0001104659-17-035108.txt : 20170525 0001104659-17-035108.hdr.sgml : 20170525 20170525113231 ACCESSION NUMBER: 0001104659-17-035108 CONFORMED SUBMISSION TYPE: N-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170331 FILED AS OF DATE: 20170525 DATE AS OF CHANGE: 20170525 EFFECTIVENESS DATE: 20170525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Morgan Stanley China A Share Fund, Inc. CENTRAL INDEX KEY: 0001368493 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-Q SEC ACT: 1940 Act SEC FILE NUMBER: 811-21926 FILM NUMBER: 17868880 BUSINESS ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 800-231-2608 MAIL ADDRESS: STREET 1: 522 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10036 N-Q 1 a17-9976_4nq.htm N-Q

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number

811-21926

 

Morgan Stanley China A Share Fund, Inc.

(Exact name of registrant as specified in charter)

 

522 Fifth Avenue, New York, New York

 

10036

(Address of principal executive offices)

 

(Zip code)

 

John H. Gernon

522 Fifth Avenue, New York, New York 10036

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

212-296-0289

 

 

Date of fiscal year end:

December 31,

 

 

Date of reporting period:

March 31, 2017

 

 



 

Item 1.  Schedule of Investments.

 

The Fund’s schedule of investments as of the close of the reporting period prepared pursuant to Rule 12-12 of Regulation S-X is as follows:

 



 

Morgan Stanley China A Share Fund, Inc.

Portfolio of Investments

First Quarter Report

March 31, 2017 (unaudited)

 

 

 

Shares

 

Value
(000)

 

Common Stocks (96.7%)

 

 

 

 

 

Automobiles (3.3%)

 

 

 

 

 

SAIC Motor Corp., Ltd., Class A

 

4,483,276

 

$

16,510

 

 

 

 

 

 

 

Banks (10.2%)

 

 

 

 

 

China Construction Bank Corp., Class A

 

21,900,393

 

18,876

 

Industrial & Commercial Bank of China Ltd., Class A

 

45,541,000

 

31,983

 

 

 

 

 

50,859

 

Beverages (3.9%)

 

 

 

 

 

Jiangsu Yanghe Brewery Joint-Stock Co. Ltd., Class A

 

729,072

 

9,244

 

Tsingtao Brewery Co., Ltd., Class A

 

2,208,600

 

10,498

 

 

 

 

 

19,742

 

Capital Markets (3.2%)

 

 

 

 

 

CITIC Securities Co., Ltd., Class A

 

4,905,646

 

11,467

 

CITIC Securities Co., Ltd. H Shares (a) 

 

2,315,500

 

4,767

 

 

 

 

 

16,234

 

Chemicals (1.5%)

 

 

 

 

 

Kingenta Ecological Engineering Group Co., Ltd., Class A

 

7,142,700

 

7,483

 

Electrical Equipment (4.5%)

 

 

 

 

 

NARI Technology Co., Ltd., Class A

 

2,547,900

 

6,148

 

XJ Electric Co., Ltd., Class A

 

6,349,365

 

16,279

 

 

 

 

 

22,427

 

Electronic Equipment, Instruments & Components (1.8%)

 

 

 

 

 

GoerTek, Inc., Class A

 

1,842,100

 

9,098

 

 

 

 

 

 

 

Food & Staples Retailing (1.0%)

 

 

 

 

 

Zhongbai Holdings Group Co., Ltd., Class A (b) 

 

4,021,288

 

4,948

 

 

 

 

 

 

 

Food Products (2.8%)

 

 

 

 

 

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

 

5,158,287

 

14,154

 

 

 

 

 

 

 

Health Care Providers & Services (3.2%)

 

 

 

 

 

Shanghai Pharmaceuticals Holding Co., Ltd., Class A

 

2,899,018

 

9,805

 

Shanghai Pharmaceuticals Holding Co., Ltd. H Shares (a) 

 

2,400,100

 

6,285

 

 

 

 

 

16,090

 

Hotels, Restaurants & Leisure (8.5%)

 

 

 

 

 

China CYTS Tours Holding Co., Ltd., Class A

 

2,868,372

 

9,086

 

China International Travel Service Corp., Ltd., Class A

 

1,853,199

 

15,244

 

Shenzhen Overseas Chinese Town Co., Ltd., Class A

 

14,615,500

 

15,481

 

Tsui Wah Holdings Ltd.

