Weiss Korea Opportunity Fund - Annual Report & Audited Financial Statements

WEISS KOREA OPPORTUNITY FUND LTD.

LEI 213800GXKGJVWN3BF511

(Classified Regulated Information, under DTR 6 Annex 1 section 1.1)

ANNUAL REPORT AND AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

Weiss Korea Opportunity Fund Ltd. (the “Company”) has today, released its Annual Financial Report for the year ended 31 December 2021. The Report will shortly be available for inspection via the Company's website www.weisskoreaopportunityfund.com.

For further information, please contact:

Company Overview

Investment Objective and Dividend Policy

Weiss Korea Opportunity Fund’s (“WKOF” or the “Company”) investment objective is to provide Shareholders with an attractive return on their investment, predominantly through long-term capital appreciation. The Company is geographically focused on South Korean (“Korean”) companies. Specifically, the Company invests primarily in listed preference shares issued by companies incorporated in Korea, which in many cases trade at a discount to the corresponding common shares of the same companies. Since the Company’s Admission to the Alternative Investment Market (“AIM”), Weiss Asset Management LP (“WAM” or the “Investment Manager”) has assembled a portfolio of Korean preference shares that it believes are undervalued and could appreciate based on the criteria that it selects. The Company may, in accordance with its investment policy, also invest some portion of its assets in other securities, including exchange-traded funds, futures contracts, options, swaps and derivatives related to Korean equities, and cash and cash equivalents. The Company does not have any concentration limits.

The Company intends to return to Shareholders all dividends received, net of withholding tax, on an annual basis.

Performance Summary - at 31 December 2021

* The portfolio discount represents the discount of WKOF’s actual NAV to the value of what the NAV would be if WKOF held the respective common shares of issuers rather than preference shares on a one-to-one basis.

Weiss Asset Management

Weiss Asset Management is an investment management firm headquartered in Boston, MA registered with the U.S. Securities and  Exchange Commission as an investment adviser. In addition to WKOF, WAM manages multiple investment vehicles, including private hedge funds, an institutional separate account and other opportunity funds.

The firm was founded by Dr. Andrew Weiss, an academic economist, who launched his first fund in 1991.

WAM employs deep fundamental and statistical analysis to find undervalued securities globally, and seeks to maximize risk-adjusted returns for its investor base that includes charitable foundations, pension plans, endowments, hospitals, government entities and private investors.

WAM has been investing in the Korean market for over 20 years. Over this time, the firm has built out a dedicated night desk of 6 employees focused on trading its Asian strategies, as well as strong relationships with a number of Korean brokers.

The firm has 80+ employees and assets under management of approximately £2.1 billion.

Andrew Weiss

Founder and Chief Executive Officer

Andrew is the Founder and Chief Executive Officer of WAM. Andrew received his Ph.D. in Economics from Stanford University, was elected a fellow of the Econometric Society in 1989, and is currently Professor Emeritus of Economics at Boston University.

Andrew’s academic research interests have included markets with imperfect information, macroeconomics, development economics, and labour economics. He ranks in the top 1% of published economists by citations, and his co-authored paper “Credit Rationing in Markets with Imperfect Information” with Joseph Stiglitz was prominently featured in the Nobel Prize committee statement for Stiglitz’s 2001 Nobel Prize Award.

Andrew began his career as Assistant Professor at Columbia University and as a Research Economist in the Mathematics Center at Bell Laboratories. He has lectured at numerous major universities and international organizations and is the author of numerous articles published in professional journals.

Andrew began managing the predecessor to WAM’s existing domestic hedge fund in 1991, and founded WAM in 2003. Andrew and WAM’s strategies have been featured in articles in Forbes, Time, and Outstanding Investor Digest, as well as newspaper articles in the U.S. and Europe.

Additionally, Andrew is a member of the Advisory Board of the University of California Center for Effective Global Action, the Advisory Board for the Center for Development Economics at Williams College and the Council on Foreign Relations. Andrew and his wife Bonnie are the founders of Child Relief International, a foundation dedicated to fighting poverty in less developed countries. Andrew is also a board member of the WAM Foundation, a non-profit focused on maximizing the alleviation of suffering worldwide.

Jack Hsiao

Managing Director

Jack joined WAM in February 2008; he is a Managing Director and a member of the Investment Committee. Prior to that, Jack interned at WAM from 2006-2008 while performing his undergraduate studies. Jack works from Boston and oversees all strategies in Asia including investments across preference shares, holding companies, bonds, distressed, value equities and other instruments. After graduating Valedictorian from his high school, Jack received his Bachelor degree in Economics from Harvard.

Ethan Lim

Portfolio Manager

Ethan joined WAM in June 2015; he is a Portfolio Manager at the firm and is primarily responsible for managing the firm’s investments in Korea, while overseeing the Asia team and other strategies during Asia hours. Prior to joining Weiss, Ethan interned at Goldman Sachs’s Seoul office. Ethan graduated from Seoul National University, where he received a BS in Mechanical and Aerospace Engineering and a BA in Economics, and completed his Master’s degree in Financial Engineering at Columbia University.

Korean preference shares

Many of the largest companies in the Korean market issue preference shares in addition to their common shares. These preference shares are equity shares that receive the same dividend per share as the voting common shares plus an additional percentage of the preference shares’ par value per share. In return for this higher dividend, preference shares are non-voting in normal circumstances, although they do have voting rights in certain situations. Many of these preference shares trade at less than half the price of the corresponding common shares despite receiving a slightly higher dividend amount as the common shares and, therefore, provide preference shareholders with relatively higher yields than the corresponding common shares.

The majority of Korean preference shares were issued in the mid-1990s, when the Korean government pressured chaebols (family-owned Korean conglomerates) to raise equity and reduce debt within their capital structures. By issuing non-voting shares, the founders of the Korean companies were able to raise equity capital without diluting their voting control. The additional payment as a percentage of par value which preference shares paid out to investors, albeit nominal today, was sufficiently large relative to the dividends in the 1990s to attract investors. Today, there are 123 Korean preference shares outstanding with an aggregate market capitalization of approximately £50 billion.¹³

Although preference shares typically do not have voting rights, an economic or financial model that values equity on the discounted value of future cash flows would imply that the preference shares of these companies should be trading at roughly the same price as the corresponding common shares. Further, preference shares are not associated with over-priced speculative companies; rather, many of the leading companies in the Korean economy have preference shares outstanding today.

Continued corporate governance improvements, increased dividend payouts and investor activism such as that experienced over the past several years could continue to serve as catalysts for preference share discounts narrowing. The Company invests in a portfolio of discounted Korean preference shares, including Korean market heavyweights such as Hyundai Motor Co, LG Chem Ltd., LG Electronics Inc and AmorePacific Corp.

Investment Policy

The Company is geographically focused on South Korean companies. Some of the considerations that affect the Investment Manager’s choice of securities to buy and sell may include the discount at which a preference share is trading relative to its respective common share, its dividend yield, its liquidity, and the weighting of its common share (if any) in the MSCI Korea 25/50 Net Total Return Index (the “Korea Index”), among other factors. Not all of these factors will necessarily be satisfied for particular investments.

Preference shares are selected by the Investment Manager at its sole discretion, subject to the overall control of the board of directors of the Company (the “Board”).

From time to time, the Company purchases certain credit default swaps on the sovereign debt of South Korea and put options on iShares MSCI South Korea ETF (“EWY”) as general market and portfolio hedges, but generally did not hedge its exposure to interest rates or foreign currencies during the year ended 31 December 2021 (2020: Nil). Please see additional information about the nature of these hedges in the Investment Manager’s Report within.

Investment Process

The Investment Manager monitors the discounts and yields on the universe of Korean preference shares as well as events or catalysts that could affect preference share discounts leading to material price changes.

Multiple criteria are used to rank and calculate the returns for each preference share, including but not limited to:

• The discount that the preference share is trading at relative to its common share
• Expected dividend yield
• Future catalysts or events
• Management quality
• Fundamentals of the company
• Market impact from entering and exiting our position

We expect to remain close to fully invested as long as the opportunity set remains attractive.

Top 10 Holdings

1.   HYUNDAI MOTOR COMPANY, 2ND PFD.

13.4% OF WKOF NAV*DISCOUNT TO COMMON SHARE: -52%

Hyundai Motor Company is Korea’s leading car manufacturer, producing and selling more than 3.8 million units globally in over 200 countries in 2021¹⁴. Hyundai was ranked a top 5 global automotive maker by market share in 2021¹⁵ Hyundai plans on increasing its presence in the electric vehicle market, while targeting to sell over 4.3 million units in 2022.

2.   LG CHEM LTD., PFD.

10.5% OF WKOF NAVDISCOUNT TO COMMON SHARE: -53%

Korea’s largest chemical company by market capitalization, LG Chem manufacturers and sells petrochemical products and advanced materials, including plastics and EV batteries¹⁶. Its EV battery business and subsidiary, LG Energy Solution is the second-largest EV battery maker in the world¹⁷. In 2021, LG Chem generated over $37bn in revenue globally.

3.   AMOREPACIFIC CORP., PFD

7.7% OF WKOF NAVDISCOUNT TO COMMON SHARE: -56%

Amorepacific Corp develops beauty and cosmetic products while operating over 30 brands, including Etude and Laneige¹⁸. Amorepacific’s portfolio of products ranges from perfume to dental care, including a premium tea brand.

4.   LG ELECTRONICS INC., PFD.

7.5% OF WKOF NAVDISCOUNT TO COMMON SHARE: -53%

LG Electronics is a household brand in home appliances, with various product lines including washing machines, televisions, refrigerators, and smart phones. According to market research firm Omdia, the company ranked second globally in terms of TV market share, capturing 18.5% of global TV sales¹⁹. LG Electronics has 128 sites focused on manufacturing, R&D, and distribution of their products²⁰.

5.   SK CHEMICALS CO., LTD., NEW PREF

6.0% OF WKOF NAVDISCOUNT TO COMMON SHARE: -40%

SK Chemicals focuses on the production of environmentally friendly materials and life science products. Green chemicals include bio-based material used in the production of polyurethane, as well as amorphous resin for containers and home appliances. Its life science segment spans treatments for the common cold to asthma treatments²¹. SK Chemicals also owns majority stake in Korea’s largest vaccine maker by market capitalization²².

6.    HANWHA CORPORATION 3RD PFD.

5.8% OF WKOF NAVDISCOUNT TO COMMON SHARE: -49%

Hanwha Corporation specializes in producing and trading chemicals, aerospace & defense products, and energy products. It also deals in the construction and financial services industry. As a Fortune Global 500 company, Hanwha is also the holding company of Hanwha group which owns majority stake in Korea’s second largest life insurance company by assets and Hanwha Solutions, a leading domestic manufacturer of solar cell panels. Hanwha Corporation’s network includes 469 offices worldwide²³.

7.   SOLUS ADVANCED MATERIALS, CO., LTD., 1ST PFD.

5.6% OF WKOF NAVDISCOUNT TO COMMON SHARE: -75%

Solus Advanced Materials is a major Korean manufacturer of copper foil, which has significant applications in communication equipment and circuit boards. Solus Advanced Materials’ business lines also include the specialised production of battery copper foil and OLED materials²⁴. In 2022, Solus began supplying battery copper foil to Tesla, a leading electric vehicle manufacturer²⁵.

8.   CJ CHEILJEDANG CORP, PFD.

5.5% OF WKOF NAVDISCOUNT TO COMMON SHARE: -54%

CJ CheilJedang is a leading food company in Korea, focused on processing food ingredients into groceries such as refined sugar, flour, and processed meats. The company also operates a number of food brands that specialize in home meal replacements and snacks, including names like Bibigo and Petitzel. CJ CheilJedang also operates in the bio industry, and produces plant-based protein and amino acids²⁶.

9.   MIRAE ASSET DAEWOO CO., LTD., 2ND PFD.

5.4% OF WKOF NAVDISCOUNT TO COMMON SHARE: -46%

Mirae Asset Daewoo is a South Korean financial services firm offering securities trading, equity underwriting, investment banking services, and wealth/asset management. One of the top 5 securities brokerage in Korea, Mirae Asset conducts business globally, including the United States, Canada, United Kingdom, and China²⁷.

10. LG HOUSEHOLD & HEALTH CARE LTD., PFD.

5.0% OF WKOF NAVDISCOUNT TO COMMON SHARE: -44%

LG Household & Health Care operates within a number of industries, spanning from cleaning products to beauty care. Beginning with an acquisition of Coca-Cola’s Korea bottling operation in 2007, LG Household & Health Care also established a beverage business segment, which now includes the distribution of tea, coffee, and juices²⁸.

* WKOF also invests in Hyundai Motor Company, 3rd Pfd., bringing WKOF’s total exposure to Hyundai Motor Company to 15.4% of WKOF’s NAV. For more detail, please see “Portfolio Holdings” below.

Portfolio Holdings

Chairman’s Review

For the year ended 31 December 2021

We are pleased to provide the 2021 Annual Report on the Company. The performance of the Company in 2021 has been overshadowed by subsequent events in Ukraine. I am sure that the Board, the Investment Manager, our Shareholders and all of the people involved with WKOF were shocked by the Russian aggression and support the actions of the international community, aimed at bringing the occupation to an end as quickly as possible. The investment mandate of WKOF is very specific and none of our investments were directly affected. However, the international sanctions are influencing global trade, and the consequences of that are currently unknown. We will keep Shareholders informed of any material changes to the portfolio through the usual channels.

During the period from 1 January 2021 to 31 December 2021 (the “Period”), the Company’s net asset value fell by -1.4%, including reinvested dividends³⁰ in Pounds Sterling (“GBP”). Since the admission of the Company to AIM in May 2013, the net asset value has increased by 184.7% including reinvested dividends compared to the Korea Index returns of 84.6%,³¹ an annualised outperformance of the index of 11.6%.  A report from the Investment Manager is included in this Annual Report. The Company outperformed the reference MSCI Korea 25/50 Net Total Return Index, which fell by -6.1% in GBP.³² The reasons for the Company’s outperformance against the Korea Index in 2021 are set forth in the Investment Manager’s report, so I will not address them here. The Korean equity market did poorly in 2021, due to continued supply chain disruptions, a weakening currency and broader concerns about the resilience of Chinese and US demand for Korean exports given rising inflation.

On the other hand, the Korean economy enjoyed robust growth during the year, as GDP grew by 4.0% and exports grew at their fastest pace in 11 years. ³³ The continued success of Korea’s economy, however, will depend on its ability to continue exporting large amounts of goods to China and importing reasonably priced commodities both for domestic consumption and for manufacturing the goods that it exports. With Russia’s invasion of Ukraine, an event rightly condemned around the world, both of these outcomes are significantly more uncertain today than they were on 31 December. Russia’s war could result in damage to China’s economy if China’s trading partners begin to sanction Chinese companies; this would negatively impact Korean exports. Russian sanctions have already exacerbated the effects of inflation on global commodity prices, so this too is a net negative for companies in Korea, and elsewhere.

The Board and the Investment Manager are closely monitoring developments and evaluating how existing and potential sanctions may impact the Company’s portfolio.

The Board declared an interim dividend of 5.2311 pence per Share, ex-dividend date 10 May 2021, to distribute the income received by the Company in respect of the year ended 31 December 2020. This dividend was paid to all Shareholders on 4 June 2021.

Based on the fact that the assets currently held by the Company consist mainly of securities that are readily realisable, whilst the Board acknowledges that the liquidity of these assets needs to be managed, the Board believes that the Company has adequate financial resources to meet its liabilities as they fall due for at least twelve months from the date of this report, and that it is appropriate for the Financial Statements to be prepared on a going concern basis.

