The China Fund Inc. Announces Adoption of Conditional Performance Tender Offer Policy
Boston, January 24, 2023
The Board of Directors (the “Board”) of The China Fund , Inc. (NYSE: CHN) (the “Fund”) announces that it has unanimously approved the adoption of a policy pursuant to which the Fund intends to conduct a performance tender offer for up to twenty-five percent (25%) of the Fund’s then-issued and outstanding shares of common stock on or before March 31, 2028, and on each fifth-year anniversary thereafter, if the Fund’s investment performance1 does not equal or exceed that of the Fund’s performance benchmark, the MSCI China All Shares Index2, for the period commencing on January 1, 2023 and ending on December 31, 2027 (and for each five-year performance period thereafter) (the “Performance Policy”). The offer size, price at which shares are to be tendered, and other terms and conditions of such performance tender offer would be determined by the Board in its discretion based on its review and consideration of market conditions at that time and any other factors it deems relevant.
The Board would proceed with a performance tender offer pursuant to the Performance Policy only to the extent it would be consistent with the best interests of the Fund and its shareholders under then-current circumstances. The Board will not eliminate or materially modify the Performance Policy without first notifying the Fund’s shareholders.
The Board’s adoption of the Performance Policy does not affect the continued administration of the Fund’s Discount Management Program.3
The Fund is a closed-end management investment company with the objective of seeking long-term capital appreciation by investing primarily in equity securities (i) of companies for which the principal securities trading market is in the People’s Republic of China (“China”), or (ii) of companies for which the principal securities trading market is outside of China, or constituting direct equity investments in companies organized outside of China, that in both cases derive at least 50% of their revenues from goods and services sold or produced, or have at least 50% of their assets, in China. While the Fund is permitted to invest in direct equity investments of companies organized in China, it presently holds no such investments. The Fund is listed on the New York Stock Exchange under the ticker symbol “CHN.” The Fund’s investment manager is Matthews International Capital Management, LLC.
For further information regarding the Fund and the Fund’s holdings, please call (888)-CHN-CALL or visit the Fund’s website at www.chinafundinc.com.
1 For these purposes, the Fund›s investment performance means its total investment returns for the period based on changes in its net asset value.
2The MSCI All Shares Index captures large- and mid-cap representation across China A–shares, B–shares, H–shares, Red–chips, P–chips and foreign listings (e.g., ADRs). The Index aims to reflect the opportunity set of China share classes listed in Hong Kong, Shanghai, Shenzhen and outside of China. It is based on the concept of the integrated MSCI China equity universe with China A-shares included.
3The Fund›s Discount Management Program will be halted temporarily in advance of a dividend payment or in connection with a tender offer and may be halted, from time to time, for other reasons. With respect to dividend payments, the Discount Management Program will be halted only for the period between the declaration date and ex-date of a dividend. With respect to tender offers, including any future performance tender offer, the Discount Management Program will be halted only for the period between the announcement of the tender offer and 10 business days after its termination date. The Fund endeavours to notify stockholders in advance of any such temporary halt to the extent possible.
Back to Company Announcements