 

16,214,000

 

2,629

 

 

 

 

 

42,440

 

Household Durables (6.0%)

 

 

 

 

 

NavInfo Co. Ltd., Class A

 

2,650,021

 

7,725

 

Qingdao Haier Co., Ltd., Class A

 

12,692,845

 

22,432

 

 

 

 

 

30,157

 

Independent Power and Renewable Electricity Producers (0.9%)

 

 

 

 

 

China National Nuclear Power Co., Ltd., Class A

 

20,000

 

21

 

 



 

China Yangtze Power Co., Ltd., Class A

 

2,453,058

 

4,723

 

 

 

 

 

4,744

 

Insurance (3.5%)

 

 

 

 

 

China Pacific Insurance Group Co., Ltd., Class A

 

4,356,600

 

17,333

 

 

 

 

 

 

 

Machinery (2.0%)

 

 

 

 

 

Han’s Laser Technology Industry Group Co. Ltd., Class A

 

2,658,600

 

10,134

 

 

 

 

 

 

 

Media (3.6%)

 

 

 

 

 

China South Publishing & Media Group Co., Ltd., Class A

 

6,181,561

 

16,118

 

Zhejiang Huace Film & TV Co. Ltd., Class A

 

1,252,355

 

2,010

 

 

 

 

 

18,128

 

Multi-Line Retail (1.0%)

 

 

 

 

 

Wangfujing Group Co., Ltd., Class A

 

2,122,371

 

5,014

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels (3.3%)

 

 

 

 

 

China Petroleum & Chemical Corp., Class A

 

19,951,816

 

16,617

 

 

 

 

 

 

 

Personal Products (2.5%)

 

 

 

 

 

Shanghai Jahwa United Co. Ltd., Class A

 

2,874,797

 

12,577

 

 

 

 

 

 

 

Pharmaceuticals (11.9%)

 

 

 

 

 

China Resources Pharmaceutical Group Ltd. (a)(b)(c) 

 

3,657,500

 

4,274

 

China Resources Sanjiu Medical & Pharmaceutical Co., Ltd., Class A

 

8,847,573

 

34,662

 

Yunnan Baiyao Group Co., Ltd., Class A

 

1,662,563

 

20,534

 

 

 

 

 

59,470

 

Real Estate Management & Development (4.3%)

 

 

 

 

 

China Merchants Shekou Industrial Zone Holdings Co. Ltd., Class A

 

2,883,000

 

7,363

 

China Overseas Grand Oceans Group Ltd. (a)(b) 

 

10,604,000

 

5,594

 

Poly Real Estate Group Co., Ltd., Class A

 

6,279,200

 

8,683

 

 

 

 

 

21,640

 

Road & Rail (2.0%)

 

 

 

 

 

Daqin Railway Co., Ltd., Class A

 

9,282,900

 

10,196

 

 

 

 

 

 

 

Software (1.7%)

 

 

 

 

 

Aisino Corp., Class A

 

2,735,890

 

8,337

 

 

 

 

 

 

 

Transportation Infrastructure (10.1%)

 

 

 

 

 

Jiangsu Expressway Co., Ltd., Class A

 

26,489,420

 

35,938

 

Shenzhen Airport Co., Ltd., Class A

 

11,375,041

 

14,557

 

 

 

 

 

50,495

 

Total Common Stocks (Cost $454,183)

 

 

 

484,827

 

Short-Term Investment (1.1%)

 

 

 

 

 

Investment Company (1.1%)

 

 

 

 

 

Morgan Stanley Institutional Liquidity Funds - Government Portfolio - Institutional Class (d) (Cost $5,264)

 

5,263,768

 

5,264

 

Total Investments (97.8%) (Cost $459,447) (e)(f)

 

 

 

490,091

 

Other Assets in Excess of Liabilities (2.2%)

 

 

 

11,062

 

Net Assets (100.0%)

 

 

 

$

501,153

 

 



 


(a)

 

Security trades on the Hong Kong exchange.