The Board is authorised to repurchase up to 40% of the Company’s outstanding Ordinary Shares in issue as at 24 July 2021³⁴. Since Admission almost six years ago, and as at the date of this document, the Company has repurchased, at a discount to NAV, 13,190,250 Ordinary Shares of the original 105,000,000 Ordinary Shares issued at Admission. On 27 January 2021, the Company purchased 600,000 Ordinary shares, the only buy-back in 2021. The Board also has in place standing instructions with the Company’s broker, Singer Capital Markets Limited (“Broker” or “Singer”), for the repurchase of the Company’s Shares during closed periods when the Board is not permitted to give individual instructions; such closed periods typically occur around the preparation of the Annual and Half Yearly Financial Reports. The Board intends to continue to aggressively repurchase Shares if the Company’s Shares are trading at a significant discount to net asset value. We will continue to keep Shareholders informed of any share repurchases through public announcements.

During the year, one of the Company’s founding shareholders from 2013 restructured their business and sold their 16% holding in the Company. The process was managed by Singer and the stock was within a 5% discount to the prevailing NAV with a mix of new and existing shareholders. We would like to welcome these new Shareholders to the Company, as well as thank those existing shareholders who bought additional shares. The Board and the Investment Manager believe that the opportunity offered by Korean preference shares is as attractive as it has been since launch. We would hope that the next ten years provide the same opportunities for the Company to outperform the index.

If any of the new shareholders wish to speak with the Board then please contact Singer Capital Markets Limited and we will be happy to answer any questions you may have.

ESG Issues

It is not in WKOF’s Investment Policy to use ESG metrics in stock selection but to invest in undervalued or mispriced Korean preference shares. This doctrine has served Shareholders well over the life of the Company and the Board expects this approach will continue for the foreseeable future. However, it is noteworthy that the Company’s Investment Manager has established the WAM Foundation (“the Foundation”), a private foundation with the goal of alleviating human suffering in the most cost-effective ways. The Foundation is committed to evaluating the philanthropic programmes that it funds with the rigour and rationality that it applies in managing the Company’s portfolio. In 2021, the Investment Manager donated 10% of its profits to the Foundation and expects to make similar contributions annually. During the year the Foundation provided grants to meet needs such as COVID relief, primary healthcare services and healthcare research initiatives with a focus on impoverished countries. The Investment Manager’s employees are involved with the Foundation as they conduct diligence on grant opportunities, analyse the impact relative to costs of initiatives, and participate in matching programs.

Other Initiatives

As well as now publishing NAVs on a daily basis, Shareholders will also have noticed the distinct improvements to the Annual Report. This is part of the Board’s initiative to broaden the shareholder base and better market the exceptional performance the Company has achieved since launch in 2013. Broadening the shareholder base will spread fixed costs and improve liquidity in the secondary market. Camarco, our public relations partner, has also been working to improve the profile of the Company, which has resulted in discussions with the Investment Manager about Korean preference shares appearing on CNBC and in the Daily Mail.

The Board is also in discussions with the Company Broker to explore the benefits and costs of moving the Company from its listing on AIM to the Main Board of the London Stock Exchange. We will keep Shareholders informed through the usual channels.

As the Company approaches its tenth anniversary, following corporate governance best practices, the directors will perform an orderly handover of the custodianship of your assets to new directors. This process began with the replacement of Steve Coe with Gill Morris in the autumn.

The Board would once again like to thank Steve for his work and contribution to the Company since its IPO and welcome Gill to the Company. As Rob King has indicated he would like to step down from the Board in the next few months, a replacement director for Rob King will be sought and appointed in due course.

The Board is also considering the appointment of a director with greater Korean experience to help maximise value for shareholders. This would take the Board to four directors, but the added breadth of experience will be necessary as the Company enters its second decade. In order to make the transition of the new board as seamless as possible, one of these new directors will be appointed Chair, as my ten years’ service approaches in 2023. It would be poor corporate governance for me to say that we are seeking a new chair, as that appointment will be made by the new directors from the refreshed Board. Any changes to the Board will be notified to the market.

Finally I would like to thank new and existing shareholders for their support over the last twelve months. If there are any questions for the Board please do not hesitate to contact me through the Company broker, Singer Capital Markets Limited.

Norman Crighton

Chairman

Investment Manager’s Report

For the year ended 31 December 2021

In 2021, WKOF’s Net Asset Value (“NAV”) in pounds Sterling (“GBP”) declined -1.4%, including reinvested dividends, ³⁶ outperforming the reference MSCI South Korea 25/50 Net Total Return Index (“the Korea Index”), ³⁷ which decreased -6.1% in GBP. The NAV performance from inception through 31 December 2021, including reinvested dividends, was 184.7%, compared to a return of 84.6% for the Korea Index over the same period.

Source: Bloomberg as of 31 December 2021. Inception Date: 14 May 2013. WKOF returns are NAV per share.

WKOF Performance Attribution

At year-end, WKOF held a portfolio of 37 South Korean preference shares. As a reminder, the economic rights of these preference shares are the same or slightly better than the corresponding common shares, but the preference shares often trade at substantial discounts to the common shares. The returns of the Company are generally driven by five primary factors: the discounts of the preference shares it holds narrowing or widening relative to their corresponding common shares; the performance of the Korean equity market generally; the performance of the common shares of the same companies of which the Company owns preference shares relative to the performance of the Korean equity market; excess dividend yields of the preference shares; and currency fluctuation, fees, and other expenses. The following table provides the attribution of these five factors to the Company’s performance for 2021.

Source: Bloomberg and Weiss Asset Management, LP (data as of 31 December 2021)

The majority of WKOF’s out-performance from its inception in May 2013 against the Korea Index is from the narrowing of preference share discounts relative to their corresponding common shares. This was the primary investment thesis when the Company was formed and remains so today. The excess dividend yield which was the second part of our core thesis was the second largest contributor to our outperformance versus the index. It is worth noting that the common shares of the companies whose preference shares we have owned have also out-performed the index over the life of the fund. We believe this out-performance demonstrates that we do not have a negative selection bias of the companies we are investing in. We are focused on returns since inception, because we believe that there is too much idiosyncratic noise in measures of one-year results for that data to be generalisable.

Review of the Korean Macro Environment

Two recent global events appear likely to have negative short-term effects on the Korean economy: the increase in commodity prices and the risk of a recession in China due to the combined risks of a resurgence of COVID in China and Hong Kong and/or a crash in property markets in China. Conversely, the large increase in wages and high inflation as measured by the producer price index for domestic goods in the U.S., as well as the excess demand for motor vehicles and some other durables, could lead to rising demand from the U.S. partially replacing falls in demand from China.

Although South Korea imports relatively little from Russia (only around $10 billion per year), Korea imports substantial amounts of petroleum products and coal (25% of Korea’s imports are petroleum products).³⁹ All of these have increased dramatically in price. Since the main competitors of Korean manufacturers are also importers of fossil fuels, the price changes are not directly affecting their competitive advantage. However, there are adverse indirect effects. For example, the higher prices that Korea is paying for domestic consumption of fossil fuels are effectively transfers from Korea to the fossil fuel producing countries.

Regarding COVID in China and Hong Kong: exports to China and Hong Kong are a combined 33% of Korea’s exports⁴⁰.Continuing lockdowns in China are likely to hurt demand for Korean products that are used as components for manufactured goods. Because of concerns about global supply chains, manufacturers in the U.S. and Europe may be less likely than in the past to use imports from Korea; cutbacks on imports from China that incorporate Korean components will also have an adverse effect. These lockdowns in China are also likely to result in falls in demand in China and, thus, affect Korean manufacturers that sell directly to Chinese consumers such as AmorePacific or Hyundai Motors.

In addition, the Chinese residential real estate market is going through a significant price crash. Apartments were bought as speculations; now that prices are falling there is no natural support level. Prices could be artificially supported by the government, but it is not clear that the government would wish to bail out speculators.

Chinese local municipalities funded themselves through sales of land, so the collapse in the demand for land to build housing will have knock-on effects. For many years, observers of the Chinese market have remarked about the many empty apartments in second tier cities and predicted a crisis. The usual quip seems to hold: prices stay irrational for longer than you expect and fall faster than you would expect. The Chinese government could address this problem by relaxing the residency (Hukou) requirement for living in second tier cities that are undergoing the largest falls in real estate prices, but we would not rely on that occurring.

While these developments are very concerning, the Korean economy continues to have great strengths. In the short run, the March 2022 election of Yoon as President is somewhat positive for Korean equities. The Korean media is presenting him as being both pro-business and pro-shareholder. Korea’s fiscal position is very strong, and its debt to GDP ratio is one of the lowest of any developed economy. South Korea is better positioned to address the threat of a recession through fiscal stimulus than any other advanced economy of which we are aware. However, the split of party control with a conservative as President and the opposition controlling the legislature may lead to paralysis in fiscal policy. Regarding monetary policy, we would not presume to guess how the Korean Central Bank will respond to stagflation and details of the response matter.

In the medium-term, the high skill levels of South Korean graduates and the embedded technological skills in Korean companies continue to provide an impetus for longer-term macro-economic growth. Eventually, difficulties may arise from the aging of the population, but it would seem that in the foreseeable future that these are likely to be offset by increases in the productivity of the workers resulting from a continuing rise in average education levels.

Although we have not commented on events in Ukraine, and, while Korea does minimal trade with Russia or Ukraine, we recognise that spillover effects of an expanded war could have huge effects on all of us. It could affect decisions taken by North Korea or China. Additionally, the consequences of a nuclear war would make our concerns about economics seem trivial. We do not purport to be experts on geo-politics and will not waste your time with our opinions. We would note that the self-described experts have been consistently wrong in their forecasts of events in Ukraine. Furthermore, circumstances in Ukraine are changing so quickly that any views we might express are likely to be quickly outdated. However, although we are not writing about Ukraine, events there could have far greater impact than anything we have written.

Looking Back:

Korea’s economy expanded at 4.0% for 2021, its fastest pace in 11 years, due in large part to a record year-over-year increase in exports. Categories such as semiconductor chips (+29%), petrochemicals (+55%) and automobiles (+24%) were all prime contributors.⁴¹ South Korea is now the fourth largest economy in Asia and 10th largest in the world as measured by nominal Gross Domestic Product. ⁴²  Other positive trends during the year included Gross National Income per capita surpassing $35,000 for the first time as it grew by 10.4% to $35,168 and private spending rising 3.6% for the year.⁴³

As an export-driven economy, Korea and its equity markets suffered from several negative trends in the global economy in 2021. A weaker won (which dropped 8.5%⁴⁴ against the U.S. dollar in 2021), global supply chain shortages that delayed timely production and shipment of goods, the spread of COVID-19 variants, and various regulatory and inflation concerns over major trading partners like China and the U.S. are all persuasive explanations for Korea’s relatively weaker market performance in 2021.

Korea was also one of the first major economies to raise its main policy interest rate following the start of the pandemic. Similar to other geographic regions during 2021 and early 2022, inflationary concerns in Korea were and remain front and centre for investors. Consumer Price Inflation (“CPI”) and Core CPI (which excludes food and energy) were relatively subdued at 2.5% and 1.8%, respectively, for 2021. In January 2022, CPI rose to 3.6% year over year,⁴⁵ remaining above the central bank’s target for the 10th month in a row. The Bank of Korea Governor, Lee Ju-yeol, said that he expects inflation to rise above 3% and average more than 2.5% for 2022 ⁴⁶.

As a result, the Bank of Korea raised interest rates twice in the second half of 2021 and once in January 2022 from a record low of 0.5% in August 2021 to 1.25% in January 2022. Additional rate hike expectations also exist now owing to Governor Lee Ju-yeol statement that “The current policy rate remains accommodative, given economic conditions such as growth and inflation. It is necessary to further adjust interest rates in the consideration of economic situations”⁴⁷.

Like many countries during late 2021 and early 2022, Korea had a surge in COVID cases due to the Omicron variant. The government responded with the reinstatement of social distancing rules, a booster vaccine campaign and expanded quarantines for inbound passengers. While it is too early to comment on the effectiveness of these policies, Korea’s vaccination rate of approximately 85% as of mid-February is one of the highest in the world.

Update on Korean Preference Shares and the WKOF Portfolio

As exhibited below, Korean equities and the portfolio holdings of WKOF offer significant valuation discounts relative to other countries’ equity markets as represented by price-to-earnings ratios (“P/E ratios”) and price-to-book ratios (“P/B ratios”).

Source: Bloomberg and Weiss Asset Management, LP (data as at 31 December 2021)

The extreme valuation discounts of WKOF’s portfolio holdings relative to other markets are the result of those holdings being preference shares with large discounts to their corresponding common shares, and the common shares not being over-priced relative to other markets. The dividend yields are in line with other markets largely because Korean companies have historically retained a larger share of their earnings compared to companies in other countries.

Korean Corporate Governance

Activism in Korea increased during 2021. There were 26 Korean companies subject to activist demands during the year, which included demands for increased dividend payouts and changes to board composition. This represents a 160% year-over-year increase compared to 2020 and 60% more than the previous high in 2018.⁵¹ Activism may encourage management to be more shareholder friendly, but we note that many Korean companies are managed by family owners (chaebols) and family ownership may create unusual incentives. For example, Korea is one of the few countries with an inheritance tax that collects large sums of money relative to national income. This creates an incentive for the founders of the chaebols and their descendants to keep the share price low as a means of reducing their inheritance tax liabilities. Over time, the shareholder base of Korean companies is becoming more diffuse. This broadening of the shareholder base is itself a function of the inheritance tax which forces sales by the families of the larger shareholders. The broader shareholder base reduces the power of the chaebol families. Furthermore, there have been changes in laws and regulations that dilute the power of the chaebol families. These effects will, over time, reduce both the incentives and abilities of the chaebol families to keep share prices low as a means of reducing inheritance tax.

In terms of corporate governance improvement, it was a quiet year. The National Pension Service (“NPS”), which owns 6.5% of Korean equities,⁵² was publicly criticised for its passivity during the National Assembly’s audit of state affairs. During the October 2021 annual audit hearing, a congressman urged NPS to more actively exercise the Stewardship Code, a set of corporate governance guidelines formally established in Korea in 2016, and another congressman highlighted that the internal stewardship committee within NPS lacks decision-making power. In response, the Chairman of NPS promised that his organisation would make adequate changes to reflect these criticisms. We are hopeful this public focus and pressure will make NPS a more active voice for continued improvement in Korean corporate governance.

Another important question for WKOF is whether Korean companies will continue to increase their dividend payout ratios. If a company with preference shares trading at a discount were to increase its dividend (on both common and preference shares), the preference shares would benefit in multiple ways. First, because the preference shares trade at a discount to the common shares, they would receive an amplified version of any dividend increase (and an amplified version of any decrease as well). For a simple mathematical example, if the dividend yield of a common share increases from 1% to 2%, for a preference share trading at a 50% discount, that would result in the preference share yield increasing from 2% to 4%. Second, we have found that the preference shares of companies that pay higher dividends generally trade at a narrower discount relative to the company’s common shares, holding other factors fixed.

We believe the valuations of the holdings within WKOF appear attractive on a prospective basis. The portfolio discount of the Company’s holdings is 52.16%, similar to the discount of the Company’s holdings when we first launched it in 2013. This translates into an extraordinarily cheap 6.1x price-to-earnings ratio.

Commentary on recent North Korean military activity

We are observing growing tensions in the region over North Korea’s recent streak of missile tests. According to South Korea’s Joint Chief of Staff statement on 5 March 2022, North Korea has already conducted nine ballistic missile tests this year-to-date. The most recent two launches were notable as they likely represent an end to North Korea’s moratorium on intercontinental ballistic missile (“ICBM”) tests which was announced after the 2018 North Korea-United States summit. North Korea has not been reported firing ICBMs that are capable of striking U.S. cities since 2018. On 10 March, the U.S. has “concluded that these launches involved a new ICBM system”⁵³   according to the U.S. Department of Defense spokesperson. North Korea’s recent military threat has already led to sanctions by the United States government,⁵⁴ while both the incoming conservative president Yoon and liberal runner-up Lee immediately denounced the series of missiles tests to be unacceptable threats.

