=========================== OMB APPROVAL OMB Number: 3235-0570 Expires: August 31, 2006 Estimated average burden hours per response: 5.0 =========================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-05617 TAIWAN GREATER CHINA FUND (Exact name of registrant as specified in charter) Bank Tower, 10th Floor 205 Tun Hwa North Road Taipei, Taiwan 105 Republic of China (Address of principal executive offices) (Zip code) Citigate Financial Intelligence 111 River Street, Suite 1001 Hoboken, New Jersey 07030 (Name and address of agent for service) Registrant's telephone number, including area code: 1-800-343-9567 Date of fiscal year end: DECEMBER 31, 2003 Date of reporting period: DECEMBER 31, 2003 ITEM 1. REPORTS TO STOCKHOLDERS. TAIWAN GREATER CHINA FUND www.roctaiwanfund.com MANAGER: International Investment Trust Company Limited 17th Floor 167 Fuhsing North Road Taipei, Taiwan, Republic of China Telephone: 886-2-2713-7702 Fax: 886-2-2717-3077 OFFICERS AND TRUSTEES: Chi-Chu Chen, Chairman and Trustee Michael Ding, President, Chief Executive Officer and TAIWAN Trustee GREATER Edward B. Collins, Trustee and Audit Committee CHINA FUND Member Alex Hammond-Chambers, Trustee and Audit Committee Member ANNUAL REPORT David N. Laux, Trustee and Audit Committee Member DECEMBER 31, 2003 Robert P. Parker, Trustee and Audit Committee Member Cheng-Cheng Tung, Trustee Peggy Chen, Chief Financial Officer, Treasurer and Secretary CUSTODIAN: Central Trust of China 49 Wuchang Street, Sec. 1 Taipei, Taiwan Republic of China TRANSFER AGENT, PAYING AND PLAN AGENT: Equiserve Trust Company, NA P.O. Box 43011 Providence, RI 02940-3011 U.S.A. Telephone: 1-800-426-5523 U.S. ADMINISTRATOR: Citigate Financial Intelligence 111 River Street, Suite 1001 Hoboken, NJ 07030 U.S.A. Telephone: (201) 499-3500 U.S. LEGAL COUNSEL: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 Telephone: (212) 373-3000 For information on the Fund, including the NAV, please call toll free 1-800-343-9567. ------------------------------------------------------------------------------------------------------------------------------ DEAR STOCKHOLDERS ------------------------------------------------------------------------------------------------------------------------------ The Fund's net asset value per share (NAV) gained 18.8% in Official U.S. data served to confirm the earlier signals: 2003 after adjustment for dividends, compared to the 32.3% second quarter growth in business spending on equipment and rise in the Taiwan Stock Exchange Index (TAIEX). During the software rose to a three-year high and third quarter overall year the New Taiwan dollar appreciated 2.3% against the U.S. economic growth soared to 8.2%. dollar. Fueled by strong foreign demand, Taiwan's economy came The Taiwan market proved resilient in 2003, bouncing back quickly back to health after suffering from the bout of SARS with a strong recovery after suffering the effects of war in the second quarter. Merchandise exports, equivalent to and disease in the early months. The year actually began on roughly half of gross national product, increased 10% in a high note with a double-digit gain of the TAIEX in 2003. This was primarily due to a 22% rise in shipments to January. This rise was kick-started by a U.S. stock rally. A China (including Hong Kong), which accounted for 35% of wave of liquidity also supported the market as certain total exports. The recovery of domestic demand was slower interest rates hit record lows while companies were paying and less robust. Private investment started to accelerate out bonuses before Chinese New Year in late January. near yearend as indicated by more than 20% growth in imports of capital goods in November and December compared to the The initial optimism turned to despair over the next three same period in 2002. We estimate that the economy expanded months, however. The increasing likelihood of armed conflict about 3.1% last year and are forecasting 4.7% growth in in Iraq damped investor enthusiasm as war jitters pushed 2004. crude oil prices to a 12-year high. Investor confidence plunged further after the outbreak of severe acute The TAIEX climbed 48% from late April to the year's high in respiratory syndrome (SARS) and its spread through a series early November and then dropped slightly from that point to of cluster infections in hospitals. Largely as a result of close out 2003. For most of the year the market received the epidemic, Taiwan's economy suffered a small contraction strong support from foreign institutional investors. Their in the second quarter (compared to the year earlier period). net purchases of Taiwan stocks totaled about $16 billion. And the stock market declined almost 18% from the end of January to the year's low in late April. A wide range of Taiwan's technology companies reaped the benefits of the U.S. recovery. China's economic boom, only As efforts to contain the disease proved successful, temporarily slowed by SARS, also continued to drive export investor attention was increasingly drawn to signs of an growth on a broad front. Quarterly results of Taiwan's American economic rebound after the quick end to war in Iraq contract manufacturers of semiconductors and major notebook and improving fundamentals of many of Taiwan's technology computer makers often exceeded market expectations. By July companies. The momentum built on both these fronts in the prices of the most widely used memory chips rose above the remaining months of 2003. Most measures of U.S. break-even level and remained in profitable territory until manufacturing and services industries indicated a pick-up in the end of the year. In the electronics components industry, business conditions before mid-year. The ensuing rally on Taiwan's largest flat-panel display maker quadrupled its Wall Street helped lift markets in many export-driven economies of Asia. 1 annual earnings estimate in the summer after second-quarter Upon conversion I will be stepping down from my positions at profits surpassed the previous full-year forecast. In the Fund and would like to take this opportunity to thank November and December every major flat-panel display the many investors who have supported the Fund during my producer raised annual earnings forecasts. Meanwhile, many tenure. Steven R. Champion, who will be the new president traditional producers in such industries as steel and and portfolio manager, is well-known and highly respected in petrochemicals enjoyed solid growth largely as a result of the international investment community. Mr. Champion surging demand from China. previously managed the Fund from 1987-92. I am confident he will provide able leadership and wish him every success. The dividend notification letter sent out to shareholders on January 19 included a reminder of important recent developments involving the Fund. Following a December Respectfully submitted, decision of your Trustees, the Fund's name has been changed to