(b)

 

Non-income producing security.

(c)

 

144A security — Certain conditions for public sale may exist. Unless otherwise noted, these securities are deemed to be liquid.

(d)

 

The Fund invests in the Institutional Class of the Morgan Stanley Institutional Liquidity Funds - Government Portfolio - (the “Liquidity Funds”), an open-end management investment company managed by the Adviser. Advisory fees paid by the Fund are reduced by an amount equal to its pro-rata share of the advisory and administration fees paid by the Fund due to its investment in the Liquidity Funds. For the three months ended March 31, 2017, advisory fees paid were reduced by approximately $1,000 relating to the Fund’s investment in the Liquidity Funds.

(e)

 

The Fund is permitted to purchase and sell securities (“cross-trade”) from and to other Morgan Stanley Funds as well as other funds and client accounts for which the Adviser or an affiliate of the Adviser serves as investment adviser, pursuant to procedures approved by the Directors in compliance with Rule 17a-7 under the Act (the “Rule”). Each cross-trade is executed at the current market price in compliance with provisions of the Rule. For the three months ended March 31, 2017, the Fund did not engage in any cross-trade transactions.

(f)

 

At March 31, 2017, the aggregate cost for federal income tax purposes approximates the aggregate cost for book purposes. The aggregate gross unrealized appreciation is approximately $45,497,000 and the aggregate gross unrealized depreciation is approximately $14,853,000 resulting in net unrealized appreciation of approximately $30,644,000.

 



 

Portfolio Composition

 

Classification

 

Percentage of
Total Investments

 

Other*

 

52.3

%

Pharmaceuticals

 

12.1

 

Banks

 

10.4

 

Transportation Infrastructure

 

10.3

 

Hotels, Restaurants & Leisure

 

8.7

 

Household Durables

 

6.2

 

Total Investments

 

100.0

%

 


*  Industries and/or investment types representing less than 5% of total investments.

 



 

Morgan Stanley China A Share Fund, Inc.

Notes to the Portfolio of Investments · March 31, 2017 (unaudited)

 

Security Valuation: (1) An equity portfolio security listed or traded on an exchange is valued at its latest reported sales price (or at the exchange official closing price if such exchange reports an official closing price), and if there were no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant exchanges; (2) all other equity portfolio securities for which over-the-counter (“OTC”) market quotations are readily available are valued at the latest reported sales price (or at the market official closing price if such market reports an official closing price), and if there was no trading in the security on a given day and if there is no official closing price from relevant markets for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available on the relevant markets. Listed equity securities not traded on the valuation date with no reported bid and asked prices available on the exchange are valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. An unlisted equity security that does not trade on the valuation date and for which bid and asked prices from the relevant markets are unavailable is valued at the mean between the current bid and asked prices obtained from one or more reputable brokers or dealers. In cases where a security is traded on more than one exchange, the security is valued on the exchange designated as the primary market; (3) Certain portfolio securities may be valued by an outside pricing service/vendor approved by the Fund’s Board of Directors (the” Directors”). The pricing service/vendor may employ a pricing model that takes into account, among other things, bids, yield spreads, and/or other market data and specific security characteristics. Alternatively, if a valuation is not available from an outside pricing service/vendor, and the security trades on an exchange, the security may be valued at its latest reported sale price (or at the exchange official closing price if such exchange reports an official closing price), prior to the time when assets are valued. If there are no sales on a given day and if there is no official exchange closing price for that day, the security is valued at the mean between the last reported bid and asked prices if such bid and asked prices are available in the relevant exchanges; (4) when market quotations are not readily available, including circumstances under which Morgan Stanley Investment Management Inc. (the “Adviser”) or Morgan Stanley Investment Management Company (“MSIM Company”) (the “Sub-Adviser”), a wholly owned subsidiary of Morgan Stanley, determines that the closing price, last sale price or the mean between the last reported bid and asked prices are not reflective of a security’s market value, portfolio securities are valued at their fair value as determined in good faith under procedures established by and under the general supervision of the  Directors. Occasionally, developments affecting the closing prices of securities and other assets may occur between the times at which valuations of such securities are determined (that is, close of the foreign market on which the securities trade) and the close of business of the New York Stock Exchange (“NYSE”).  If developments occur during such periods that are expected to materially affect the value of such securities, such valuations may be adjusted to reflect the estimated fair value of such securities as of the close of the NYSE, as determined in good faith by the Directors or by the Adviser using a pricing service and/or procedures approved by the Directors. (5) quotations of foreign portfolio securities, other assets and liabilities and forward contracts stated in foreign currency are translated into United States dollar equivalents at the prevailing market rates prior to the close of the NYSE; and (6) investments in mutual funds, including the Morgan Stanley Institutional Liquidity Funds, are valued at the net asset value as of the close of each business day.