WKOF’s portfolio discount ,⁵⁵ at the end of 2021, was 52.16%. We continue to believe that a wider portfolio discount is generally consistent with a portfolio with higher expected returns and are enthusiastic about the fact that the discount is similar to where it was when we decided to launch WKOF in 2013. Since 2018 we have more actively managed the portfolio toward larger discount Korean preference shares, consistent with our view on the most attractive portfolio. While a large discount does not guarantee strong future performance, we do believe it allows us to invest in securities which offer a significant margin of safety coupled with the potential for outsized returns from discount narrowing.

The Company’s annual portfolio turnover ratio for 2021 is approximately 0.46, reflecting opportunistic trading around discount moves as we actively manage the portfolio.⁵⁶ Additionally, the narrowing of preference share discounts relative to the common shares was the largest contributor to the out-performance of WKOF against the MSCI Korea Index in 2021.rtfolio with higher

Hedging

WKOF pursues its investment strategy with a portfolio that is generally long-only. However, as described more fully in WKOF’s Annual Report and Audited Financial Statements for the year ended 31 December 2017, because of political tensions in Northeast Asia, the Board approved a hedging strategy in September 2017 that was intended to reduce exposure to extreme events that would be catastrophic to its Shareholders’ investments in WKOF. As a result, WKOF has limited its use of hedging instruments to purchases of credit default swaps (“CDS”) and put options on the iShares MSCI South Korea ETF (“EWY”) from time to time: securities that we believe would generate high returns if WKOF experienced geopolitical disaster without introducing material new risks into the portfolio. These catastrophe hedges are not expected to make money in most states of the world. We expect that, as with any insurance policy, WKOF’s hedges will lose money most of the time. The tables below provide details about the hedges as of 31 December 2021. Note that outside of the general market and portfolio hedges described herein, WKOF has generally not hedged interest rates or currencies.

Concluding Remarks

There is currently a high degree of uncertainty in the global economy. Imports of commodities from and exports to China are each a large percentage of the GDP of South Korea. As such, the rise in commodity prices and increased chance of an economic slump in China creates serious risks for South Korea. It is very hard to quantify these risks. We are not experts on geo-politics. Nor are we experts on the effects of the COVID virus on Chinese demand for imports from South Korea or sales of Hyundai cars that are manufactured in China.

The fiscal position of South Korea is very strong and the preference shares in the WKOF portfolio are very cheap. This, combined with the potential for preference share discounts to narrow from continued activist pressure and improvement in corporate governance, make us long-term believers in the merits of an investment in WKOF. As such, WAM management and its related entities own more than 11% of issued capital in WKOF.

Thank you for your trust, and we look forward to providing you with updates in the future.

Weiss Asset Management LP

28 April 2022

Directors

For the year ended 31 December 2021

The Company has three non-executive Directors, all of whom are considered independent of the Investment Manager.

Norman Crighton (aged 55)

Norman Crighton is an experienced public company director having served on the boards of eight closed-end funds and one operating company. Presently, Norman is also Non-Executive Chair of AVI Japan Opportunity Trust plc, RM Infrastructure Income plc and Harmony Energy Income Trust plc. Norman has extensive fund experience having previously been Head of Closed-end Funds at Jefferies International and Investment Manager at Metage Capital Ltd. leveraging his 31 years of experience in investment trusts. His career in investment banking at major houses covered research, sales, market making and proprietary trading, servicing blue-chip international institutional clients over 15 years. His work in many countries trading closed-end funds also included restructuring funds and well as several IPOs. As a fund manager, Norman managed portfolios of closed-end funds on a hedged and unhedged basis covering developed and emerging markets. Following on from his long-term promotion of best corporate governance practice, Norman has more recently been focussing on expanding his work into Environmental and Social issues. His work in the investment trust industry is backed up with a master’s degree from the University of Exeter in Finance and Investment. Norman is British and resident in the United Kingdom. Norman was appointed to the Board in 2013. 

Robert Paul King (aged 58)

Rob is a non-executive director for a number of open and closed-ended investment funds including Tufton Oceanic Assets Limited (chairman) and CIP Merchant Capital Limited. Before becoming an independent non-executive director in 2011, he was a director of Cannon Asset Management Limited and their associated companies. Prior to this he was a director of Northern Trust International Fund Administration Services (Guernsey) Limited (formerly Guernsey International Fund Managers Limited) where he had worked from 1990 to 2007. He has been in the offshore finance industry since 1986 specialising in administration and structuring of offshore open and closed-ended investment funds. Rob is British and resident in Guernsey. Rob was appointed to the Board in 2013.

Gillian Yvonne Morris (aged 58)

Gill is Chair of the Audit Committee. Gill is also a non-executive director and Chair of the Audit Committee at The International Stock Exchange, and a panel member of the States of Guernsey Financial Scrutiny Panel and the Guernsey Tax Tribunal. She also runs her own consultancy and coaching business. Gill qualified as a Chartered Accountant with the Institute of Chartered Accountants of England & Wales in 1988 and a Chartered Tax Advisor with the Chartered Institute of Taxation in 1994. Gill started her career in 1985 as a tax advisor at Touche Ross & Co in London. She worked with Touche Ross & Co and KPMG in Australia before returning to Guernsey with KPMG. Gill moved into industry in 1994 joining Specsavers Optical Group as their tax manager and during her time with the Group was promoted to Director of Tax and Treasury. As part of her role, she was a director of Specsavers Finance (Guernsey) Limited. She ultimately served as Director of Risk and Government Affairs until 2020. Gill has also held other government roles in Guernsey since 2012, including as a Non States member of the Public Accounts and the Scrutiny Management Committees and a panel member of The Trade Policy Advisory Panel. Gill is British and resident in Guernsey.

Report of the Directors

For the year ended 31 December 2021

The Directors of the Company present their Annual Report and Audited Financial Statements for the year ended 31 December 2021.

Principal Activity

The Company was incorporated with limited liability in Guernsey on 12 April 2013 as a company limited by shares and as an authorised closed-ended investment company. The Company’s Shares were admitted to trading on the AIM of the LSE on 14 May 2013. As an existing closed-ended fund, the Company is deemed to be granted an authorised declaration in accordance with Section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended and Rule 6.02 of the Authorised Closed Ended Investment Schemes Rules 2008 on the same date as the Company obtained consent under the Control of Borrowing (Bailiwick of Guernsey) Ordinance 1959 to 1989.

Investment Objective and Investment Policy

The investment objective and investment policy of the Company is to provide Shareholders with an attractive return on their investment, predominantly through long-term capital appreciation, by investing primarily in listed South Korean preference shares. The full investment objective and investment policy are detailed in the Annual Report.

Going Concern

The Company has continued in existence following the third Realisation Opportunity and will continue to operate as a going concern unless a resolution to wind up the company is made. Every two years after the Realisation Date, the Directors will propose further realisation opportunities for Shareholders who have not previously elected to realise all of their Ordinary Shares using a similar mechanism used in the previously announced Realisation Opportunity. The next Realisation Opportunity will take place during May 2023.

Based on the fact that the assets currently held by the Company consist mainly of securities that are readily realisable, whilst the Directors acknowledge that the liquidity of these assets needs to be managed, the Directors believe that the Company has adequate financial resources to meet its liabilities as they fall due for at least twelve months from the date of this report, and that it is appropriate for the Financial Statements to be prepared on a going concern basis.

Viability Statement

In accordance the UK Corporate Governance Code (July 2018) (the “UK Code”), published by the Financial Reporting Council in 2018, the Board has assessed the prospects of the Company over the three year period to 31 December 2024 (the “Viability Period”).

On 15 March 2021, the Company announced to offer all Shareholders the right to elect, during the Election Period, to realise some or all of the value of their Ordinary Shares, less applicable costs and expenses, on or prior to the Realisation Date. Shareholders representing a total of 11,710,750 shares elected to participate in the realisation.

The Board and the Investment Manager believe that the investment opportunity provided by the Company remains compelling, but the viability of the Company is clearly contingent on the investment opportunity remaining in place, a matter which the Board monitors on an on-going basis. As the South Korean preference shares held by the Company trade at a discount compared with common shares for the same companies, the Company remains attractive to long term investors over the Viability Period.

The Board has continued to monitor the developments of the pandemic, consider the impact it has had to date and continue to assess the impact it may have in the future. Despite the impact on the Company’s share performance, there remains continued uncertainty on its development and scale such that predicting the impact with any certainty remains challenging. The Board will continue to assess the position.

The Board’s assessment of the Company over the Viability Period has been made with reference to the Company’s current financial position and prospects, the Company’s strategy, and risk appetite, having considered the Company’s principal risks and uncertainties detailed below. The Board has also considered the Company’s likely cash flows and the liquidity of its portfolio.

It is noted that the Company currently has no gearing, though borrowing is permitted under its constitution. In the event that the Company did consider taking on debt, the Board would carefully assess the Company’s ability to meet the debt obligations as they become due.

It is possible to imagine a number of scenarios, such as war, pandemic or political events, which could severely impact the liquidity of the Company’s investments.

The Board has assumed that the regulatory and fiscal regimes under which the Company operates will continue in broadly the same form during the Viability Period. The Board speaks with its Broker and legal advisers on a regular basis to understand issues impacting the Company’s regulatory and fiscal structure.

The Board have carried out a robust assessment of the principal risks and uncertainties outlined below and they confirm they have a reasonable expectation that the Company will be able to continue in operation to serve shareholders appropriately and meet its liabilities as they fall due over the three year period to December 2024.

The Board, however, remain conscious that, should either:

1. the aggregate Net Asset Value of the continuing Ordinary Shares at the close of business on the last Business Day before the next Realisation Date, (this being May 2023) be less than £50 million; or
2. the mean Weighted Average Discount on the Portfolio is less than 25% over any 90 day period.

The Board will need to reassess the Company’s position and may propose an ordinary resolution for the winding up of the Company.

Notice period of Investment Manager

The Board has assumed that the Investment Manager will remain in place during the Viability Period. However, the Board acknowledges the risk of the Investment Manager serving a twelve month notice period under the Investment Management Agreement (“IMA”). To mitigate this risk, the Board meets and communicates regularly with the Investment Manager to review its performance and the Board’s relationship with the Investment Manager.

Failure of the Custodian to carry out its obligations to the Company

The Company’s assets are held in accounts maintained by the Company’s Custodian. Failure by the Custodian to carry out its obligations to the Company in accordance with the terms of the Custodian Agreement could have an impact on the viability of the Company. To mitigate this risk, the Board regularly receives reports from the Custodian, and through the Management and Engagement Committee, monitors the relationship with the Custodian.

Loss of license or listing

The Board has assumed that the Company will retain its regulatory status and listing throughout the Viability Period. The Company Secretary, Administrator, and Broker report to the Board at least quarterly on regulatory matters and confirm compliance with listing and other regulatory requirements.

Failure to implement and poor execution of the investment strategy

The Company maintains an investment policy as discussed in the Summary Information. The policy states that the Company must invest primarily in listed South Korean preference shares, and also states that investments in other types of securities are allowed as long as the investments track South Korean companies or the South Korean market as a whole. Failure to implement the investment strategy or poor execution by the Investment Manager would have an effect on the viability of the Company. The Board ensures that the policy is being implemented in the quarterly Board Meetings, where the Investment Manager presents reports to the Board detailing the current portfolio and investment performance.

The risks specifically associated with the South Korean economic and political climate are discussed in the Investment Manager’s Report.

Based on the Company’s processes for monitoring operating costs, the Share price discount, the Investment Manager’s compliance with the investment objective, asset allocation, the portfolio risk profile, liquidity risk, and the robust assessment of the principal risks and uncertainties facing the Company, the Board has concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the Viability Period to 31 December 2024.

International Tax Reporting

For purposes of the US Foreign Accounts Tax Compliance Act, the Company registered with the US Internal Revenue Service (“IRS”) as a Guernsey reporting Foreign Financial Institution (“FFI”) in November 2014, received a Global Intermediary Identification Number (2A7KNV.99999.SL.831), and can be found on the IRS FFI list.

The Common Reporting Standard (“CRS”) is a global standard for the automatic exchange of financial account information developed by the Organisation for Economic Co-operation and Development (“OECD”), which has been adopted by Guernsey and which came into effect on 1 January 2016.

The Board takes the necessary actions to ensure that the Company is compliant with Guernsey regulations and guidance in this regard.

Results and Dividends

The results for the year ended 31 December 2021 are set out in the Statement of Comprehensive Income. An annual dividend of 5.2311 pence per Share (£4,238,124) was approved on 4 May 2021 and paid on 4 June 2021 in respect of the year ended 31 December 2020. An annual dividend of 3.9549 pence per Share (£3,227,903) was approved on 13 May 2020 and paid on 12 June 2020 in respect of the year ended 31 December 2019.

The Board expects to declare an interim dividend on 12 May 2022 with a record date on 20 May 2022 for the year ended 31 December 2021 based on dividends received primarily from investments in South Korean preference shares.

Shareholder Information

Further Shareholder information can be found in the Summary Information.

Investment Management

The Investment Manager of the Company is Weiss Asset Management LP, a Delaware limited partnership formed on 10 June 2003 (the “Investment Manager”). The key terms of the IMA and specifically the fee charged by the Investment Manager are set out in Note 19 of the Financial Statements. The Board believes that the investment management fee is competitive with other investment companies with similar investment mandates.

The Board reviews, on an on-going basis, the performance of the Investment Manager and considers whether the investment strategy utilised is likely to achieve the Company’s investment objective.

Having considered the portfolio performance and investment strategy, the Board has unanimously agreed that the interests of the Shareholders as a whole are best served by the continuing appointment of the Investment Manager on the terms agreed.

Directors

The details of the Directors of the Company during the year and at the date of this Report are set out in the Summary Information.

Directors’ Interests

The Directors who held office at 31 December 2021 and up to the date of this Report held the following numbers of Ordinary Shares beneficially:

Gillian Yvonne Morris was appointed to the Board on 13 August 2021. Stephen Coe resigned from the Board on 30 September 2021. There have been no other changes in the interests of the above Directors during the year.

Substantial Interests

Disclosure and Transparency Rules (“DTRs”) are now comprised in the Financial Conduct Authority handbook. Section 5, the only section of the DTRs which applies to AIM-listed companies, requires substantial Shareholders to make relevant holding notifications to the Company. The Company must then disseminate this information to the wider market. Details of major Shareholders in the Company are shown below.

At 7 April 2022, JBF Capital. increased their holding to 4,144,300 shares, representing 5.98% of issued share capital.

There have been no other significant changes to the substantial shareholdings at 25 April 2022.

Corporate Governance

The Company does not have a Main Market Listing on the LSE, and as such, the Company is not required to comply with the UK Code as issued by the Financial Reporting Council. However, the Board is committed to high standards of corporate governance and has implemented a framework for corporate governance which it considers to be appropriate for an investment company in order to comply with the main principles of the UK Code. By complying with the main principles of the UK Code, the Company is deemed to comply with the Code of Corporate Governance (the “GFSC Code”) issued by the Guernsey Financial Services Commission.

The Board has considered the principles and recommendations of the UK Code, and considers that reporting against the UK Code will provide better information to Shareholders. To ensure on-going compliance with these principles, the Board receives a report from the Company Secretary at each quarterly meeting, identifying how the Company is in compliance and identifying any changes that might be necessary.

The Board considers that it has maintained procedures during the year ended 31 December 2021 and up to the date of this Report to ensure that it complies with the UK Code, except as explained elsewhere in this Annual Report and Financial Statements.

The Company became a member of the Association of Investment Companies (the “AIC”) in February 2021. As at the date of these Financial statements the Board were yet to formally resolve to adopt the AIC Code.

