CHINA FUND INC
DEFA14A, 1997-02-18
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<PAGE>
 
                                 SCHEDULE 14A
                                (RULE 14A-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
 
                           SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the registrant [X]
 
Filed by a party other than the registrant [_]
 
Check the appropriate box:
 
[_]Preliminary proxy statement            [_]CONFIDENTIAL, FOR USE OF THE
                                             COMMISSION ONLY (AS PERMITTED BY
                                             RULE 14A-6(E)(2))
[X]Definitive proxy statement
 
[X]Definitive additional materials
 
[_]Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
 
                             The China Fund, Inc.
             -----------------------------------------------------
               (Name of Registrant as Specified in Its Charter)
 
             -----------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
 
Payment of filing fee (Check the appropriate box):
 
[X]No fee required.
 
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.
 
  (1) Title of each class of securities to which transaction applies:
 
  (2) Aggregate number of securities to which transactions applies:
 
  (3) Per unit price or other underlying value of transaction computed
      pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
      filing fee is calculated and state how it was determined):
 
  (4) Proposed maximum aggregate value of transaction:
 
  (5) Total fee paid:
 
[_]Fee paid previously with preliminary materials:
 
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
   0-11(a)(2) and identify the filing for which the offsetting fee was paid
   previously. Identify the previous filing by registration statement number,
   or the form or schedule and the date of its filing.
 
  (1) Amount previously paid:
 
  (2) Form, Schedule or Registration Statement no.:
 
  (3) Filing party:
 
  (4) Date filed:
<PAGE>
 
                             THE CHINA FUND, INC.
 
                             c/o HSBC James Capel
                                250 Park Avenue
                           New York, New York 10177
 
                                                              February 18, 1997
 
Dear Stockholders:
 
  The Annual Meeting of Stockholders of The China Fund, Inc. (the "Fund") will
be held at 10:00 A.M. on Friday, March 14, 1997, at the San Diego Marriott,
701 A Street, San Diego, California 92101. A Notice and Proxy Statement
regarding the meeting, proxy card for your vote at the meeting, and postage
prepaid envelope in which to return your proxy are enclosed.
 
  At the Annual Meeting, the stockholders will (i) elect a class of the Fund's
directors and (ii) consider the ratification of the selection of KPMG Peat
Marwick L.L.P. as independent auditors. In addition, the stockholders present
at the Annual Meeting will hear a report on the Fund and will have an
opportunity to discuss matters of interest to them.
 
  The Board has recommended that the stockholders vote in favor of each of the
foregoing matters.
 
                                         Respectfully,
 
                                         /s/ Thomas R. Callahan

                                         Thomas R. Callahan
                                         Secretary
 
 STOCKHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
 ENVELOPE TO INSURE A QUORUM AT THE MEETING.
<PAGE>
 
                             THE CHINA FUND, INC.
 
                 NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
 
                                MARCH 14, 1997
 
To the Stockholders of
The China Fund, Inc.:
 
  NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The China
Fund, Inc. (the "Fund") will be held at the San Diego Marriott, 701 A Street,
San Diego, California 92101, on Friday, March 14, 1997, at 10:00 A.M., local
time, for the following purposes:
 
  1. To elect three Class I directors to serve for a term expiring on the
     date on which the annual meeting of stockholders is held in 2000.
 
  2. To ratify or reject the selection of KPMG Peat Marwick L.L.P. as
     independent auditors of the Fund for its fiscal year ending October 31,
     1997.
 
  3. To transact such other business as may properly come before the meeting
     or any adjournments thereof.
 
  The Board of Directors has fixed the close of business on January 31, 1997
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting or any adjournments thereof.
 
  You are cordially invited to attend the meeting. Stockholders who do not
expect to attend the meeting in person are requested to complete, date and
sign the enclosed form of proxy and return it promptly in the envelope
provided for that purpose. You may nevertheless vote in person at the meeting
if you choose to attend. The enclosed proxy is being solicited by the Board of
Directors of the Fund.
 
