Filing Details
- Accession Number:
- 0001072613-17-000371
- Form Type:
- 13D Filing
- Publication Date:
- 2017-06-28 16:05:12
- Filed By:
- City Of London Investment Group Plc
- Company:
- China Fund Inc (NYSE:CHN)
- Filing Date:
- 2017-06-28
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| City of London Investment Group PLC, (CLIG) a company incorporated under the laws of England and Wales | 0 | 3,909,903 | 0 | 3,909,903 | 3,909,903 | 24.9% |
| City of London Investment Management Company Limited (CLIM), a company incorporated under the laws of England and Wales | 0 | 3,909,903 | 0 | 3,909,903 | 3,909,903 | 24.9% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
The China Fund, Inc.
(Name of Issuer)Common Stock, par value $.01 per share
(Title of Class of Securities)169373107
(CUSIP Number)Thomas Griffith
c/o City of London Investment Management Company Limited
77 Gracechurch Street, London, UK EC3V 0AS
+44 207 711 0771
June 28, 2017
(Date of Event Which Requires Filing of This Statement)If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box ☐.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information, which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| 1 | NAMES OF REPORTING PERSONS | | | ||
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | | | |||
| City of London Investment Group PLC, (CLIG) a company incorporated under the laws of England and Wales. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS* | | | ||
| OO | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| England and Wales | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 3,909,903 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 3,909,903 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,909,903 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 24.9% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON* | | | ||
| HC | | | |||
| | | ||||
| 1 | NAMES OF REPORTING PERSONS | | | ||
| S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS | | | |||
| City of London Investment Management Company Limited (CLIM), a company incorporated under the laws of England and Wales. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☐ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS* | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| England and Wales | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 3,909,903 | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 3,909,903 | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,909,903 | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 24.9% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON* | | | ||
| IA | | | |||
| | | ||||
Item 1(a). Name of Issuer:
The China Fund, Inc.
The principal executive offices of the Fund are located at:
The China Fund, Inc.
c/o State Street Bank and Trust Co.
2 Avenue de Lafayette, 6th Floor
P. O. Box 5049
Boston Massachusetts 02206-5049
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Considerations.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
June 28, 2017
CITY OF LONDON INVESTMENT GROUP PLC
/ s / Thomas Griffith
Name: Thomas Griffith
Title: Director
CITY OF LONDON INVESTMENT
MANAGEMENT COMPANY LIMITED
/ s / Thomas Griffith
Name: Thomas Griffith
Title: Director
Exhibit A
June 28, 2017
Mr. Joe O. Rogers, Chairman
The China Fund, Inc.
2477 Foxwood Drive
Chapel Hill, NC 27514
Dear Mr. Rogers,
City of London Investment Management Company Limited ("City of London") is, on behalf of our clients, a long-term investor in The China Fund, Inc. ("the Fund"). We are responding to the Board's announcement on June 20, 2017, of "an adjournment of the [Special Stockholders] Meeting to allow additional time to cast votes on the proposed Investment Advisory and Management Agreement and the proposed Direct Investment Management Agreement, each between the Fund and Open Door Investment Management Ltd."
In our letter dated April 27, 2017, and included as an Exhibit to our Schedule 13D filing on the same date, we said we would not support Open Door Investment Management Ltd. ("Open Door") as Investment Manager of the Fund. The principals of Open Door are the same two individuals who were the most senior members of the investment team whose actions were at the core of the SEC Administrative Proceeding during their previous tenure as the Investment Manager of The China Fund, Inc. (https://www.sec.gov/litigation/admin/2014/ic-31066.pdf).
Stockholders now have the opportunity to reconsider votes previously cast in favor of Open Door. By changing their votes to 'AGAINST' Open Door, Stockholders could push the Fund closer to liquidation. As previously stated, if Open Door is approved we would intend to submit a 14a-8 proposal to terminate the investment management contract prior to the deadline of September 21, 2017.
Sincerely
Jeremy Bannister
Director, Corporate Governance