Role of the Board

The Board is the Company’s governing body and has overall responsibility for maximising the Company’s success by directing and supervising the affairs of the business and meeting the appropriate interests of Shareholders and relevant stakeholders, while enhancing the value of the Company and also ensuring protection of investors. A summary of the Board’s responsibilities is as follows:

• statutory obligations and public disclosure;
• strategic matters and financial reporting;
• risk assessment and management including reporting compliance, governance, monitoring, and control; and
• other matters having a material effect on the Company.

The Board’s responsibilities for the Annual Report are set out in the Statement of Directors’ Responsibilities.

Although the Company is domiciled in Guernsey, the Board has considered the requirements of Section 172 of the Companies Act 2006 in the UK. Section 172 of the Companies Act requires that the Directors of the Company act in the way they consider, in good faith, is most likely to promote the success of the Company for the benefit of all stakeholders, including suppliers, customers and shareholders. The Board has engaged external companies to undertake the investment management, administrative, and custodial activities of the Company. Documented contractual arrangements are in place with these companies which define the areas where the Board has delegated responsibility to them.

The Board needs to ensure that the Annual Report and Financial Statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for Shareholders to assess the Company’s performance, business model, and strategy.

In seeking to achieve this, the Directors have set out the Company’s investment objective and investment policy, have explained how the Board and its delegated committees operate, have explained how the Directors review the risk environment within which the Company operates, and have set appropriate risk controls. Furthermore, throughout the Annual Report and Financial Statements, the Board has sought to provide further information to enable Shareholders to better understand the Company’s business and financial performance.

Composition and Independence of the Board

The Board currently comprises three non-executive Directors, all of whom are considered independent of the Investment Manager. The Directors of the Company are listed on the Corporate Information section on Summary Information and Corporate Information.

The Chairman is Mr Crighton. In considering the independence of the Chairman, the Board has taken note of the provisions of the UK Code relating to independence, and has determined that Mr Crighton is an Independent Director.

The Board believes it has a good balance of skills and experience to ensure it operates effectively. The Chairman is responsible for leadership of the Board and ensuring its effectiveness.

As the Chairman is an Independent Director, no appointment of a Senior Independent Director has been made. The Company has no employees and therefore there is no requirement for a Chief Executive or a whistleblowing policy.

The Company holds a minimum of four Board Meetings per year to discuss general management, structure, finance, corporate governance, marketing, risk management, compliance, asset allocation and gearing, contracts, and performance. The quarterly Board Meetings are the principal source of regular information for the Board, enabling it to determine policy and to monitor performance, compliance, and controls. These meetings are supplemented by communication and discussions throughout the year.

A representative of the Investment Manager, Administrator, and Company Secretary may attend each Board Meeting either in person, by video conference or by telephone, thus enabling the Board to fully discuss and review the Company’s operations and performance. Each Director has direct access to the Investment Manager and Company Secretary and may, at the expense of the Company, seek independent professional advice on any matter.

The UK Corporate Governance Code limits the tenure of a Board member to nine years, with additional explanations to be provided should the recommendation be exceeded. No Director has reached this length of service at the date of these Financial Statements.

Attendance at the Board and other Committee Meetings during the year was as follows:

^#Stephen Coe resigned on 30 September 2021

*Gillian Yvonne Morris was appointed on 13 August 2021

Board Diversity

The Board considers the composition of the Board on an on-going basis.

Composition, Succession and Evaluation

The Board of Directors and its Committees are currently considered to be adequately composed in order to be able to discharge their duties effectively, however when considering new appointments in the future, the Board will ensure that a diverse group of candidates is considered in accordance with its Diversity Policy and that appointments are made against set objective criteria.

The Board members have been briefed about their ongoing responsibilities as Directors as part of each individual Director’s induction process and the Board receives ongoing guidance in this regard on an “as needed” bases from the Company Secretary and legal advisers.

The composition of the Board, together with its performance and approach to succession planning is considered annually at the time of the Board’s annual performance appraisal.

The performance of the Board, its committees and individual Directors (including the Chairman) is evaluated annually through a self-assessment process coordinated by the Administrator which then circulates the findings. The Board will consider the need for, and the benefits of, having this process externally facilitated by an independent third party from time to time. The last such third party evaluation took place on 18 November 2021 where it was concluded that the Board was working effectively.

Re-election

The Articles of Incorporation provide that one-third of the Directors retire by a voluntary rotation basis at each Annual General Meeting (“AGM”). However, in order to meet the highest standards of corporate governance, the Directors have agreed to stand for election annually. The Directors may at any time appoint any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until, and shall be eligible for re-election at, the next AGM following their appointment, but shall not be taken into account in determining the Directors or the number of Directors who are to retire by a voluntary rotation basis at that meeting if it is an AGM.

Although the Company looks at not retaining the Chairman of the Board in the post beyond nine years from date of first appointment on the Board, the Board have not set such a formal policy in place since the Company shareholders decide, on an annual basis, whether or not to support the continuation of the Chairman.

Board Performance

The Board undertakes an evaluation of its own performance and that of individual Directors on an annual basis. In order to review its effectiveness, the Board carries out a process of formal self-appraisal. The Board considers how it functions as a whole and also reviews the individual performance of its members. This process is conducted by the respective Chairman reviewing each members’ performance, contributions, and commitment to the Company by verbal discussion.

The Board considers it has a breadth of experience relevant to the Company, and the Directors believe that any changes to the Board’s composition can be managed without undue disruption.

In accordance with the UK Code, when 20% or more of Shareholder votes have been cast against a Board recommendation for a resolution, the Company should explain, when announcing voting results, what actions it intends to take to consult Shareholders in order to understand the reasons behind the result. An update on the views received from shareholders and actions taken should be published no later than six months after the Shareholder meeting. The Board should then provide a final summary in the annual report and, if applicable, in the explanatory notes to resolutions at the next shareholder meeting, on what impact the feedback has had on the decisions the Board has taken and any actions or resolutions now proposed. During the year, no resolution recommended by the Board received more than 20% of votes against it.

Committees of the Board

The Board has established an Audit Committee and a Management and Engagement Committee. All Terms of Reference for both Committees are available from the Company Secretary upon request or on the Company’s website, www.weisskoreaopportunityfund.com.

Audit Committee

The Company has established an Audit Committee with formally delegated duties and responsibilities within written terms of reference. The Audit Committee is chaired by Mrs Morris. The Audit Committee’s other members are Mr Crighton and Mr King. The Audit Committee meets formally at least twice a year. Due to the small size of the Board, the Board considers it appropriate that all Directors should be members of the Audit Committee.

Appointment to the Audit Committee is for a period of up to three years, which may be extended for two further three year periods.

The table in the Report of Directors section sets out the number of Audit Committee Meetings held during the year ended 31 December 2021 and the number of such meetings attended by each Audit Committee member.

A report of the Audit Committee detailing responsibilities and activities is presented below.

Management and Engagement Committee

The Company has established a Management and Engagement Committee with formally delegated duties and responsibilities within written terms of reference. The Management and Engagement Committee is chaired by Mr King. The Management and Engagement Committee’s other members are Mr Crighton and Mrs Morris. The Management and Engagement Committee meets formally once a year.

The principal duties of the Management and Engagement Committee are to review the performance of and contractual arrangements with the Investment Manager and all other service providers to the Company (other than the External Auditor).

During the Management and Engagement Committee meeting held on 18 November 2021, the quality of the services provided by the Investment Manager as well as the other service providers was reviewed. The Management and Engagement Committee also reviewed the fees of all other service providers (other than the External Auditor).

As at 31 December 2021, Directors’ fees were: £30,000 payable to Mr Crighton as Chairman of the Board, £27,500 to Mrs Morris as Chair of the Audit Committee, and £24,000 to Mr King. Mr Coe’s fees were prorated to 30 September 2021, being his date of resignation.

Nomination Committee

The Board does not have a separate Nomination Committee. The Board as a whole fulfils the function of a Nomination Committee. Any proposal for a new Director will be discussed and approved by the Board. The Board will determine whether an external search consultancy or open advertising is used in the appointments of non-executive Directors in the future.

Remuneration Committee

In view of its non-executive and independent nature, the Board considers that it is not appropriate for there to be a Remuneration Committee as anticipated by the UK Code because this function is carried out as part of the regular Board business. A Remuneration Report prepared by the Board is contained below. Directors’ remuneration is considered on an annual basis.

Environmental, Social and Governance Matters

As an investment company, WKOF’s own direct environmental impact is minimal. Other than short flights of approximately 160 miles made by the Chairman to attend quarterly board meetings, when travel restrictions allow, the Company has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Reporting and Directors’ Reports) Regulations 2013 or the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

The Company’s operations are delegated to third party service providers, and the Company has no employees. The Board seeks assurances, at least annually, from its main counterparties that they comply with the provisions of the UK Modern Slavery Act 2015 and maintain adequate safeguards in keeping with the provisions of the Bribery Act 2010 and Criminal Finances Act 2017.

The Board and WAM recognise that governance issues have an effect on its investee companies. The Board supports WAM in its belief that good corporate governance will help deliver long term Shareholder value. Since inception of the Company, improved corporate governance has been one of the main drivers of value, as some Korean companies have improved the efficiency of their balance sheets by buying back preference shares and improving dividend payouts. The Board and WAM will continue to support these changes in its investee companies and expect these governance improvements to continue in Korea.

Geopolitical risks

At the time of signing these financial statements, there is an increased level of global uncertainty associated with the conflict in Ukraine. The long-term impacts of the Ukraine conflict are not yet known but are likely to result in increased market and economic volatility, which may in turn have an impact on the Company.

Internal Controls

The Board is ultimately responsible for establishing and maintaining the Company’s system of internal controls and for maintaining and reviewing the system’s effectiveness. The Company’s risk matrix continues to be the basis of the Company’s risk management process in establishing the Company’s system of internal financial and reporting controls. The risk matrix is prepared and maintained by the Board, which initially identifies the risks facing the Company and then collectively assesses the likelihood of each risk, the impact of those risks, and the strength of the controls operating over each risk. The Company’s system of internal controls is designed to manage rather than to eliminate the risk of failure to achieve the Company’s objectives, and by the internal controls’ nature, can only provide reasonable and not absolute assurance against misstatement and loss. These controls aim to ensure that assets of the Company are safeguarded, proper accounting records are maintained, and the financial information for publication is reliable.

The UK Code requires Directors to conduct at least annually a review of the Company’s system of internal controls, covering all controls including financial, operational, compliance, and risk management. The Board has evaluated the Company’s system of internal controls. In particular, it has prepared a process for identifying and evaluating the significant risks affecting the Company and the policies by which these risks are managed. The process has resulted in a low to medium risk assessment.

The Board has delegated the management of the Company’s investment portfolio, administration, registrar, and corporate secretarial functions, which includes the independent calculation of the Company’s NAV and the production of the audited Annual Report and Financial Statements. Whilst the Board delegates these functions, it remains responsible for the functions it delegates and for the systems of internal control. Formal contractual agreements have been put in place between the Company and providers of these services. On an on-going basis, Board reports are provided at each quarterly Board Meeting from the Investment Manager, Administrator, Registrar, and Company Secretary, and a representative from the Investment Manager is asked to attend these meetings.

In common with most investment companies, the Company does not have an internal audit function. All of the Company’s management functions are delegated to the Investment Manager, Administrator, Registrar, and Company Secretary, which have their own internal audit and/or risk assessment functions.

The Company’s risk exposure and the effectiveness of its risk management and internal control systems are reviewed by the Audit Committee at its meetings and annually by the Board. The Board believes that the Company has adequate and effective systems in place to identify, mitigate, and manage the risks to which it is exposed.

Emerging Risks

In order to recognise any new risks that may impact the Company and to ensure that appropriate controls are in place to manage those risks, the Audit Committee undertakes a regular review of the Company’s Risk Matrix. This review took place on three occasions during the year.

COVID-19

The Board monitored the development of the pandemic and considered the impact it has had to date and assessing the impact it may have in the future. Despite the impact on the Company’s share performance and subsequent recovery and easing of restrictions in relation to the pandemic, there remains continued uncertainty such that predicting any future impact with any certainty remains challenging. The Board will continue to assess the position.

Principal Risks and Uncertainties

In respect to the Company’s system of internal controls and reviewing its effectiveness, the Directors:

• are satisfied that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency, or liquidity; and

• have reviewed the effectiveness of the risk management and internal control systems, including material financial, operational, and compliance controls (including those relating to the financial reporting process) and no significant failings or weaknesses were identified.

The principal risks and uncertainties which have been identified and the steps which are taken by the Board to mitigate them are as follows:

Investment Risks

The Company is exposed to the risk that its portfolio fails to perform in line with its investment objective and policy if markets move adversely or if the Investment Manager fails to comply with the investment policy. The Board reviews reports from the Investment Manager at the quarterly Board Meetings, with a focus on the performance of the portfolio in line with its investment policy. The Administrator is responsible for ensuring that all transactions are in accordance with the investment restrictions.

Operational Risks

The Company is exposed to the risk arising from any failures of systems and controls in the operations of the Investment Manager, Administrator, and the Custodian. The Board and its Committees regularly review reports from the Investment Manager and the Administrator on their internal controls. The Administrator will report to the Investment Manager any valuation issues which will be brought to the Board for final approval as required.

Accounting, Legal and Regulatory Risks

The Company is exposed to the risk that it may fail to maintain accurate accounting records, fail to comply with requirements of its Admission Document, and fail to meet listing obligations. The accounting records prepared by the Administrator are reviewed by the Investment Manager. The Administrator, Broker, and Investment Manager provide regular updates to the Board on compliance with the Admission Document and changes in regulation.

Discount Management

The Company is exposed to Shareholder dissatisfaction through inability to manage the Share price discount to NAV. The Board and its Broker monitor the Share price discount (or premium) continuously and have engaged in Share buybacks from time to time to help minimise any such discount. The Board believes that it has access to sufficiently liquid assets to help manage the Share price discount. The Company’s discount management programme is described within Note 18.

Liquidity of Investments

The Korean preference shares typically purchased by the Company generally have smaller market capitalisations and lower levels of liquidity than their common share counterparts. These factors, among others, may result in more volatile price changes in the Company’s assets as compared to the South Korean stock market or other more liquid asset classes. This volatility could cause the NAV to go up or down dramatically.

In order to realise its investments, the Company will likely need to sell its holdings in the secondary market, which could prove difficult if adequate liquidity does not exist at the time, and could result in the values received by the Company being significantly less than their holding values. The liquidity of the market for preference shares may vary materially over time. There can be no guarantee that a liquid market for the Company’s assets will exist or that the Company’s assets can be sold at prices similar to the published NAV. Illiquidity could also make it difficult or costly for the Company to purchase securities, and this could result in the Company holding more cash than anticipated. Furthermore, it is possible that South Korea could impose currency-exchange or capital controls on foreign investors, making it difficult or impossible for the Company to repatriate funds. The Investment Manager considers the liquidity of secondary trading in assessing and managing the liquidity of the Company’s investments. The Board reviews the Company’s resources and obligations on a regular basis with a view to ensuring that sufficiently liquid assets are held for the expected day to day operations of the Company. However, if the Company were required to liquidate a substantial portion of its assets at a single time, it is likely that the market impact of the necessary sale transactions would impact the value of the portfolio materially.

Fraud Risk

The Company is exposed to fraud risk. The Audit Committee continues to monitor the fraud, bribery, and corruption policies of the Company. The Board receives an annual confirmation from all service providers that there have been no instances of fraud or bribery.

Financial Risks

The financial risks, including market, credit, and liquidity risks, faced by the Company are set out in Note 20 of the Financial Statements. These risks and the controls in place to reduce the risks are reviewed at the quarterly Board Meetings.

Coronavirus Risk (“COVID-19”)

The Board has been in contact with its principal service providers to determine that their operations remain effective during the time of the pandemic to date. There has been no discernible impact on the operations of the Company.

