Filing Details

 

(Name of Issuer)

 

 

(CUSIP Number)

 

 

 

December 7, 2018

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 ☐.

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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
			4,335,711
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,335,711
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,335,711
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.6%
14	TYPE OF REPORTING PERSON*
	IA

 

The China Fund, Inc.

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.

 

The names of the directors and executive officers of CLIG and their business addresses and present principal occupation or employment are set forth below.  If no business address is given, the business address of such director or executive officer is c/o City of London Investment Group PLC, 77 Gracechurch Street, London EC3V 0AS, England.

Barry Aling	Non-Executive Chairman
Barry Olliff	Chief Executive Officer
Susannah Nicklin	Non-Executive Director
Mark Driver	Non-Executive Director
Jane Stabile	Non-Executive Director
Mark Dwyer	Executive Director
Tracy Rodrigues	Executive Director
Thomas Griffith	Executive Director

The names of the directors and executive officers of CLIM and their business addresses and present principal occupation or employment are set forth below.  If no business address is given, the business address of such director or executive officer is c/o City of London Investment Management Limited, 77 Gracechurch Street, London EC3V 0AS, England.

 

Dear Gary,

We are writing to ensure that our views are clear with respect to The China Fund's ("the Fund") press release of December 7, 2018.

We note that Fund Stockholders approved Matthews International Capital Management, LLC ("Matthews Asia") as Investment Manager of the Fund. We view this as a positive step forward in addressing one of several problems that have long faced the Fund.

The good news is that we believe the Fund is on a course where the worst of its Corporate Governance problems can be remedied. The Fund's Corporate Governance standards were poor in calendar year 2017, and we point to the Board's proposal to instate Open Door Investment Management Ltd. as Investment Manager as a tangible example of that view.  When the Board moved ahead to sue City of London and our CEO, alleging that our decision to submit a 14a-8 proposal to terminate the Investment Manager was fraudulent, a new low in closed-end fund Corporate Governance was reached.  We subsequently were forced to fight a long and expensive battle to protect all Stockholders' interests (not only our clients' interests).

We are now determined to finish the job we began in 2017 when it comes to improving the Corporate Governance standards of this Fund. As stated in our letter of November 13, 2018, we believe the current Board has failed to go far enough to send a clear message that the standards have changed sufficiently.

Specifically, we believe:

●	The limit for total Directors' fees and expenses should have been set at $300,000 rather than $375,000.

 

●	The Discount Management Program should have an explicit target level and that it should be a figure under 10% rather than being an unstated or flexible level.

 

●	An investment performance target should be set at 2.0% (annualized) above the Fund's benchmark index, net of Fund-level expenses, over a 5-year period.

 

●	The number of Directors should be capped at 5 because we believe fewer Directors could be beneficial to Stockholders.

 

●	The Fund should announce the termination of the existing agreement with current Fund Counsel. We expect the transition will be completed by March 1, 2019.

For the reasons outlined above, at the next AGM and at any subsequent AGM, we intend to vote against any Director who was on the Board on December 1, 2017. We suggest that all Stockholders should not want to employ a Director who would sue a Stockholder without merit.

Sincerely,

Jeremy Bannister

Director, Corporate Governance