investments at value (A) (Note 2-A):

              

Unaffiliated issuers

       $1,052,495          $66,354,727          $1,578,253  

Cash

                41,361          2,167  

Segregated foreign currency at value

                         2,344  

Foreign currency at value (B)

                         816  

Dividends and interest receivable

       401          808,713          1,458  

Receivable for securities sold

                517,537           

Receivable for capital shares sold

                4,064           

Other receivable

       313          8,099          163  

TOTAL ASSETS

       1,053,209          67,734,501          1,585,201  

LIABILITIES:

              

Payable for securities purchased

                479,369          1,049  

Deferred foreign capital gains tax liability (Note 2-C)

                         1,432  

Due to Advisor (Note 4)

       688          43,154          1,029  

Other liabilities

                41,361           

TOTAL LIABILITIES

       688          563,884          3,510  

NET ASSETS

       $1,052,521          $67,170,617          $1,581,691  

SHARES OUTSTANDING:

              

(shares of beneficial interest issued and outstanding, respectively, unlimited number of shares authorized with a $0.001 par value)

       40,000          2,553,223 1         50,000  

Net asset value, offering price and redemption price

       26.31          26.31          31.63  

NET ASSETS CONSISTS OF:

              

Capital paid-in

       $1,000,000          $57,782,663          $1,500,000  

Total distributable earnings/(accumulated loss)

       52,521          9,387,954          81,691  

NET ASSETS

       $1,052,521          $67,170,617          $1,581,691  

(A) Investments at cost:

              

Unaffiliated Issuers

       $975,593          $57,919,571          $1,494,750  

(B) Foreign Currency at Cost

       $—          $—          $816  

 

1

The Matthews Korea Active ETF acquired all assets and liabilities of the Matthews Korea Fund (the “Predecessor Fund”) in a reorganization that occurred on July 14, 2023. The performance and financial history of the Predecessor Fund’s Institutional Class have been adopted by the Matthews Korea Active ETF. (See Note 1).

 

See accompanying notes to financial statements.

 

44    MATTHEWS ASIA FUNDS     


Table of Contents

Statements of Operations

Period Ended December 31, 2023

 

        Matthews Emerging
Markets Equity
Active ETF
       Matthews Emerging
Markets ex China
Active ETF1
       Matthews Emerging
Markets Sustainable
Future Active ETF2
       Matthews Pacific Tiger
Active ETF2
 

INVESTMENT INCOME:

                   

Dividends—Unaffiliated Issuers

       $1,125,766          $146,415          $13,779          $119,615  

Interest

       26,630          5,037          1,531          40,832  

Foreign withholding tax

       (95,855        (14,270        (2,165        (17,203

TOTAL INVESTMENT INCOME

       1,056,541          137,182          13,145          143,244  

EXPENSES:

                   

Investment advisory fees (Note 4)

       343,630          41,746          12,124          71,197  

Other expenses

       108                             

TOTAL EXPENSES

       343,738          41,746          12,124          71,197  

NET INVESTMENT INCOME (LOSS)

       712,803          95,436          1,021          72,047  
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FOREIGN CAPITAL GAINS TAXES:                    

Net realized gain (loss) on investments—Unaffiliated Issuers

       (1,663,985        (156,823        (1,183        (775,477

Net realized gain (loss) on in-kind redemptions—Unaffiliated Issuers

       316,892                             

Net realized gain (loss) on foreign currency related transactions

       (1,155,971        (5,929        (22,526        (5,805

Net change in unrealized appreciation/depreciation on investments—Unaffiliated Issuers

       2,995,674          821,362          624,487          2,997,704  

Net change in deferred foreign capital gains taxes on unrealized appreciation/depreciation

       (70,322        (14,334        (22,457        (118,544

Net change in unrealized appreciation/depreciation on foreign currency related translations

       2,588          140          48          (869

Net realized and unrealized gain (loss) on investments, foreign currency related transactions, and foreign capital gains taxes

       424,876          644,416          578,369          2,097,009  

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

       $1,137,679          $739,852          $579,390          $2,169,056  

 

1

The Fund commenced operations on January 10, 2023.

2

The Fund commenced operations on September 21, 2023.

 

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      45  


Table of Contents

Statements of Operations (continued)

Period Ended December 31, 2023

 

        Matthews Asia
Innovators Active ETF
       Matthews China
Active ETF
       Matthews India
Active ETF1
 

INVESTMENT INCOME:

              

Dividends—Unaffiliated Issuers

       $1,499,531          $580,422          $4,188  

Interest

       95,048          25,302          460  

Foreign withholding tax

       (179,932        (42,630        (998

TOTAL INVESTMENT INCOME

       1,414,647          563,094          3,650  

EXPENSES:

              

Investment advisory fees (Note 4)

       950,400          229,548          6,902  

NET INVESTMENT INCOME (LOSS)

       464,247          333,546          (3,252
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FOREIGN CAPITAL GAINS TAXES:               

Net realized gain (loss) on investments—Unaffiliated Issuers

       (19,889,407        (2,385,266        (6,588

Net realized gain (loss) on in-kind redemptions—Unaffiliated Issuers

       2,501,220          (195,202         

Net realized gain (loss) on foreign currency related transactions

       (278,659        (8,258        (9,018

Net change in unrealized appreciation/depreciation on investments—Unaffiliated Issuers

       9,905,585          (7,009,584        483,860  

Net change in deferred foreign capital gains taxes on unrealized appreciation/depreciation

       (326,321                 (89,031

Net change in unrealized appreciation/depreciation on foreign currency related translations

       (1,996        (570         

Net realized and unrealized gain (loss) on investments, foreign currency related transactions, and foreign capital gains taxes

       (8,089,578        (9,598,880        379,223  

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

       ($7,625,331        ($9,265,334        $375,971  

 

1

The Fund commenced operations on September 21, 2023. 

 

See accompanying notes to financial statements.

 

46    MATTHEWS ASIA FUNDS     


Table of Contents

Statements of Operations (continued)

Period Ended December 31, 2023

 

        Matthews Japan
Active ETF1
       Matthews Korea
Active ETF2
       Matthews Asia
Dividend Active ETF1
 

INVESTMENT INCOME:

              

Dividends—Unaffiliated Issuers

       $7,819          $1,475,836          $9,333  

Interest

       872          79,071          1,046  

Foreign withholding tax

       (902        (228,323        (1,110

TOTAL INVESTMENT INCOME

       7,789          1,326,584          9,269  

EXPENSES:

              

Investment advisory fees (Note 4)

       2,153          502,279          3,272  

Administration and accounting fees (Note 4)

                3,124           

Administration and shareholder servicing fees (Note 4)

                66,964           

Accounting out-of-pocket fees

                16,254           

Custodian fees

                24,399           

Printing fees

                17,240           

Intermediary service fees (Note 4)

                34,044           

Professional fees

                24,364           

Registration fees

                36,123           

Transfer agent fees

                17,667           

Trustee fees

                7,280           

Other expenses

                30,147           

TOTAL EXPENSES

       2,153          779,885          3,272  

NET INVESTMENT INCOME (LOSS)

       5,636          546,699          5,997  
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FOREIGN CAPITAL GAINS TAXES:               

Net realized gain (loss) on investments—Unaffiliated Issuers

       (24,334        5,109,934          353  

Net realized gain (loss) on in-kind redemptions—Unaffiliated Issuers

                21,103           

Net realized gain (loss) on foreign currency related transactions

       (317        (8,632        (993

Net change in unrealized appreciation/depreciation on investments—Unaffiliated Issuers

       76,902          4,454,389          83,503  

Net change in deferred foreign capital gains taxes on unrealized appreciation/depreciation

                         (1,433

Net change in unrealized appreciation/depreciation on foreign currency related translations

       12          (2,020        82  

Net realized and unrealized gain (loss) on investments, foreign currency related transactions, and foreign capital gains taxes

       52,263          9,574,774          81,512  

NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS

       $57,899          $10,121,473          $87,509  

 

1

The Fund commenced operations on September 21, 2023.

2

The Matthews Korea Active ETF acquired all assets and liabilities of the Matthews Korea Fund (the “Predecessor Fund”) in a reorganization that occurred on July 14, 2023. The performance and financial history of the Predecessor Fund’s Institutional Class have been adopted by the Matthews Korea Active ETF. As a result, the information prior to July 14, 2023 reflects that of the Predecessor Fund. The Predecessor Fund ceased operations as of the date of the reorganization. (See Note 1).

 

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      47  


Table of Contents

Statements of Changes in Net Assets

 

MATTHEWS EMERGING MARKETS EQUITY ACTIVE ETF      Year Ended
December 31, 2023
     For the Period Ended
December 31, 20221
 

OPERATIONS:

       

Net investment income (loss)

       $712,803        $31,792  

Net realized gain (loss) on investments, in-kind redemptions and foreign currency related transactions

       (2,503,064      (47,523

Net change in unrealized appreciation/depreciation on investments and foreign currency related translations

       2,998,262        23,964  

Net change on foreign capital gains taxes on unrealized appreciation/depreciation

       (70,322      (173

Net increase (decrease) in net assets resulting from operations

       1,137,679        8,060  

DISTRIBUTIONS TO SHAREHOLDERS:

       

Net decrease in net assets resulting from distributions

       (5,917      (28,090

CAPITAL SHARE TRANSACTIONS (net) (Note 3)

       48,471,365        6,323,916  

Total increase (decrease) in net assets

       49,603,127        6,303,886  

NET ASSETS:

       

Beginning of period

       6,303,886         

End of period

       $55,907,013        $6,303,886  

1   The Fund commenced operations on July 13, 2022.

       
MATTHEWS EMERGING MARKETS EX CHINA ACTIVE ETF              For the Period Ended
December 31, 20231
 

OPERATIONS:

       

Net investment income (loss)

          $95,436  

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

          (162,752

Net change in unrealized appreciation/depreciation on investments and foreign currency related translations

          821,502  

Net change on foreign capital gains taxes on unrealized appreciation/depreciation

                (14,334

Net increase (decrease) in net assets resulting from operations

                739,852  

DISTRIBUTIONS TO SHAREHOLDERS:

       

Net decrease in net assets resulting from distributions

                (100,234

CAPITAL SHARE TRANSACTIONS (net) (Note 3)

                8,191,671  

Total increase (decrease) in net assets

                8,831,289  

NET ASSETS:

       

Beginning of period

                 

End of period

                $8,831,289  

1   The Fund commenced operations on January 10, 2023.

       
MATTHEWS EMERGING MARKETS SUSTAINABLE FUTURE ACTIVE ETF              For the Period Ended
December 31, 20231
 

OPERATIONS:

       

Net investment income (loss)

          $1,021  

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

          (23,709

Net change in unrealized appreciation/depreciation on investments and foreign currency related translations

          624,535  

Net change on foreign capital gains taxes on unrealized appreciation/depreciation

                (22,457

Net increase (decrease) in net assets resulting from operations

                579,390  

DISTRIBUTIONS TO SHAREHOLDERS:

       

Net decrease in net assets resulting from distributions

                (3,113

CAPITAL SHARE TRANSACTIONS (net) (Note 3)

                13,578,322  

Total increase (decrease) in net assets

                14,154,599  

NET ASSETS:

       

Beginning of period

                 

End of period

                $14,154,599  

 

1

The Fund commenced operations on September 21, 2023.

 

See accompanying notes to financial statements.

 

48    MATTHEWS ASIA FUNDS     


Table of Contents

Statements of Changes in Net Assets (continued)

 

MATTHEWS PACIFIC TIGER ACTIVE ETF              For the Period Ended
December 31, 20231
 

OPERATIONS:

       

Net investment income (loss)

          $72,047  

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

          (781,282

Net change in unrealized appreciation/depreciation on investments and foreign currency related translations

          2,996,835  

Net change on foreign capital gains taxes on unrealized appreciation/depreciation

                (118,544

Net increase (decrease) in net assets resulting from operations

                2,169,056  

DISTRIBUTIONS TO SHAREHOLDERS:

       

Net decrease in net assets resulting from distributions

                (58,559

CAPITAL SHARE TRANSACTIONS (net) (Note 3)

                77,678,654  

Total increase (decrease) in net assets

                79,789,151  

NET ASSETS:

       

Beginning of period

                 

End of period

                $79,789,151  

1   The Fund commenced operations on September 21, 2023.

       
MATTHEWS ASIA INNOVATORS ACTIVE ETF     

Year Ended
December 31, 2023

     For the Period Ended
December 31, 20221
 

OPERATIONS:

       

Net investment income (loss)

       $464,247        ($34,351

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

       (17,666,846      (1,392,598

Net change in unrealized appreciation/depreciation on investments and foreign currency related translations

       9,903,589        2,293,574  

Net change on foreign capital gains taxes on unrealized appreciation/depreciation

       (326,321       

Net increase (decrease) in net assets resulting from operations

       (7,625,331      866,625  

DISTRIBUTIONS TO SHAREHOLDERS:

       

Net decrease in net assets resulting from distributions

       (841,608       

CAPITAL SHARE TRANSACTIONS (net) (Note 3)

       (12,162,685      104,572,402  

Total increase (decrease) in net assets

       (20,629,624      105,439,027  

NET ASSETS:

       

Beginning of period

       105,439,027         

End of period

       $84,809,403        $105,439,027  

1   The Fund commenced operations on July 13, 2022.

       
MATTHEWS CHINA ACTIVE ETF     

Year Ended
December 31, 2023

     For the Period Ended
December 31, 20221
 

OPERATIONS:

       

Net investment income (loss)

       $333,546        ($4,643

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

       (2,588,726      (47,731

Net change in unrealized appreciation/depreciation on investments and foreign currency related translations

       (7,010,154      446,556  

Net increase (decrease) in net assets resulting from operations

       (9,265,334      394,182  

DISTRIBUTIONS TO SHAREHOLDERS:

       

Net decrease in net assets resulting from distributions

       (350,744       

CAPITAL SHARE TRANSACTIONS (net) (Note 3)

       21,254,398        9,704,698  

Total increase (decrease) in net assets

       11,638,320        10,098,880  

NET ASSETS:

       

Beginning of period

       10,098,880         

End of period

       $21,737,200        $10,098,880  

 

1

The Fund commenced operations on July 13, 2022.

 

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      49  


Table of Contents

Statements of Changes in Net Assets (continued)

 

MATTHEWS INDIA ACTIVE ETF              For the Period Ended
December 31, 20231
 

OPERATIONS:

       

Net investment income (loss)

          ($3,252

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

          (15,606

Net change in unrealized appreciation/depreciation on investments and foreign currency related translations

          483,860  

Net change on foreign capital gains taxes on unrealized appreciation/depreciation

                (89,031

Net increase (decrease) in net assets resulting from operations

                375,971  

CAPITAL SHARE TRANSACTIONS (net) (Note 3)

                5,563,942  

Total increase (decrease) in net assets

                5,939,913  

NET ASSETS:

       

Beginning of period

                 

End of period

                $5,939,913  

1   The Fund commenced operations on September 21, 2023.

       
MATTHEWS JAPAN ACTIVE ETF              For the Period Ended
December 31, 20231
 

OPERATIONS:

       

Net investment income (loss)

          $5,636  

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

          (24,651

Net change in unrealized appreciation/depreciation on investments and foreign currency related translations

                76,914  

Net increase (decrease) in net assets resulting from operations

                57,899  

DISTRIBUTIONS TO SHAREHOLDERS:

       

Net decrease in net assets resulting from distributions

                (5,378

CAPITAL SHARE TRANSACTIONS (net) (Note 3)

                1,000,000  

Total increase (decrease) in net assets

                1,052,521  

NET ASSETS:

       

Beginning of period

                 

End of period

                $1,052,521  

1   The Fund commenced operations on September 21, 2023.

       
MATTHEWS KOREA ACTIVE ETF1      Year Ended
December 31, 2023
     Year Ended
December 31, 2022
 

OPERATIONS:

       

Net investment income (loss)

       $546,699        $1,080,067  

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

       5,122,405        (3,280,646

Net change in unrealized appreciation/depreciation on investments and foreign currency related translations

       4,452,369        (31,168,278

Net increase (decrease) in net assets resulting from operations

       10,121,473        (33,368,857

DISTRIBUTIONS TO SHAREHOLDERS:

       

Investor Class

              (7,639,996

Institutional Class/Fund

       (1,077,132      (968,596

Net decrease in net assets resulting from distributions

       (1,077,132      (8,608,592

CAPITAL SHARE TRANSACTIONS (net) (Note 3)

       (21,896,480      (10,938,083

Total increase (decrease) in net assets

       (12,852,139      (52,915,532

NET ASSETS:

       

Beginning of period

       80,022,756        132,938,288  

End of period

       $67,170,617        $80,022,756  

 

1

The Matthews Korea Active ETF acquired all assets and liabilities of the Matthews Korea Fund (the “Predecessor Fund”) in a reorganization that occurred on July 14, 2023. The performance and financial history of the Predecessor Fund’s Institutional Class have been adopted by the Matthews Korea Active ETF. As a result, the information prior to July 14, 2023 reflects that of the Predecessor Fund. The Predecessor Fund ceased operations as of the date of the reorganization. (See Note 1).

 

See accompanying notes to financial statements.