Shareholder Engagement

The Directors welcome Shareholders’ views and place great importance on communication with the Company’s Shareholders. Shareholders wishing to meet with the Chairman and other Board members should contact the Company’s Administrator.

The Investment Manager and Broker maintain a regular dialogue with institutional Shareholders, the feedback from which is reported to the Board.

The Company’s AGM provides a forum for Shareholders to meet and discuss issues of the Company and provides Shareholders with the opportunity to vote on the resolutions as specified in the Notice of AGM. The Notice of AGM and the results are released to the London Stock Exchange in the form of an announcement.

In addition, the Company maintains a website which contains comprehensive information, including links to regulatory announcements, Share price information, financial reports, investment objective, and investor contacts.

Auditor

The Independent Auditor, KPMG Channel Islands Limited, has indicated their willingness to continue in office. Accordingly, a resolution for their reappointment will be proposed at the forthcoming AGM.

Statement of Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Financial Statements for each financial year. Under that law they have elected to prepare the Financial Statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union and applicable law.

Under Company law the Directors must not approve the Financial Statements unless they are satisfied that the Financial Statements give a true and fair view of the state of affairs of the Company and of its profit or loss for that period. In preparing these Financial Statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant, and reliable;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the Financial Statements;
• assess the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable the Directors to ensure that the Financial Statements comply with the Companies (Guernsey) Law, 2008. They are responsible for such internal control as they determine is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in Guernsey governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions.

The Directors confirm that they have complied with the above requirements in preparing the Annual Report and Financial Statements and that to their best knowledge and belief:

• the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position, and profit or loss of the Company; and
• the Directors’ Report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

We consider the Annual Report and Financial Statements, taken as a whole, to be fair, balanced, and understandable and provides the information necessary for Shareholders to assess the Company’s position and performance, business model, and strategy.

The Board of Directors confirms that, throughout the period covered by the Financial Statements, the Company complied with the GFSC Code through its compliance with the UK Code.

Disclosure of Information to the Independent Auditor

The Directors who hold office at the date of approval of this Directors’ Report confirm that, so far as they are aware, there is no relevant audit information of which the Company’s independent auditor is unaware, and that each Director has taken all the steps he ought to have taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s independent auditor is aware of that information.

Signed on behalf of the Board by:

Norman Crighton

Chairman

28 April 2022

Gillian Morris

Director

28 April 2022

Directors’ Remuneration Report

For the year ended 31 December 2021

Introduction

An ordinary resolution for the approval of the Directors’ Remuneration Report will be put to the Shareholders at the AGM to be held on 21 July 2022.

Remuneration Policy

All Directors are non-executive and a Remuneration Committee has not been established. The Board as a whole considers matters relating to the Directors’ remuneration. No advice or services were provided by any external person in respect of the Board’s consideration of the Directors’ remuneration.

The Company’s policy is that the fees payable to the Directors should reflect the time spent by the Directors on the Company’s affairs and the responsibilities borne by the Directors, and be sufficient to attract, retain, and motivate Directors of a quality required to run the Company successfully. The Chairman of the Board is paid a higher fee in recognition of his additional responsibilities, as is the Chairman of the Audit Committee. The policy is to review fee rates periodically, although such a review will not necessarily result in any changes to the rates, and account is taken of fees paid to directors of comparable companies. The Directors of the Company are remunerated for their services at such a rate as the Directors determine, provided that the aggregate amount of such fees does not exceed £150,000 per annum.

There are no long term incentive schemes provided by the Company and no performance fees are paid to Directors.

None of the Directors have a service contract with the Company, but each of the Directors is appointed by a letter of appointment which sets out the main terms of their appointment. Directors hold office until they retire by rotation or cease to be a Director in accordance with the Articles of Incorporation, by operation of law, or until they resign.

Remuneration

Directors are remunerated in the form of fees, payable quarterly in arrears, to the Director personally. No Director has been paid additional remuneration outside their normal Directors’ fees and expenses.

As at 31 December 2021, Directors’ fees were: £30,000 payable to Mr Crighton as Chairman of the Board, £27,500 to Mrs Morris as Chairman of the Audit Committee, and £24,000 to Mr King. Mr Coe’s fees were prorated to the 30 September 2021, being the date of his resignation.    

The Board has agreed to increase Directors’ fees effective 1 January 2022 to £35,000 payable to Mr Crighton as Chairman of the Board, £32,500 to Mrs Morris as Chairman of the Audit Committee, and £30,000 to Mr King.

Signed on behalf of the Board by:

Norman Crighton

Chairman

28 April 2022

Gillian Morris

Director

28 April 2022

Audit Committee Report

For the year ended 31 December 2021

Dear Shareholders,

Below, we present the Audit Committee’s Report for 2021, setting out the responsibilities of the Audit Committee and its key activities in 2021.

The Audit Committee has reviewed the Company’s financial reporting, significant areas of judgement and estimation within the Company’s Financial Statements, the independence and effectiveness of the External Auditor, and the internal control and risk management systems of the Company’s service providers. The Audit Committee considered whether the Annual Report and Financial Statements are fair, balanced, and understandable, and whether they provided the necessary information for Shareholders to assess the Company’s performance, business model, and strategy before recommending them to the Board for approval. In order to assist the Audit Committee in discharging these responsibilities, regular reports are received from the Investment Manager, Administrator, and External Auditor. Following its review of the independence and effectiveness of the Company’s External Auditor, the Audit Committee has recommended to the Board that KPMG Channel Islands Limited be reappointed as Auditor, which the Board has submitted for approval to the Company’s Shareholders.

A member of the Audit Committee will continue to be available at each AGM to respond to any Shareholder questions on the activities of the Audit Committee.

Responsibilities

The Audit Committee reviews and recommends the approval of the Financial Statements of the Company to the Board and is the forum through which the External Auditor reports to the Board of Directors. The External Auditor and the Audit Committee will meet together without representatives of either the Administrator or Investment Manager being present if either considers this to be necessary.

The role of the Audit Committee includes:

• monitoring the integrity of the published Financial Statements of the Company;
• reviewing and reporting to the Board on the significant issues, judgements, and estimates made in the preparation of the Company’s published Financial Statements;
• monitoring and reviewing the quality and effectiveness of the External Auditor and their independence;
• considering and making recommendations to the Board on the appointment, reappointment, replacement, and remuneration to the Company’s External Auditor;
• reviewing the Company’s procedures for prevention, detection and reporting of fraud, bribery, and corruption; and
• monitoring and reviewing the internal control and risk management systems of the service providers.

The Audit Committee’s full terms of reference can be obtained by contacting the Company’s Secretary or on the Company’s website, www.weisskoreaopportunityfund.com.

Key Activities of the Audit Committee

The following sections discuss the assessments made by the Audit Committee during the year:

Financial Reporting

The Audit Committee’s review of the Annual Report and Audited Financial Statements focused on the following significant areas:

Valuation of Investments

The Company’s financial investments had a fair value of £159,614,094 as at 31 December 2021 and represent the majority of the net assets of the Company. The vast majority of the investments are listed and traded, and the valuation is by reference to the fair value measurement required by IFRS. The Audit Committee considered the fair value of the investments held by the Company as at 31 December 2021 to be reasonable from a review of the information provided by the Investment Manager and Administrator. All prices have been confirmed by the Administrator to independent pricing sources as at 31 December 2021.

The Investment Manager and Administrator confirmed to the Audit Committee that they were not aware of any material misstatements including matters relating to the Financial Statements’ presentation, nor were they aware of any fraud or bribery relating to the Company’s activities. Furthermore, the External Auditor reported to the Audit Committee that no material misstatements were found in the course of their work.

Following a review of the presentations and reports from the Administrator and consulting where necessary with the External Auditor, the Audit Committee is satisfied that the Financial Statements appropriately address the critical judgements and key estimates made in the preparation of the Financial Statements (both in respect to the amounts reported and the disclosures). The Audit Committee is also satisfied that the significant assumptions used for determining the value of assets and liabilities have been appropriately scrutinised and challenged and are sufficiently robust.

Risk Management

The Audit Committee continued to consider the process for managing the risk of the Company and its service providers. Risk management procedures for the Company, as detailed in the Company’s risk assessment matrix, were reviewed and approved by the Audit Committee. A review of the risk matrix took place during the Audit Committee meeting of the 18 November 2021. Following the review, minor amendments were made.

Fraud, Bribery and Corruption

The Audit Committee continues to monitor the fraud, bribery, and corruption policies of the Company. The Board receives a confirmation from all service providers that there have been no instances of fraud or bribery.

The External Auditor

Independence, Objectivity and Fees

The independence and objectivity of the External Auditor are reviewed by the Audit Committee, which also reviews the terms under which the External Auditor is appointed to perform non-audit services. The Audit Committee has established pre-approval policies and procedures for the engagement of the External Auditor to provide audit and assurance services.

The External Auditor may not provide a service which:

• places them in a position to audit their own work;
• creates a mutuality of interest;
• results in the External Auditor developing close relationships with service providers of the Company, in respect of services to the Company;
• results in the External Auditor functioning as a manager or employee of the Company; and
• puts the External Auditor in the role of advocate of the Company.

As a general rule, the Company does not utilise the External Auditor for internal audit purposes, secondments, or valuation advice. Services such as tax compliance, tax structuring, private letter rulings, accounting advice, quarterly reviews, and disclosure advice are normally permitted but will be pre-approved by the Audit Committee.

The following table summarises the remuneration payable to KPMG Channel Islands Limited and to other KPMG member firms for audit and non-audit services:

The Audit Committee does not consider KPMG Channel Islands Limited’s independence to be under threat. In making this assessment, the Audit Committee has concluded that the non-audit fees, disclosed above, do not relate to prohibited services. In approving the non-audit services, the Audit Committee considered the safeguards put in place by KPMG Channel Islands Limited to reduce the threats to independence and objectivity to an acceptable level.

For the year ended 31 December 2021, the Company has engaged KPMG LLP to provide tax services, a separate entity to KPMG Channel Islands Limited.

KPMG Channel Islands Limited has been the External Auditor from the date of the initial listing on the London Stock Exchange. The UK Code introduced a recommendation that the external audit be put out to tender every ten years. The Audit Committee has noted this and will develop a plan for tendering at the appropriate time.

The Audit Committee has examined the scope and results of the audit, its cost effectiveness, and the independence and objectivity of the External Auditor, with particular regard to non-audit fees, and considers KPMG Channel Islands Limited, as External Auditor, to be independent of the Company.

Performance and Effectiveness

During the year, when considering the effectiveness of the External Auditor, the Audit Committee has taken into account the following factors:

• The audit plan presented to it before the audit;
• Changes in audit personnel;
• The post audit report including variations from the original plan, if any;
• The External Auditor’s report on independence; and
• Feedback from both the Investment Manager and Administrator.

Further to the above, at the conclusion of the 2021 audit fieldwork, the Audit Committee performed specific evaluation of the performance of the External Auditor through discussion with the Administrator and Investment Manager, as well as the audit team itself.

There were no significant adverse findings from this evaluation.

Reappointment of External Auditor

Consequent to this review process, the Audit Committee has recommended to the Board that a resolution be put to the 2021 AGM for the reappointment of KPMG Channel Islands Limited as External Auditor. The Board has accepted this recommendation.

Internal Control and Risk Management Systems

After consultation with the Investment Manager, Administrator, and External Auditor, the Audit Committee has considered the impact of the risk of the override of controls by its service providers, the Investment Manager, and Administrator.

The Audit Committee reviews externally prepared assessments of the control environment in place at the Administrator, with the Administrator providing a Service Organisation Controls Report on a bi-annual basis. The Audit Committee noted that the Management and Engagement Committee received a self-assessment from the Investment Manager and no issues were identified in this. Additionally, representatives of the Investment Manager meet with the Board of Directors annually to discuss and review the controls in place at the Investment Manager. No significant failings or weaknesses were identified in these reviews.

The Audit Committee has also reviewed the need for an internal audit function. The Audit Committee has decided that the systems and procedures employed by the Investment Manager, as well as the Administrator’s internal audit function provide sufficient assurance that a sound system of internal control, which safeguards the Company’s assets, is maintained. An internal audit function specific to the Company is therefore considered unnecessary.

In finalising the Financial Statements for recommendation to the Board for approval, the Audit Committee is satisfied that, taken as a whole, the Annual Report and Financial Statements are fair, balanced, and understandable. The Board has accepted this approval.

For any questions on the activities of the Audit Committee not addressed in the foregoing, a member of the Audit Committee remains available to attend each AGM to respond to such questions.

The Audit Committee Report was approved by the Board on ## April 2022 and signed on behalf of the Audit Committee by:

Gillian Morris

Chairman, Audit Committee

28 April 2022

Independent Auditor’s Report

To the Members of Weiss Korea Opportunity Fund Ltd.

Our opinion is unmodified

We have audited the financial statements of Weiss Korea Opportunity Fund Ltd. (the “Company”), which comprise the statement of financial position as at 31 December 2021, the statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements:

• give a true and fair view of the financial position of the Company as at 31 December 2021, and of the Company’s financial performance and cash flows for the year then ended;
• are prepared in accordance with International Financial Reporting Standards as adopted by the EU (“IFRS”); and
• comply with the Companies (Guernsey) Law, 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed entities. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.

Other key audit matters: our assessment of the risks of material misstatement

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In arriving at our audit opinion above, the key audit matter was as follows (unchanged from 2020):

Our application of materiality and an overview of the scope of our audit

Materiality for the financial statements as a whole was set at £3,330,000, determined with reference to a benchmark of net assets of £166,541,145, of which it represents approximately 2.0% (2020: 2.0%).

In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account balances add up to a material amount across the financial statements as a whole. Performance materiality for the Company was set at 75% (2020: 75%) of materiality for the financial statements as a whole, which equates to £2,497,000 (2020: £2,403,000). We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk.

We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding £166,000, in addition to other identified misstatements that warranted reporting on qualitative grounds. 

Our audit of the Company was undertaken to the materiality level specified above, which has informed our identification of significant risks of material misstatement and the associated audit procedures performed in those areas as detailed above. 

Going concern

The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Company or to cease its operations, and as they have concluded that the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over its ability to continue as a going concern for at least a year from the date of approval of the financial statements (the “going concern period").

In our evaluation of the directors' conclusions, we considered the inherent risks to the Company's business model and analysed how those risks might affect the Company's financial resources or ability to continue operations over the going concern period. The risk that we considered most likely to affect the Company's financial resources or ability to continue operations over this period was availability of capital to meet operating costs and other financial commitments.

We considered whether this risk could plausibly affect the liquidity in the going concern period by comparing severe, but plausible downside scenarios that could arise from this risk against the level of available financial resources indicated by the Company’s financial forecasts.

We considered whether the going concern disclosure in note 2c to the financial statements gives a full and accurate description of the directors' assessment of going concern.

Our conclusions based on this work:

• we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
• we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for the going concern period; and
• we have nothing material to add or draw attention to in relation to the directors' statement in the notes to the financial statements on the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Company's use of that basis for the going concern period.

However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation.

Fraud and breaches of laws and regulations – ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

• enquiring of management as to the Company’s policies and procedures to prevent and detect fraud as well as enquiring whether management have knowledge of any actual, suspected or alleged fraud;
• reading minutes of meetings of those charged with governance; and
• using analytical procedures to identify any unusual or unexpected relationships.

As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit we do not believe there is a fraud risk related to revenue recognition because the Company’s revenue streams are simple in nature with respect to accounting policy choice, and are easily verifiable to external data sources or agreements with little or no requirement for estimation from management. We did not identify any additional fraud risks.

We performed procedures including

• Identifying journal entries and other adjustments to test based on risk criteria and comparing any identified entries to supporting documentation; and
• incorporating an element of unpredictability in our audit procedures.

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience and through discussion with management (as required by auditing standards), and from inspection of the Company’s regulatory and legal correspondence, if any, and discussed with management the policies and procedures regarding compliance with laws and regulations. As the Company is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s procedures for complying with regulatory requirements.