                                          By order of the Board of Directors,

                                          /s/ Thomas R. Callahan

                                          Thomas R. Callahan
                                          Secretary
 
February 18, 1997
<PAGE>
 
 
                                THE CHINA FUND
                             C/O HSBC JAMES CAPEL
                                250 PARK AVENUE
                           NEW YORK, NEW YORK 10177
 
                                 ------------
 
                                PROXY STATEMENT
                                 ------------
 
                                 INTRODUCTION
 
  This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of THE CHINA FUND, INC. (the "Fund") for use
at the Annual Meeting of Stockholders, to be held at the San Diego Marriott,
701 A Street, San Diego, California 92101, on Friday, March 14, 1997, at 10:00
A.M., local time, and at any adjournments thereof.
 
  This Proxy Statement and the form of proxy are being mailed to stockholders
on or about February 18, 1997. Any stockholder giving a proxy has the power to
revoke it by mail (addressed to the Secretary, The China Fund, Inc., c/o HSBC
James Capel, 250 Park Avenue, New York, New York 10177) or in person at the
meeting, by executing a superseding proxy or by submitting a notice of
revocation to the Fund. All properly executed proxies received in time for the
meeting will be voted as specified in the proxy or, if no specification is
made, for each proposal referred to in this Proxy Statement. Abstentions and
broker non-votes are each included in the determination of the number of
shares present and voting at the meeting.
 
  The Board of Directors has fixed the close of business on January 31, 1997
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting and at any adjournments thereof. Stockholders on
the record date will be entitled to one vote for each share held, with no
shares having cumulative voting rights. As of the record date, the Fund had
outstanding 10,844,937.459 shares of common stock. To the knowledge of the
Fund's management, no person owned beneficially more than 5% of the Fund's
outstanding shares as of January 31, 1997.
 
  Management of the Fund knows of no business other than that mentioned in
Items 1 and 2 of the Notice of Meeting which will be presented for
consideration at the meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
 
  THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED OCTOBER 31, 1996 TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE BY WRITING TO THE CHINA FUND,
INC., C/O DEWE ROGERSON INC., 850 THIRD AVENUE, NEW YORK, NEW YORK 10022,
ATTENTION: MARISSA L. MORETTI, OR BY CALLING (888) CHN-CALL.
 
  The Board recommends that the stockholders vote in favor of each of the
matters mentioned in Items 1 and 2 of the Notice of Meeting.
 
                                       1
<PAGE>
 
                           (1) ELECTION OF DIRECTORS
 
  Persons named in the accompanying form of proxy intend in the absence of
contrary instructions to vote all proxies for the election of Mr. John W.
English, Mr. Bernard H. Asher, and Sir Alan Donald as Class I directors of the
Fund, to serve for a term expiring on the date on which the Annual Meeting of
Stockholders is held in 2000, or until their successors are elected and
qualified. If any such nominee should be unable to serve, an event not now
anticipated, the proxies will be voted for such person, if any, as shall be
designated by the Board of Directors to replace any such nominee. The election
of each director will require the affirmative vote of a majority of the votes
cast at the meeting. For this purpose, abstentions and broker non-votes will
not be counted as votes cast at the meeting.
 
INFORMATION CONCERNING NOMINEES AND MEMBERS OF THE BOARD OF DIRECTORS
 
  The following table sets forth information concerning each of the nominees
as a director of the Fund. Each of the nominees is a current director of the
Fund.
 
NOMINEES
<TABLE>
<CAPTION>
                                PRINCIPAL OCCUPATION OR                     SHARES
                                 EMPLOYMENT DURING PAST                  BENEFICIALLY
                                     FIVE YEARS AND                         OWNED
     NAME (AGE) AND                 DIRECTORSHIPS IN            DIRECTOR   JANUARY 31, PERCENT
  ADDRESS OF DIRECTOR           PUBLICLY HELD COMPANIES          SINCE       1997(1)  OF CLASS
- ------------------------ -------------------------------------- -------- ------------ ---------
<S>                      <C>                                    <C>      <C>          <C>
John W. English (63)     Chairman of the Board of the Fund;       1992      4,034     less than
50-H New England Avenue   Vice President and Chief Investment                             1%
Summit, New Jersey        Officer, The Ford Foundation (1981-
07902-0640                1992);
                          Director, The Northern Trust Company
                          Benchmark Funds; Director, Great
                          Western Financial Sierra Funds.
*Bernard H. Asher (60)   President of the Fund; Executive         1996       None        --
c/o HSBC Investment       Director of HSBC Holdings plc;
Bank plc, 2/F,            Director, Midland Bank plc; Director,
10 Lower Thames Street    Remy Cointreau; Governor of The
London, EC3R 6AE          London School of Economics and St.
United Kingdom            George's NHS Hospital Trust.
Sir Alan Donald (65)     British Ambassador to the People's       1992       None        --
Chiddingstone Causeway    Republic of China (1988-1991);
Nr. Tonbridge             Director, HSBC China Fund Limited;
Kent, TN11 8JH            Director, Fleming Far Eastern
United Kingdom            Investment Trust; Adviser, Rolls
                          Royce plc.
OTHER CURRENT DIRECTORS
Michael F. Holland (52)  Chairman, Holland & Company L.L.C.       1992      1,011     less than
375 Park Avenue           (1995-present); General Partner, The                            1%
New York, New York 10152  Blackstone Group (1994-1995); Vice
                          Chairman, Oppenheimer & Co. Inc.
                          (1992-1994); Chairman and Chief
                          Executive Officer, Salomon Brothers
                          Asset Management, Inc. (1989-1992);
                          Managing Director, Salomon Brothers
                          Inc. (1989-1992); Director, The
                          Holland Balanced Fund, Inc.;
                          Director, Municipal Partner's Fund,
                          Inc.;
                          Director, Municipal Partners Fund II,
                          Inc.; Director, Municipal Advantage
                          Fund, Inc.
</TABLE>
 