 

50    MATTHEWS ASIA FUNDS     


Table of Contents

Statements of Changes in Net Assets (continued)

 

MATTHEWS ASIA DIVIDEND ACTIVE ETF                For the Period Ended
December 31, 20231
 

OPERATIONS:

         

Net investment income (loss)

            $5,997  

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

            (640

Net change in unrealized appreciation/depreciation on investments and foreign currency related translations

            83,585  

Net change on foreign capital gains taxes on unrealized appreciation/depreciation

                  (1,433

Net increase (decrease) in net assets resulting from operations

                  87,509  

DISTRIBUTIONS TO SHAREHOLDERS:

         

Net decrease in net assets resulting from distributions

                  (5,818

CAPITAL SHARE TRANSACTIONS (net) (Note 3)

                  1,500,000  

Total increase (decrease) in net assets

                  1,581,691  

NET ASSETS:

         

Beginning of period

                   

End of period

                  $1,581,691  

 

1

The Fund commenced operations on September 21, 2023.

 

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      51  


Table of Contents

Financial Highlights

 

Matthews Emerging Markets Equity Active ETF

The table below sets forth financial data for a share of beneficial interest outstanding throughout each period presented.

 

      Year Ended
Dec. 31, 2023
    Period Ended
Dec. 31, 20221
 

Net Asset Value, beginning of Period

     $26.27       $25.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

    

Net investment income (loss)2

     0.44       0.23  

Net realized gain (loss) and unrealized appreciation/depreciation on investments, foreign currency related transactions and foreign capital gains taxes

     1.53       1.18  

Total from investment operations

     1.97       1.41  

LESS DISTRIBUTIONS FROM:

    

Net investment income

     3       (0.14

Net Asset Value, end of Period

     $28.24       $26.27  

TOTAL RETURN

     7.51%       5.63% 4 

RATIOS/SUPPLEMENTAL DATA

    

Net assets, end of Period (in 000’s)

     $55,907       $6,304  

Ratio of expenses to average net assets (Note 4)

     0.79%       0.79% 5  

Ratio of net investment income (loss) to average net assets

     1.64%       1.93% 5  

Portfolio turnover

     54.86%       15.47% 4 

 

1

The Fund commenced operations on July 13, 2022.

2

Calculated using the average daily shares method.

3

Less than $0.01 per share.

4

Not annualized.

5

Annualized.

 

See accompanying notes to financial statements.

 

52    MATTHEWS ASIA FUNDS     


Table of Contents

Financial Highlights (continued)

 

Matthews Emerging Markets ex China Active ETF

The table below sets forth financial data for a share of beneficial interest outstanding throughout the period presented.

 

      Period Ended
Dec. 31, 20231
 

Net Asset Value, beginning of Period

     $25.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

  

Net investment income (loss)2

     0.45  

Net realized gain (loss) and unrealized appreciation/depreciation on investments and foreign currency related transactions

     2.46  

Total from investment operations

     2.91  

LESS DISTRIBUTIONS FROM:

  

Net investment income

     (0.31

Net Asset Value, end of Period

     $27.60  

TOTAL RETURN

     11.68% 3 

RATIOS/SUPPLEMENTAL DATA

  

Net assets, end of Period (in 000’s)

     $8,831  

Ratio of expenses to average net assets (Note 4)

     0.79% 4  

Ratio of net investment income (loss) to average net assets

     1.81% 4  

Portfolio turnover

     28.64% 3 

 

1

The Fund commenced operations on January 10, 2023.

2

Calculated using the average daily shares method.

3

Not annualized.

4

Annualized.

 

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      53  


Table of Contents

Financial Highlights (continued)

 

Matthews Emerging Markets Sustainable Future Active ETF

The table below sets forth financial data for a share of beneficial interest outstanding throughout the period presented.

 

      Period Ended
Dec. 31, 20231
 

Net Asset Value, beginning of Period

     $25.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

  

Net investment income (loss)2

     3  

Net realized gain (loss) and unrealized appreciation/depreciation on investments and foreign currency related transactions

     0.75  

Total from investment operations

     0.75  

LESS DISTRIBUTIONS FROM:

  

Net investment income

     (0.01

Net Asset Value, end of Period

     $25.74  

TOTAL RETURN

     2.98% 4  

RATIOS/SUPPLEMENTAL DATA

  

Net assets, end of Period (in 000’s)

     $14,155  

Ratio of expenses to average net assets (Note 4)

     0.79% 5  

Ratio of net investment income (loss) to average net assets

     0.07% 5  

Portfolio turnover

     0.37% 4 

 

1

The Fund commenced operations on September 21, 2023.

2

Calculated using the average daily shares method.

3

Less than $0.01 per share.

4

Not annualized.

5

Annualized.

 

See accompanying notes to financial statements.

 

54    MATTHEWS ASIA FUNDS     


Table of Contents

Financial Highlights (continued)

 

Matthews Pacific Tiger Active ETF

The table below sets forth financial data for a share of beneficial interest outstanding throughout the period presented.

 

      Period Ended
Dec. 31, 20231
 

Net Asset Value, beginning of Period

     $25.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

  

Net investment income (loss)2

     0.05  

Net realized gain (loss) and unrealized appreciation/depreciation on investments and foreign currency related transactions

     0.31  

Total from investment operations

     0.36  

LESS DISTRIBUTIONS FROM:

  

Net investment income

     (0.03

Net Asset Value, end of Period

     $25.33  

TOTAL RETURN

     1.44% 3  

RATIOS/SUPPLEMENTAL DATA

  

Net assets, end of Period (in 000’s)

     $79,789  

Ratio of expenses to average net assets (Note 4)

     0.79% 4  

Ratio of net investment income (loss) to average net assets

     0.80% 4  

Portfolio turnover

     12.07% 3 

 

1

The Fund commenced operations on September 21, 2023.

2

Calculated using the average daily shares method.

3

Not annualized.

4

Annualized.

 

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      55  


Table of Contents

Financial Highlights (continued)

 

Matthews Asia Innovators Active ETF

The table below sets forth financial data for a share of beneficial interest outstanding throughout the period presented.

 

      Year Ended
Dec. 31, 2023
    Period Ended
Dec. 31, 20221
 

Net Asset Value, beginning of Period

     $24.24       $25.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

    

Net investment income (loss)2

     0.09       (0.04

Net realized gain (loss) and unrealized appreciation/depreciation on investments and foreign currency related transactions

     (0.54     (0.72

Total from investment operations

     (0.45     (0.76

LESS DISTRIBUTIONS FROM:

    

Net investment income

     (0.23      

Net Asset Value, end of Period

     $23.56       $24.24  

TOTAL RETURN

     (1.83%     (3.04% )3 

RATIOS/SUPPLEMENTAL DATA

    

Net assets, end of Period (in 000’s)

     $84,809       $105,439  

Ratio of expenses to average net assets (Note 4)

     0.79%       0.79% 4  

Ratio of net investment income (loss) to average net assets

     0.39%       (0.33% )4  

Portfolio turnover

     277.86%       72.56% 3  

 

1

The Fund commenced operations on July 13, 2022.

2

Calculated using the average daily shares method.

3

Not annualized.

4

Annualized.

 

See accompanying notes to financial statements.

 

56    MATTHEWS ASIA FUNDS     


Table of Contents

Financial Highlights (continued)

 

Matthews China Active ETF

The table below sets forth financial data for a share of beneficial interest outstanding throughout each period presented.

 

      Year Ended
Dec. 31, 2023
    Period Ended
Dec. 31, 20221
 

Net Asset Value, beginning of Period

     $24.04       $25.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

    

Net investment income (loss)2

     0.25       (0.03

Net realized gain (loss) and unrealized appreciation/depreciation on investments and foreign currency related transactions

     (4.91     (0.93

Total from investment operations

     (4.66     (0.96

LESS DISTRIBUTIONS FROM:

    

Net investment income

     (0.31      

Net Asset Value, end of Period

     $19.07       $24.04  

TOTAL RETURN

     (19.35%     (3.84% )3 

RATIOS/SUPPLEMENTAL DATA

    

Net assets, end of Period (in 000’s)

     $21,737       $10,099  

Ratio of expenses to average net assets (Note 4)

     0.79%       0.79% 4  

Ratio of net investment income (loss) to average net assets

     1.15%       (0.24% )4 

Portfolio turnover

     58.98%       12.48% 3 

 

1

The Fund commenced operations on July 13, 2022.

2

Calculated using the average daily shares method.

3

Not annualized.

4

Annualized.

 

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      57  


Table of Contents

Financial Highlights (continued)

 

Matthews India Active ETF

The table below sets forth financial data for a share of beneficial interest outstanding throughout the period presented.

 

      Period Ended
Dec. 31, 20231
 

Net Asset Value, beginning of Period

     $25.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

  

Net investment income (loss)2

     (0.03

Net realized gain (loss) and unrealized appreciation/depreciation on investments and foreign currency related transactions

     2.03  

Total from investment operations

     2.00  

Net Asset Value, end of Period

     $27.00  

TOTAL RETURN

     8.00% 3 

RATIOS/SUPPLEMENTAL DATA

  

Net assets, end of Period (in 000’s)

     $5,940  

Ratio of expenses to average net assets (Note 4)

     0.79% 4  

Ratio of net investment income (loss) to average net assets

     (0.37% )4 

Portfolio turnover

     14.97% 3 

 

1

The Fund commenced operations on September 21, 2023.

2

Calculated using the average daily shares method.

3

Not annualized.

4

Annualized.

 

See accompanying notes to financial statements.

 

58    MATTHEWS ASIA FUNDS     


Table of Contents

Financial Highlights (continued)

 

Matthews Japan Active ETF

The table below sets forth financial data for a share of beneficial interest outstanding throughout the period presented.

 

      Period Ended
Dec. 31, 20231
 

Net Asset Value, beginning of Period

     $25.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

  

Net investment income (loss)2

     0.14  

Net realized gain (loss) and unrealized appreciation/depreciation on investments and foreign currency related transactions

     1.30  

Total from investment operations

     1.44  

LESS DISTRIBUTIONS FROM:

  

Net investment income

     (0.13

Net Asset Value, end of Period

     $26.31  

TOTAL RETURN

     5.79% 3 

RATIOS/SUPPLEMENTAL DATA

  

Net assets, end of Period (in 000’s)

     $1,053  

Ratio of expenses to average net assets (Note 4)

     0.79% 4 

Ratio of net investment income (loss) to average net assets

     2.07% 4 

Portfolio turnover

     45.53% 3 

 

1

The Fund commenced operations on September 21, 2023.

2

Calculated using the average daily shares method.

3

Not annualized.

4

Annualized.

 

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      59  


Table of Contents

Financial Highlights (continued)

 

Matthews Korea Active ETF

The table below sets forth financial data for a share of beneficial interest outstanding throughout the period presented.

 

      Year Ended
Dec. 31, 20231,2
    Year Ended
Dec. 31, 20222
    Year Ended
Dec. 31, 20212
    Year Ended
Dec. 31, 20202
    Year Ended
Dec. 31, 20192
 

Net Asset Value, beginning of Year

     $23.18       $34.53       $37.05       $26.54       $27.68  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

          

Net investment income (loss)3

     0.55       0.36       0.36       0.06       0.06  

Net realized gain (loss) and unrealized appreciation/depreciation on investments and foreign currency related transactions

     3.00       (9.07     (0.42     10.75       1.02  

Total from investment operations

     3.55       (8.71     (0.06     10.81       1.08  

LESS DISTRIBUTIONS FROM:

          

Net investment income

     (0.42           (0.66     (0.30      

Net realized gains on investments

           (2.64     (1.80           (2.22

Total distributions

     (0.42     (2.64     (2.46     (0.30     (2.22

Net Asset Value, end of Year

     $26.31       $23.18       $34.53       $37.05       $26.54  

TOTAL RETURN

     15.41%       (25.39%     (0.16%     40.76%       4.01%  

RATIOS/SUPPLEMENTAL DATA

          

Net assets, end of Year (in 000’s)

     $67,171       $9,166       $14,998       $12,192       $23,426  

Ratio of expenses to average net assets (Note 4)

     0.88%       1.08%       0.98%       1.05%       1.05%  

Ratio of net investment income (loss) to average net assets

     2.26%       1.20%       0.93%       0.28%       0.29%  

Portfolio turnover

     31.75%       56.94%       40.18%       39.62%       36.63%  

 

1

The Matthews Korea Active ETF acquired all assets and liabilities of the Matthews Korea Fund (the “Predecessor Fund”) in a reorganization that occurred on July 14, 2023. The performance and financial history of the Predecessor Fund’s Institutional Class have been adopted by the Matthews Korea Active ETF. As a result, the information prior to July 14, 2023 reflects that of the Predecessor Fund’s Institutional Class. The Predecessor Fund ceased operations as of the date of the reorganization. (See Note 1).

2

On June 23, 2023, the Predecessor Fund effected a reverse share split with a ratio of 1 : 0.166538 (old to new). All per share data has been adjusted to reflect the reverse share split.

3

Calculated using the average daily shares method.

 

See accompanying notes to financial statements.

 

60    MATTHEWS ASIA FUNDS     


Table of Contents

Financial Highlights (continued)

 

Matthews Asia Dividend Active ETF

The table below sets forth financial data for a share of beneficial interest outstanding throughout the period presented.

 

      Period Ended
Dec. 31, 20231
 

Net Asset Value, beginning of Period

     $30.00  

INCOME (LOSS) FROM INVESTMENT OPERATIONS:

  

Net investment income (loss)2

     0.12  

Net realized gain (loss) and unrealized appreciation/depreciation on investments and foreign currency related transactions

     1.63  

Total from investment operations

     1.75  

LESS DISTRIBUTIONS FROM:

  

Net investment income

     (0.12

Net Asset Value, end of Period

     $31.63  

TOTAL RETURN

     5.83% 3 

RATIOS/SUPPLEMENTAL DATA

  

Net assets, end of Period (in 000’s)

     $1,582  

Ratio of expenses to average net assets (Note 4)

     0.79% 4 

Ratio of net investment income (loss) to average net assets

     1.45% 4 

Portfolio turnover

     5.82% 3 

 

1

The Fund commenced operations on September 21, 2023.

2

Calculated using the average daily shares method.

3

Not annualized.

4

Annualized.

 

See accompanying notes to financial statements.

 

     matthewsasia.com | 833.228.5605      61  


Table of Contents

Notes to Financial Statements

 

1.

ORGANIZATION

Matthews International Funds (d/b/a Matthews Asia Funds) (the “Trust”) is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). As of December 31, 2023, the Trust issued twenty-three separate series of shares. This shareholder report pertains to ten of those series (each a “Fund”, and collectively, the “Funds”): Matthews Emerging Markets Equity Active ETF, Mathews Emerging Markets ex China Active ETF, Matthews Emerging Markets Sustainable Future Active ETF, Matthews Pacific Tiger Active ETF, Matthews Asia Innovators Active ETF, Matthews China Active ETF, Matthews India Active ETF, Matthews Japan Active ETF, Matthews Korea Active ETF and Matthews Asia Dividend Active ETF. All of the Funds are considered diversified with the exception of Matthews Emerging Markets Sustainable Future Active ETF and Matthews India Active ETF, which are considered non-diversified. The other thirteen separate series of the Trust are mutual funds and are covered in a separate shareholder report.

The Funds issue and redeem shares at their net asset value per share (NAV) only in large blocks of shares (Creation Units). These transactions are usually in exchange for a basket of securities and/or an amount of cash. As a practical matter, only institutional investors who have entered into an authorized participant agreement may purchase or redeem Creation Units. Except when aggregated in Creation Units, shares of the Funds are not redeemable securities.

Individual shares of the Funds trade on national securities exchanges and elsewhere during the trading day and can only be bought and sold at market prices throughout the trading day through a broker-dealer. Because fund shares trade at market prices rather than NAV, shares may trade at a price greater than NAV (premium) or less than NAV (discount). A chart showing the frequency at which each fund’s daily closing market price was at a discount or premium to each fund’s NAV can be found at www.matthewsasia.com.

Pursuant to an Agreement and Plan of Reorganization and Liquidation approved by the Board of Trustees of the Trust, the Matthews Korea Fund (the “Acquired Fund”) was reorganized into the Matthews Korea Active ETF (the “Acquiring Fund”) (the “Reorganization”) on July 14, 2023 (the “Closing Date”).

Following the Reorganization, the Acquired Fund’s Institutional Class performance and financial history were adopted by the Acquiring Fund. In connection with the Reorganization, each shareholder of the Acquired Fund received Acquiring Fund shares equal in value to the number of Acquired Fund shares owned on the Closing Date, including a cash payment in lieu of fractional Acquiring Fund shares. The Acquiring Fund has the same investment advisor, investment objective and fundamental investment policies, and a substantially similar investment strategy, as the Acquired Fund. Effective as of the Closing Date, the Acquired Fund ceased operations.

Costs incurred by the Acquiring Fund and the Acquired Fund associated with the Reorganization (including legal costs) were borne by the Advisor which paid them directly, or waived fees or reimbursed expenses to offset those costs. The management fee of the Acquiring Fund is slightly higher than the advisory fee of the Acquired Fund. The Acquiring Fund, however, employs a unitary fee structure pursuant to which Matthews bears all operating expenses of the Fund subject to limited exceptions, which is expected to result in a lower net expense ratio than each share class of the Acquired Fund. The Reorganization did not materially change the Acquired Fund’s portfolio holdings. There are no material differences in the accounting policies of the Acquired Fund and the Acquiring Fund.