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or impacts on the Company’s ability to operate. We identified financial services regulation as being the area most likely to have such an effect, recognising the regulated nature of the Company’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. 

In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Disclosures of emerging and principal risks and longer term viability

We are required to perform procedures to identify whether there is a material inconsistency between the directors’ disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge. We have nothing material to add or draw attention to in relation to:

• the directors’ confirmation within the Viability Statement (Report of the Directors) that they have carried out a robust assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity;
• the emerging and principal risks disclosures describing these risks and explaining how they are being managed or mitigated;
• the directors’ explanation in the Viability Statement (Report of the Directors) as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

Corporate governance disclosures

We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate governance disclosures and the financial statements and our audit knowledge.

Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our audit knowledge:

• the directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy;
• the section of the annual report describing the work of the Audit Committee, including the significant issues that the audit committee considered in relation to the financial statements, and how these issues were addressed; and
• the section of the annual report that describes the review of the effectiveness of the Company’s risk management and internal control systems.

We have nothing to report on other matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

• the Company has not kept proper accounting records; or
• the financial statements are not in agreement with the accounting records; or
• we have not received all the information and explanations, which to the best of our knowledge and belief are necessary for the purpose of our audit.

Respective responsibilities

Directors' responsibilities

As explained more fully in their statement set out in the Report of the Directors, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. 

Auditor's responsibilities

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. 

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.

The purpose of this report and restrictions on its use by persons other than the Company's members as a body

This report is made solely to the Company’s members, as a body, in accordance with section 262 of the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

KPMG Channel Islands Limited

Chartered Accountants

Guernsey

28 April 2022

Statement of Financial Position

As at 31 December 2021

The Notes form an integral part of these Financial Statements.

The Financial Statements were approved and authorised for issue by the Board of Directors on 28 April 2022.

Norman Crighton

Chairman

Gillian Morris

Director

Statement of Comprehensive Income

For the year ended 31 December 2021

All items derive from continuing activities.

Presentation of the Statement of Comprehensive income has been spilt into income and capital for current year results following the Company’s admission to the AIC. Expenses as detailed in Note 2k have been allocated to capital in order maintain revenue reserves.

The Notes form an integral part of these Financial Statements.

Statement of Changes in Equity

For the year ended 31 December 2021

The Notes form an integral part of these Financial Statements.

Statement of Cash Flows

For the year ended 31 December 2021

The Notes form an integral part of these Financial Statements.

*Increase in receivables excludes dividends receivable, see Note 15.

Notes to the Financial Statements

For the year ended 31 December 2021

1.   General information

Weiss Korea Opportunity Fund Ltd. (“WKOF” or the “Company”) was incorporated with limited liability in Guernsey, as a closed-ended investment company on 12 April 2013. The Company’s Shares were admitted to trading on AIM of the LSE on 14 May 2013.

The Investment Manager of the Company is Weiss Asset Management LP.

At the AGM held on 27 July 2016, the Board approved the adoption of the new Articles of Incorporation in accordance with Section 42(1) of the Companies (Guernsey) Law, 2021 (the “Law”).

2.   Significant accounting policies

a)  Statement of compliance

The Financial Statements of the Company for the year ended 31 December 2021 have been prepared in accordance with IFRS adopted by the European Union and the AIM Rules of the London Stock Exchange. They give a true and fair view and are in compliance with the Law. For future reporting periods it is the intention of the Board to fully adopt the AIC Statement of Recommended Practice (“SORP”) where this is consistent with the requirements of IFRS and in compliance with the Companies (Guernsey) Law, 2021.

b)     Basis of preparation

The Financial Statements are prepared in pounds sterling (£), which is the Company’s functional and presentational currency. They are prepared on a historical cost basis modified to include financial assets at fair value through profit or loss.

c) Going concern

The Company has continued in existence following the third Realisation Opportunity and will continue to operate as a going concern unless a determination to wind up the Company is made. Given this, the Directors will propose further realisation opportunities for Shareholders who have not previously elected to realise all of their Ordinary Shares. Such opportunities will be made using a similar mechanism to previously announced Realisation Opportunities. The next Realisation Opportunity will take place during May 2023. The Board and the Investment Manager believe the investment policy continues to be valid. See note 18 for further details of the Realisation Opportunity.

Based on the fact that the assets currently held by the Company consist mainly of securities that are readily realisable, whilst the Directors acknowledge that the liquidity of these assets needs to be managed, the Directors believe that the Company has adequate financial resources to meet its liabilities as they fall due for at least twelve months from the date of this report, and that it is appropriate for the Financial Statements to be prepared on a going concern basis.

The Board has no control over market movements arising from the COVID-19 pandemic. During the last 12 months the Company has been able to operate without interruption with service providers working effectively at remote locations.

d)  Standards, amendments and interpretations not yet effective

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2022, and have not been early adopted in preparing these financial statements. None of these are expected to have a material effect on the financial statements of the Company.

·      IFRS 17 Insurance Contracts (Effective 1 January 2023)

·      Definition of Accounting Estimates (Amendments to IAS 8) (Effective 1 January 2023)

·      Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

(Effective 1 January 2023)

e)   Standards, amendments and interpretations effective during the year

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2021, and have been adopted in preparing these financial statements.

·      Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4

and IFRS 16.

The adoption of these standards has not had a material impact on the financial statements of the Company.

f)   Financial instruments

i)   Classification

Financial assets are classified into the following categories: financial assets at fair value through profit or loss and amortised cost.

The classification depends on the business model in which a financial asset is managed and its contractual cash flows.

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities at amortised cost.

ii)  Recognition and measurement  

Financial assets at fair value through profit or loss (“investments”)

Financial assets and derivatives are recognised in the Company’s Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument.

Purchases and sales of investments are recognised on the trade date (the date on which the Company commits to purchase or sell the investment). Investments purchased are initially recorded at fair value, being the consideration given and excluding transaction or other dealing costs associated with the investment.

Subsequent to initial recognition, investments are measured at fair value. Gains and losses arising from changes in the fair value of investments and gains and losses on investments that are sold are recognised through profit

or loss in the Statement of Comprehensive Income within net changes in fair value of financial assets at fair value through profit or loss.

Financial assets at fair value through profit or loss (“derivatives: credit default swaps and options”)

Subsequent to initial recognition at fair value, credit default swaps and options are measured at fair value through profit and loss.

The fair values of the credit default swaps and options are based on traded prices. The valuation of the credit default swaps' and options' fair values means fluctuations will be reflected in the net changes in fair value of derivative instruments.

Derivatives are presented in the Statement of Financial Position as financial assets when their fair value is positive and as financial liabilities when their fair value is negative.

Other financial instruments

For other financial instruments, including other receivables and other payables, the carrying amounts as shown in the Statement of Financial Position approximate the fair values due to the short term nature of these financial instruments.

iii) Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments traded in active markets are valued at the latest available bid prices ruling at midnight, Greenwich Mean Time (“GMT”), on the reporting date. The Directors are of the opinion that the bid-market prices are the best estimate of fair value. Gains and losses arising from changes in the fair value of financial assets and financial liabilities at fair value through profit and loss are shown as net gains or losses on financial assets through profit or loss in Note 12 and are recognised in the Statement of Comprehensive Income in the period in which they arise. Gains and losses arising from changes in the fair value of derivative financial instruments are shown as net gains or losses on financial derivatives through profit or loss in Note 16 and are recognised in the Statement of Comprehensive Income in the period in which they arise.

iv) Derecognition of financial instruments

A financial asset is derecognised when: (a) the rights to receive cash flows from the asset have expired; (b) the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “pass through arrangement”; or (c) the Company has transferred substantially all the risks and rewards of the asset, or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

On derecognition of a financial asset, the difference between the carrying amount of the asset using the average cost method and the consideration received (including any new asset obtained, less any new liability assumed) is recognised in profit or loss.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled, or expired.

g)    Net changes in fair value of financial assets at fair value through profit or loss

Net changes in fair value of financial assets at fair value through profit or loss includes all realised and unrealised fair value changes on financial instruments, but excludes dividend income.

h)    Net changes in fair value of derivative financial instruments through profit or loss

Net changes in fair value of derivative financial instruments includes all realised and unrealised fair value changes on derivative contracts.

i)     Other income

Dividend income from equity investments is recognised through profit or loss in the Statement of Comprehensive Income when the relevant investment is quoted ex-dividend.

j)     Expenses

All expenses are accounted for on an accruals basis and are recognised in profit or loss. Expenses are charged to the capital reserve where a connection with the maintenance or enhancement of the value of the investments can be demonstrated.

k)    Statement of Comprehensive Income: Income and Capital allocation

In accordance with the requirements of the SORP, items in the statement of comprehensive income have been allocated between revenue and capital. Net movements in financial assets and derivative financial instruments are charged to the capital reserve. Dividend income and withholding tax are allocated to revenue reserves. 90% of the Company’s management fee costs are charged to the capital reserve in line with the Board’s expected long-term split of returns between income and capital gains from the investment portfolio. Transaction costs, derivative expense and professional fees have been wholly attributed to the capital reserve. Other costs are allocated to the revenue reserve. Foreign exchange differences relating to investments are taken to the capital reserve. Realised and unrealised foreign exchange differences on non-capital assets or liabilities are taken to revenue reserves in the Statement of Comprehensive Income in the period in which they arise.

l)     Cash and cash equivalents

Cash comprises cash in hand and demand deposits. Cash equivalents include bank overdrafts. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant changes in value. Cash, deposits with banks, and bank overdrafts are stated at their principal amount.

m)   Margin accounts

Margin accounts represent deposits with sub-custodian, transferred as collateral against open derivative contracts. The Company’s investment into traded derivative instruments requires the need to post and maintain margin accounts with set limits with the aim of minimising counterparty risk associated with these derivative instruments. Margin account balances are stated at their principal amount.

n)    Share capital

Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of these Shares are shown in equity as a deduction, net of tax, from the proceeds and disclosed in the Statement of Changes in Equity.

o)    Foreign currency translations

Functional and presentation currency

The Financial Statements of the Company are presented in the currency of the primary economic environment in which the Company operates (its “functional currency”). The Directors have considered the currency in which the original capital was raised, distributions will be made, and ultimately the currency in which capital would be returned in a liquidation.

On the reporting date, the Directors believe that pounds sterling best represents the functional currency of the Company. For the purpose of the Financial Statements, the results and financial position of the Company are expressed in pounds sterling, which is the presentational currency of the Company. Monetary assets and liabilities, denominated in foreign currencies, are translated into pounds sterling at the exchange rate at the reporting date. Non-monetary assets denominated in foreign currencies that are measured at fair value are translated in pounds sterling at the exchange rate at the date on which the fair value was determined. Realised and unrealised gains or losses on currency translation are recognised in the Statement of Comprehensive Income.

p)    Treasury shares

Where the Company purchases its own share capital, the consideration paid, which includes any directly attributable costs, is deducted through share capital. The difference between the total consideration and the total nominal value of all Shares purchased is recognised through other reserves, which is a distributable reserve.

If such Shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is recognised as an increase in equity and the resulting surplus or deficit on the transaction is transferred to or from other reserves.

Where the Company cancels treasury shares, no further adjustment is required to the share capital account at the time of cancellation. Shares held in treasury are excluded from calculations when determining NAV per Share and earnings per Share.

q)    Operating segments

The Board has considered the requirements of IFRS 8 ‘Operating Segments’ and is of the view that the Company is engaged in a single segment of business, being an investment strategy tied to listed preference shares issued by companies incorporated in South Korea. The Board, as a whole, has been determined as constituting the chief operating decision maker of the Company.

The key measure of performance used by the Board to assess the Company’s performance and to allocate resources is the total return on the Company’s NAV, as calculated under IFRS, and therefore no reconciliation is required between the measure of profit or loss used by the Board and that contained in these Audited Financial Statements.

The Board of Directors is charged with setting the Company’s investment strategy in accordance with the investment policy. They have delegated the day to day implementation of this strategy to the Company’s Investment Manager but retain responsibility to ensure that adequate resources of the Company are directed in accordance with their decisions. The investment decisions of the Investment Manager are reviewed on a regular basis to ensure compliance with the policies and legal responsibilities of the Board. The Investment Manager has been given full authority to act on behalf of the Company, including the authority to purchase and sell securities and other investments on behalf of the Company and to carry out other actions as appropriate to give effect thereto.

Whilst the Investment Manager may make the investment decisions on a day to day basis regarding the allocation of funds to different investments, any changes to the investment strategy or major allocation decisions have to be approved by the Board, even though they may be proposed by the Investment Manager.

The Board therefore retains full responsibility as to the major decisions made on an on-going basis. The Investment Manager will always act under the terms of the Admission Document which cannot be significantly changed without the approval of the Board of Directors and where necessary, Shareholders.

r)    Other receivables

Other receivables are amounts due in the ordinary course of business. Other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

s)    Other payables

Other payables are obligations to pay for services that have been acquired in the ordinary course of business. Other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

t)     Due from and due to brokers

Amounts due from and due to brokers represent receivables for securities sold and payables for securities purchased that have been contracted for but not yet settled or delivered on the Statement of Financial Position date, respectively.

u)    Dividend distribution

Dividend distribution to the Company’s Shareholders is recognised as a liability in the Company’s Financial Statements and disclosed in the Statement of Changes in Equity in the period in which the dividends are proposed and approved by the Board.

v)    Taxation

The Company has been granted Exempt Status under the terms of The Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 to income tax in Guernsey. Its liability is an annual fee of £1,200 (2020: £1,200).

The amounts disclosed as taxation in the Statement of Comprehensive Income relate solely to withholding tax levied in South Korea on distributions from South Korean companies at an offshore rate of 22%.

w)   Other reserves

Total comprehensive income for the year is transferred to Other Reserves. Other reserves are made up of operating gains/losses and not all reserves are distributable.

3.    Dividends to Shareholders

Dividends, if any, will be paid annually each year. An annual dividend of 5.2311 pence per Share (£4,238,124) was approved on 4 May 2021 and paid on 4 June 2021 in respect of the year ended 31 December 2020. An annual dividend of 3.9549 pence per Share (£3,227,903) was approved on 13 May 2020 and paid on 12 June 2020 in respect of the year ended 31 December 2019.

4.    Significant accounting judgements, estimates and assumptions

The preparation of the Financial Statements in conformity with IFRS requires management to make judgements, estimates, and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expense, and the accompanying disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.

Judgements

In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the Annual Financial Statements:

Functional currency

As disclosed in Note 2o, the Company’s functional currency is the pound sterling. Pound sterling is the currency in which the original capital was raised, distributions will be made, and ultimately the currency in which capital would be returned in a liquidation.

5.    Basic and diluted loss/earnings per Share

The total basic and diluted income per Ordinary Share of £0.0244 (31 December 2020: profit per Share of £0.9724) for the Company has been calculated based on the total profit after tax for the year of £1,791,505 (for the year ended 31 December 2020: £79,364,124 profit) and the weighted average number of Ordinary Shares in issue during the year of 73,584,938 (for the year ended 31 December 2020: 81,617,828).

Income and capital earnings and losses for the year end 31 December 2021 have both been calculated on the weighted average number of Ordinary Shares in issue during the year of 73,584,938.

6.    Net asset value per Ordinary Share

The NAV of each Share of £2.4029 (as at 31 December 2020: £2.4887) is determined by dividing the net assets of the Company attributed to the Ordinary Shares of £166,541,145 (as at 31 December 2020: £203,124,953) by the number of Ordinary Shares in issue at 31 December 2021 of 69,307,078 (as at 31 December 2020: 81,617,828 Ordinary Shares in issue).

