The China Fund, Inc. Announces Changes to its Discount Management Program
Boston, Massachusetts, September 27, 2023
The Board of Directors (the “Board”) of The China Fund, Inc. (NYSE: CHN) (the “Fund”) has appointed Citigroup Global Markets Inc. (the “Program Manager”) to serve as its agent and broker for purposes of implementing the Fund's Discount Management Program (the “Program”).
The Program provides that the Fund may repurchase annually up to 10% of its common shares outstanding as of the close of business on October 31st of the prior year in open market transactions when such shares are trading above a specified discount threshold in accordance with the procedures and parameters (the “Share Purchase Procedures”) adopted by the Board. The Board may amend the Share Purchase Procedures, including the discount threshold, from time to time without prior notice, when it believes such amendment is in the best interest of the Fund and its shareholders. The Share Purchase Procedures, including any amendments thereto, are designed to comply with the conditions set forth in Rule 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”), which generally provides issuers, such as the Fund, with a safe harbor from liability for market manipulation when they repurchase their common stock in the open market in accordance with the conditions of the Rule. Any repurchases made pursuant to the Program will be made on a national securities exchange at the prevailing market price, subject to exchange requirements. The Fund's share repurchase activity pursuant to the Program will be disclosed in its shareholder report for the relevant fiscal period.
The Program is intended to enhance shareholder value by purchasing Fund shares trading at a discount from their net asset value (“NAV”) per share, which could result in incremental accretion to the Fund's NAV. However, there is no assurance that share repurchases executed pursuant to the Program will be effective at reducing any discount in the open market price of Fund shares. There is also no assurance that the Fund will purchase shares at any particular discount levels or in any particular amounts, and the Fund may commence purchasing shares pursuant to the Program or suspend the Program at any time with or without prior notice. In addition, the Fund's ability to purchase its shares may be limited due to reasons beyond the control of the Fund, including due to regulatory requirements or other legal considerations or adverse market conditions. The Board regularly monitors the effectiveness of the Program and may modify the Share Purchase Procedures, consistent with applicable law, at any time when it believes such modification to be in the best interest of the Fund and its shareholders. The Board also may elect, at any time, to take actions other than open market purchases pursuant to the Program to seek to address the value of shareholder investments.
As noted in its January 24, 2023 press release, the Board has also adopted a conditional performance tender offer policy pursuant to which the Fund intends to conduct a performance tender offer for up to twenty-five percent the Fund's outstanding shares on or before March 31, 2028, and on each fifth-year anniversary thereafter, if the Fund's investment performance does not equal or exceed that of the Fund's performance benchmark, the MSCI China All Shares Index, 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 Program's operation will be halted temporarily (for the period between the announcement of the tender offer and 10 business days after its termination date) in connection with a tender offer pursuant to the Performance Policy. The Fund will seek to notify shareholders in advance of any such halt when reasonably practicable.
The Fund is a closed-end management investment company with an objective to seek long-term capital appreciation by investing primarily in equity securities (i) of companies for which the principal securities trading market is 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 revenue 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's investment manager is Matthews International Capital Management, LLC.
You should consider the Fund's investment objectives, risks, and charges and expenses carefully before you invest. For further information regarding the Fund, please call (888)-CHN-CALL or visit the Fund's website at www.chinafundinc.com.
This announcement contains certain statements that may be deemed to constitute “forward-looking statements” within the meaning of certain provisions of the Securities Act of 1933 and Exchange Act with respect to the Fund›s future financial or business performance, strategies or expectations. Although the Fund believes that any forward-looking statements included herein are reasonable, it cautions that such statements are subject to numerous assumptions, risks and uncertainties, which change over time and ultimately may prove to be incorrect. Forward-looking statements speak only as of the date they are made or the date of this press release, and the Fund does not undertake to update any forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.
This announcement is not a recommendation, an offer to purchase, or a solicitation of an offer to sell shares of the Fund. The Fund has not commenced the tender offer described in this announcement. Any such tender offer will be made only by an offer to purchase, a related letter of transmittal and other documents filed with the U.S. Securities and Exchange Commission (“SEC”) as exhibits to a tender offer statement on Schedule TO, with all such documents available on the SEC›s website at www.sec.gov. For any tender offer, the Fund will also make available to shareholders without charge the offer to purchase and the letter of transmittal. Shareholders should read these documents carefully, as they will contain important information about the tender offer.
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