The Acquiring Fund did not purchase or sell securities following the Reorganization for purposes of realigning its investment portfolio. Accordingly, the Reorganization did not affect the Acquiring Fund’s portfolio turnover ratio for the period ended December 31, 2023.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Funds in preparation of their financial statements. Each Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services—Investment Companies. The accounting policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

A.

SECURITY VALUATION: Pursuant to Rule 2a-5 under the 1940 Act, the Funds’ Board of Trustees (the “Board”) has designated authority to a Valuation Designee, Matthews International Capital Management, LLC (“Matthews”), the Funds’ investment advisor, to make fair valuation determinations under adopted procedures subject to Board oversight. Matthews has formed a Valuation Committee (the “Valuation Committee”) to administer the pricing and valuation of portfolio securities and other assets and liabilities and to ensure that prices determined by Matthews or provided by third parties reasonably reflect fair value. The Valuation Designee may utilize independent pricing services, quotations from securities and financial instrument dealers and other market sources to determine fair value. The value of the Trust’s securities is based on market quotations for those securities, or on their fair value determined by the valuation policies approved by the Board. Market quotations and valuation information are provided by commercial pricing services or securities dealers that are independent of the Funds and Matthews in accordance with procedures established by the Valuation Designee. Foreign exchange-traded securities are valued as of the close of trading on the primary exchange on which they trade. Securities that trade in over-the-counter markets, including most debt securities (bonds), may be valued by other third-party vendors or by using indicative bid quotations from dealers or market makers, or other available market information. Market values for securities are determined based on quotations, market data or other information from the principal (or most advantageous) market on which the security is traded. Market quotations for equity securities used by the Funds include last reported sale prices, or, if such prices are not reported or available, bid and ask prices. The Funds may also utilize independent pricing services to assist them in determining a current market value for each security based on sources believed to be reliable.

When fair value pricing is employed, the prices of securities used by a Fund to calculate its Net Asset Value (“NAV”) may differ from any quoted or published prices for the same securities for that day. Events affecting the value of foreign investments may occur between the time at which they are determined and when the Funds calculate their NAV, which is normally the close of trading on the NYSE. If such events render market quotations unreliable, and the impact of such events can be reasonably determined, the investments will be valued at their fair value in accordance with pricing policies. The fair value of a security held by the Funds may be determined using the services of third-party pricing services to assist in this process.

The books and records of the Funds are maintained in U.S. dollars. Transactions, portfolio securities, and assets and liabilities denominated in a foreign currency are translated and recorded in U.S. dollars at the prevailing exchange rates. The Fund does not isolate the effect of changes in foreign exchange rates from changes in market prices on securities held. Accordingly, such changes are included within Change in net unrealized appreciation/depreciation on investments on the Statement of Operations. Translation gains or losses resulting from changes in the exchange rate during the reporting period and realized gains and losses on the settlement of foreign currency transactions are reported in the results of operations for the current period. The Funds isolate that portion of gains and losses on investments in fixed income securities that is due to changes in foreign exchange rate from that which is due to changes in market prices of securities.

Foreign securities held by the Funds may be traded on days and at times when the NYSE is closed. Accordingly, the value of the Funds may be significantly affected on days when shareholders have no access to the Funds.

 

62    MATTHEWS ASIA FUNDS     


Table of Contents

Notes to Financial Statements (continued)

 

B.

FAIR VALUE MEASUREMENTS: The Funds follow a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Funds’ own market assumptions (unobservable inputs). These inputs are used in determining the value of the Funds’ financial instruments and are summarized in the following fair value hierarchy:

Level 1: Unadjusted quoted prices in active markets for identical securities (foreign securities that are valued based on market quotations).

Level 2: Other significant observable inputs. Certain foreign securities may be fair valued by Matthews using information such as quoted prices for similar securities, interest rates, prepayment speeds, credit risk, and foreign exchange. Additionally, external pricing services are used when the Funds determine that events affecting the value of foreign securities which occur between the time at which they are determined and the close of trading on the NYSE render market quotations unreliable.

Level 3: Significant unobservable inputs. Level 3 securities are valued based on significant unobservable inputs as determined under procedures approved by the Board. Characterization of such securities as Level 3 securities are not necessarily an indication of their liquidity or the risk associated with investing in these securities. A significant change in the unobservable inputs could result in a significantly lower or higher value in such Level 3 securities and could impact overall Fund performance.

The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.

On December 31, 2023, securities held by the Matthews Emerging Markets Equity Active ETF, Mathews Emerging Markets ex China Active ETF, Matthews Asia Innovators Active ETF, Matthews China Active ETF, Matthews India Active ETF, Matthews Japan Active ETF and Matthews Korea Active ETF were classified as Level 1, based on the inputs used to determine their fair values.

On December 31, 2023, the following Funds had level 1 and level 2 fair valued securities:

 

      Matthews Emerging
Markets Sustainable
Future Active ETF
       Matthews Pacific
Tiger Active ETF
       Matthews Asia
Dividend Active ETF
 
Assets:             
Investments:             

Level 1: Quoted Prices

            

Common Equities:

            

Australia

     $—          $—          $155,552  

Brazil

     1,092,280                    

Chile

     105,850                    

China/Hong Kong

     5,810,695          29,371,866          397,180  

Estonia

     99,944                    

France

                        

India

     2,857,710          15,825,174          130,042  

Indonesia

              2,200,395          38,410  

Japan

                       493,408  

Jordan

     153,280                    

Philippines

              1,559,059           

Poland

     453,826                    

Romania

     187,008                    

Saudi Arabia

     373,222                    

Singapore

              1,208,140          53,442  

South Korea

     1,059,704          10,596,422          98,506  

Switzerland

                        

Taiwan

     1,347,094          15,188,683          134,888  

United States

     513,320                    

Vietnam

     19,034          749,614          22,181  

Preferred Equities:

            

South Korea

     65,134                    

Short-Term Investments

     26,961          3,771,939          30,049  

Total

     14,165,062          80,471,292          1,553,658  

Level 2: Other Significant Observable Inputs

            

Common Equities:

            

Bangladesh

     8,550                    

Thailand

              2,921,888          24,595  

Total Market Value of Investments

     $14,173,612          $83,393,180          $1,578,253  

 

C.

RISKS ASSOCIATED WITH NON-U.S. COMPANIES: Investments by the Funds in the securities of non-U.S. companies may involve investment risks not typically associated with investments in U.S. issuers. These risks include possible political, economic, social and religious instability; inadequate investor protection; changes in laws or regulations of Emerging Market or Asia Pacific countries where the Funds may invest; international relations with other nations; natural disasters; corruption; and military activity. Foreign securities may trade in securities markets that are substantially smaller, less developed, less liquid and more volatile than the major securities markets in the United States. Foreign securities may be subject to greater fluctuations in price than securities of domestic corporations or the U.S. government. Foreign investing may also include the risk of expropriation or confiscatory taxation, limitation on the removal of funds or other assets, currency crises and exchange controls, the imposition of foreign withholding tax on the interest income payable on such instruments, the possible seizure or nationalization of foreign deposits or assets, or the adoption of other foreign government restrictions that might adversely affect the foreign securities held by the Funds. Additionally, Emerging Market and Asia Pacific countries may utilize formal or informal currency exchange controls or “capital controls” that may limit the ability to repatriate investments or income or adversely affect the value of portfolio investments. The economies of many Emerging Market and Asia Pacific countries differ from the economies of more developed countries in many respects, such as their rate of growth, inflation, capital reinvestment, resource self-sufficiency and dependence on other economies, financial system stability, the national balance of payments position and sensitivity to changes in global trade.

 

     matthewsasia.com | 833.228.5605      63  


Table of Contents

Notes to Financial Statements (continued)

 

Certain Emerging Market and Asia Pacific countries are highly dependent upon and may be affected by developments in the economies of other countries. Non-U.S. companies are subject to different accounting, auditing, and financial reporting standards, practices, and requirements than U.S. companies. There is generally less government regulation of stock exchanges, brokers, and listed companies abroad than in the United States, which may result in less transparency with respect to a company’s operations, and make obtaining information about them more difficult (or such information may be unavailable).

Among other risks of investing in foreign markets, particularly those of emerging and frontier markets in which the Funds invest, are the variable quality and reliability of financial information and related audits of companies. In some cases, financial information and related audits can be unreliable and not subject to verification. Auditing firms in some of these markets are not subject to independent inspection or oversight of audit quality. For example, China does not allow the Public Company Accounting Oversight Board to inspect the work that auditors perform in China for Chinese companies that sell stock into U.S. markets. This can result in investment decisions being made based on flawed or misleading information.

Foreign stock markets, particularly those of emerging and frontier markets in which the Funds invest, may not be as developed or efficient as those in more developed markets such as the United States, and the absence of negotiated brokerage commissions in certain countries may result in higher brokerage fees. The time between the trade and settlement dates of securities transactions on foreign exchanges ranges from one day to four weeks or longer and may result in higher custody charges. Custodial arrangements may be less well developed than in the United States. Foreign securities are generally denominated and pay distributions in foreign currencies, exposing the Funds to changes in foreign currency exchange rates. Investing in any Emerging Market or Asia Pacific country will also entail risks specific and unique to that country, and these risks can be significant and change rapidly.

Changes in interest rates in each of the countries in which the Funds may invest, as well as interest rates in more-developed countries, may cause a decline in the market value of an investment. Generally, fixed income securities will decrease in value when interest rates rise and can be expected to rise in value when interest rates decline. As interest rates decline, debt issuers may repay or refinance their loans or obligations earlier than anticipated.

The Funds may invest in certain operating companies in China through legal structures known as variable interest entities (“VIEs”). In China, ownership of companies in certain sectors by foreign individuals and entities (including U.S. persons and entities such as the Fund) is prohibited. In order to facilitate foreign investment in these businesses, many Chinese companies have created VIEs. In such an arrangement, a China-based operating company typically establishes an offshore shell company in another jurisdiction, such as the Cayman Islands. That shell company enters into service and other contracts with the China-based operating company, then issues shares on a foreign exchange, such as the New York Stock Exchange. Foreign investors hold stock in the shell company rather than directly in the China-based operating company. This arrangement allows U.S. investors to obtain economic exposure to the China-based company through contractual means rather than through formal equity ownership.

VIEs are a longstanding industry practice and well known to officials and regulators in China; however, VIEs are not formally recognized under Chinese law. Recently, the government of China provided new guidance to and placed restrictions on China-based companies raising capital offshore, including through VIE structures. Investors face uncertainty about future actions by the government of China that could significantly affect an operating company’s financial performance and the enforceability of the shell company’s contractual arrangements. It is uncertain whether Chinese officials or regulators will withdraw their implicit acceptance of the VIE structure, or whether any new laws, rules or regulations relating to VIE structures will be adopted or, if adopted, what impact they would have on the interests of foreign shareholders. Under extreme circumstances, China might prohibit the existence of VIEs, or sever their ability to transmit economic and governance rights to foreign individuals and entities; if so, the market value of the Funds’ associated portfolio holdings would likely suffer significant, detrimental, and possibly permanent effects, which could result in substantial investment losses.

In February 2022, Russian forces entered Ukraine and commenced an armed conflict. Economic sanctions have since been imposed on Russia and certain of its citizens, including the exclusion of Russia from the SWIFT global payments network. As a result, Russian-related stocks and debt have since suffered significant declines in value. The ongoing conflict, together with growing turmoil from fluctuations in commodity prices and foreign exchange rates, has the potential to impact adversely global economies and has driven a sharp increase in volatility across markets. The duration of the Russian-Ukraine conflict and its effect on financial markets cannot be determined with certainty. The Funds’ performance could be negatively impacted if the value of a portfolio holding were harmed by these and such other events. Management is actively monitoring these events. As of December 31, 2023, the Funds did not hold any Russian securities.

 

D.

DISTRIBUTIONS TO SHAREHOLDERS:

The Funds generally distribute their net investment income once annually in December. Any net realized gain from the sale of portfolio securities and net realized gains from foreign currency transactions are distributed at least once each year unless they are used to offset losses carried forward from prior years. The Funds will declare and pay income and capital gain distributions in cash. Distributions in cash may be reinvested automatically in additional whole shares of the Funds only if the broker through whom you purchased your shares makes such option available. Your broker is responsible for distributing the income and capital gain distributions to you. Distributions are treated the same for tax purposes whether received in cash or reinvested. If you buy shares when a Fund has realized but not yet distributed ordinary income or capital gains, you will be “buying a dividend” by paying the full price of the shares and then receiving a portion of the price back in the form of a taxable dividend.

The tax character of distributions paid for the periods ended December 31, 2023 and December 31, 2022 were as follows:

 

PERIOD ENDED DECEMBER 31, 2023    Ordinary
Income
 
Matthews Emerging Markets Equity Active ETF      $5,917  
Matthews Emerging Markets ex China Active ETF      100,234  
Matthews Emerging Markets Sustainable Future Active ETF      3,113  
Matthews Pacific Tiger Active ETF      58,559  
Matthews Asia Innovators Active ETF      841,608  
Matthews China Active ETF      350,744  
Matthews Japan Active ETF      5,378  
Matthews Korea Active ETF      1,077,132  
Matthews Asia Dividend Active ETF      5,818  
PERIOD ENDED DECEMBER 31, 2022   

Ordinary

Income

 
Matthews Emerging Markets Equity Active ETF      $28,090  

 

64    MATTHEWS ASIA FUNDS     


Table of Contents

Notes to Financial Statements (continued)

 

E.

INVESTMENT TRANSACTIONS AND INCOME: Securities transactions are accounted for on the date the securities are purchased or sold or on the following business day. Financial statements reflect security transactions on trade date. Gains or losses on the sale of securities are determined on the identified cost basis. Interest income is recorded on the accrual basis. Interest income, including amortization and accretion of premiums and discounts on debt securities, is recognized daily on an accrual basis. Dividend income is generally recorded on the ex-dividend date net of any foreign taxes withheld at the source. Dividend income for certain issuers headquartered in countries which the Funds invest may not be recorded until approved by the shareholders (which may occur after the ex-dividend date) if, in the judgment of management, such dividends are not reasonably determined as of the ex-dividend date.

The Funds may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which they invest. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Funds invest. When a capital gain tax is determined to apply, the Funds record an estimated deferred tax liability in an amount that may be payable if the securities were disposed of on the valuation date.

 

F.

CASH, CASH OVERDRAFTS, AND FOREIGN CURRENCY: When any of the Funds’ cash balances are overdrawn, a Fund is charged an overdraft fee by the custodian of 3% above the effective federal funds rate on outstanding balances. QFI accounts (i.e., the accounts through which the QFI quota is accessed) are required by the local market to maintain a cash reserve. The cash reserve is based upon a fixed ratio of the QFI’s approved investment quota, which is defined as the amount remitted into its special Renminbi (RMB) cash account. These amounts, if any, are included in “Segregated foreign currency at value” on the Statements of Assets and Liabilities. The fixed ratio is set at 0.08 percent for the Shanghai and 0.06 percent for the Shenzhen market.

 

G.

USE OF ESTIMATES: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates.

 

H.

RECENT ACCOUNTING GUIDANCE

The FASB issued Accounting Standards Update (ASU), ASU 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting in March 2020 and ASU 2021-01 in January 2021 which provided further amendments and clarifications to Topic 848. These ASUs provide optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR), and other interbank-offered based reference rates, through December 31, 2022. In December 2022, FASB issued ASU 2022-06 which defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. Management intends to rely upon the relief provided under Topic 848, which is not expected to have a material impact on the Funds’ financial statements.

In June 2022, the FASB issued Accounting Standards Update (ASU), ASU 2022-03, Fair Value Measurement (Topic 820)—Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments under this ASU are effective for fiscal years beginning after December 15, 2023; however, the Funds opted to early adopt, as permitted, effective December 1, 2022. Adoption of the guidance did not have a material impact on the Funds’ financial statements.

 

3.

CAPITAL SHARE TRANSACTIONS

Capital shares are issued and redeemed by the Fund only in aggregations of a specified number of shares or multiples thereof (Creation Units) at NAV, in return for securities, other instruments, and/or cash (the Basket). Except when aggregated in Creation Units, shares of the Fund are not redeemable. Transactions in capital shares for the Fund are disclosed in detail in the Statement of Changes in Net Assets. Purchasers and redeemers of Creation Units are charged a transaction fee to cover the estimated cost to the Fund of processing the purchase or redemption, including costs charged to it by the NSCC (National Securities Clearing Corporation) or DTC (Depository Trust Company), and the estimated transaction costs, e.g., brokerage commissions, bid ask spread, and market impact trading costs, incurred in converting the Basket to or from the desired portfolio composition. The transaction fee is determined daily and will be limited to amounts approved by the Board and determined by the Adviser to be appropriate to defray the expenses that the Fund incurs in connection with the purchase or redemption. The purpose of transaction fees is to protect the Fund’s existing shareholders from the dilutive costs associated with the purchase and redemption of Creation Units. The amount of transaction fees will differ depending on the estimated trading costs for portfolio positions and Basket processing costs and other considerations. Transaction fees may include fixed amounts per creation or redemption transactions, amounts varying with the number of Creation Units purchased or redeemed, and varying amounts based on the time an order is placed. The Fund may impose higher transaction fees when cash is substituted for Basket instruments. Higher transaction fees may apply to purchases and redemptions through the DTC than through the NSCC.