Taiwan Greater China Fund to reflect the investment strategy of concentrating on Taiwan listed companies whose /s/ Michael Ding business is becoming increasingly integrated with the economy of China. The Fund is also converting to internal Michael Ding management. President January 20, 2004 2 ---------------------------------------------------------------------------------------------------------------------------- PORTFOLIO HIGHLIGHTS YEAR ENDED DECEMBER 31, 2003 ---------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------- ----------------------------------------------------------- TEN LARGEST HOLDINGS INDUSTRY DIVERSIFICATION ----------------------------------------------------------- ----------------------------------------------------------- Percent of Percent of Company Net Assets Company Net Assets ----------------------------------------------- ---------- ----------------------------------------------- ---------- Taiwan Semiconductor Manufacturing Co., Ltd. 6.13% Electronics 17.90% Pihsiang Machinery Manufacturing Co., Ltd. 5.80 Plastics 12.82 Taiwan Styrene Monomer Corp. 5.79 Semiconductors 12.80 China Steel Chemical Corp. 5.01 Chemicals 10.81 Yulon Motor Co., Ltd. 4.42 Computers & Office Equipment 7.47 MediaTek Inc. 4.23 Banking 7.31 Quanta Computer Inc. 4.19 Automobile 4.42 Formosa Chemicals & Fiber Corp. 4.10 Retailing 3.59 Synnex Technology International Corp. 3.59 Telephone Services 3.46 Chunghwa Telecom Co., Ltd. 3.46 Steel & Other Metals 3.36 3 [This page intentionally left blank.] ----------------------------------------------------------------------------------------------------- TAIWAN GREATER CHINA FUND CONSOLIDATED SCHEDULE OF INVESTMENTS / DECEMBER 31, 2003 ----------------------------------------------------------------------------------------------------- COMMON STOCKS--97.57% % of Market Value Automobile-- 4.42% Net Assets U.S. Dollars ----------------------------------------------------------------------------------------------------- 6,193,004 shs. Yulon Motor Co., Ltd............................. 4.42 $ 7,418,190 ------------ 7,418,190 Banking -- 7.31% ----------------------------------------------------------------------------------------------------- 4,000,000 Bank of Kaohsiung Co., Ltd....................... 1.27 2,130,790 4,768,860 Fubon Financial Holding Co., Ltd................. 2.72 4,561,421 5,550,000 Chinatrust Financial Holding Company Ltd......... 3.32 5,569,928 ------------ 12,262,139 Other Financials -- 2.25% ----------------------------------------------------------------------------------------------------- 6,314,995 Yuan Ta Securities Co., Ltd...................... 2.25 3,772,865 ------------ 3,772,865 Chemicals-- 10.81% ----------------------------------------------------------------------------------------------------- 2,800,657 Pihsiang Machinery Manufacturing Co., Ltd........ 5.80 9,726,221 6,600,000 China Steel Chemical Corp........................ 5.01 8,410,736 ------------ 18,136,957 Computers & Office Equipment-- 7.47% ----------------------------------------------------------------------------------------------------- 4,560,000 BenQ Corp........................................ 3.28 5,502,384 2,860,000 Quanta Computer Inc.............................. 4.19 7,028,371 ------------ 12,530,755 Electrical & Machinery-- 1.72% ----------------------------------------------------------------------------------------------------- 3,214,809 China Metal Products Co., Ltd.................... 1.72 2,885,740 ------------ 2,885,740 Electronics-- 17.90% ----------------------------------------------------------------------------------------------------- 6,700,000 * CMC Magnetics Corp............................. 3.09 5,186,003 580,000 Chicony Electronics Co., Ltd................... 0.69 1,169,286 2,000,000 Everlight Electronics Co., Ltd................. 2.16 3,619,989 2,240,000 Transcend Information Inc...................... 2.85 4,779,563 5,000,000 * Action Electronics Co., Ltd.................... 3.25 5,459,415 1,800,000 * Wistron Corp................................... 0.86 1,446,230 4,000,000 * Sercomm Corp................................... 2.36 3,967,273 2,000,000 * Power Quotient International Co., Ltd.......... 1.41 2,360,351 1,300,000 I-Sheng Electric Wire & Cable Co., Ltd......... 1.23 2,066,043 ------------ 30,054,153 Plastics-- 12.82% ----------------------------------------------------------------------------------------------------- 2,978,152 Formosa Plastics Corp............................ 2.93 4,908,368 10,000,000 Taiwan Styrene Monomer Corp...................... 5.79 9,712,167 4,104,000 Formosa Chemicals & Fiber Corp................... 4.10 6,884,690 ------------ 21,505,225 Retailing-- 3.59% ----------------------------------------------------------------------------------------------------- 4,445,842 Synnex Technology International Corp............. 3.59 6,018,857 ------------ 6,018,857 See accompanying notes to consolidated financial statements. 5 Schedule of Investments (Cont'd.) % of Market Value Semiconductors-- 12.80% Net Assets (U.S. Dollars) ----------------------------------------------------------------------------------------------------- 5,500,000 shs.* Taiwan Semiconductor Manufacturing Co., Ltd...... 6.13 $ 10,278,710 756,756 MediaTek Inc..................................... 4.23 7,104,749 2,400,000 Sonix Technology Co., Ltd........................ 2.44 4,096,768 ------------ 21,480,227 Steel & Other Metals-- 3.36% ----------------------------------------------------------------------------------------------------- 6,795,097 China Steel Corp................................. 3.36 5,639,583 ------------ 5,639,583 Telephone Services-- 3.46% ----------------------------------------------------------------------------------------------------- 4,000,000 Chunghwa Telecom Co., Ltd........................ 3.46 5,803,755 ------------ 5,803,755 Transportation-- 2.41% ----------------------------------------------------------------------------------------------------- 9,350,000 * China Airlines Ltd............................... 2.41 4,045,117 ------------ 4,045,117 Others-- 7.25% ----------------------------------------------------------------------------------------------------- 3,700,000 Great China Metal Industry Co., Ltd.............. 1.12 1,883,866 2,496,000 Taiwan Secom Co., Ltd............................ 1.40 2,343,351 2,300,000 Giant Manufacturing Co., Ltd..................... 1.66 2,788,863 1,200,000 CTCI Corp........................................ 0.58 971,217 5,726,400 Taiwan Paiho Ltd................................. 2.49 4,179,608 ------------ 12,166,905 TOTAL COMMON STOCKS (COST $148,340,319)............................ $163,720,468 ============ * Non-income producing: these stocks did not pay a cash dividend during the year. See accompanying notes to consolidated financial statements. 