 

The Directors have responsibility for determining in good faith the fair value of the investments, and the Directors may appoint others, such as the Fund’s Adviser or a valuation committee, to assist the Directors in determining fair value and to make the actual calculations pursuant to the fair valuation methodologies previously approved by the Directors. Under procedures approved by the Directors, the Fund’s Adviser has formed a Valuation Committee whose members are approved by the Directors. The Valuation Committee provides administration and oversight of the Fund’s valuation policies and procedures, which are reviewed at least annually by the Directors. These procedures allow the Fund to utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

 

The Fund has procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available. Under these procedures, the Valuation Committee convenes on a regular and ad hoc basis to review such securities and considers a number of factors, including valuation methodologies and significant unobservable valuation inputs, when arriving at fair value. The Valuation Committee may employ a market-based

 



 

approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed. The Valuation Committee employs various methods for calibrating these valuation approaches including a regular review of valuation methodologies, key inputs and assumptions, transactional back-testing or disposition analysis, and reviews of any related market activity.

 

Fair Value Measurement: Financial Accounting Standards Board (“FASB”) Accounting Standards CodificationTM (“ASC”) 820, “Fair Value Measurement” (“ASC 820”), defines fair value as the value that the Fund would receive to sell an investment or pay to transfer a liability in a timely transaction with an independent buyer in the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. ASC 820 establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in valuing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in valuing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below.

 

· Level 1 — unadjusted quoted prices in active markets for identical investments

 

· Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

· Level 3 — significant unobservable inputs including the Fund’s own assumptions in determining the fair value of investments.  Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, or the appropriate stock exchange (for exchange-traded securities), analysis of the issuer’s financial statements or other available documents and, if necessary, available information concerning other securities in similar circumstances

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities and the determination of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each security.

 

The following is a summary of the inputs used to value the Fund’s investments as of March 31, 2017.

 

Investment Type

 

Level 1
Unadjusted
quoted
prices
(000)

 

Level 2
Other
significant
observable
inputs
(000)

 

Level 3
Significant
unobservable
inputs
(000)

 

Total
(000)

 

Assets:

 

 

 

 

 

 

 

 

 

Common Stocks

 

 

 

 

 

 

 

 

 

Automobiles

 

$

16,510

 

$

 

$

 

$

16,510

 

Banks

 

50,859

 

 

 

50,859

 

Beverages

 

19,742

 

 

 

19,742

 

Capital Markets

 

16,234

 

 

 

16,234

 

Chemicals

 

7,483

 

 

 

7,483

 

Electrical Equipment

 

16,279

 