 

     Year Ended December 31, 2023     

For the Period Ended

December 31, 20221

 
      Shares      Amount      Shares        Amount  

MATTHEWS EMERGING MARKETS EQUITY ACTIVE ETF

             

Shares sold

     2,700,000        $73,704,102        240,000          $6,323,916  

Shares redeemed

     (960,000      (25,232,737                

Net increase

     1,740,000        $48,471,365        240,000          $6,323,916  

 

1

The Fund commenced operations on July 13, 2022.

 

      

For the Period Ended

December 31, 20231

 
        Shares        Amount  

MATTHEWS EMERGING MARKETS EX CHINA ACTIVE ETF

         

Shares sold

       320,000          $8,191,671  

Shares redeemed

                 

Net increase

       320,000          $8,191,671  

 

1

The Fund commenced operations on January 10, 2023.

 

     matthewsasia.com | 833.228.5605      65  


Table of Contents

Notes to Financial Statements (continued)

 

      

For the Period Ended

December 31, 20231

 
        Shares        Amount  

MATTHEWS EMERGING MARKETS SUSTAINABLE FUTURE ACTIVE ETF

         

Shares sold

       550,000          $13,578,322  

Shares redeemed

                 

Net increase

       550,000          $13,578,322  

 

1

The Fund commenced operations on September 21, 2023.

 

      

For the Period Ended

December 31, 20231

 
        Shares        Amount  

MATTHEWS PACIFIC TIGER ACTIVE ETF

         

Shares sold

       3,150,000          $77,678,654  

Shares redeemed

                 

Net increase

       3,150,000          $77,678,654  

 

1

The Fund commenced operations on September 21, 2023.

 

     Year Ended December 31, 2023      For the Period Ended
December 31, 20221
 
      Shares      Amount      Shares        Amount  

MATTHEWS ASIA INNOVATORS ACTIVE ETF

             

Shares sold

     1,400,000        $36,516,439        4,350,000          $104,572,402  

Shares redeemed

     (2,150,000      (48,679,124                

Net increase (decrease)

     (750,000      ($12,162,685      4,350,000          $104,572,402  

 

1

The Fund commenced operations on July 13, 2022.

 

     Year Ended December 31, 2023      For the Period Ended
December 31, 20221
 
      Shares      Amount      Shares        Amount  

MATTHEWS CHINA ACTIVE ETF

             

Shares sold

     1,160,000        $30,207,259        420,000          $9,704,698  

Shares redeemed

     (440,000      (8,952,861                

Net increase

     720,000        $21,254,398        420,000          $9,704,698  

 

1

The Fund commenced operations on July 13, 2022.

 

     For the Period Ended
December 31, 20231
 
      Shares        Amount  

MATTHEWS INDIA ACTIVE ETF

       

Shares sold

     220,000          $5,563,942  

Shares redeemed

               

Net increase

     220,000          $5,563,942  

 

1

The Fund commenced operations on September 21, 2023.

 

     For the Period Ended
December 31, 20231
 
      Shares        Amount  

MATTHEWS JAPAN ACTIVE ETF

       

Shares sold

     40,000          $1,000,000  

Shares redeemed

               

Net increase

     40,000          $1,000,000  

 

1

The Fund commenced operations on September 21, 2023.

 

66    MATTHEWS ASIA FUNDS     


Table of Contents

Notes to Financial Statements (continued)

 

    

Year Ended December 31, 20231

     Year Ended December 31, 2022  
      Shares      Amount      Shares      Amount  

MATTHEWS KOREA ACTIVE ETF (FORMERLY INSTITUTIONAL CLASS)2

           

Shares sold

     2,718,906        $70,480,765        81,837        $2,268,597  

Reinvestment of distributions

     42,186        1,051,693        40,393        953,194  

Shares redeemed

     (603,244      (15,058,183      (161,336      (4,304,395

Net increase (decrease)

     2,157,848        $56,474,275        (39,106      ($1,082,604

Investor class

           

Shares sold

     318,248        $1,279,757        1,794,314        $7,344,868  

Shares issued through reinvestment of distributions

                   1,920,486        7,451,487  

Shares redeemed

     (18,877,339      (79,650,512      (5,847,971      (24,651,834

Net (decrease)

     (18,559,091      ($78,370,755      (2,133,171      ($9,855,479

 

1

The Matthews Korea Active ETF acquired all assets and liabilities of the Matthews Korea Fund (the “Predecessor Fund”) in a reorganization that occurred on July 14, 2023. The performance and financial history of the Predecessor Fund’s Institutional Class have been adopted by the Matthews Korea Active ETF. As a result, the information prior to July 14, 2023 reflects that of the Predecessor Fund’s Institutional Class. The Predecessor Fund ceased operations as of the date of the reorganization. (See Note 1).

2

On June 23, 2023, the Predecessor Fund’s Institutional Class effected a reverse share split with a ratio of 1 : 0.166538 (old to new). Share amounts transacted prior to June 23, 2023 have been adjusted to reflect the reverse share split.

 

    

For the Period Ended
December 31, 20231

 
      Shares        Amount  

MATTHEWS ASIA DIVIDEND ACTIVE ETF

       

Shares sold

     50,000          $1,500,000  

Shares redeemed

               

Net increase

     50,000          $1,500,000  

 

1

The Fund commenced operations on September 21, 2023.

 

4.

INVESTMENT MANAGEMENT FEES

Pursuant to the Investment Management Agreement, as amended, between Matthews and the Trust, Matthews will pay substantially all the expenses of each Fund excluding management fees, interest expenses, taxes, brokerage fees, securities lending fees, payments under a Fund’s 12b-1 plan (if any), acquired fund fees, litigation expenses and any extraordinary expenses.

For the Matthews Korea Active ETF, Matthews has contractually agreed to a fee waiver agreement dated April 28, 2023 (the “Fee Waiver Agreement”), under which Matthews has agreed to waive a portion of the management fee with respect to the Matthews Korea Active ETF if and to the extent that the total annual operating expense ratio of the lowest cost share class of any “Family-Priced Fund” is less than the applicable management fee rate of the Matthews Korea Active ETF. The Family-Priced Funds are the series of the Trust that are operated as mutual funds, other than the Matthews Emerging Markets Small Companies Fund and the Matthews China Small Companies Fund. The Fee Waiver Agreement will remain in effect until terminated by the Board and a majority of the Independent Trustees. Based on the currently applicable expense ratios for the Family-Priced Funds, it is not expected that a waiver under the Fee Waiver Agreement will occur in the foreseeable future.

The investment management fee, accrued daily and paid monthly by the Funds based on the average daily net assets of each Fund, are as follows:

 

Matthews Emerging Markets Equity Active ETF      0.79%  
Matthews Emerging Markets ex China Active ETF      0.79%  
Matthews Emerging Markets Sustainable Future Active ETF      0.79%  
Matthews Pacific Tiger Active ETF      0.79%  
Matthews Asia Innovators Active ETF      0.79%  
Matthews China Active ETF      0.79%  
Matthews India Active ETF      0.79%  
Matthews Japan Active ETF      0.79%  
Matthews Korea Active ETF*      0.79%  
Matthews Asia Dividend Active ETF      0.79%  

 

*

Prior to July 14, 2023, Matthews, a registered investment advisor under the 1940 Act, provided the Matthews Korea Active ETF (formerly the Matthews Korea Fund) (the “Korea Fund”) with investment management services pursuant to an Investment Advisory Agreement dated February 1, 2016, as amended (the “Advisory Agreement”), under which the Korea Fund paid Matthews (i) for management and advisory services; and (ii) for certain administrative services, an annual fee as a percentage of average daily net assets. Under the Advisory Agreement, the family-priced Matthews Asia Funds mutual funds (the “Mutual Funds”), including the Korea Fund, paid Matthews 0.75% of their aggregate average daily net assets up to $2 billion, 0.6834% of their aggregate average daily net assets over $2 billion up to $5 billion, 0.65% of their aggregate average daily net assets over $5 billion up to $25 billion, 0.64% of their aggregate average daily net assets over $25 billion up to $30 billion, 0.63% of their aggregate average daily net assets over $30 billion up to $35 billion, 0.62% of their aggregate average daily net assets over $35 billion up to $40 billion, 0.61% of their aggregate average daily net assets over $40 billion up to $45 billion, and 0.60% of their aggregate average daily net assets over $45 billion. The Korea Fund paid Matthews a monthly fee at the annual rate using the applicable management fee calculated based on the actual number of days of that month and based on the its average daily net asset value for the month.

 

Prior to July 14, 2023, pursuant to an Administration and Shareholder Services Agreement dated August 13, 2004, as amended (the “Services Agreement”), the Mutual Funds, including the Korea Fund, paid an annual administration and shareholder servicing fee to Matthews, as a percentage of the average daily net assets of each fund in aggregate, computed and prorated on a daily basis. Under the Services Agreement, the Mutual Funds in the aggregate paid Matthews 0.25% of their aggregate average daily net assets up to $2 billion, 0.1834% of their aggregate average daily net assets over $2 billion up to $5 billion, 0.15% of their aggregate average daily net assets over $5 billion up to $7.5 billion, 0.125% of their aggregate average daily net assets over $7.5 billion up to $15 billion, 0.11% of their aggregate average daily net assets over $15 billion up to $22.5 billion, 0.10% of their aggregate average daily net assets over $22.5 billion up to $25 billion, 0.09% of their aggregate average daily net assets over $25 billion up to $30 billion, 0.08% of their aggregate average daily net assets over $30 billion up to $35 billion, 0.07% of their aggregate average daily net assets over $35 billion up to $40 billion, 0.06% of their aggregate average daily net assets over $40 billion up to $45 billion, and 0.05% of their aggregate average daily net assets over $45 billion.

 

     matthewsasia.com | 833.228.5605      67  


Table of Contents

Notes to Financial Statements (continued)

 

As of December 31, 2023, Matthews and its affiliates held significant shares in the Funds as follows:

 

      Shares held by Matthews
and its Affiliates
     Percentage of
Outstanding Shares
 
Matthews Japan Active ETF      22,356        56%  
Matthews Asia Dividend Active ETF      8,820        18%  

 

5.

INVESTMENTS

For the period ended December 31, 2023, the cost of investments purchased and proceeds from sale of investments (excluding in-kind transactions and short-term investments) were as follows:

 

      Purchases       

Proceeds from

Sales

 
Matthews Emerging Markets Equity Active ETF      $46,800,240          $22,894,986  
Matthews Emerging Markets ex China Active ETF      5,424,899          1,583,574  
Matthews Emerging Markets Sustainable Future Active ETF      10,097,066          24,409  
Matthews Pacific Tiger Active ETF      57,231,055          4,301,500  
Matthews Asia Innovators Active ETF      320,844,443          324,845,238  
Matthews China Active ETF      41,862,006          16,338,428  
Matthews India Active ETF      6,014,104          507,487  
Matthews Japan Active ETF      1,363,257          427,725  
Matthews Korea Active ETF      21,172,694          45,850,637  
Matthews Asia Dividend Active ETF      1,549,091          84,686  

For the period ended December 31, 2023, the cost of in-kind purchases and proceeds from in-kind sales were as follows:

 

      Purchases       

Proceeds from

Sales

 
Matthews Emerging Markets Equity Active ETF      $37,912,445          $15,203,686  
Matthews Emerging Markets ex China Active ETF      4,129,232           
Matthews Emerging Markets Sustainable Future Active ETF      3,450,690           
Matthews Pacific Tiger Active ETF      24,469,455           
Matthews Asia Innovators Active ETF      13,930,518          21,778,633  
Matthews China Active ETF      2,203,227          6,422,647  
Matthews Korea Active ETF      129,165          91,186  

 

6.

INCOME TAX INFORMATION

It is the policy of the Funds to comply with all requirements of the Internal Revenue Code of 1986, as amended (“the Code”), applicable to regulated investment companies and to distribute substantially all of their taxable income to their shareholders. The Funds have met the requirements of the Code applicable to regulated investment companies for the year ended December 31, 2023. Therefore, no federal income tax provision is required.

Management has analyzed the Funds’ tax positions taken on federal income tax returns for all open tax years (current and prior three tax years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. The Funds’ federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

As of December 31, 2023, the components of accumulated earnings/deficit on tax basis were as follows:

 

      Undistributed
Ordinary
Income
     Capital Loss
Carryforwards
    Late Year
Losses*
    Unrealized
Appreciation/
(Depreciation)**
   

Total

Accumulated

Earnings/

(Deficit)

 
Matthews Emerging Markets Equity Active ETF      $—        $(821,113     $(459,414     $2,489,134       $1,208,607  
Matthews Emerging Markets ex China Active ETF      24,984        (52,444     (95,491     762,569       639,618  
Matthews Emerging Markets Sustainable Futures Active ETF      26,214                    550,063       576,277  
Matthews Pacific Tiger Active ETF      179,396              (362,038     2,293,139       2,110,497  
Matthews Asia Innovators Active ETF      173,283        (15,663,027     (4,065,416     9,644,724       (9,910,436
Matthews China Active ETF             (2,191,158     (296     (6,810,090     (9,001,544
Matthews India Active ETF      11,252                    364,719       375,971  
Matthews Japan Active ETF      5,508        (17,075     (6,785     70,873       52,521  
Matthews Korea Active ETF      2,471,623                    6,916,331       9,387,954  
Matthews Asia Dividend Active ETF      7,109                    74,582       81,691  

 

*

The Funds have elected to defer certain qualified late-year losses and recognize such losses in the next fiscal year.

 

**

The differences between book-basis and tax-basis unrealized appreciation/depreciation is attributable primarily to the tax deferral of losses on wash sales and passive foreign investment company (PFIC) mark to market adjustments.

 

68    MATTHEWS ASIA FUNDS     


Table of Contents

Notes to Financial Statements (continued)

 

As of December 31, 2023, the Funds have capital loss carryforwards available to offset future realized capital gains through the indicated expiration dates as follows:

 

     Amount With No Expiration           
      Short-term
Losses
       Long-term
Losses
       Total  
Matthews Emerging Markets Equity Active ETF      $807,971          $13,142          $821,113  
Matthews Emerging Markets ex China Active ETF      52,444                   52,444  
Matthews Asia Innovators Active ETF      15,537,340          125,687          15,663,027  
Matthews China Active ETF      2,071,547          119,611          2,191,158  
Matthews Japan Active ETF      17,075                   17,075  

The following Funds utilized capital loss carryforwards in the current year: 

 

      Utilized
Capital Loss
Carryforwards
 
Matthews Korea Active ETF      $4,223,076  

Under the Regulated Investment Company Modernization Act of 2010, the Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses incurred during those future taxable years will be required to be utilized prior to any losses incurred in pre-enactment taxable years, which generally expire after eight years from when they are incurred. Additionally, post-enactment capital losses that are carried forward will retain their character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.

U.S. GAAP requires that certain components of net assets be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or NAV. The permanent differences are primarily attributable to investments in non-deductible expenses, NOL (net operating loss) adjustments, distributions in excess of current earnings and profits and in-kind redemptions. For the year ended December 31, 2023, permanent differences in book and tax accounting have been reclassified as follows:

 

      Increase/(Decrease)
Capital paid-in
       Increase/(Decrease)
Total Distributable
Earnings/(Accumulated
Loss)
 
Matthews Emerging Markets Equity Active ETF      $(96,875        $96,875  
Matthews Asia Innovators Active ETF      2,365,781          (2,365,781
Matthews China Active ETF      (215,188        215,188  
Matthews Korea Active ETF      21,103          (21,103

As of December 31, 2023, the tax cost of investments and the related net unrealized appreciation and depreciation were as follows:

 

      Tax Cost        Gross
Unrealized
Appreciation
       Gross
Unrealized
Depreciation
       Net
Unrealized
Appreciation/
(Depreciation)
 
Matthews Emerging Markets Equity Active ETF      $52,936,185          $6,087,592          $(3,530,547        $2,557,045  
Matthews Emerging Markets ex China Active ETF      8,036,043          1,030,507          (253,744        776,763  
Matthews Emerging Markets Sustainable Futures Active ETF      13,601,140          833,976          (261,504        572,472  
Matthews Pacific Tiger Active ETF      80,980,628          3,986,451          (1,573,899        2,412,552  
Matthews Asia Innovators Active ETF      73,621,999          12,323,660          (2,350,627        9,973,033  
Matthews China Active ETF      28,529,592          878,648          (7,688,720        (6,810,072
Matthews India Active ETF      5,529,346          486,908          (33,158        453,750  
Matthews Japan Active ETF      981,634          82,093          (11,232        70,861  
Matthews Korea Active ETF      59,442,514          11,116,137          (4,203,924        6,912,213  
Matthews Asia Dividend Active ETF      1,502,320          107,096          (31,163        75,933  

 

7.