                                       2
<PAGE>
 
<TABLE>
<CAPTION>
                                PRINCIPAL OCCUPATION OR                     SHARES
                                 EMPLOYMENT DURING PAST                  BENEFICIALLY
                                     FIVE YEARS AND                         OWNED
     NAME (AGE) AND                 DIRECTORSHIPS IN            DIRECTOR JANUARY 30,  PERCENT OF
   ADDRESS OF NOMINEE           PUBLICLY HELD COMPANIES          SINCE     1997 (1)     CLASS
- ------------------------ -------------------------------------- -------- ------------ ----------
<S>                      <C>                                    <C>      <C>          <C>
Burton Levin (66)        Visiting Professor Carleton College      1992       348      less than
c/o Political Science     (1995-present); Director, The Asia                               1%
Dept.                     Society (1990-1995); U.S. Ambassador
Carleton College          to Burma (1987-1990); Director,
Northfield, MN 55057      Yaohan Food.
James J. Lightburn (53)  Attorney, member of Hughes Hubbard &     1992       500       less than
47, Avenue Georges        Reed (1993-present); member of Jones,                           1%
Mandel                    Day, Reavis & Pogue (1986-1993).
Paris, France 75116
*David F.J. Paterson     Managing Director, HSBC Private Equity   1992      1,000     less than
(52)                      Management Hong Kong Limited (1992-                              1%
c/o HSBC Private Equity   present); Managing Director, HSBC
Management Hong           Private Equity Management Limited;
Kong Limited              Director, The HSBC China Fund
10/F Citibank Tower       Limited; Adviser, Wardley China
3 Garden Road, Hong Kong  Investment Trust.
Joe O. Rogers (48)       President, Rogers International, Inc.    1992       275      less than
c/o Rogers Internation-   (1986-present); Partner, PHH Fantus                              1%
al, Inc. 1 North Park     Consulting (1993-1996); Partner,
Drive                     Alcalde, Rousselot & Fay (1992-1993);
Suite 102                 Director, The Taiwan Fund, Inc.
Hunt Valley, MD
21030
Alan Tremain (61)        Chairman, Hotels of Distinction          1992      2,200     less than
380 South Country Road    Ventures, Inc. (1989-present);                                   1%
Suite 200                 Chairman, Hotels of Distinction, Inc.
Palm Beach, Florida       (1974-present).
33480
Nigel S. Tulloch (50)    Chief Executive, HSBC Asset Management   1992      2,000     less than
7 Circle, Dalkeith        Bahamas Limited (1986-1992);                                     1%
Perth,                    Director, The HSBC China Fund
Western Australia 6009    Limited.
</TABLE>
- --------
(1) The information as to beneficial ownership is based on statements furnished
    to the Fund by the nominees and other current directors.
*  Directors considered to be "interested persons" (as defined in the
   Investment Company Act of 1940, as amended) of the Fund or of the Fund's
   investment advisers. Mr. Asher is an interested person because of his
   affiliation with HSBC Asset Management, the parent of HSBC Asset Management
   Hong Kong Limited, the Fund's Investment Manager. Mr. Paterson is an
   interested person because of his affiliation with HSBC Private Equity
   Management Hong Kong Limited, the Fund's Direct Investment Manager.
 