6 ----------------------------------------------------------------------------------------------------- TAIWAN GREATER CHINA FUND CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED) / DECEMBER 31, 2003 ----------------------------------------------------------------------------------------------------- SHORT-TERM INVESTMENTS--2.63% % of Market Value Commercial Paper - 2.63% Net Assets (U.S. Dollars) ----------------------------------------------------------------------------------------------------- Principal Amount Issuer (Guarantor) ---------------- ------------------ 1,471,540 KGI Securities Co., Ltd. (Chiao Tung Bank), 0.925%, Due 01/06/04............................. 0.88 $ 1,471,353 1,471,540 Premier Microelectronics Corp. (Chiao Tung Bank), 0.9%, Due 01/09/04............................... 0.88 1,471,250 1,471,540 Central Motor Company Ltd. (China Development Industrial Bank), 0.95%, Due 01/12/04............................... 0.87 1,471,119 ------------ TOTAL SHORT-TERM INVESTMENTS (AMORTIZED COST $4,413,722)................ 4,413,722 TOTAL INVESTMENTS IN SECURITIES AT MARKET VALUE (COST $152,754,041).................................. 100.20 168,134,190 OTHER ASSETS (LESS LIABILITIES)......................................... (0.20) (333,564) ------------ NET ASSETS.............................................................. 100.00 $167,800,626 ====== ============ See accompanying notes to consolidated financial statements. 7 ----------------------------------------------------------------------------------------------------- TAIWAN GREATER CHINA FUND CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2003 (EXPRESSED IN U.S. DOLLARS) ----------------------------------------------------------------------------------------------------- ASSESTS Investments in securities at market value (Notes 2B, 3 and 6): Common stocks (cost-- $148,340,319) ............................................... $ 163,720,468 Short-term investments (amortized cost-- $4,413,722) .............................. 4,413,722 ------------- Total investments in securities at market value (cost-- $152,754,041) .......... 168,134,190 Cash ................................................................................ 1,941,184 Prepaid expenses .................................................................... 65,056 Other receivables ................................................................... 1,188 ------------- Total assets ................................................................... 170,141,618 ------------- LIABILITIES Dividends payables (note 2F) ........................................................ 1,961,939 Management fee payable (Note 4) ..................................................... 192,851 Custodian fee payable (Note 5) ...................................................... 21,428 Professional fees payable ........................................................... 149,544 Accrued Republic of China taxes (Note 2G) ........................................... 1,996 Other payables ...................................................................... 13,234 ------------- Total liabilities .............................................................. 2,340,992 ------------- Net assets .......................................................................... $ 167,800,626 ============= Components of net assets Par value of shares of beneficial interest (Note 7) ................................. $ 326,990 Additional paid-in capital .......................................................... 306,652,438 Accumulated net investment income ................................................... 2,311,168 Accumulated realized loss on investments ............................................ (116,150,607) Unrealized appreciation on investments (Note 6) ..................................... 15,380,150 Cumulative translation adjustment (Note 2E) ......................................... (40,719,513) Net assets .......................................................................... $ 167,800,626 ============= Net asset value per share (32,698,976 shares, par value $0.01 issued and outstanding) $ 5.13 ============= See accompanying notes to consolidated financial statements. 8 ---------------------------------------------------------------------------------------------------- TAIWAN GREATER CHINA FUND CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 (EXPRESSED IN U.S. DOLLARS) ---------------------------------------------------------------------------------------------------- INVESTMENT INCOME (NOTE C) Dividends ......................................................................... $ 4,643,425 Interest .......................................................................... 35,785 ------------ 4,679,210 REPUBLIC OF CHINA TAXES (NOTE 2G) ................................................... 1,449,887 ------------ 3,229,323 ------------ EXPENSES Management fee (Note 4) ........................................................... 2,054,723 Custodian fee (Note 5) ............................................................ 228,303 Audit fee ......................................................................... 112,627 Legal fees and expenses ........................................................... 815,673 Administrative fee ................................................................ 118,500 Insurance expenses ................................................................ 76,304 Trustee fees and expenses (Note 8) ................................................ 223,286 Shareholder communication expenses ................................................ 157,428 Other expenses .................................................................... 116,216 ------------ 3,903,060 ------------ Net investment loss ................................................................. (673,737) ------------ NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES (NOTES 2 AND 6) Net realized loss on: investments (excluding short-term investments) .............. (11,992,976) foreign currency transactions .................................................. 1,293 ------------ net realized loss on investments and foreign currency transactions ............. (11,991,683) Net changes in unrealized appreciation/depreciation on: investments (excluding short-term investments) ................................. 35,930,915 translation of assets and liabilities in foreign currencies .................... 3,561,353 ------------ Net realized and unrealized loss from investments and foreign currencies ............ 27,500,585 ------------ Net increase in net assets resulting from operations ................................ $ 26,826,848 ============ See accompanying notes to consolidated financial statements. 