7.    Net changes in fair value on financial assets at fair value through profit or loss

8.    Net changes in fair value on derivative financial instruments at fair value through profit or loss

9.    Other income

10.  Operating expenses

1. Excluded from the Total Expense Ratio (TER) calculation.

11.  Operating segments

Information on realised gains and losses derived from sales of investments is disclosed in Note 7 of the Financial Statements. The Company is domiciled in Guernsey. Substantially all of the Company’s income is from its investment in listed preference shares issued by companies incorporated in South Korea.

The Company is likely to have a high degree of portfolio concentration as South Korean preference shares are concentrated with a small number of issuers.

12.  Financial assets at fair value through profit or loss

Financial assets are valued at the bid-market prices ruling as at the close of business at the Statement of Financial Position date, net of any accrued interest which is included in the Statement of Financial Position as an income related item. The Directors are of the opinion that the bid-market prices are the best estimate of fair value in accordance with the requirements of IFRS 13 ‘Fair Value Measurement’. Movements in fair value are included in the Statement of Comprehensive Income.

13.  Cash and cash equivalents

Cash at bank earns interest at floating rates based on daily bank deposit rates. The carrying value of cash at bank approximates the fair values due to the short term nature.

14.  Margin account

The margin account for 2021 represents a margin deposit of collateral held by Credit Suisse International and Goldman Sachs & Co. LLC in relation to the credit default swaps. The margin account for 2020 represents a margin deposit of collateral held by Credit Suisse International and Credit Suisse Securities (USA) LLC. The carrying value of the margin account approximates the fair values due to the short term nature.

15.  Other receivables

The Directors consider that the carrying amount of receivables approximate their fair value.

Dividend receivable are presented net of withholding tax of £1,094,190 (2020: £1,087,572).

16.  Derivative financial instruments

The following are the composition of the Company’s derivative financial instruments at year end:

The Company purchased certain credit default swaps on the sovereign debt of South Korea and put options on iShares MSCI South Korea as general market and portfolio hedges, but generally did not hedge its exposure to interest rates or foreign currencies during the year ended 31 December 2021 (2020: Nil).

As the Company’s investments are heavily concentrated in South Korean securities, the Company has entered into certain portfolio hedge positions which are intended to provide some level of protection against potential adverse geopolitical and macroeconomic conditions in South Korea. The Company’s purchases of credit default swaps and put options as described in this Note 16 reflect its belief that such securities will provide the foregoing protection without introducing material new risks into the Company’s portfolio.

17.  Other payables

The Directors consider that the carrying amount of payables approximate their fair value.

18.  Share capital

The share capital of the Company consists of an unlimited number of Ordinary Shares of no par value.

The Company has 69,307,078 Ordinary Shares in issue as at 31 December 2021 (as at 31 December 2020: 81,617,828) and 11,437,662 Ordinary Shares held in Treasury as at 31 December 2021 (as at 31 December 2020: Nil).

Ordinary Shares

The Company has a single class of Ordinary Shares, which were issued by means of an initial public offering on 14 May 2013, at 100 pence per Share.

The rights attached to the Ordinary Shares are as follows:

a)   The holders of Ordinary Shares shall confer the right to all dividends in accordance with the Articles of Incorporation of the Company.

b)  The capital and surplus assets of the Company remaining after payment of all creditors shall, on winding-up or on a return (other than by way of purchase or redemption of own Ordinary Shares) be divided amongst the Shareholders on the basis of the capital attributable to the Ordinary Shares at the date of winding up or other return of capital.

c)   Shareholders present in person or by proxy or (being a corporation) present by a duly authorised representative at a general meeting have, on a show of hands, one vote and, on a poll, one vote for every Share.

d)    On 15 March 2021, being 61 days before the Subsequent Realisation Date, the Company published a circular pursuant to the Realisation Opportunity, entitling the Shareholders to serve a written notice during the election period (a “Realisation Election”) requesting that all or a part of their Ordinary Shares be re-designated to Realisation Shares, subject to the aggregate NAV of the continuing Ordinary Shares on the last business day before the Reorganisation Date being not less than £50 million. As Shareholders elected to participate in the Realisation Opportunity, the Company’s portfolio was divided into two pools: the Continuation Pool; and the Realisation Pool.

e)    On 14 May 2021, 11,710,750 Ordinary Shares, which represented 14.5% of the Company’s issued Ordinary Share capital were redesignated as Realisation Shares.

On 23 June 2021, the Company announced that it had made good progress with the sale of assets in the Realisation Pool and would commence with the first compulsory redemption of 8,979,885 Realisation shares representing approximately 76.7%. of Realisation Shares in issue. The First Redemption was effected pro-rata to holdings of Realisation Shares on the register at the close of business on 22 June 2021. The First Redemption price was 278.4 pence per Realisation Share, equivalent to the unaudited Net Asset Value per Realisation Share as at 31 May 2021.

The Company made good progress with the sale of the remaining assets in the Realisation Pool and on 7 September 2021 announced a second compulsory redemption of 2,457,780 Realisation shares representing approximately 90% of Realisation Shares. The Second Redemption was effected in the same manner as the First Redemption at a price of 275.55 pence per Realisation Share, equivalent to the Net Asset Value per Realisation Share as at 31 August 2021, and with a record date of 6 September 2021.

On the 21 December 2022 the Company announced the final compulsory redemption of the final 273,085 Realisation Shares. The Final Redemption price was 266.39 pence per Realisation Share, equivalent to the unaudited Net Asset Value per Realisation Share as at 17 December 2021.

All Realisation Shares that were redeemed have been re-designated as Ordinary Shares and held in Treasury.

Share buyback and cancellation

During the year ended 31 December 2021, the Company purchased 600,000 shares (2020: Nil) of its own Shares at a consideration of £1,719,433 (31 December 2020: £Nil) under its general buyback authority originally granted to the Company in 2014.

The Company has 69,307,078 Ordinary Shares in issue as at 31 December 2021 (as at 31 December 2020: 81,617,828).

At the AGM held on 22 July 2021, Shareholders approved the authority of the Company to buy back up to 40% of the issued Ordinary Shares to facilitate the Company’s discount management. Any Ordinary Shares bought back may be cancelled or held in treasury.

19.  Related party transactions and material agreements

Related party transactions

a)    Directors’ remuneration and expenses

During the year ended 31 December 2021, Directors’ fees of £86,169 (31 December 2020: £81,500) were charged to the Company of which £Nil remained payable at the year-end (as at 31 December 2020: £Nil). For additional information refer to the Directors’ Remuneration Report.

b)    Shares held by related parties

The Directors who held office at 31 December 2021 and up to the date of this Report held the following numbers of Ordinary Shares beneficially:

Gillian Yvonne Morris was appointed to the Board on 13 August 2021. Stephen Coe resigned from the Board on 30 September 2021. There have been no other changes in the interests of the above Directors during the year.

The Investment Manager is principally owned by Dr Andrew Weiss and certain members of the Investment Manager’s senior management team.

On December 23, 2021, Dr. Andrew Weiss, donated 1,170,000 Ordinary shares in the Company to a public charity ‘Donor-Advised Fund’ (“DAF”). While Dr. Weiss will retain influence over the investment direction of his portion of the assets in the DAF, he has relinquished full control over the shares donated to the charity. As at 31 December 2021, Dr Andrew Weiss, his immediate family members, and the DAF held an interest in 6,486,888 Ordinary Shares (as at 31 December 2020: 6,486,888), representing 9.36% (as at 31 December 2020: 7.95%.) of the issued share capital of the Company.

As at 31 December 2021, employees of the Investment Manager, their respective immediate family members or entities controlled by them or their immediate family members held an interest in 2,844,333 Ordinary Shares (as at 31 December 2020: 2,844,333) representing 4.10%. (as at 31 December 2020: 3.48%.) of the issued share capital of the Company.

Material agreements

c)    Investment management fee

The Company’s Investment Manager is Weiss Asset Management LP. In consideration for its services provided by the Investment Manager under the IMA dated 8 May 2013, the Investment Manager is entitled to an annual management fee of 1.5% of the Company’s NAV accrued daily and payable within 14 days after each month end. The Investment Manager is also entitled to reimbursement of certain expenses incurred by it in connection with its duties.

The IMA will continue in force until terminated by the Investment Manager or the Company, giving to the other party thereto not less than 12 months’ notice in writing.

For the year ended 31 December 2021, investment management fees and charges of £2,933,140 (for the year ended 31 December 2020: £2,144,761) were charged to the Company and £214,941 (as at 31 December 2020: £456,843) remained payable at the year-end.

20. Financial risk management

The Company’s objective in managing risk is the creation and protection of Shareholder value. Risk is inherent in the Company’s activities, but it is managed through an on-going process of identification, measurement, and monitoring.

The main risks arising from the Company’s financial instruments are market risk, foreign currency risk, interest rate risk, credit risk, and liquidity risk. The techniques and instruments utilised for the purposes of efficient portfolio management are those which are reasonably believed by the Board to be economically appropriate to the efficient management of the Company.

Operational Risks

The Company is exposed to the risk arising from any failures of systems and controls in the operations of the Investment Manager, Administrator, and the Custodian. The Board and its Committees regularly review reports from the Investment Manager and the Administrator on their internal controls. The Administrator will report to the Investment Manager any valuation issues which will be brought to the Board for final approval as required.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company’s activities expose it primarily to the market risks of changes in market prices, interest rates, and foreign currency exchange rates. The Company’s investments are heavily concentrated in South Korean securities. As the Company’s investments are heavily concentrated in South Korean securities, the Company has entered into certain portfolio hedge positions which are intended to provide some level of protection against potential adverse geopolitical and macroeconomic conditions in South Korea.

Market price risk

The Company’s NAV is sensitive to movements in market prices. As at 31 December 2021, if market prices had been 5% higher or 5% lower with all other variables held constant, then the increase/decrease in NAV would have been £7,980,705 (as at 31 December 2020: £9,652,945). Actual trading results may differ from the above sensitivity analysis and those differences may be material.

Were there to be a major change in the political or economic environment in South Korea, the movement in market prices may be significantly and materially higher than the above. Refer to the Investment Manager’s Report for a discussion of potential political and economic changes.

Foreign currency risk

Foreign currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.

The Company does not hedge its exposure to foreign currency (predominantly Korean won (KRW)) and NAV per Share will fluctuate with movements in foreign exchange rates.

As at 31 December 2021, the Company held the following assets and liabilities in foreign currencies:

Amounts in the above table are based on the carrying value of monetary assets and liabilities.

The table below summarises the sensitivity of the Company’s monetary and non-monetary assets and liabilities to changes in foreign exchange movements at 31 December 2021.

Interest rate risk

The Company holds limited cash and margin balances in interest-bearing accounts of £4,472,658 as at 31 December 2021 (as at 31 December 2020: £8,068,837) and does not invest in interest-bearing securities and instruments. Accordingly, interest rate risk is considered very low.

The tables below summarise the Company’s exposure to interest rate risk as of 31 December 2021:

The table below summarises the Company’s exposure to interest rate risk as of 31 December 2020:

Credit risk

Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company. Credit risk is limited to the carrying value of financial assets at 31 December 2021 as follows:

The main concentration of credit risk to which the Company is exposed arises from the Company’s investments in listed preference shares issued by companies incorporated in South Korea, which in most cases trade at a discount to the corresponding common shares of the same companies. There is also counterparty risk on these instruments as they are held with Northern Trust (Guernsey) Limited as custodian to the Fund. Credit risk also arises from the other receivables which represent dividends receivable on some of these equity investments.

The Company is also exposed to counterparty credit risk on credit default swaps, options, cash and cash equivalents, amounts due from brokers and other receivable balances. The credit risk from cash and cash equivalents is managed as cash is placed within a margin account held with Goldman Sachs & Co.LLC a wholly-owned

subsidiary of The Goldman Sachs Group, Inc.

Other cash and cash equivalents are held with Northern Trust (Guernsey) Limited which is a wholly owned subsidiary of The Northern Trust Corporation (“TNTC”). TNTC is publicly traded and a constituent of the S&P 500. Due from broker amounts relate to trades awaiting settlement.

All transactions in listed securities are settled/paid for upon delivery using approved brokers. Given the relatively short settlement period, and the high credit quality of the brokers used, the risk here is considered to be minimal. The Company’s policy is to minimise its exposure to counterparties with perceived higher risk of default by dealing with counterparties with a high credit rating as shown in the table above.

Liquidity risk

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous. The Company’s investments are relatively liquid and the Company holds sufficient cash balances (or liquid investments) to meet its obligations as they fall due. The Board reviews its resources and obligations on a regular basis to ensure sufficient liquid assets are held. Further details relating to the Board assessment of liquidity risk relating to the upcoming Realisation Opportunity is included in note 2c.

As at 31 December 2021, the Company had no significant financial liabilities other than payables arising directly from investing activity:

Capital risk management

The Company’s objective when managing capital is to maintain an optimal capital structure in order to reduce the cost of capital. The Company may borrow capital, but as at 31 December 2021 there were no borrowings (as at 31 December 2020: £Nil). The Board considers the below gearing ratio to be adequate, since total borrowings refer only to amounts due to brokers, derivative liabilities, and other payables.

The gearing ratio below is calculated as total liabilities divided by total equity.

Share buybacks

The Directors have general Shareholder authority to purchase in the market up to 40%. of the Ordinary Shares in issue from time to time following Admission. The Directors intend to seek annual renewal of this authority from Shareholders at each general meeting of the Company.

Pursuant to this authority, and subject to Guernsey law and discretion of the Directors, the Company may repurchase Ordinary Shares in the market on an on-going basis at a discount to NAV with a view to increasing the NAV per Ordinary Share and assisting in controlling the discount to NAV per Ordinary Share in relation to the price at which such Ordinary Shares may be trading.

Purchases by the Company will be made only at prices below the estimated prevailing NAV per Ordinary Share based on the last published NAV but taking account of movements in investments, stock markets, and currencies, in consultation with the Investment Manager and at prices where the Directors believe such purchases will result in an increase in the NAV per Ordinary Share of the remaining Ordinary Shares.

The Directors will consider repurchasing Ordinary Shares when the price per Ordinary Share plus the pro forma cost to the Company per Share repurchased is less than 95%. of the NAV per Ordinary Share. The pro forma cost per Share should include any brokerage commission payable and costs of realising portfolio securities to fund the purchase. The Directors may, at their discretion, also consider repurchasing Ordinary Shares at a smaller discount to NAV per Ordinary Share, provided that such purchase would be accretive to NAV per Ordinary Share for any continuing Shareholders.

Realisation Opportunity

On 15 March 2021, the Company announced that pursuant to the Realisation Opportunity, Shareholders who were on the register as at the record could elect, during the Election Period, to redesignate all or part (provided that such part be rounded up to the nearest whole Ordinary Share) of their Ordinary Shares as Realisation Shares, subject to the aggregate NAV of the continuing Ordinary Shares at the close of business on the last Business Day before the Realisation Date being not less than £50 million. The Ordinary Shares held by the Shareholders who elected for Realisation, were redesignated as Realisation Shares and the Portfolio was split into two separate and distinct Pools, namely the Continuation Pool (comprising the assets attributable to the continuing Ordinary Shares) and the Realisation Pool (comprising the assets attributable to the Realisation Shares).

With effect from the Realisation Date, the assets in the Realisation Pool were managed in accordance with an orderly realisation programme with the aim of making progressive returns of cash, as soon as practicable, to those Shareholders who elected to receive Realisation Shares. Ordinary Shares held by Shareholders who did not submit a valid and complete election in accordance with the Articles during the Election Period remained as Ordinary Shares.

The creation and subsequent redemption of the Realisation Shares resulted in the redemption of 11,710,750 Shares at a value of £32,417,756.

Unless it has already been determined that the Company will be wound-up, every two years after the Realisation Date, the Directors will propose further realisation opportunities for Shareholders who have not previously elected to realise their Ordinary Shares using a similar mechanism to that described above.

