BOSTON , Sept. 27,
2023 /PRNewswire/ -- 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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SOURCE The China Fund, Inc.