9 -------------------------------------------------------------------------------------------------------- TAIWAN GREATER CHINA FUND CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002 (EXPRESSED IN U.S. DOLLARS) -------------------------------------------------------------------------------------------------------- 2003 2002 ------------- ------------- NET INCREASE/DECREASE IN NET ASSETS RESULTING FROM OPERATIONS Net investment loss ....................................... $ (673,737) $ (2,028,949) Net realized loss on investments and foreign currency transactions .................................. (11,991,683) (10,154,892) Unrealized appreciation/depreciation on investments ....... 35,930,915 (23,135,792) Unrealized appreciation/depreciation on translation of assets and liabilities in foreign currencies............ 3,561,353 1,729,215 ------------- ------------- Net increase/decrease in net assets resulting from operations 26,826,848 (33,590,418) ------------- ------------- Distribution to shareholders ................................ (1,961,939) -- ------------- ------------- Net assets, beginning of year ............................... 142,935,717 176,526,135 ------------- ------------- Net assets, end of year ..................................... $ 167,800,626 $ 142,935,717 ============= ============= See accompanying notes to consolidated financial statements. 10 ---------------------------------------------------------------------------------------------------------- TAIWAN GREATER CHINA FUND CONSOLIDATED FINANCIAL HIGHLIGHTS (EXPRESSED IN U.S. DOLLARS) ---------------------------------------------------------------------------------------------------------- Years Ended December 31, ----------------------------------------------------- 2003 2002 2001 2000 1999 ------- ------- ------- ------- ------- PER SHARE OPERATING PERFORMANCE: Net asset value, beginning of year ........ 4.37 5.40 5.78 10.23 7.53 Net investment loss ....................... (0.02) (0.06) (0.05) (0.11) (0.11) Net realized and unrealized gain (loss) on investments ............................. 0.73 (1.02) 0.06 (3.56) 2.58 Net realized and unrealized appreciation/depreciation on translation of foreign currencies ....... 0.11 0.05 (0.39) (0.41) 0.23 ------- ------- ------- ------- ------- Total from investment operations .... 0.82 (1.03) (0.38) (4.08) 2.70 DISTRIBUTIONS TO SHAREHOLDERS FROM: Capital ................................... -- -- -- -- -- Net investment income ..................... (0.06) -- -- -- -- Net realized gain on investments .......... -- -- -- (0.37) -- ------- ------- ------- ------- ------- Total distributions* ................ (0.06) -- -- (0.37) -- ------- ------- ------- ------- ------- NET ASSET VALUE, END OF YEAR .................. 5.13 4.37 5.40 5.78 10.23 ======= ======= ======= ======= ======= PER SHARE MARKET PRICE, END OF YEAR ........... 4.75 4.05 4.75 4.56 8.44 TOTAL INVESTMENT RETURN (%): Based on the Trust's market price.......... 18.79 (14.74) 4.17 (41.71) 36.35 Based on the Trust's net asset value ...... 18.75 (19.07) (6.57) (39.94) 35.86 U.S. dollar return of Taiwan Stock Exchange Index ................... 35.32 (19.03) 10.16 (46.62) 35.15 RATIOS AND SUPPLEMENTAL DATA: Net assets, end of year (in thousands) .... 167,801 142,936 176,526 188,939 334,521 Ratio of expenses to average net assets (%) 2.57 2.19 2.01 1.67 1.81 Ratio of net investment loss to average net assets (%) ......................... (0.44) (1.23) (1.01) (1.09) (1.35) Portfolio turnover ratio (%) .............. 78 107 173 165 191 * See Note 2F for information concerning the Trust's distribution policy. See accompanying notes to consolidated financial statements. 11 ------------------------------------------------------------------------------------------------------------------------------ TAIWAN GREATER CHINA FUND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS / DECEMBER 31, 2003 (EXPRESSED IN U.S. DOLLARS) ------------------------------------------------------------------------------------------------------------------------------ NOTE 1 -- ORGANIZATION AND ACQUISITION OF Fund. All significant inter-company transactions and TAIWAN GREATER CHINA FUND balances have been eliminated in consolidation. ------------------------------------------------------------- The Taiwan Greater China Fund (the "Trust", formerly known B -- Valuation of investments -- Common stocks that are as The R.O.C. Taiwan Fund) is a Massachusetts business trust traded on the Taiwan Stock Exchange or the Taiwan formed in July 1988 and registered with the U.S. Securities over-the-counter market. Except when price movements are and Exchange Commission as a diversified, closed-end constrained by collars imposed by Republic of China management investment company under the Investment Company regulations, in which case the Trust's Board of Trustees has Act of 1940. The Trust changed its name from The R.O.C. provided for the use of fair valuation procedures, such Taiwan Fund to the Taiwan Greater China Fund on December 29, securities are valued at the closing market price, or, if 2003. The change took effect on the New York Stock Exchange not quoted at the end of the period, generally at the last on January 2, 2004. quoted closing market price. Short-term investments are valued at amortized cost, which approximates market value. The Trust was formed in connection with the reorganization Under this method, the difference between the cost of each (the "Reorganization") of The Taiwan (R.O.C.) Fund (the security and its value at maturity is accrued into income on "Fund"). The Fund, which commenced operations in October a straight-line basis over the days to maturity. 1983, was established under the laws of the Republic of China as an open-end contractual investment fund pursuant to C -- Security transactions and investment income -- Security an investment contract between International Investment transactions are recorded on the date the transactions are Trust Company Limited ("IIT") and Central Trust of China, as entered into (the trade date). Dividend income is recorded custodian. Pursuant to the Reorganization, which was on the ex-dividend date, and interest income is recorded on completed in May 1989, the Trust acquired the entire the accrual basis as it is earned. beneficial interest in the assets constituting the Fund. D --Realized gains and losses-- Realized gains and losses on As required by the Trust's "Declaration of Trust," if the security transactions are determined for financial reporting shares trade on the market at an average discount to NAV of purposes using the average cost method for the cost of more than 10% in any consecutive 12-week period after the investments. For federal income tax purposes, realized gains most recent such vote, the Trust must submit to the and losses on security transactions are determined using the shareholders for a vote at its next annual meeting a binding first-in-first-out method. For the fiscal year ended resolution that the Trust be converted from a closed-end to December 31, 2003, the Trust generated a net capital loss of an open-end investment company. The affirmative vote of a $11,721,463, and maintained a cumulative prior year capital majority of the Trust's