If the weighted average discount on the Portfolio is less than 25% over any 90-day period, then the Directors shall propose an ordinary resolution for the winding up of the Company. If one or more Realisation Elections are duly made and the NAV of the continuing Ordinary Shares at the close of business on the last Business Day before the Reorganisation Date is less than £50 million, the Directors may propose an ordinary resolution for the winding up of the Company and may pursue a liquidation of the Company instead of splitting the Portfolio into the Continuation Pool and the Realisation Pool.

21. Fair value measurement

IFRS 13 ‘Fair Value Measurement’ requires the Company to establish a fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy under IFRS 13 ‘Fair Value Measurement’ are set as follows:

·      Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities;

·      Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (that is, as prices) or indirectly (that is, derived from prices); and

·      Level 3 Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety.

If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes ‘observable’ requires significant judgement by the Company. The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The Company recognises transfers between levels of the fair value hierarchy as of the end of the reporting year during which the transfers have occurred. During the year ended 31 December 2021, financial assets of £Nil were transferred from Level 1 to Level 2 (for the year ended 31 December 2020: £Nil).

Investments whose values are based on quoted market prices in active markets, and are therefore classified within Level 1, include Korean preference shares and exchange traded options.

The Company holds investments in derivative financial instruments which are classified as Level 2 within the fair value hierarchy. These consist of credit default swaps with a fair value of (£984,227) (as at 31 December 2020: (£1,588,314)). The Company also holds investments in derivative financial instruments which are classified as Level 1 within the fair value hierarchy. These consist of options with a fair value of £221,639 (as at 31 December 2020: £62,951).

The fair value of credit default swaps is determined by estimating future default probabilities using market standard models. The principal input into the model is the credit curve. Credit spreads are observed directly from broker data or third party vendors. The significant model inputs are observable in the marketplace or set in the contract.

The following tables presents the Company’s financial assets and liabilities by level within the valuation hierarchy as of 31 December 2021:

Cash and cash equivalents include cash in hand and deposits held with banks.

Amounts due to brokers and other payables represent the contractual amounts and obligations due by the Company for settlement of trades and expenses. Amounts due from brokers and other receivables represent the contractual amounts and rights due to the Company for settlement of trades and income.

22. NAV reconciliation

The Company announces its NAV to the LSE after each weekly and month end valuation point. The following is a reconciliation of the NAV per Share attributable to participating Shareholders as presented in these Financial Statements, using IFRS to the NAV per Share reported to the LSE:

The published NAV per Share of £2.3470 (as at 31 December 2020: £2.4415) is different from the accounting NAV per Share of £2.4030 (as at 31 December 2020: £2.4887) due to the adjustments noted above.

23. Subsequent events

These Financial Statements were approved for issuance by the Board on 28 April 2022. Subsequent events have been evaluated until this date.

The Board has agreed to increase Directors’ fees effective 1 January 2022 to £35,000 payable to Mr Crighton as Chairman of the Board, £32,500 to Mrs Morris as Chairman of the Audit Committee, and £30,000 to Mr King.

On 7 January 2022, the remaining 273,088 Realisation Shares were re-designated as Ordinary Shares and held in Treasury.

From 4 April 2022, the frequency of the NAV announcements will change from being published weekly and at the month end to being published daily on business days (in London).

At the time of signing these Financial Statements, there is an increased level of global uncertainty associated with the conflict in Ukraine. The long-term impacts of the Ukraine conflict are not yet known but are likely to result in increased market and economic volatility, which may in turn have an impact on the Company.

Shareholder Information

AIFMD Disclosures

The Company's Alternative Investment Fund Manager is Weiss Asset Management LP (the "AIFM").

Under the Alternative Investment Fund Managers Regulations 2013 (the “UK AIFM Regulations”) and the FCA’s Investment Funds sourcebook (“FUND”), the Company is a non-UK Alternative Investment Fund (“AIF”) and the AIFM is an “above-threshold non-UK AIFM”.

Accordingly, the AIFM has obligations pursuant to the UK AIFM Regulations and FUND to make certain disclosures to investors before they invest in the Company. These are set out in the AIFM’s Supplemental Disclosure to the Admission Document dated May 2013 which can be found on the Company’s website www.weisskoreaopportunityfund.com. The AIFM confirms that, apart from changes to the latest net asset value of the Company, there have been no material changes to this information in the year ended 31 December 2021.

The AIFM is also required to make certain disclosures as to the remuneration it pays to its employees. The portion of the total amount of remuneration paid by the AIFM to its 83 employees attributable to the Company for the financial year ended 31 December 2021 was £562,911, consisting of £279,266 fixed and £283,645 variable remuneration. The aggregate amount of remuneration for the 8 employees and/or members constituting senior management and those employees whose actions have a material impact on the risk profile of the Company was £336,382.

Realisation Opportunity

In accordance with the Company’s Articles of Incorporation and its Admission Document, the Company offers all Shareholders the right to elect to realise some or all of the value of their Ordinary Shares (the “Realisation Opportunity”), less applicable costs and expenses, on or prior to the fourth anniversary of Company’s admission to AIM and, unless it has already been determined that the Company be wound-up, every two years thereafter, the most recent being 14 May 2021 (the “Realisation Date”).

On 15 March 2021, the Company announced that pursuant to the Realisation Opportunity, Shareholders who were on the register as at the record date, 19 March 2021, could elect, during the Election Period, to redesignate all or part of their Ordinary Shares as Realisation Shares (provided that any part is rounded up to the nearest whole Ordinary Share). The Election Period commenced on 14 April 2021 and closed on 7 May 2021. Elections were received from shareholders totalling of 11,710,750 Ordinary Shares, representing 14.5% of the Company’s issued share capital.

Following the Realisation Date, the Ordinary Shares held by the Shareholders who elected for Realisation were redesignated as Realisation Shares and the Portfolio was split into two separate and distinct Pools, namely the Continuation Pool (comprising the assets attributable to the continuing Ordinary Shares) and the Realisation Pool (comprising the assets attributable to the Realisation Shares).

On 23 June 2021, the Company announced that it had made good progress with the sale of assets in the Realisation Pool and would commence with the first compulsory redemption of Realisation shares representing approximately 76.7%. of Realisation Shares in issue (the “First Redemption”). The First Redemption was effected pro-rata to holdings of Realisation Shares on the register at the close of business on 22 June 2021. The First Redemption price was 278.4 pence per Realisation Share, equivalent to the unaudited Net Asset Value per Realisation Share as at 31 May 2021.

The Company made good progress with the sale of the remaining assets in the Realisation Pool and on 7 September 2021 announced a second compulsory redemption of Realisation Shares representing approximately 90% of Realisation Shares (the “Second Redemption”). The Second Redemption was effected in the same manner as the First Redemption at a price of 275.55 pence per Realisation Share, equivalent to the Net Asset Value per Realisation Share as at 31 August 2021, and with a record date of 6 September 2021.

On 21 December 2021 the Company announced the final compulsory redemption of all Realisation Shares (the “Final Redemption”). The Final Redemption price was 266.39 pence per Realisation Share, equivalent to the unaudited Net Asset Value per Realisation Share as at 17 December 2021.

Share Buybacks

In addition to the Realisation Opportunity, the Company has authority to repurchase on the open market up to 40% of its outstanding Ordinary Shares. During the year ended 31 December 2021, the Company purchased 600,000 shares (2020: Nil) of its own Shares at a consideration of £1,719,433 (31 December 2020: £Nil) under its general buyback authority. For additional information on Share Buybacks refer to Note 18.

Net Asset Value

Northern Trust International Fund Administration Services (Guernsey) Limited (the “Administrator”) is responsible for calculating the Net Asset Value (“NAV”) per Share of the Company. Since 4 April 2022, the unaudited NAV per Ordinary Share is calculated on a daily basis and at the month end by the Administrator, and is announced by a Regulatory News Service and is available through the Company’s website www.weisskoreaopportunityfund.com.

Endnotes

Endnotes

1,2,3 The NAV published in this annual report and audited financial statement will include dividends receivable as part of the NAV. Please refer to the Admission Document for more information regarding the announcement and payment of Korean dividends.

4,7,30,31,32,36 For WKOF, this return includes all dividends paid to WKOF’s Shareholders and assumes that these dividends were reinvested in WKOF’s Shares at the next date for which WKOF reports a NAV, at the NAV for that date. MSCI total return indices are calculated as if any dividends paid by constituents are reinvested at their respective closing prices on the ex date of the distribution. iShares MSCI Korea UCITS ETF also assumes reinvestment of dividends.

5 Since inception of Weiss Korea Opportunity Fund on 14 May 2013. The WKOF return since inception is calculated on the basis of the Net Asset Value per Ordinary Share and not on the price of WKOF shares on AIM. The value of WKOF NAV per share performance since inception represents a total return, inclusive of all dividends paid to WKOF shareholders since inception. The NAV per share may differ from the price at which shares of WKOF may be purchased or sold on AIM, and performance of NAV per share during any specific period may therefore not be reflective of the returns an investor would receive by investing in shares of WKOF during such period. For WKOF, this return includes all dividends paid to WKOF’s Shareholders and assumes that these dividends were reinvested in WKOF’s Shares at the next date for which WKOF reports a NAV, at the NAV for that date.

6,37 MSCI Korea 25/50 Net Total Return Index denominated in GBP. MSCI total return indices are calculated as if any dividends paid by constituents are reinvested at their respective closing prices on the ex-date of the distribution.

8 If the share price of an investment company is lower than the NAV per share, the shares are said to be trading at a discount. The size of the discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, the shares are said to be trading at a premium.

9 Calculated as the dividend per share over the last 12-months divided by the share price as of the date of this report.

10,48 The Average Trailing 12-Month P/E Ratio of Preference Shares Held is based on the consolidated diluted earnings per share over the trailing 12- month period as reported by Bloomberg, and is calculated as the total market value of WKOF’s preference share portfolio on the report date divided by the total earnings allocable to WKOF based on WKOF’s holdings on the report date. Investments with negative reported earnings are excluded.

11,49 P/B Ratio of Preference Shares Held is calculated as the weighted average price to book ratio of all preference shares held at 31 December 2021.

12 The annualised total expense ratio includes charges paid to the Investment Manager and other expenses divided by the average NAV for the year. See Note 10 for details of such expenses.

13 Bloomberg; Data as of 31 December 2021

14 Hyundai Motor Company. “Hyundai Motor Reports 2021 Global Sales and 2022 Goals.” HYUNDAI MOTORS, Hyundai Motor Company, 3 Jan. 2022, https://www.hyundai.com/worldwide/en/company/newsroom/hyundai-motor-reports-2021-global-sales-and-2022-goals-0000016776.

15 Carlier, Mathilde. “Automobile Market Share Worldwide 2018.” Statista, 8 Apr. 2022, https://www.statista.com/statistics/316786/global-market-share-of-the-leading-automakers/.

16 “Company Information.” LG Chem, https://www.lgchem.com/company/company-information/about.

17 Ulrich, Lawrence. “The Top 10 EV Battery Makers.” IEEE Spectrum, IEEE Spectrum, 31 Aug. 2021, https://spectrum.ieee.org/the-top-10-ev-battery-makers.

18 “About Us.” Amorepacific, https://www.apgroup.com/int/en/about-us/about-us.html.

19 “Samsung Tops Global TV Market for 16th Straight Year.” FlatpanelsHD, https://www.flatpanelshd.com/news.php?subaction=showfull&id=1645428019#:~:text=Samsung%20topped%20the%20global%20TV,according%20to%20analyst%20firm%20Omdia.

20 “LG.” LG USA, https://www.lg.com/us.

21 SK Chemicals, https://www.skchemicals.com/en/products/GC_brand.aspx.

22 “Respiratory System.” SK Chemicals, https://www.skchemicals.com/en/ls/product_list.aspx?category=ETC&subclass=Respiratory+system.

23 “Hanwha.” Hanwha.com, https://www.hanwha.com/en.html.

24 Overview.” Solus Advanced Materials, https://www.solusadvancedmaterials.com/en/intro/intro/.

25 Korea’s Solus Supplies Battery Copper Foil to Tesla.” KED Global, KED Global, 16 Feb. 2022, https://www.kedglobal.com/[exclusive]-battery-materials/newsView/ked202202160014.

26 “Business Overview.” Cj Cheiljedang, https://www.cj.co.kr/en/about/business/overview.

27 “Korea’s 5 Top Brokerages to Join near $1 Bn Pretax Income Club This Year.” Pulse, https://pulsenews.co.kr/view.php?sc=30800028&year=2021&no=965468.

28 Williams, Jane. “LG Household to Buy Coca-Cola Amatil Korea Unit.” Reuters, Thomson Reuters, 6 July 2007, https://www.reuters.com/article/us-amatil-korea/lg-household-to-buy-coca-cola-amatil-korea-unit-idUSSEO7736020070706.

29 Please see page 66 for the Statement of Financial Position

33 https://www.cnbc.com/2022/01/25/south-koreas-gdp-growth-hit-11-year-high-in-2021-as-exports-boom.html#:~:text=South%20Korea’s%20economy%20expanded%20at,as%20demand%20for%20exports%20soared.

34 On 24 July 2021 the Company had 69,307,078 share outstanding

35 https://www.cnbc.com/2022/01/25/south-koreas-gdp-growth-hit-11-year-high-in-2021-as-exports-boom.html#:~:text=South%20Korea’s%20economy%20expanded%20at,as%20demand%20for%20exports%20soared.

38 Performance of “Common Share Selection Excess Return” is calculated as the return of a portfolio of common shares issued by the same issuers as the preference shares WKOF has owned, as if a hypothetical investor bought or sold an equal quantity of those common shares on the same days that WKOF purchased or sold its preference share investments.

39 South Korea Imports by Country”, https://tradingeconomics.com/south-korea/imports-by-country

40 South Korea Imports by Country”, https://tradingeconomics.com/south-korea/imports-by-country

41 2021 (annual, December) Import and Export Trends, Ministry of Trade Industry and Energy

42 International Monetary Fund. https://www.imf.org/external/datamapper/NGDPD@WEO/OEMDC/ADVEC/WEOWORLD

43 2021 (annual, December) Import and Export Trends, Ministry of Trade Industry and Energy

44 Bloomberg. KRW-USD X-rate Currency.

45 https://www.korea.kr/news/policyNewsView.do?newsId=148898686

46 “South Korea’s Inflation Stays High, Bolstering Case for Rate Hike.” MarketWatch, MarketWatch, 4 Feb. 2022, https://www.marketwatch.com/story/south-korea-inflation-stays-high-bolstering-rate-hike-case-update-271643935004.

47 “Bok Restores Interest Rates to Pre-Pandemic Level.” KED Global, KED Global, 14 Jan. 2022, https://www.kedglobal.com/central_banking/newsView/ked202201140015.

50 Activist Insights. https://www.activistinsight.com/

51 Activist Insights. https://www.activistinsight.com/

52 Bloomberg, National Pension Service as of 31 December 2021

53 Borgen, J & McCurry, J (2022, March 10). ‘Serious Escalation’: US Believes North Korea Testing Intercontinental Missile. The Guardian. https://www.theguardian.com/world/2022/mar/10/us-north-korea-icbm-missile-serious-escalation

54 Kim, H (2022, March 11). US rolls out more sanctions after North Korea missile tests. The Associated Press. https://apnews.com/article/space-launches-technology-business-united-nations-north-korea-b70d8af96336ee0b19fcde6ced5faa83

55 The portfolio discount represents the discount of WKOF’s actual net asset value (“NAV”) to the value of what the NAV would be if WKOF held the respective common shares of issuers rather than preference shares on a one-to-one basis.

56 Portfolio turnover is calculated as: (Purchase of Investments + Sale of Investments) / (2 * Average monthly NAV). The portfolio turnover ratio may be higher than normal due to purchase and sale of investments related to the Realisation Opportunity. See Note 12 for detail.

57,58 iShares MSCI South Korea ETF, U.S. ticker EWY