OTHER MATTERS

Mergers and Reorganizations—Pursuant to an Agreement and Plan of Reorganization (a “Reorganization Agreement”) between the Matthews Korea Fund (the “Acquired Fund”), and the Matthews Korea Active ETF (the “Acquiring Fund”), that occurred on July 14, 2023, all of the assets and liabilities of the Institutional Class of the Acquired Fund were transferred to the Acquiring Fund in exchange for shares of the Acquiring Fund having an aggregate NAV equal to the NAV of such Acquired Fund as of the time of valuation specified in the applicable Reorganization Agreement, which were then distributed to shareholders of record of such Acquired Fund in a tax-free exchange (the “Reorganization”) as follows:

 

Acquired Fund/Acquiring Fund    Exchanged Shares
of Acquiring Fund
Issued
       Value of Exchanged
Shares
       Acquired Fund’s
Shares Outstanding
as of July  14,
2023
 

Matthews Korea Fund, Institutional Class/Matthews Korea Active ETF

     2,493,212          $65,862,730          2,493,212  

 

     matthewsasia.com | 833.228.5605      69  


Table of Contents

Notes to Financial Statements (continued)

 

The Acquiring Fund has been organized solely in connection with the Reorganization to acquire all of the assets and liabilities of the Acquired Fund and continue the business of the Acquired Fund. Therefore, after the Reorganization, the Acquired Fund will remain the “accounting survivor.” This means that the Acquiring Fund will continue to show the historical investment performance and returns of the Acquired Fund (even after conversion of the Acquired Fund).

The following chart shows Acquiring Fund’s and Acquired Fund’s aggregate net assets (immediately before and after the completion of the acquisition) and the Acquired Fund’s unrealized depreciation:

 

Acquired Fund/Acquiring Fund    Acquiring
Fund’s
Aggregate
Net Assets
before
acquisition
       Acquired
Fund’s
Aggregate
Net Assets
before
acquisition
       Acquiring
Fund’s
Aggregate
Net  Assets
immediately
after
acquisition
       Acquired
Fund’s
Unrealized
Appreciation
(Depreciation)1
       Acquired
Fund’s
Capital  Loss
Carryforward2
 

Matthews Korea Fund, Institutional Class/Matthews Korea Active ETF

              $65,862,730          $65,862,730          $9,969,616          $4,223,076  

 

1

The Acquiring Fund has elected to carry forward the assets of the Acquired Fund at the Acquired Fund’s historical cost basis for purposes of measuring unrealized depreciation and future realized gain or loss of those acquired assets.

2

Represents Capital Loss Carryforward of Acquired Fund as of December 31, 2022.

 

8.

SUBSEQUENT EVENTS

On January 10, 2024, the Matthews Emerging Markets Discovery Active ETF and the Matthews China Discovery Active ETF, each a new series of the Trust, were launched.

 

70    MATTHEWS ASIA FUNDS     


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Trustees of Matthews International Funds and Shareholders of each of the ten funds listed in the table below:

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of each of the funds indicated in the table below (ten of the funds constituting Matthews International Funds, hereafter collectively referred to as the “Funds”) as of December 31, 2023, the related statements of operations and of changes in net assets for each of the periods indicated in the table below, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2023, the results of each of their operations and changes in each of their net assets for each of the periods indicated in the table below, and each of the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

 

Fund   Statement of Operations  

Statement of Changes in

Net Assets

Matthews China Active ETF

Matthews Asia Innovators Active ETF

Matthews Emerging Markets Equity Active ETF

  For the year ended December 31, 2023   For the year ended December 31, 2023 and for the period July 13, 2022 (commencement of operations) to December 31, 2022
Matthews Korea Active ETF   For the year ended December 31, 2023   For each of the two years in the period ended December 31, 2023
Matthews Emerging Markets ex China Active ETF   For the period January 10, 2023 (commencement of operations) to December 31, 2023   For the period January 10, 2023 (commencement of operations) to December 31, 2023

Matthews Emerging Markets Sustainable Future Active ETF

Matthews Asia Dividend Active ETF

Matthews India Active ETF

Matthews Pacific Tiger Active ETF

Matthews Japan Active ETF

  For the period September 21, 2023 (commencement of operations) to December 31, 2023   For the period September 21, 2023 (commencement of operations) to December 31, 2023

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

PricewaterhouseCoopers LLP

San Francisco, CA

February 23, 2024

We have served as the auditor of one or more investment companies in Matthews International Funds since 2007.

 

     matthewsasia.com | 833.228.5605      71  


Table of Contents

Tax Information (unaudited)

 

For shareholders who do not have a December 31, 2023 tax year-end, this notice is for informational purposes. For the period January 1, 2023 to December 31, 2023, the Funds report the following items with regard to distributions paid during the period. All reports are based on financial information available as of the date of this annual report and, accordingly, are subject to change. For each item, it is the intention of each Fund to report the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

1. Qualified Dividend Income

The Funds report a portion of the ordinary income distributed during the the period ended December 31, 2023 as Qualified Dividend Income (“QDI”) as defined in the Internal Revenue code as follows:

 

      QDI Portion  
Matthews Emerging Markets Equity Active ETF      100.00%  
Matthews Emerging Markets ex China Active ETF      54.09%  
Matthews Emerging Markets Sustainable Future Active ETF      98.24%  
Matthews Pacific Tiger Active ETF      32.65%  
Matthews Asia Innovators Active ETF      44.40%  
Matthews China Active ETF      100.00%  
Matthews Japan Active ETF      47.95%  
Matthews Korea Active ETF      100.00%  
Matthews Asia Dividend Active ETF      51.46%  

2. Dividends Received Deduction

The Funds report a Dividend Received Deduction pursuant to Section 854 of the Internal Revenue Code for the period ended December 31, 2023 as follows:

 

Matthews Emerging Markets ex China Active ETF      1.24%  
Matthews Emerging Markets Sustainable Future Active ETF      3.41%  
Matthews Asia Innovators Active ETF      2.12%  

3. Foreign Taxes Paid

The Funds have elected to pass through to their shareholders the foreign taxes paid for year ended December 31, 2023 as follows:

 

      Foreign Source Income      Foreign Taxes
Paid/(Credit)
 
Matthews Emerging Markets Equity Active ETF      $1,127,786        $—  
Matthews Emerging Markets ex China Active ETF      145,778        14,269  
Matthews Emerging Markets Sustainable Futures Active ETF      12,584        2,165  
Matthews Pacific Tiger Active ETF      116,451        17,203  
Matthews Asia Innovators Active ETF      1,845,951        179,932  
Matthews China Active ETF      604,029        42,630  
Matthews India Active ETF      4,188         
Matthews Japan Active ETF      7,819        902  
Matthews Korea Active ETF      1,063,668        228,323  
Matthews Asia Dividend Active ETF      9,266        1,110  

4. Qualified Interest Income

The Funds report a portion of the net income dividends distributed during the period ended December 31, 2023, as Qualified Interest Income (QII), as defined in the Internal Revenue Code as follows:

 

      QII Portion  
Matthews Emerging Markets Equity Active ETF      0.27%  
Matthews Emerging Markets ex China Active ETF      3.08%  
Matthews Emerging Markets Sustainable Future Active ETF      8.60%  
Matthews Pacific Tiger Active ETF      19.65%  
Matthews Asia Innovators Active ETF      5.72%  
Matthews China Active ETF      4.12%  
Matthews Japan Active ETF      6.25%  
Matthews Korea Active ETF      1.62%  
Matthews Asia Dividend Active ETF      6.82%  

 

72    MATTHEWS ASIA FUNDS     


Table of Contents

Tax Information (unaudited) (continued)

 

5. Qualified Short-Term Capital Gain Dividends

The Funds report a portion of the short term capital gain dividends distributed during the year ended December 31, 2023, as Qualified Short-Term Gain, as defined in the Internal Revenue Code as follows:

 

      Short-Term Gains  
Matthews Asia Dividend Active ETF      100.00%  

 

     matthewsasia.com | 833.228.5605      73  


Table of Contents

Approval of Investment Management Agreement (unaudited)

 

Matthews Emerging Markets ex China Active ETF

The Matthews Emerging Markets ex China Active ETF (the “Fund”), which is a new series of the Trust, has retained Matthews International Capital Management, LLC (“Matthews”) to manage its assets pursuant to the Management Agreement, which has been approved by the Board of Trustees of the Trust, including the Independent Trustees.

At a meeting held on November 15-16, 2022, the Board, including the Independent Trustees of the Trust, approved the Management Agreement, with respect to the Fund, for an initial term of two years. Following the initial term upon the commencement of operations of the Fund, the Management Agreement continues in effect from year-to-year provided that the continuance is specifically approved at least annually by the vote of the holders of at least a majority of the outstanding shares of the Fund, or by the Board of Trustees, and, in either event, by a majority of the Independent Trustees of the Trust casting votes in person at a meeting called for that purpose.

The Independent Trustees reviewed and discussed the information provided by Matthews at that and prior meetings. The Independent Trustees were assisted in their deliberations by their independent legal counsel. Below is a summary of the factors considered by the Board in approving the Management Agreement with respect to the Fund.

 

1.

The nature, extent and quality of the services to be provided by Matthews under the Management Agreement.

The Trustees considered the services provided to the other series of the Trust pursuant to the Management Agreement and, with respect to those series operated as mutual funds, pursuant to the Investment Advisory Agreement between the Trust, on behalf of each such series, and Matthews. The Trustees further considered the experience and qualifications of the personnel at Matthews who would be responsible for providing services to the Fund and would be responsible for the daily management of the Fund’s portfolio. The Trustees noted Matthews’ on-going commitment to governance, compliance, risk and valuation practices. The Trustees viewed Matthews as well positioned to provide high quality services to the Fund under various market conditions, as demonstrated by the past volatile and challenging securities markets that have caused either contracting revenues or rapidly expanding assets at different times. The Trustees concluded that Matthews has the quality of personnel and other investment resources essential to performing its duties under the Management Agreement, and that the nature, overall quality and extent of such management services are expected to be satisfactory and reliable.

 

2.

The investment performance of Matthews.

The Trustees are familiar with the short-term and long-term performance of other series of the Trust on both an absolute basis and in comparison to peer funds and benchmark indices. The Trustees noted that the Fund is a new Fund without any prior performance, but that Matthews intends to follow a similar framework and investment process as for the

  Matthews Emerging Markets Equity Active ETF and Matthews Emerging Markets Equity Fund. The Board considered the investment performance of those series, while also taking into account relevant distinctions and differences with respect to the investment strategies of the Fund. The Trustees also emphasized longer-term performance goals, which they believe are more important than short isolated periods for purposes of evaluating Matthews’s success in meeting Fund and shareholder objectives. The Trustees concluded that Matthews has the potential to generate acceptable long-term performance for the Fund.

 

3.

The extent to which Matthews will realize economies of scale as the Fund grows larger and whether Fund investors will benefit from any economies of scale.

Because the Fund is new, it is not expected to recognize economies of scale for some time. The Trustees expect to monitor the Fund’s growth and evaluate economies of scale at future renewals of the Management Agreement in effect at that time. They expect that the Fund will benefit from existing economies of scale through relatively low fee rates established at inception, as well as through additional investment in the Trust’s business and the provision of improved or additional infrastructure and services to the Fund and its shareholders. As a result, the Trustees were satisfied about the extent to which economies of scale would be shared with the Fund and its shareholders.

 

4.

The costs of the services to be provided by Matthews and others.

The Trustees considered the management fees and expenses of the Fund in comparison to the advisory fees and other fees and expenses of other existing series of the Trust, noting that, as compared to the other series of the Trust that are operated as mutual funds, the Fund has a unitary management fee structure which will cover most of the ordinary operating expenses of the Fund. The Trustees noted that because Matthews would be assuming many of the operating expenses of the Fund, the total expense ratio for the Fund is lower, and in some cases substantially lower, than the total expense ratios of the series of the Trust that are operated as mutual funds. The Trustees further noted that the total expense ratio of the Fund is the same as the total expense ratio of each other series of the Trust that is operated as an exchange-traded fund. The Trustees also considered the fees and expenses of the competitive universe of actively-managed exchange-traded funds, noting that there were a limited number of such funds in the competitive universe for the Fund. The Trustees considered that the total expense ratio to be paid by investors in the Fund, which is most representative of an investor’s net experience, would be reasonable.

 

5.

The profits to be realized by Matthews and its affiliates from the relationships with the Fund.

The Trustees recognized that, as a new fund with a unitary fee structure, it is unlikely that the Fund will generate profits for Matthews initially and may not do so until the Fund has experienced some significant growth. The Trustees also

 

74    MATTHEWS ASIA FUNDS     


Table of Contents

Approval of Investment Management Agreement (unaudited) (continued)

 

considered that the additional benefits expected to be derived by Matthews from its relationship with the Fund are limited, and largely consist of research benefits received in exchange for “soft dollars.”

No single factor was determinative of the Board’s decision to approve the Management Agreement, but rather the Trustees based their determination on the total mix of information available to them. After considering the factors described above, the Board concluded that the terms of the management arrangements would be fair and reasonable to the Fund in light of the services that Matthews is expected to provide, and that the Fund’s shareholders are expected to receive reasonable value in return for the management fees paid. For these reasons, the approval of the Management Agreement would be in the best interests of the Fund and its shareholders.

The Management Agreement may be terminated by the Trustees on behalf of the Fund or by Matthews upon 60 days’ prior written notice without penalty. The Management Agreement will also terminate automatically in the event of its assignment, as defined in the 1940 Act.

 

     matthewsasia.com | 833.228.5605      75  


Table of Contents

Approval of Investment Management Agreement (unaudited)

 

Matthews Korea Active ETF

The Fund named above, which is a series of the Trust, has retained Matthews International Capital Management, LLC (“Matthews”) to manage its assets pursuant to an Investment Management Agreement dated as of June 30, 2022, as amended (the “Management Agreement”), which has been approved by the Board of Trustees of the Trust, including all of the Trustees who are not “interested persons” (“Independent Trustees”), within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). Following an initial two-year term with respect to the Fund, the Management Agreement continues in effect from year-to-year provided that the continuance is specifically approved at least annually by the vote of the holders of at least a majority of the outstanding shares of the Funds, or by the Board of Trustees, and, in either event, by a majority of the Independent Trustees of the Trust casting votes in person at a meeting called for that purpose (the “Annual 15(c) Process”).

At a meeting held on February 22-23, 2023 (the “Meeting”), the Board, including all of the Independent Trustees, approved the Management Agreement for an initial two-year term from April 28, 2023 through April 27, 2025 with respect to the Fund.

The Board recognized at the Meeting that the approval of the Management Agreement in connection with the organization of the Fund was related to the proposed reorganization of the Matthews Korea Fund into the Fund, which was also considered and approved at the Meeting.

At the Meeting and at a prior meeting of the Independent Trustees on January 12, 2023, the Board received and considered information (both written and oral) provided to assist it in the review of the Management Agreement and made assessments with respect to the Fund. The Independent Trustees were advised by independent legal counsel with respect to these matters. The Independent Trustees discussed the approval of the Management Agreement with representatives of Matthews and among themselves in private sessions on various occasions at which no representatives of Matthews were present.

In addition, the Board received presentations about the Trust and its other series throughout the year from management. That other information considered by the Board addressed many of the factors discussed below, including, but not limited to, information about the services provided by Matthews, its structure, organization, operations and personnel, the financial condition of Matthews and the profitability to Matthews from the Management Agreement, compliance procedures and resources, investment performance of other series and any similar strategies, expected expenses of the Fund, planned distribution and marketing of the Fund, relationships with Authorized Participants and market makers, and other information considered relevant.

In considering information relating to management fee levels, the Board took into account that the Fund would pay

Matthews a single unitary fee and that Matthews would be responsible for payment of all ordinary fund expenses out of the unitary fee. The Board considered that Matthews had aimed to provide an estimate of that portion of the unitary fee that might be considered to constitute payment for advisory services, but noted that such estimates were imprecise and not representative of the different market in which the Fund would operate. The Board noted that the current almost universal practice among exchange-traded funds was to charge a single unitary fee and therefore considered as highly relevant the unitary fees charged by other similarly managed exchange-traded funds. The Board also received, and considered to the extent it thought relevant, information provided by Matthews as to Fund management services and fees as compared to advisory services and fees charged by Matthews to its open-end mutual funds, institutional clients and pooled vehicles organized outside of the United States. The Trustees also considered information comparing the proposed fee and expense levels of the Fund to appropriate peer groups of funds, as well as performance data provided by Matthews with respect to unmanaged benchmarks and pooled vehicles or other accounts managed by Matthews with similar investment objectives and/or strategies to the Fund, as applicable.

Furthermore, throughout the course of the year, the Board received a wide variety of materials relating to the services provided by Matthews, and relating to the nature, extent, and quality of services that would be provided by Matthews to the Fund. The Board also considered that, under the Management Agreement and as part of the unitary management fee, Matthews would provide additional services to the Fund that are essential to the operation of the Fund.

In addition to the information furnished by Matthews, the Trustees were provided with advice from their independent legal counsel discussing their fiduciary duties related to their approval of the Management Agreement and discussed these matters with their counsel.