outstanding shares is required to loss carryover of $105,731,250, resulting in a total capital approve such a conversion. loss carryover of $117,452,713. This capital loss carryover may be used to offset any future capital gains generated by NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING the Trust, and if unused, $89,141,756 of such loss will POLICIES expire on December 31, 2009, $16,589,494 of such loss will ------------------------------------------------------------- expire on December 31, 2010 and $11,721,463 of such loss will expire on December 31, 2011. A -- Basis of presentation and principles of consolidation -- The accompanying financial statements of the Trust have E-- Foreign currency translation--Substantially all of the been prepared in accordance with accounting principles Trust's income is earned, and its expenses are generally accepted in the United States of America. The consolidated financial statements include the accounts of the Trust and the 12 ---------------------------------------------------------------------------------------------------------------------------- TAIWAN GREATER CHINA FUND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS / DECEMBER 31, 2003 (EXPRESSED IN U.S. DOLLARS) ---------------------------------------------------------------------------------------------------------------------------- largely paid, in New Taiwan Dollars ("NT$"). The cost and The tax characteristics of dividneds and distributions paid market value of securities, currency holdings and other during the years ended December 31, 2003 and 2002 were as assets and liabilities which are denominated in NT$ are follows: reported in the accompanying consolidated financial statements after translation into United States Dollars 2003 2002 based on the closing market rate for United States Dollars in Taiwan at the end of the period. At December 31, 2003, Ordinary income ............ $ 1,961,939 -- this rate was approximately NT$33.978 to $1.00. Investment Long-term capital gain...... -- -- income and expenses are translated at an average exchange ------------- --------- rate for the period. Currency translation gains or losses $ 1,961,939 -- are reported as a separate component of changes in net ============= ========= assets resulting from operations. As of December 31, 2003 the components of The Trust does not separately record that portion of the distributable earnings/(accumulated losses) on a tax results of operations resulting from changes in foreign basis were as follows: exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such Undistributed net investment fluctuations are included with the net realized and income.................... $ 299,668 unrealized gain or loss from investments. Capital loss carryforward... (117,452,713) Unrealized appreciation F-- Distributions to shareholders-- It is the Trust's policy (depreciation)............ 11,291,645 to distribute all ordinary income and net capital gains ------------- calculated in accordance with U.S. federal income tax $(105,861,400) regulations. Such calculations may differ from those based ============= on accounting principles generally accepted in the United States of America ("GAAP"). In order to reconcile such G -- Taxes -- the Trust intends to continue to elect and to differences, accumulated net investment income was increased continue to qualify as a regulated investment company under by $1,293, accumulated net realized loss on investments was the Internal Revenue Code of 1986, as amended (the "Code"). decreased by $17,397, and additional paid in capital was If the Trust complies with all of the applicable decreased by $18,672 to reflect the impact of such requirements of the Code, it will not be subject to U.S. differences in accordance with GAAP. federal income and excise taxes provided that it distributes all of its investment company taxable income and net capital The Trust declared a dividend of $0.06 a share, payable on gains to its shareholders. January 23, 2004 to shareholders of record on December 19, 2003 (ex-date December 17, 2003). The dividend, in the total The Republic of China ("R.O.C.") levies a tax at the rate of amount of $1,961,939, represents a deemed distribution of 20% on cash dividends and interest received by the Trust on the Fund's investment in certain Taiwanese companies investments in R.O.C. securities. In addition, a 20% tax is classified as passive foreign investment companies for U.S. levied based on the par value of stock dividends (except federal income tax purposes, for the period from November 1, those which have resulted from capitalization of capital 2002 to October 31, 2003. surplus) received by the Trust. For the twelve months ended December 31, 2003, the total par value of stock dividends received was $2,424,729. Realized gains on securities transactions are not subject to income tax in the R.O.C.; instead, a securities transaction tax of 0.3% of the market value of stocks sold or transferred, and 0.1% of the market value of bonds and beneficial certificates sold or transferred, is levied. Proceeds from sales of investments are net of securities transaction tax paid 13 ------------------------------------------------------------------------------------------------------------------------------ TAIWAN GREATER CHINA FUND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS / DECEMBER 31, 2003 (EXPRESSED IN U.S. DOLLARS) ------------------------------------------------------------------------------------------------------------------------------ of $350,255 for the twelve months ended December 31, 2003. administrative and custodial agreements and the satisfaction of applicable regulatory requirements in Taiwan. IIT will H --Use of estimates-- The preparation of financial continue to provide certain administrative services to the statements in conformity with accounting principles Trust after the conversion to internal management, and generally accepted in the United States of America requires Central Trust of China will continue to serve as the Trust's management to make estimates and assumptions that affect the custodian. Certain changes to the Trust's officers and amounts reported in the consolidated financial statements, trustees will be effected upon the commencement of internal consolidated financial highlights and the accompanying management. notes. Actual results could differ from those estimates. NOTE 5-- CUSTODIAN NOTE 3-- INVESTMENT CONSIDERATIONS ------------------------------------------------------------ ------------------------------------------------------------ Pursuant to the Investment Contract, the Central Trust of Because the Trust concentrates its investments in publicly China ("CTC") serves as custodian of the assets of the Trust traded equity and debt securities issued by R.O.C. held in the R.O.C. CTC owns 7.74% of the outstanding capital corporations, its portfolio involves considerations not stock of IIT. Through December 31, 