6,148

 

 

22,427

 

Electronic Equipment, Instruments & Components

 

9,098

 

 

 

9,098

 

Food & Staples Retailing

 

4,948

 

 

 

4,948

 

Food Products

 

14,154

 

 

 

14,154

 

Health Care Providers & Services

 

16,090

 

 

 

16,090

 

Hotels, Restaurants & Leisure

 

42,440

 

 

 

42,440

 

Household Durables

 

30,157

 

 

 

30,157

 

Independent Power and Renewable Electricity Producers

 

4,744

 

 

 

4,744

 

Insurance

 

17,333

 

 

 

17,333

 

Machinery

 

10,134

 

 

 

10,134

 

Media

 

18,128

 

 

 

18,128

 

Multi-Line Retail

 

 

5,014

 

 

5,014

 

Oil, Gas & Consumable Fuels

 

16,617

 

 

 

16,617

 

Personal Products

 

12,577

 

 

 

12,577

 

Pharmaceuticals

 

59,470

 

 

 

59,470

 

Real Estate Management & Development

 

21,640

 

 

 

21,640

 

Road & Rail

 

10,196

 

 

 

10,196

 

Software

 

8,337

 

 

 

8,337

 

Transportation Infrastructure

 

50,495

 

 

 

50,495

 

Total Common Stocks

 

473,665

 

11,162

 

 

484,827

 

Short-Term Investment

 

 

 

 

 

 

 

 

 

Investment Company

 

5,264

 

 

 

5,264

 

Total Assets

 

$

478,929

 

$

11,162

 

$

 

$

490,091

 

 

Transfers between investment levels may occur as the markets fluctuate and/or the availability of data used in an investment’s valuation changes. The Fund recognizes transfers between the levels as of the end of the period. As of  March 31, 2017, securities with a total value of approximately $6,148,000 transferred from Level 1 to Level 2. Securities that were valued using unadjusted quoted prices at December 31, 2016 were valued using other significant observable inputs at March 31, 2017.

 



 

Item 2.  Controls and Procedures.

 

(a) The Fund’s principal executive officer and principal financial officer have concluded that the Fund’s disclosure controls and procedures are sufficient to ensure that information required to be disclosed by the Fund in this Form N-Q was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, based upon such officers’ evaluation of these controls and procedures as of a date within 90 days of the filing date of the report.

 

(b)  There were no changes in the Fund’s internal control over financial reporting that occurred during the registrant’s fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting.

 

Item 3.  Exhibits.

 

(a) A separate certification for each principal executive officer and principal financial officer of the registrant are 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.

 

Morgan Stanley China A Share Fund, Inc.

 

/s/ John H. Gernon

 

John H. Gernon

 

Principal Executive Officer

 

May 18, 2017

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ John H. Gernon

 

John H. Gernon

 

Principal Executive Officer

 

May 18, 2017

 

 

 

/s/ Francis Smith

 

Francis Smith

 

Principal Financial Officer

 

May 18, 2017

 

 


EX-99.CERT 2 a17-9976_4ex99dcert.htm EX-99.CERT

Exhibit 99.CERT

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

 

I, John H. Gernon, certify that:

 

1.                                      I have reviewed this report on Form N-Q of Morgan Stanley China A Share Fund, Inc.;

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

 

4.                                      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

 

(a)                                 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)                                 Omitted;

 

(c)                                  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

 

(d)                                 Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                      The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)                                 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)                                 Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 18, 2017

/s/ John H. Gernon

 

John H. Gernon

 

Principal Executive Officer

 



 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Francis Smith, certify that:

 

1.                                      I have reviewed this report on Form N-Q of Morgan Stanley China A Share Fund, Inc.;

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

 

4.                                      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have:

 

(a)                                 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)                                 Omitted;

 

(c)                                  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

 

(d)                                 Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                      The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)                                 All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)                                 Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 18, 2017

/s/ Francis Smith

 

Francis Smith

 

Principal Financial Officer