The Trustees’ determinations at the Meeting were made on the basis of each Trustee’s business judgment after consideration of all the information presented. In deciding to recommend the approval of the Management Agreement with respect to the Fund, the Independent Trustees did not identify any single factor or particular piece of information that, in isolation, was controlling. Each Independent Trustee may also have weighed factors differently. This summary describes the most important, but not all, of the factors considered by the Board and the Independent Trustees.

 

1.

The nature, extent and quality of the services provided by Matthews under the Management Agreement.

The Trustees considered the overall financial strength and long-term stability of Matthews and its ability to provide a high level and high quality of services to the Fund. The Trustees considered that despite recent challenging conditions with respect to revenues and profitability of the organization, which have been caused by contracting revenues and assets under management, a difficult geopolitical environment and market volatility, Matthews has the

 

76    MATTHEWS ASIA FUNDS     


Table of Contents

Approval of Investment Management Agreement (unaudited) (continued)

 

resources to provide high quality services to the Fund. They considered Matthews’ services provided to the Trust and noted that past periods of volatile and challenging securities markets had not resulted in a diminution of services to the Trust and that Matthews has always demonstrated a commitment to employ the resources necessary to maintain the high level of quality and services to the Trust’s family of funds. The Trustees positively viewed Matthews’ emphasis on preserving and enhancing portfolio management team resources, and careful business planning and management.

The Trustees considered the experience and qualifications of the executive and portfolio management personnel at Matthews who are responsible for providing services to the Fund and who would be responsible for the daily management of the Fund’s portfolios. The Trustees noted that Matthews had experienced some turnover at the senior executive and professional staff levels in recent years. In this regard, the Trustees also reviewed with Matthews the efforts undertaken to replace staff where appropriate and to otherwise minimize its impact on the Trust, including enhancements to the portfolio management teams of certain funds. They also reviewed Matthews’ retention strategies and recent personnel developments relevant to the Trust. They discussed efforts by Matthews to provide appropriate support to the Trust, including, but not limited to, appropriate back-up support such as, but not limited to, enhancing the structure of the portfolio management team to better recognize Matthews’ bench of talent, and ensuring succession plans are put in place. Among the improved capabilities noted by the Independent Trustees over the past several years are enhanced risk analytical resources and related professionals, including ongoing enhancements to compliance, risk management, technology, business infrastructure, operations, marketing and client service, as well as enhancements to valuation practices.

The Trustees considered the technical capabilities of Matthews, including the design and implementation of its disaster recovery and business continuity infrastructure. The Trustees also considered the Chief Compliance Officer’s report regarding Matthews’ compliance resources, risk assessment and other compliance initiatives and programs. The Trustees concluded that Matthews has implemented a robust and diligent compliance process, and demonstrates a strong commitment to a culture of compliance. The Independent Trustees took into consideration Matthews’ description of its supervision of the activities of the Fund’s various service providers, as well as supporting the Independent Trustees’ responsibilities and requests and its responsiveness to questions and/or concerns raised by the Trustees throughout the year.

The Trustees noted the significant role played by Matthews, as valuation designee, with respect to the valuation of portfolio securities, including research and analysis related to fair valued securities and due diligence and oversight of pricing vendors.

The Trustees concluded that Matthews had the quality of personnel and other investment resources essential to

performing its duties under the Management Agreement, and that the nature, overall quality, cost and extent of such management services are satisfactory.

 

2.

The investment performance of the Fund.

The Trustees considered the performance of other series of Trust with similar strategies, namely the Korea Fund that would be reorganized into the Fund, on both an absolute basis and in comparison to appropriate peer funds, benchmark indices and to the extent they exist, Matthews’ similarly managed accounts, for various periods. The Trustees considered those investment results in light of the Fund’s objective, strategies and market conditions, noting periods during which there were challenging investment conditions in various Asian and emerging markets. The Board also considered that the Fund has investment objectives, goals and strategies that are nearly identical to the Korea Fund but very different from non-managed broad-based benchmarks, which rendered performance comparisons against such broad-based benchmarks of lesser utility. In this regard, the Board took into account that the Fund is not designed to perform like broad-based indices and therefore that most investors in the Fund likely are not seeking to achieve benchmark-like returns.

After review, the Trustees concluded that the Fund has the potential to achieve acceptable performance. The Trustees also reviewed Matthews’ trading policies and ability to obtain best overall execution for the Fund in the various markets in which the Fund trades securities. The Trustees noted Matthews’ consistent adherence to its long-standing investment approach, which emphasizes fundamental bottom-up driven investment selection in light of its view of regional economic conditions.

 

3.

The extent to which Matthews realizes economies of scale as the Fund grows larger and whether Fund investors benefit from any economies of scale.

The Trustees considered that, although the Fund would be newly launched, it would be the surviving entity in the reorganization with the Korea Fund, which will give it a larger asset base compared to a typical new fund. However, it would still have limited assets at commencement of operations and, therefore, is not expected to recognize economies of scale for some time. The Trustees noted that they expect to monitor the Fund’s growth and evaluate economies of scale at future renewals of the Management Agreement in effect at that time. The Trustees further noted that the Fund benefits from existing economies of scale through relatively low fee rates established at inception, as well as through additional investment in the Trust’s business and the provision of improved or additional infrastructure and services to the Fund and its shareholders. The Trustees discussed Matthews’ ongoing investment in its technology, systems, staffing and other aspects of its business that can benefit the Fund, noting that all these endeavors are a means by which Matthews is sharing economies of scale with the Fund and its shareholders through reinvestment in products and services that are designed to benefit the Fund and its shareholders. The Trustees considered the new personnel hired over recent years, as

 

     matthewsasia.com | 833.228.5605      77  


Table of Contents

Approval of Investment Management Agreement (unaudited) (continued)

 

well as planned hiring, and the extent to which that hiring could be expected to benefit shareholders. As a result, the Trustees remain satisfied about the extent to which economies of scale are being and will continue to be shared with the Fund and its shareholders.

 

4.

The costs of the services provided by Matthews and others.

The Trustees considered the unitary fee, which is the total expense ratio of the Fund. The Board also considered that Matthews had aimed to provide an estimate of that portion of the unitary fee that might be considered to constitute payment for advisory services, but noted that such estimates were imprecise and not representative of the different market in which the Fund operates. The Board considered as highly relevant the unitary fees charged by other similarly managed exchange-traded funds in the Fund’s relevant peer group.

The Trustees also received, and considered to the extent they thought relevant, information relating to the estimated management fees and total expenses of the Fund in comparison to the advisory fees and other fees and expenses of other existing series of the Trust, noting that, as compared to the other series of the Trust that are operated as mutual funds, the Fund has a unitary management fee structure that covers most of the ordinary operating expenses of the Fund. The Board noted that Matthews has agreed to waive a portion of its management fee for the Fund in certain extraordinary circumstances to the extent necessary to ensure that the advisory fee payable by the Fund is not more than the advisory fee that would have been payable by the Korea Fund if the proposed reorganization did not occur;

The Trustees also compared the Fund’s unitary fee with the advisory or management fee charged by Matthews for its separate accounts and other investment products. The Trustees considered Matthews’ explanations as to the differences in services between these products and the Fund, including the differences in the frequency of net asset value calculations and other operational and compliance activities.

The Trustees’ overall assessment with respect to the Fund was that, taking into account the considerations noted below, the total expense ratio to be paid by investors in the Fund, which is most representative of an investor’s net experience, would be fair and reasonable.

The Trustees recognized that, because the Fund is expected to have relatively limited assets at commencement of operations and with a unitary fee structure, it is unlikely that the Fund will generate profits for Matthews initially and may not do so until the Fund has experienced some significant growth.

The Trustees also reviewed information provided regarding the structure and manner in which Matthews’ investment professionals were compensated and their respective views of the relationship of such compensation to the attraction and retention of quality personnel. The Trustees considered Matthews’ willingness to invest in technology, infrastructure and professional staff to reinforce and offer services and to accommodate changing regulatory requirements and industry practices.

The Trustees noted that Matthews has experienced reduced profitability this past year as overall assets under management have fallen due to continued risk off sentiment in the asset class but still appeared to be sufficiently profitable to operate as a viable investment management firm, able to honor its obligations as a sponsor of the Fund, including the funds that do not generate a profit for Matthews. The Trustees noted that, with fluctuations in asset levels in the Trust in recent years, heightened volatility in revenues and profitability could be expected from time to time in the future, but they also noted the increased cost control measures by Matthews with certain continued expenditures on personnel and other resources where appropriate.

Based on information received, the consensus of the Trustees was that Matthews’ expected overall profitability from the Management Agreement with respect to the Fund would not be excessive in the foreseeable future.

 

5.

Ancillary benefits.

The Trustees requested and received from Matthews information concerning other benefits received by Matthews as a result of its respective relationship with the Trust, including various service arrangements with Matthews. These potential benefits included, among other things, the use of soft dollars as well as potential benefits resulting from the structure of compensation arrangements between the Trust, the Adviser and financial intermediaries in the areas of shareholder servicing and sub-transfer agency services. The Board concluded that such benefits were consistent with those generally derived by investment advisers to mutual funds or were otherwise not unusual.

 

6.

Conclusions.

Based on their review, including their consideration of each of the factors referred to above, and assisted by the advice of independent counsel to the Independent Trustees, the Board, including the Independent Trustees, concluded that the Management Agreement would be fair and reasonable with respect to the Fund and its shareholders, and that the approval of the Management Agreement would be in the best interests of the Fund and its shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Management Agreement, but indicated that the Board based its determination on the total mix of information available to it.

 

78    MATTHEWS ASIA FUNDS     


Table of Contents

Approval of Investment Management Agreement (unaudited)

 

Matthews Emerging Markets Equity Active ETF

Matthews Asia Innovators Active ETF

Matthews China Active ETF

The Funds named above, which are series of the Trust, have retained Matthews International Capital Management, LLC (“Matthews”) to manage their assets pursuant to an Investment Management Agreement dated as of June 30, 2022, as amended (the “Management Agreement”), which has been approved by the Board of Trustees of the Trust, including all of the Trustees who are not “interested persons” (“Independent Trustees”), within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). Following an initial two-year term with respect to each Fund, the Management Agreement continues in effect from year-to-year provided that the continuance is specifically approved at least annually by the vote of the holders of at least a majority of the outstanding shares of the Funds, or by the Board of Trustees, and, in either event, by a majority of the Independent Trustees of the Trust casting votes in person at a meeting called for that purpose (the “Annual 15(c) Process”).

At a meeting held on August 23-24, 2023 (the “Meeting”), the Board, including all of the Independent Trustees, approved the continuation of the Management Agreement for an additional one-year term ending June 29, 2025, with respect to each Fund.

At the Meeting and at a prior meeting of the Independent Trustees on August 18, 2023, the Board received and considered information (both written and oral) provided to assist it in the review of the Management Agreement and made assessments with respect to each Fund individually. The Independent Trustees were advised by independent legal counsel with respect to these matters. Prior to the August 18, 2023 meeting, a working group of Independent Trustees and independent legal counsel had met with representatives of Matthews on August 2, 2023 to review relevant information in connection with the Annual 15(c) Process. After the August 2, 2023 and August 18, 2023 meetings, the Independent Trustees asked Matthews to provide certain additional information and to respond to certain additional questions at the Meeting. The Independent Trustees then reviewed this supplemental information, which was provided prior to and at the Meeting. The Independent Trustees discussed the renewal of the Management Agreement with representatives of Matthews and among themselves in private sessions on various occasions at which no representatives of Matthews were present.

In addition, the Board received presentations about the Funds throughout the year from management. Among the information considered by the Board were responses to a detailed information request sent on behalf of the Independent Trustees by their independent legal counsel. Matthews furnished extensive information in response to this request with respect to many subjects relating to the Management Agreement and other related agreements and addressed many of the factors discussed below, including, but not limited to, information about the services provided by Matthews, its structure, organization, operations and

personnel, the financial condition of Matthews and the profitability to Matthews from the Management Agreement, compliance procedures and resources, investment performance of the Funds, expenses of the Funds, brokerage and portfolio transactions, distribution and marketing of the Funds, relationships with Authorized Participants and market makers, and other information considered relevant.

In considering information relating to management fee levels, the Board took into account that the Funds pay Matthews a single unitary fee and that Matthews is responsible for payment of all ordinary fund expenses out of the unitary fee. The Board considered that Matthews had aimed to provide an estimate of that portion of the unitary fee that might be considered to constitute payment for advisory services, but noted that such estimates were imprecise and not representative of the different market that the Funds operate in. The Board noted that the current almost universal practice among exchange-traded funds was to charge a single unitary fee and therefore considered as highly relevant the unitary fees charged by other similarly managed exchange-traded funds. The Board also received, and considered to the extent they thought relevant, information provided by Matthews as to Fund management services and fees as compared to advisory services and fees charged by Matthews to its open-end mutual funds, institutional clients and pooled vehicles organized outside of the United States. The Trustees also considered information provided by an independent data provider, Broadridge, comparing the investment performance and the fee and expense levels of each Fund to appropriate peer groups of funds, as well as performance data provided by Matthews with respect to unmanaged benchmarks and pooled vehicles or other accounts managed by Matthews with similar investment objectives and/or strategies to the Funds, as applicable.

The Independent Trustees also considered that they had engaged an independent data provider, Broadridge, to assist them in their Annual 15(c) Process. The Independent Trustees considered the work and analysis performed by the independent data provider in selecting appropriate peer groups for the Funds. Furthermore, throughout the course of the year, the Board received a wide variety of materials relating to the services provided by Matthews, including reports on each Fund’s investment results, portfolio composition, portfolio trading practices, and other information relating to the nature, extent, and quality of services provided by Matthews to the Funds. The Board also considered that, under the Management Agreement and as part of the unitary management fee, Matthews provides additional services to the Funds that are essential to the operation of the Funds.

In addition to the information furnished by Matthews, the Trustees were provided with a legal memorandum from their independent legal counsel discussing their fiduciary duties related to their approval of the continuation of the Management Agreement and discussed these matters with their counsel. The Board’s consideration of all this information, both at the Meeting and throughout the year, is part of a systematic process that it has used, and continues to use, with regard to the Annual 15(c) Process.

 

     matthewsasia.com | 833.228.5605      79  


Table of Contents

Approval of Investment Management Agreement (unaudited) (continued)

 

The Trustees’ determinations at the Meeting were made on the basis of each Trustee’s business judgment after consideration of all the information presented. In deciding to recommend the renewal of the Management Agreement with respect to each Fund, the Independent Trustees did not identify any single factor or particular piece of information that, in isolation, was controlling. Each Independent Trustee may also have weighed factors differently. This summary describes the most important, but not all, of the factors considered by the Board and the Independent Trustees.

 

1.

The nature, extent and quality of the services provided by Matthews under the Management Agreement.

The Trustees considered the overall financial strength and long-term stability of Matthews and its ability to continue to provide a high level and high quality of services to the Funds. The Trustees considered that despite recent challenging conditions with respect to revenues and profitability of the organization, which have been caused by contracting revenues and assets under management, a difficult geopolitical environment and market volatility, Matthews has continued to provide high quality services to the Funds. They considered Matthews’ services provided to the Trust and noted that past periods of volatile and challenging securities markets had not resulted in a diminution of services to the Trust and that Matthews has always demonstrated a commitment to employ the resources necessary to maintain the high level of quality and services to the Trust’s family of funds. The Trustees positively viewed Matthews’ emphasis on preserving and enhancing portfolio management team resources, and careful business planning and management.

The Trustees considered the experience and qualifications of the executive and portfolio management personnel at Matthews who are responsible for providing services to the Funds and who are responsible for the daily management of the Funds’ portfolios. The Trustees noted that Matthews had experienced some turnover at the senior executive and professional staff levels in recent years. In this regard, the Trustees reviewed with Matthews the efforts undertaken to replace staff where appropriate and to otherwise minimize its impact on the Funds, including enhancements to the portfolio management teams of certain Funds. They also reviewed Matthews’ retention strategies and recent personnel developments relevant to certain of the Funds. They discussed efforts by Matthews to provide appropriate support to the Funds, including, but not limited to, appropriate back-up support for each Fund such as, but not limited to, enhancing the structure of the portfolio management teams to better recognize Matthews’ bench of talent, and ensuring succession plans are put in place. Among the improved capabilities noted by the Independent Trustees over the past several years are enhanced risk analytical resources and related professionals, including ongoing enhancements to compliance, risk management, technology, business infrastructure, operations, marketing and client service, as well as enhancements to valuation practices.

The Trustees considered the technical capabilities of Matthews, including the design and implementation of its disaster recovery and business continuity infrastructure. The Trustees also considered the Chief Compliance Officer’s report regarding Matthews’ compliance resources, risk assessment and other compliance initiatives and programs. The Trustees concluded that Matthews has implemented a robust and diligent compliance process, and demonstrates a strong commitment to a culture of compliance. The Independent Trustees took into consideration Matthews’ description of its supervision of the activities of the Funds’ various service providers, as well as supporting the Independent Trustees’ responsibilities and requests and its responsiveness to questions and/or concerns raised by the Trustees throughout the year.

The Trustees noted the significant role played by Matthews, as valuation designee, with respect to the valuation of portfolio securities, including research and analysis related to fair valued securities and due diligence and oversight of pricing vendors.