2003, the Trust paid CTC typically associated with investing in U.S. securities. In a monthly fee at the annual rate of 0.15% of the NAV with addition, the Trust is more susceptible to factors adversely respect to Trust assets held in Taiwan under the Investment affecting the R.O.C. economy than a fund not concentrated in Contract up to NT$6 billion, 0.13% of such NAV in excess of these issuers to the same extent. Since the Trust's NT$6 billion up to NT$8 billion, 0.11% of such NAV in excess investment securities are primarily denominated in New of NT$8 billion up to NT$10 billion, and 0.09% of such NAV Taiwan Dollars, changes in the relationship of the New in excess of NT$10 billion, subject to a minimum annual fee Taiwan Dollar to the U.S. Dollar may also significantly of NT$2.4 million. affect the value of the investments and the earnings of the Trust. NOTE 6-- INVESTMENTS IN SECURITIES ------------------------------------------------------------ NOTE 4-- INVESTMENT MANAGEMENT Purchases and proceeds from sales, excluding short-term ------------------------------------------------------------ investments, for the twelve months ended December 31, 2003, A-- Pursuant to an investment contract (the "Investment included approximately $114,723,787 for stock purchases and Contract"), IIT (the "Manager"), an R.O.C. corporation, is approximately $116,286,672 for stock sales, respectively. responsible, among other things, for investing and managing the assets of the Trust and administering the Trust's At December 31, 2003, the cost of investments, excluding affairs. Through December 31, 2003, the Trust paid the short-term investments, for U.S. federal income tax purposes Manager a fee, which is accrued daily and paid monthly in was $156,842,546. At December 31, 2003, the net unrealized arrears, at the annual rate of 1.35% of the net asset value appreciation on investments of $11,291,645 computed on a ("NAV") with respect to Trust assets held in Taiwan under U.S. federal income tax basis consisted of $12,849,076 of the Investment Contract up to NT$6 billion, 1.15% of such gross unrealized appreciation and $1,557,431 of gross NAV in excess of NT$6 billion up to NT$8 billion, 0.95% of unrealized depreciation. such NAV in excess of NT$8 billion up to NT$10 billion, and 0.75% of such NAV in excess of NT$10 billion. NOTE 7-- SHARES OF BENEFICIAL INTEREST ------------------------------------------------------------ B-- The Trust has resolved that it will end its investment The Trust's "Declaration of Trust" permits the Trustees to management agreement with IIT and will convert to internal issue an unlimited number of shares of beneficial interest management. The Trust is expected to commence internal or additional classes of other securities. The shares have a management in the first quarter of 2004 upon hiring an par value of $0.01, and no other classes of securities are internal administrative and analytical staff, entry into outstanding at present. At December 31, 2003, 32,698,976 appropriate shares were outstanding. 14 ----------------------------------------------------------------------------------------------------------------------------- TAIWAN GREATER CHINA FUND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS / DECEMBER 31, 2003 (EXPRESSED IN U.S. DOLLARS) ----------------------------------------------------------------------------------------------------------------------------- NOTE 8 -- TRUSTEE FEES AND EXPENSES ------------------------------------------------------------ ------------------------------------------------------------ Michael Ding has been portfolio manager of the Trust since The amount shown includes trustee fees and expenses and July 1999, its President and Chief Executive Officer since reimbursement for spousal travel expenses. Aggregate trustee September 1999 and a trustee since June 2001. He had been remuneration for 2003 (including spousal travel the Trust's deputy manager since March 1999. Mr. Ding is reimbursement) was $110,352. also the President and Chief Investment Officer of International Investment Trust Co. (IIT), the Trust's UNAUDITED TAX FOOTNOTE DISCLOSURE--FOREIGN TAX investment manager. He has worked for the past four years at CREDIT PASS-THROUGH DISCLOSURE IIT, where he was previously senior vice president. Mr. Ding served as chief economist and head of research at The Trust paid foreign taxes of $1,449,887 and recognized Citicorp International Securities Ltd. in Taipei from 1996 foreign source income of $4,679,210 during its fiscal year to 1999 and as head of research and information for the ended December 31, 2003. Pursuant to Section 853 of the greater China region at McKinsey & Co. from 1994 to 1996. Internal Revenue Code of 1986, as amended, the Trust ------------------------------------------------------------ designated such amounts as having been paid in connection with dividends distributed from investment company taxable ------------------------------------------------------------ income during its fiscal year ended December 31, 2003. PROXY VOTING POLICY ------------------------------------------------------------ The Trust's policy with regard to voting stocks held in its The Trust and its predecessors, The Taiwan (R.O.C.) Fund and portfolio is to vote in accordance with the recommendations The R.O.C. Taiwan Fund, have been certified as distributing of Institutional Shareholder Services, Inc. unless funds by the Board of Inland Revenue of the United Kingdom International Investment Trust Co., the Trust's investment for the period from their inception to December 31, 2002. advisor, recommends to the contrary, in which event the The Trust intends to apply for such status for succeeding decision as to how to vote will be made by the Executive accounting periods. Committee of the Trust's Board of Trustees. ------------------------------------------------------------ ------------------------------------------------------------ 15 [This page intentionally left blank.] 