The Trustees concluded that Matthews had the quality of personnel and other investment resources essential to performing its duties under the Management Agreement, and that the nature, overall quality, cost and extent of such management services are satisfactory.

 

2.

The investment performance of the Funds.

The Trustees reviewed the performance of each Fund on both an absolute basis and in comparison to appropriate peer funds, benchmark indices and to the extent they exist, Matthews’ similarly managed accounts, for the period since the Funds’ inception through June 30, 2023. The Trustees considered investment results in light of each Fund’s objective, strategies and market conditions, noting periods during which there were challenging investment conditions in various Asian and emerging markets. The Independent Trustees reviewed information as to peer group selections presented by Broadridge. In doing so, the Trustees recognized and took into account that the specialized nature of the Funds made it sometimes difficult to fairly benchmark performance against peers and also took into account that certain funds had a very limited universe of peers. The Board also considered that the Funds had investment objectives, goals and strategies that were very different from non-managed broad-based benchmarks, which rendered performance comparisons against such broad-based benchmarks of lesser utility. In this regard, the Board took into account that the Funds are not designed to perform like broad-based indices and therefore that most investors in the Funds likely are not seeking to achieve benchmark-like returns.

The Trustees reviewed each Fund’s performance on a case-by-case basis and noted that the Funds had commenced operations in July 2022 and therefore had only limited performance history to review. The Board also took into account that each Fund’s track record was measured as of a specific ending date, and that track records can vary as of different measurement dates. Therefore, in reviewing a Fund that is

 

80    MATTHEWS ASIA FUNDS     


Table of Contents

Approval of Investment Management Agreement (unaudited) (continued)

 

currently underperforming, the Trustees also considered the market conditions experienced during the period under review, as well as the outlook for the Fund going forward in light of expected future market conditions.

The Trustees discussed with Matthews the fact that certain periods of underperformance may be transitory while other periods of underperformance may be caused by factors that warrant further consideration. To the extent of any concerns about performance with respect to a Fund, the Trustees noted that Matthews had provided an explanation for that performance and explained its reasons for maintaining a consistent investment philosophy going forward. A summary of each Fund’s performance track record is provided below.

For Matthews Asia Innovators Active ETF, the Trustees noted that the Fund’s performance ranked in the fifth quintile for the since-inception period. The Trustees also noted that the Fund underperformed the median of its peer group for same period. The Board considered Matthews’ discussion regarding the factors contributing to underperformance and efforts undertaken to improve performance and also noted the limited operating history of the Fund.

For Matthews China Active ETF, the Trustees noted that the Fund’s performance ranked in the second quintile for the since-inception period. The Trustees also noted that the Fund outperformed the median of its peer group for same period. The Board further noted the limited operating history of the Fund.

For Matthews Emerging Markets Equity Active ETF, the Trustees noted that the Fund’s performance ranked in the third quintile for the since-inception period. The Trustees also noted that the Fund outperformed the median of its peer group for same period. The Board further noted the limited operating history of the Fund.

After review, the Trustees concluded that each Fund’s overall performance was satisfactory or was being addressed as needed. The Trustees also reviewed Matthews’ trading policies and efforts to obtain best overall execution for the Funds in the various markets in which the Funds trade securities. The Trustees noted Matthews’ consistent adherence to its long-standing investment approach, which emphasizes fundamental bottom-up driven investment selection in light of its view of regional economic conditions.

 

3.

The extent to which Matthews realizes economies of scale as the Funds grow larger and whether Fund investors benefit from any economies of scale.

The Trustees considered that because the Funds are newly launched, they are not expected to recognize economies of scale for some time. The Trustees noted that they expect to monitor each Fund’s growth and evaluate economies of scale at future renewals of the Management Agreement in effect at that time. The Trustees further noted that each Fund benefits from existing economies of scale through relatively low fee rates established at inception, as well as through additional investment in the Trust’s business and the provision of improved or additional infrastructure and services to the

Funds and their shareholders. The Trustees discussed Matthews’ ongoing investment in its technology, systems, staffing and other aspects of its business that can benefit the Funds, noting that all these endeavors are a means by which Matthews is sharing economies of scale with the Funds and their shareholders through reinvestment in products and services that are designed to benefit the Funds and their shareholders. The Trustees considered the new personnel hired over recent years, as well as planned hiring, and the extent to which that hiring could be expected to benefit shareholders. As a result, the Trustees remain satisfied about the extent to which economies of scale are being and will continue to be shared with the Funds and their shareholders.

 

4.

The costs of the services provided by Matthews and others.

The Trustees considered the unitary fee, which was the total expense ratio of each Fund. The Board also considered that Matthews had aimed to provide an estimate of that portion of the unitary fee that might be considered to constitute payment for advisory services, but noted that such estimates were imprecise and not representative of the different market that the Funds operate in. The Board considered as highly relevant the unitary fees charged by other similarly managed exchange-traded funds in each Fund’s relevant peer group. The Trustees reviewed information developed by Broadridge as to appropriate peer groups for each Fund for these purposes.

The Trustees also received, and considered to the extent they thought relevant, information relating to the estimated management fees and total expenses of the Funds in comparison to the advisory fees and other fees and expenses of other existing series of the Trust, noting that, as compared to the other series of the Trust that are operated as mutual funds, the Funds have a unitary management fee structure that covers most of the ordinary operating expenses of the Funds.

The Trustees also compared the Funds unitary fee with the advisory or management fee charged by Matthews for its separate accounts and other investment products. The Trustees considered Matthews’ explanations as to the differences in services between these products and the Funds, including the differences in the frequency of net asset value calculations and other operational and compliance activities.

The Trustees’ overall assessment with respect to each Fund was that, taking into account the considerations noted below, the total expense ratio to be paid by investors in the Fund, which is most representative of an investor’s net experience, was fair and reasonable.

For the Matthews Asia Innovators Active ETF, the actual management fee was above the peer group median and the contractual management fee was slightly above the peer group median. The actual total expenses were above the peer group median.

For the Matthews China Active ETF, the actual management fee was above the peer group median and the contractual management fee was above the peer group median. The actual total expenses were above the peer group median.

 

     matthewsasia.com | 833.228.5605      81  


Table of Contents

Approval of Investment Management Agreement (unaudited) (continued)

 

For the Matthews Emerging Markets Equity Active ETF, the actual management fee was above the peer group median and the contractual management fee was above the peer group median. The actual total expenses were slightly below the peer group median.

The Trustees reviewed information provided by Matthews regarding the costs of sponsoring and operating the Funds and information regarding the profitability to Matthews of the Management Agreement both on a fund-by-fund basis and overall for the family of Funds. In considering profitability, the Trustees discussed and considered the methodology employed by Matthews in calculating profit margins but also considered other elements relevant to discussions of profitability, such as the entrepreneurial risk undertaken by Matthews in sponsoring and maintaining the Funds. The Trustees recognized that, as new funds with a unitary fee structure, it is unlikely that a Fund will generate profits for Matthews initially and may not do so until the Fund has experienced some significant growth.

The Trustees also reviewed information provided regarding the structure and manner in which Matthews’ investment professionals were compensated and their respective views of the relationship of such compensation to the attraction and retention of quality personnel. The Trustees considered Matthews’ willingness to invest in technology, infrastructure and professional staff to reinforce and offer services and to accommodate changing regulatory requirements and industry practices.

The Trustees noted that Matthews has experienced reduced profitability this past year as overall assets under management have fallen significantly due to continued risk off sentiment in the asset class but still appeared to be sufficiently profitable to operate as a viable investment management firm, able to honor its obligations as a sponsor of the Funds, including the Funds that did not generate a profit for Matthews, without earning excessive profits from any particular Fund or from the overall relationship with the Funds. The Trustees noted that, with fluctuations in asset levels in the Trust in recent years, heightened volatility in revenues and profitability could be expected from time to time in the future, but they also noted the increased cost control measures by Matthews with certain continued expenditures on

personnel and other resources where appropriate. The Board also considered information relating to the profitability of a limited number of publicly traded investment advisers, although the Board noted that this information was of limited utility because it was comprised of a limited universe of advisers, did not provide any information as to how profitability was determined and did not limit profitability analysis to the performance of advisory services to registered investment companies. The Board further noted that these advisers differed significantly from Matthews because they were not solely dedicated to investment in the Asian and emerging markets.

Based on information received, the Trustees noted that Matthews’ overall profitability from the Management Agreement appeared not to be excessive at the current time.

 

5.

Ancillary benefits.

The Trustees requested and received from Matthews information concerning other benefits received by Matthews as a result of its respective relationship with the Funds, including various service arrangements with Matthews. These potential benefits included, among other things, the use of soft dollars as well as potential benefits resulting from the structure of compensation arrangements between the Trust, the Adviser and financial intermediaries in the areas of shareholder servicing and sub-transfer agency services. The Board concluded that such benefits were consistent with those generally derived by investment advisers to mutual funds or were otherwise not unusual.

 

6.

Conclusions.

Based on their review, including their consideration of each of the factors referred to above, and assisted by the advice of independent counsel to the Independent Trustees, the Board, including the Independent Trustees, concluded that the Management Agreement was fair and reasonable with respect to each Fund and its shareholders, and that the renewal of the Management Agreement would be in the best interests of each Fund and its shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Management Agreement, but indicated that the Board based its determination on the total mix of information available to it.

 

82    MATTHEWS ASIA FUNDS     


Table of Contents

Approval of Investment Management Agreement (unaudited)

 

Matthews Emerging Markets Sustainable Future Active ETF

Matthews Pacific Tiger Active ETF

Matthews India Active ETF

Matthews Japan Active ETF

Matthews Asia Dividend Active ETF

The Funds named above, which are series of the Trust, have retained Matthews International Capital Management, LLC (“Matthews”) to manage their assets pursuant to an Investment Management Agreement dated as of June 30, 2022, as amended (the “Management Agreement”), which has been approved by the Board of Trustees of the Trust, including all of the Trustees who are not “interested persons” (“Independent Trustees”), within the meaning of the Investment Company Act of 1940, as amended (the “1940 Act”). Following an initial two-year term with respect to each Fund, the Management Agreement continues in effect from year-to-year provided that the continuance is specifically approved at least annually by the vote of the holders of at least a majority of the outstanding shares of the Funds, or by the Board of Trustees, and, in either event, by a majority of the Independent Trustees of the Trust casting votes in person at a meeting called for that purpose (the “Annual 15(c) Process”).

At a meeting held on August 23-24, 2023 (the “Meeting”), the Board, including all of the Independent Trustees, approved the Management Agreement for an initial two-year term from September 20, 2023 through September 19, 2025 with respect to each Fund.

At the Meeting and at a prior meeting of the Independent Trustees on July 6, 2023, the Board received and considered information (both written and oral) provided to assist it in the review of the Management Agreement and made assessments with respect to each Fund individually. The Independent Trustees were advised by independent legal counsel with respect to these matters. The Independent Trustees discussed the approval of the Management Agreement with representatives of Matthews and among themselves in private sessions on various occasions at which no representatives of Matthews were present.

In addition, the Board received presentations about the Trust and its other series throughout the year from management. That other information considered by the Board addressed many of the factors discussed below, including, but not limited to, information about the services provided by Matthews, its structure, organization, operations and personnel, the financial condition of Matthews and the profitability to Matthews from the Management Agreement, compliance procedures and resources, investment performance of other series and any similar strategies, expected expenses of the Funds, planned distribution and marketing of the Funds, relationships with Authorized Participants and market makers, and other information considered relevant.

In considering information relating to management fee levels, the Board took into account that the Funds would pay Matthews a single unitary fee and that Matthews would be responsible for payment of all ordinary fund expenses out of

the unitary fee. The Board considered that Matthews had aimed to provide an estimate of that portion of the unitary fee that might be considered to constitute payment for advisory services, but noted that such estimates were imprecise and not representative of the different market in which the Funds would operate. The Board noted that the current almost universal practice among exchange-traded funds was to charge a single unitary fee and therefore considered as highly relevant the unitary fees charged by other similarly managed exchange-traded funds. The Board also received, and considered to the extent it thought relevant, information provided by Matthews as to Fund management services and fees as compared to advisory services and fees charged by Matthews to its open-end mutual funds, institutional clients and pooled vehicles organized outside of the United States. The Trustees also considered information comparing the proposed fee and expense levels of each Fund to appropriate peer groups of funds, as well as performance data provided by Matthews with respect to unmanaged benchmarks and pooled vehicles or other accounts managed by Matthews with similar investment objectives and/or strategies to the Funds, as applicable.

Furthermore, throughout the course of the year, the Board received a wide variety of materials relating to the services provided by Matthews, and relating to the nature, extent, and quality of services that would be provided by Matthews to the Funds. The Board also considered that, under the Management Agreement and as part of the unitary management fee, Matthews would provide additional services to the Funds that are essential to the operation of the Funds.

In addition to the information furnished by Matthews, the Trustees were provided with advice from their independent legal counsel discussing their fiduciary duties related to their approval of the Management Agreement and discussed these matters with their counsel.

The Trustees’ determinations at the Meeting were made on the basis of each Trustee’s business judgment after consideration of all the information presented. In deciding to recommend the approval of the Management Agreement with respect to each Fund, the Independent Trustees did not identify any single factor or particular piece of information that, in isolation, was controlling. Each Independent Trustee may also have weighed factors differently. This summary describes the most important, but not all, of the factors considered by the Board and the Independent Trustees.

 

1.

The nature, extent and quality of the services provided by Matthews under the Management Agreement.

The Trustees considered the overall financial strength and long-term stability of Matthews and its ability to provide a high level and high quality of services to the Funds. The Trustees considered that despite recent challenging conditions with respect to revenues and profitability of the organization, which have been caused by contracting revenues and assets under management, a difficult geopolitical environment and market volatility, Matthews has the resources to provide high quality services to the Funds. They

 

     matthewsasia.com | 833.228.5605      83  


Table of Contents

Approval of Investment Management Agreement (unaudited) (continued)

 

considered Matthews’ services provided to the Trust and noted that past periods of volatile and challenging securities markets had not resulted in a diminution of services to the Trust and that Matthews has always demonstrated a commitment to employ the resources necessary to maintain the high level of quality and services to the Trust’s family of funds. The Trustees positively viewed Matthews’ emphasis on preserving and enhancing portfolio management team resources, and careful business planning and management.

The Trustees considered the experience and qualifications of the executive and portfolio management personnel at Matthews who would be responsible for providing services to the Funds and who are responsible for the daily management of the Funds’ portfolios. The Trustees noted that Matthews had experienced some turnover at the senior executive and professional staff levels in recent years. In this regard, the Trustees reviewed with Matthews the efforts undertaken to replace staff where appropriate and to otherwise minimize its impact on the Trust, including enhancements to the portfolio management teams of certain funds. They also reviewed Matthews’ retention strategies and recent personnel developments relevant to the Trust. They discussed efforts by Matthews to provide appropriate support to the Trust, including, but not limited to, appropriate back-up support such as, but not limited to, enhancing the structure of the portfolio management team to fully recognize Matthews’ bench of talent, and ensuring succession plans are put in place. Among the improved capabilities noted by the Independent Trustees over the past several years are enhanced risk analytical resources and related professionals, including ongoing enhancements to compliance, risk management, technology, business infrastructure, operations, marketing and client service, as well as enhancements to valuation practices.

The Trustees considered the technical capabilities of Matthews, including the design and implementation of its disaster recovery and business continuity infrastructure. The Trustees also considered the Chief Compliance Officer’s report regarding Matthews’ compliance resources, risk assessment and other compliance initiatives and programs. The Trustees concluded that Matthews has implemented a robust and diligent compliance process, and demonstrates a strong commitment to a culture of compliance. The Independent Trustees took into consideration Matthews’ description of its supervision of the activities of the Funds’ various service providers, as well as supporting the Independent Trustees’ responsibilities and requests and its responsiveness to questions and/or concerns raised by the Trustees throughout the year.

The Trustees noted the significant role played by Matthews, as valuation designee, with respect to the valuation of portfolio securities, including research and analysis related to fair valued securities and due diligence and oversight of pricing vendors.

The Trustees concluded that Matthews had the quality of personnel and other investment resources essential to performing its duties under the Management Agreement, and

that the nature, overall quality, cost and extent of such management services are satisfactory.

 

2.

The investment performance of the Funds.

The Trustees considered the performance of other series of Trust with similar strategies, on both an absolute basis and in comparison to appropriate peer funds, benchmark indices and to the extent they exist, Matthews’ similarly managed accounts, for various periods. The Trustees considered those investment results in light of each Fund’s objective, strategies and market conditions, noting periods during which there were challenging investment conditions in various Asian and emerging markets. The Board also considered that the Funds had investment objectives, goals and strategies that were very different from non-managed broad-based benchmarks, which rendered performance comparisons against such broad-based benchmarks of lesser utility. In this regard, the Board took into account that the Funds are not designed to perform like broad-based indices and therefore that most investors in the Funds likely are not seeking to achieve benchmark-like returns.

After review, the Trustees concluded that each Fund has the potential to achieve acceptable performance. The Trustees also reviewed Matthews’ trading policies and ability to obtain best overall execution for the Funds in the various markets in which the Funds trade securities. The Trustees noted Matthews’ consistent adherence to its long-standing investment approach, which emphasizes fundamental bottom-up driven investment selection in light of its view of regional economic conditions.