16 LOGO [KPMG] KPMG CERTIFIED PUBLIC ACCOUNTANTS 6th Fl., No. 156 Sec. 3, Min-Sheng East Road, Taipei, 105, Taiwan, R.O.C. Telephone (02) 2715-9999 Fax (02) 2715-9888 Independent Auditors' Report ---------------------------- The Trustees and Shareholders of Taiwan Greater China Fund: We have audited the accompanying consolidated statement of assets and liabilities of the Taiwan Greater China Fund, a Massachusetts business trust (the "Trust"), including the consolidated schedule of investments, as of December 31, 2003, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the years in the two-year period then ended, and the consolidated financial highlights for each of the years in the five-year period then ended. These consolidated financial statements and financial highlights are the responsibility of the Trust's management. Our responsibility is to express an opinion on these consolidated financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements and financial highlights. Our procedures included physical inspection or confirmation of securities owned as of December 31, 2003, by correspondence with the Trust's custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of the Taiwan Greater China Fund as of December 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. KPMG Taipei, Taiwan January 5, 2004 17 ----------------------------------------------------------------------------------------------------------------------- Information Concerning Trustees and Officers ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- POSITION(S) TERM OF OFFICE AND PRINCIPAL OCCUPATION(S) NAME (AGE) AND HELD WITH THE LENGTH OF TIME DURING THE PAST ADDRESS TRUST SERVED FIVE YEARS ----------------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEES ------------------- ----------------------------------------------------------------------------------------------------------------------- Chi-Chu Chen* (61) Trustee and Trustee and Chairman Chairman of the Manager since 167 Fuhsing North Road Chairman since 2002 May 2002; Executive Vice Taipei, Taiwan, R.O.C. President, International Commercial Bank of China, from prior to 1999 to May 2002 ----------------------------------------------------------------------------------------------------------------------- Michael Ding* (46) Trustee, Trustee since 2001; President of the Manager 167 Fuhsing North Road President President and Chief since 2001; Senior Vice Taipei, Taiwan, R.O.C. and Chief Executive Officer President of the Manager from Executive since 1999 1999 to 2001; Chief Economist Officer and Head of Research, Citicorp International Securities Ltd., Taipei, Taiwan, from prior to 1999 to 1999 ----------------------------------------------------------------------------------------------------------------------- Cheng-Cheng Tung (64) Trustee Trustee since 2002 and President, Cathay United 167 Fuhsing North Road until the 2006 Annual Bank (CUB), since 2000; General Taipei, Taiwan, R.O.C. Meeting of Shareholders Manager, CUB, since prior to 1999; or the special meeting Executive Vice President, CUB, in lieu thereof from prior to 1999 to 2000 ----------------------------------------------------------------------------------------------------------------------- NON-INTERESTED TRUSTEES ----------------------- ----------------------------------------------------------------------------------------------------------------------- Edward B. Collins (61) Trustee Trustee since 2000 and Managing Director, China China Vest Inc. until the 2006 Annual Vest Group (venture capital 160 Sansome Street Meeting of Shareholders investment), since prior to 1999 18th Floor or the special meeting San Francisco, California 94104 in lieu thereof U.S.A. ----------------------------------------------------------------------------------------------------------------------- Alex Hammond-Chambers (61) Trustee Trustee since 2002 Chairman, Alex Hammond- 29 Rutland Square and until the 2005 Annual Chambers & Company Edinburgh EH1 2BW Meeting of Shareholders (investment company United Kingdom or the special meeting independent directorial services) in lieu thereof since prior to 1999 ----------------------------------------------------------------------------------------------------------------------- 18 ----------------------------------------------------------------------------------------------------------------------- Information Concerning Trustees and Officers ----------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------- POSITION(S) TERM OF OFFICE AND PRINCIPAL OCCUPATION(S) NAME (AGE) AND HELD WITH THE LENGTH OF TIME DURING THE PAST ADDRESS TRUST SERVED FIVE YEARS ----------------------------------------------------------------------------------------------------------------------- David N. Laux (76) Trustee Trustee since 1992 and President, US-Taiwan Business 2560 N. 23rd Road until the 2004 Annual Forum, since 2000; Arlington, Virginia 22207 Meeting of Shareholders President, US-ROC (Taiwan) U.S.A. or the special meeting Business Council, from prior in lieu thereof to 1999 to 2000 ----------------------------------------------------------------------------------------------------------------------- Robert P. Parker (62) Trustee Trustee since 1998 and Chairman, Parker Price Venture 44 Montgomery Street until the 2005 Annual Capital, Inc. (formerly known as Suite 3800 Meeting of Shareholders Allegro Capital, Inc.), San Francisco, California 94104 or the special meeting since prior to 1999 U.S.A. in lieu thereof ----------------------------------------------------------------------------------------------------------------------- NON-TRUSTEE OFFICER ------------------- ----------------------------------------------------------------------------------------------------------------------- Peggy Chen (41) Secretary, Officer since 2000 Vice President (Finance) of 167 Fuhsing North Road Treasurer the Manager since 2000; Taipei, Taiwan, R.O.C. and Chief Manager of Finance, Financial Shin Fu Life Insurance Co., Ltd., Officer from prior to 1999 to 2000 ----------------------------------------------------------------------------------------------------------------------- * Chi-Chu Chen and Michael Ding will resign their positions as Trustees and officers of the Trust upon the Trust's conversion to inter-nal management (please refer to note 4B). 19 ITEM 2. CODE OF ETHICS. As of the end of the period covered by this report, the registrant has adopted a code of ethics applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this report. No substantive amendments were adopted and no waivers were granted to this code of ethics during the period covered by this report. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The registrant's Board of Trustees has determined that Edward B. Collins qualifies as an audit committee financial expert based upon his having earned an MBA in International Business and Finance as well as his experience (i) analyzing and evaluating financial statements as the managing director of a venture capital fund, (ii) reviewing bond portfolios, loan portfolios and establishing reserves as the director of a bank and (iii) working in the credit department of various financial institutions. Mr. Collins is independent for purposes of this Item 3. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. -------------------------------------------------------------------------------- (a) AUDIT FEES: -------------------------------------------------------------------------------- REGISTRANT -------------------------------------------------------------------------------- FY 2002 $53,500 -------------------------------------------------------------------------------- FY 2003 $53,500 -------------------------------------------------------------------------------- (b) AUDIT-RELATED FEES: -------------------------------------------------------------------------------- REGISTRANT INVESTMENT ADVISER -------------------------------------------------------------------------------- FY 2002 $0 $0 -------------------------------------------------------------------------------- FY 2003 $0 $0 -------------------------------------------------------------------------------- NATURE OF THE AUDIT-RELATED FEES: N/A -------------------------------------------------------------------------------- (c) TAX FEES -------------------------------------------------------------------------------- REGISTRANT INVESTMENT ADVISER -------------------------------------------------------------------------------- FY 2002 $50,000 $0 -------------------------------------------------------------------------------- FY 2003 $50,000 $0 -------------------------------------------------------------------------------- NATURE OF TAX FEES: The fees incurred by the registrant related to the preparation of the registrant's federal income and excise tax returns and the provision of tax advice and planning services. -------------------------------------------------------------------------------- (d) ALL OTHER FEES -------------------------------------------------------------------------------- REGISTRANT INVESTMENT ADVISER -------------------------------------------------------------------------------- FY 2002 $3,360 $0 -------------------------------------------------------------------------------- FY 2003 $9,127 $0 -------------------------------------------------------------------------------- NATURE OF ALL OTHER FEES: The fees incurred by the registrant in FY 2002 related to the preparation of an application by the registrant for distributing fund status in the United Kingdom. The fees incurred by the registrant in FY 2003 related to the preparation of an application for distributing fund status in the United Kingdom and research and preparation of a memorandum of advice concerning the tax implications in the Republic of China of the registrant's becoming an internally managed investment company. (e)(1) AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES In accordance with paragraph (c)(7)(i)(A) of Rule 2-01 of Regulation S-X, the audit committee of the registrant's board of trustees approves the engagement of the registrant's accountants before such accountants are engaged to render audit or non-audit services. Pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, the registrant's audit committee also pre-approves its independent accountants' engagements for non-audit services with the registrant's investment adviser, its parent company, and any entity controlled by, or under common control with the investment adviser that provides ongoing services to the registrant, if such engagement relates directly to the operations and financial reporting of the registrant. (e)(2) PERCENTAGE OF NON-AUDIT SERVICES APPROVED BY THE AUDIT COMMITTEE All services described in each of paragraphs (b) through (d) of this Item 4 were pre-approved before the engagement by the registrant's audit committee pursuant to paragraph (c)(7)(i)(A) of Rule 2-01 of Regulation S-X. Consequently, none of such services were required to be approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. (f) Not applicable. (g) AGGREGATE NON-AUDIT FEES BILLED BY THE REGISTRANT'S PRINCIPAL ACCOUNTANT FOR SERVICES RENDERED TO THE REGISTRANT AND THE REGISTRANT'S INVESTMENT ADVISER: -------------------------------------------------------------------------------- REGISTRANT INVESTMENT ADVISER -------------------------------------------------------------------------------- FY 2002 $53,360 $9,988 -------------------------------------------------------------------------------- FY 2003 $59,127 $9,376 -------------------------------------------------------------------------------- (h) The fees paid by the registrant's investment adviser to the registrant's principal accountant that are listed in sub-item (g) of this Item 4 related solely to applications for distributing fund status on behalf of other, non-U.S. funds managed by the registrant's investment adviser, and hence were not fees that in any way relate to the operations and financial reporting of the registrant. Therefore, such fees were not fees subject to approval pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X and were not submitted for pre-approval by the registrant's audit committee. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. The registrant has a separately designated standing audit committee, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The members of the registrant's audit committee are: Edward B. Collins, chairman, Robert P. Parker and Alex Hammond-Chambers. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. The registrant's policy with regard to voting stocks held in its portfolio is to vote in accordance with the recommendations of Institutional Shareholder Services, Inc. ("ISS") unless the registrant's chief executive officer recommends to the contrary, in which event the decision as to how to vote will be made by the Executive Committee of the registrant's Board of Trustees. A summary of ISS's proxy voting guidelines is attached as an exhibit to this report. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANIES AND AFFILIATED PURCHASERS. Not applicable. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable to annual reports for the period ended December 31, 2003. ITEM 10. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) are effective as of a date within 90 days of the filing date of this report based on their evaluation of such disclosure controls and procedures as required by Rule 30a-3(b) under the Investment Company Act of 1940 and Rule 13a-15(b) under the Securities Exchange Act of 1934. (b) There were no changes in the registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) that occurred during the registrant's second fiscal half-year that have materially affected, or are reasonably likely to materially affect, such internal controls. ITEM 11. EXHIBITS. (a)(1) CODE OF ETHICS REQUIRED BY ITEM 2 OF FORM N-CSR: See Exhibit 99.CodeEth attached hereto. (b)(2) CERTIFICATIONS REQUIRED BY RULE 30A-2(A) UNDER THE INVESTMENT COMPANY ACT OF 1940: See Exhibit 99.Cert attached hereto. (b) CERTIFICATIONS REQUIRED BY RULE 30A-2(B) UNDER THE INVESTMENT COMPANY ACT OF 1940 AND RULE 13A-14(B) UNDER THE SECURITIES EXCHANGE ACT OF 1934: See Exhibit 99.906Cert attached hereto. (c) PROXY VOTING GUIDELINES REQUIRED BY ITEM 7 OF FORM N-CSR: See Exhibit 99.ProxyPol attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Taiwan Greater China Fund By: /s/ Steven R. Champion ---------------------------------- Name: Steven R. Champion Title: President and Chief Executive Officer Date: March 5, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Steven R. Champion ---------------------------------- Name: Steven R. Champion Title: President and Chief Executive Officer By: /s/ Peggy Chen ---------------------------------- Name: Peggy Chen Title: Chief Financial Officer Date: March 5, 2004