 

3.

The extent to which Matthews realizes economies of scale as the Funds grow larger and whether Fund investors benefit from any economies of scale.

The Trustees considered that because the Funds would be newly launched, they are not expected to recognize economies of scale for some time. The Trustees noted that they expect to monitor each Fund’s growth and evaluate economies of scale at future renewals of the Management Agreement in effect at that time. The Trustees further noted that each Fund benefits from existing economies of scale through relatively low fee rates established at inception, as well as through additional investment in the Trust’s business and the provision of improved or additional infrastructure and services to the Funds and their shareholders. The Trustees discussed Matthews’ ongoing investment in its technology, systems, staffing and other aspects of its business that can benefit the Funds, noting that all these endeavors are a means by which Matthews is sharing economies of scale with the Funds and their shareholders through reinvestment in products and services that are designed to benefit the Funds and their shareholders. The Trustees considered the new personnel hired over recent years, as well as planned hiring, and the extent to which that hiring could be expected to benefit shareholders. As a result, the Trustees remain satisfied about the extent to which economies of scale are being and will continue to be shared with the Funds and their shareholders.

 

84    MATTHEWS ASIA FUNDS     


Table of Contents

Approval of Investment Management Agreement (unaudited) (continued)

 

4.

The costs of the services provided by Matthews and others.

The Trustees considered the unitary fee, which is the total expense ratio of each Fund. The Board also considered that Matthews had aimed to provide an estimate of that portion of the unitary fee that might be considered to constitute payment for advisory services, but noted that such estimates were imprecise and not representative of the different market in which the Funds operate. The Board considered as highly relevant the unitary fees charged by other similarly managed exchange-traded funds in each Fund’s relevant peer group.

The Trustees also received, and considered to the extent they thought relevant, information relating to the estimated management fees and total expenses of the Funds in comparison to the advisory fees and other fees and expenses of other existing series of the Trust, noting that, as compared to the other series of the Trust that are operated as mutual funds, the Funds have a unitary management fee structure that covers most of the ordinary operating expenses of the Funds.

The Trustees also compared the Funds unitary fee with the advisory or management fee charged by Matthews’ for its separate accounts and other investment products. The Trustees considered Matthews’ explanations as to the differences in services between these products and the Funds, including the differences in the frequency of net asset value calculations and other operational and compliance activities.

The Trustees’ overall assessment with respect to each Fund was that, taking into account the considerations noted below, the total expense ratio to be paid by investors in the Fund, which is most representative of an investor’s net experience, would be fair and reasonable.

The Trustees recognized that, as new funds with a unitary fee structure, it is unlikely that a Fund will generate profits for Matthews initially and may not do so until the Fund has experienced some significant growth.

The Trustees also reviewed information provided regarding the structure and manner in which Matthews’ investment professionals were compensated and their respective views of the relationship of such compensation to the attraction and retention of quality personnel. The Trustees considered Matthews’ willingness to invest in technology, infrastructure and professional staff to reinforce and offer services and to accommodate changing regulatory requirements and industry practices.

The Trustees noted that Matthews has experienced reduced profitability this past year as overall assets under management have fallen due to continued risk off sentiment in the asset class but still appeared to be sufficiently profitable to operate as a viable investment management firm, able to honor its obligations as a sponsor of the Funds, including the funds that do not generate a profit for Matthews. The Trustees noted that, with fluctuations in asset levels in the Trust in recent years, heightened volatility in revenues and profitability could be expected from time to time in the future, but they also noted the increased cost control measures by Matthews with certain continued expenditures on personnel and other resources where appropriate.

Based on information received, the consensus of the Trustees was that Matthews’ expected overall profitability from the Management Agreement with respect to the Funds would not be excessive in the foreseeable future.

 

5.

Ancillary benefits.

The Trustees requested and received from Matthews information concerning other benefits received by Matthews as a result of its respective relationship with the Trust, including various service arrangements with Matthews. These potential benefits included, among other things, the use of soft dollars as well as potential benefits resulting from the structure of compensation arrangements between the Trust, the Adviser and financial intermediaries in the areas of shareholder servicing and sub-transfer agency services. The Board concluded that such benefits were consistent with those generally derived by investment advisers to mutual funds or were otherwise not unusual.

 

6.

Conclusions.

Based on their review, including their consideration of each of the factors referred to above, and assisted by the advice of independent counsel to the Independent Trustees, the Board, including the Independent Trustees, concluded that the Management Agreement would be fair and reasonable with respect to each Fund and its shareholders, and that the approval of the Management Agreement would be in the best interests of each Fund and its shareholders. The Board did not indicate that any single factor was determinative of its decision to approve the Management Agreement, but indicated that the Board based its determination on the total mix of information available to it.

 

     matthewsasia.com | 833.228.5605      85  


Table of Contents

Statement Regarding Liquidity Risk Management Program

The Securities and Exchange Commission adopted Rule 22e-4 under the Investment Company Act of 1940, as amended (the “Liquidity Rule”) to promote effective liquidity risk management throughout the open-end investment company industry. Each Fund has adopted and implemented a liquidity risk management program (the “Program”) in accordance with the Liquidity Rule. The Program seeks to assess and manage each Fund’s liquidity risk (i.e., the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interests in the Fund). The Program relies on a third-party vendor to assist with the liquidity classifications of the Funds’ portfolio holdings.

The Board of Trustees (the “Board”) of the Matthews International Funds (the “Funds”) met on November 15, 2023 (the “Meeting”) to review the Program, in accordance with the requirements of the Liquidity Rule. The Board has appointed the Liquidity Risk Management Committee (“LRMC”), a sub-committee of the Enterprise Risk Management Committee of Matthews International Capital Management, LLC, as Program Administrator.

At the Meeting, the LRMC provided the Board with a report that addressed the operation of the Program and assessed its adequacy and effectiveness of implementation, including, if applicable, the operation of the Highly Liquid Investment Minimum (“HLIM”) and any material changes to the Program (the “Report”). The Report covered the period from October 1, 2022, through October 31, 2023 (the “Program Reporting Period”).

The Report included a portfolio liquidity profile of each Fund as of October 31, 2023. The Report also discussed, among other things, the factors and assumptions considered in establishing a Fund’s HLIM and Reasonably Anticipated Trading Size; the results of stress tests designed to assess liquidity under hypothetical stressed scenarios; and the impact of local holidays in non-US jurisdictions. The Board approved revisions to the Funds’ RATS and HLIM at the Meeting

The Report concluded that based on the operation of the functions, as described in the Report, the Program is reasonably designed to assess and manage liquidity risk and was adequately and effectively implemented during the Program Reporting Period.

 

86    MATTHEWS ASIA FUNDS     


Table of Contents

Trustees and Officers of the Funds (unaudited)

The operations of each Fund are under the direction of the Board of Trustees. The Board of Trustees establishes each Fund’s policies and oversees and reviews the management of each Fund. The Board meets regularly to review the activities of the officers, who are responsible for the day-to-day operations of the Funds. The Statement of Additional Information, which includes additional information about Fund Trustees, is available without charge by calling 833.228.5605 or by visiting the Funds’ website, matthewsasia.com. The Trustees and executive officers of the Funds, their year of birth, business address, principal occupations during the past five years and other trusteeships/directorships are set forth below:

 

Name, Year of Birth,

Address and Position(s)

Held with Trust

   Term of
Office and
Length of
Time Served1
  

Principal Occupation(s)

During Past 5 Years

   Number of
Portfolios in
Fund Complex
Overseen by
Trustee
  

Other Trusteeships/Directorships

(number of portfolios) Held by Trustee

INDEPENDENT TRUSTEES         

GALE K. CARUSO

Born 1957

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Chair of the Board of Trustees and Trustee

   Trustee since 2015, Vice Chair (2021), and Chair of the Board since 2022    Formerly President and Chief Executive Officer (1999–2003), Zurich Kemper Life (life insurance and annuities); Chairman, President and Chief Executive Officer (1994–1999), Scudder Canada Investor Services, Ltd. (investment management); Managing Director (1986–1999), Scudder Kemper Investments, Inc. (investment management).   

23

   Trustee (since 2006), Pacific Select Funds (47 Portfolios); Member, Board of Governors (since 2022), Investment Company Institute; Member, Governing Council (since 2016), Independent Directors Council; Director (2005-2012), Make-A-Wish of Maine.

NEAL ANDREWS*

Born 1966

Four Embarcadero

Center

Suite 550

San Francisco, CA 94111 Trustee

   Since 2024   

Managing Director, BlackRock Inc. (2006–2020), Chief Financial Officer BlackRock Funds (2007–2020) and BlackRock iShares (2019); Senior Vice President and Line of Business Head, Accounting and Administration, PFPC Inc. (1992–2006); Senior Auditor, Price Waterhouse LLP (1987–1992).

  

23

   Segall Bryant & Hamill Funds Trust (2023), (16 Portfolios)

CHRISTOPHER LEE

Born 1967

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Trustee

   Since 2015    Consultant and Associate Professor (since 2017), Hong Kong University of Science and Technology; Lecturer (part-time) (2013–2019), The Chinese University of Hong Kong; Private Investor and Partner (since 2012), FAA Investments (financial holding company); Managing Director, Asia Region, and Head of Global Markets Investment Products & db-X (2010–2012), Deutsche Bank AG (financial services); Managing Director, Equity Risk Management Products, and Head of Intermediary Business (2002–2010), UBS AG (financial services); Vice President, Global Markets & Investment Bank (2000–2002), Vice President, International Private Clients Group (1997–2000), Associate, Debt and Equity Markets Group (1995–1997), Merrill Lynch & Co., Inc. (brokerage and investment management).   

23

   Director (since 2017), Hong Kong Securities and Investment Institute; Director (2013–2018), Asian Master Funds (Australia) (1 Portfolio); Trustee (2013-2022), African Wildlife Foundation; Trustee (2010–2016), Oakland Museum of California.

RICHARD K. LYONS

Born 1961

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Trustee

   Since 2010    Chief Innovation and Entrepreneurship Officer (since 2020), UC Berkeley; Dean (2008–2018), Haas School of Business, UC Berkeley; Chief Learning Officer (2006–2008), Goldman Sachs (investment banking and investment management).   

23

   Trustee (since 2018), Syntax ETF Trust; Trustee (2001–2006), Barclays Global Investor Funds and Master Investment Portfolios (15 Portfolios); Trustee (2000–2006), iShares, Inc. (24 Portfolios) and iShares Trust (over 70 Portfolios); Trustee (1994–2006) and Chairman of the Board (2000–2006), Matthews Asia Funds (9 Portfolios).

 

1

Each Trustee serves for an indefinite term until his/her successor is elected and qualified or until his/her retirement, death, resignation or removal in accordance with the Trust’s policies. Officers serve at the pleasure of the Board of Trustees.

*

Effective January 1, 2024.

 

     matthewsasia.com | 833.228.5605      87  


Table of Contents

Trustees and Officers of the Funds (unaudited) (continued)

 

Name, Year of Birth,

Address and Position(s)

Held with Trust

   Term of Office
and Length of
Time Served1
  

Principal Occupation(s)

During Past 5 Years

   Number of
Portfolios in
Fund Complex
Overseen by
Trustee
  

Other Trusteeships/Directorships

(number of portfolios) Held by Trustee

INDEPENDENT TRUSTEES         

RHODA ROSSMAN

Born 1958

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Trustee

   Since 2006    Council Member (since 2019), California Catastrophe Response Council; Vice President, Corporate Investment Officer (2007–2010), Senior Vice President and Treasurer (2003–2007), The PMI Group, Inc. (mortgage insurer).   

23

    

JONATHAN F. ZESCHIN

Born 1953

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Trustee

   Trustee since 2007 and Chair of the Board (2014–2021)    Partner (since 2009), Essential Investment Partners, LLC (investment advisory and wealth management).   

23

   Trustee (2019), Russell Investment Funds (9 portfolios) and Russell Investment Company (32 portfolios).

Name, Year of Birth,

Address and Position(s)

Held with Trust

   Term of Office
and Length of
Time Served1
  

Principal Occupation(s)

During Past 5 Years

   Number of
Portfolios in
Fund Complex
Overseen by
Trustee
  

Other Trusteeships/Directorships

(number of portfolios) Held by Trustee

INTERESTED TRUSTEES2         

JAMES COOPER ABBOTT

Born 1969

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Trustee and President

   Trustee and President since 2022    Director and Chief Executive Officer (since 2022), Matthews (investment management); Chairman and Chief Executive Officer/President (2009–2022), Carillon Tower Advisers, Inc. and Affiliates (asset management); Chief Executive Officer/President (2009–2022), Eagle Asset Management, Inc. (asset management); President (2003–021), Carillon Family of Funds (mutual fund company); President (2008–2019) Eagle Boston Investment Management, Inc. (asset management); Managing Member (2010–2022) Alternative Strategy Partnerships (asset management).   

23

  

Director (since 2023), Matthews Asia Funds SICAV (Luxembourg)(investments);

 

1

Each Trustee serves for an indefinite term until his/her successor is elected and qualified or until his/her retirement, death, resignation or removal in accordance with the Trust’s policies. Officers serve at the pleasure of the Board of Trustees.

2

A trustee is considered an “interested person” of the Trust as defined under the 1940 Act because of an ownership interest in the Advisor or an office held with the Trust or the Advisor.

 

88    MATTHEWS ASIA FUNDS     


Table of Contents

Trustees and Officers of the Funds (unaudited) (continued)

 

Name, Year of Birth,

Address and Position(s)

Held with Trust

   Term of Office
and Length of
Time Served1
   Principal Occupation(s) During Past 5 Years    Other Trusteeships/
Directorships
(number of
portfolios)
Held by Officer
OFFICERS WHO ARE NOT TRUSTEES   

JOHN P. McGOWAN

Born 1964

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Vice President and

Secretary

   Since 2005    Head of Fund Administration (since 2009), Chief Administrative Officer (2007–2008), Chief Operating Officer (2004–2007), Matthews (investment management); Vice President and Secretary (2013–2017), Matthews A Share Selections Fund, LLC (registered investment company); Director (since 2010), Matthews Asia Funds SICAV (Luxembourg) (investments); Director (2010–2020), Matthews Global Investors S.à r.l. (Luxembourg) (investment management); Director (2004–2023), Matthews Asian Selections Funds, PLC (Ireland) (investments).   

None

SHAI A. MALKA

Born 1973

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Treasurer

   Since 2005    Vice President of Fund Accounting and Operations (since 2010), Senior Manager of Fund Accounting and Operations (2004–2009), Matthews (investment management); Treasurer (2013–2017), Matthews A Share Selections Fund, LLC (registered investment company).    None

LISA NICOSIA

Born 1966

Four Embarcadero Center Suite 550

San Francisco, CA 94111 Chief Compliance Officer and Anti-Money Laundering Officer

   Since 2023    Chief Compliance Officer and Anti-Money Laundering Officer (since 2023), Matthews Asia Funds (registered investment company); Vice President (2014-2022), Goldman Sachs (investment management).    None

J. DAVID KAST

Born 1966

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Vice President

   Since 2018    Chief Compliance Officer and Anti-Money Laundering Officer (since 2018), Global Head of Risk and Compliance (since 2017), Matthews (investment management); Managing Director (2009–2017), Goldman Sachs (investment management).    None

DEEPA DAMRE SMITH

Born 1975

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Vice President

   Since 2022    General Counsel (since 2022), Matthews (investment management); Managing Director (2014–2022), Director (2009–2013), BlackRock (investment management); Principal (2004–2009), Barclays Global Investors (investment management).    None

SEAN TAYLOR

Born 1967

Four Embarcadero Center

Suite 550

San Francisco, CA 94111

Vice President

   Since 2023    Portfolio Manager (since 2023), Matthews (investment management); Chief Investment Officer for APAC (2014–2023), Global Head of Emerging Markets (2014-2023), DWS Group (investment management); Head of Emerging Markets (2013-2023), Deutsche Asset and Wealth Management (investment management).    None

 

1

Each Trustee serves for an indefinite term until his/her successor is elected and qualified or until his/her retirement, death, resignation or removal in accordance with the Trust’s policies. Officers serve at the pleasure of the Board of Trustees.

 

     matthewsasia.com | 833.228.5605      89  


Table of Contents

LOGO


Table of Contents

LOGO


Table of Contents
Matthews Asia Funds              

INVESTMENT ADVISOR

Matthews International Capital Management, LLC

Four Embarcadero Center, Suite 550

San Francisco, CA 94111

833.228.5605

 

    

ADMINISTRATOR, CUSTODIAN &

TRANSFER AGENT

BNY Mellon

240 Greenwich St.

New York, NY 10007

 

    

LEGAL COUNSEL

Paul Hastings LLP

101 California Street, 48th Floor

San Francisco, CA 94111

 

LOGO

 

P.O. Box 9791 | Providence, RI 02940 | matthewsasia.com | 833.228.5605

 

Matthews Asia Funds are distributed in the United States by Foreside Funds Distributors LLC, Portland, Maine

Matthews Asia Funds are distributed in Latin America by Picton S. A.

 

LOGO

 

AR-ETF-1223