                                       3
<PAGE>
 
  The Fund's Board of Directors has an Audit Committee which is responsible for
reviewing financial and accounting matters. The current members of the Audit
Committee are Messrs. Donald, English, Holland, Levin, Lightburn, Rogers,
Tremain and Tulloch. The Audit Committee met four times during the fiscal year
ended October 31, 1996. The Fund's Board has a Nominating Committee, comprised
of the current members of the Audit Committee, which is responsible for
nominating candidates to fill any vacancies on the Board. The Nominating
Committee does not consider nominees recommended by security holders. The
Nominating Committee met twice during the fiscal year ended October 31, 1996.
The Fund's Board of Directors held four regular meetings and three special
meetings during the fiscal year ended October 31, 1996. Each director attended
at least seventy-five percent of the aggregate number of meetings of the Board
and any committee on which he served.
 
  Section 16(a) of the Securities Exchange Act of 1934 requires the Fund's
officers and directors, and persons who own more than ten percent of a
registered class of the Fund's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the
New York Stock Exchange, Inc. The Fund believes that its officers and directors
have complied with all applicable filing requirements for the fiscal year ended
October 31, 1996. Section 30(f) of the Investment Company Act of 1940 extends
the reporting requirements under Section 16(a) of the Securities Exchange Act
of 1934 to the investment advisers of the Fund and the officers and directors
of such investment advisers. The Fund believes that its investment advisers and
the officers and directors of such investment advisers have complied with all
applicable filing requirements for the fiscal year ended October 31, 1996,
except that the Form 3 -- Initial Statement of Beneficial Ownership of
Securities for Mr. Bernard H. Asher was inadvertently filed late by the
management of the Fund, which had undertaken to file the form on his behalf.
 
OFFICERS OF THE FUND
 
  Mr. Thomas R. Callahan (age 50) has been Secretary and Treasurer of the Fund
since July 1992 and Vice President of the Fund since June 1993. Since April
1991, he has been a Managing Director of HSBC Securities, Inc. (formerly James
Capel Incorporated) and previously was a Managing Director of Wardley
Incorporated.
 
FUND MANAGEMENT AND ADMINISTRATION
 
  HSBC Asset Management Hong Kong Limited acts as Investment Manager for the
portion of the Fund's assets allocated for investment in listed securities
pursuant to an Investment Advisory and Management Agreement between the
Investment Manager and the Fund. The principal business address of the
Investment Manager is 10/F Citibank Tower, 3 Garden Road, Hong Kong.
 
  HSBC Private Equity Management Hong Kong Limited acts as Direct Investment
Manager for the portion of the Fund's assets allocated for investment in direct
investments pursuant to a Direct Investment Management Agreement among the
Direct Investment Manager, the Investment Manager and the Fund. The principal
business address of the Direct Investment Manager is 10/F Citibank Tower, 3
Garden Road, Hong Kong.
 
  State Street Bank and Trust Company acts as Administrator to the Fund
pursuant to an Administration Agreement between the Administrator and the Fund.
The principal business address of the Administrator is P.O. Box 1713, Boston,
Massachusetts 02105.
 
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS
 
  The aggregate remuneration for directors not affiliated with the Investment
Manager or the Direct Investment Manager was US$152,250 during the year ended
October 31, 1996 and, for that period, the aggregate amount of expenses
reimbursed by the Fund for directors' attendance at
 
                                       4
<PAGE>
 
directors' meetings, including affiliated directors, was US$115,634. Each non-
affiliated director currently receives fees, paid by the Fund, of US$1,000 for
each directors' meeting and committee meeting attended and an annual fee of
US$7,500. The Chairman of the Fund receives an additional annual fee of
US$5,000.
 
  The Direct Investment Manager pays the compensation and certain expenses of
the personnel of the Direct Investment Manager who serve as directors and
officers of the Fund and receives from the Investment Manager a portion of the
investment advisory fee paid by the Fund to the Investment Manager. Mr.
Paterson also serves as the Managing Director, and is a 25% owner, of the
Direct Investment Manager and may participate in the fees paid to that firm,
although the Fund will make no direct payments to him.
 
  The following table sets forth the aggregate compensation from the Fund paid
to each director during the fiscal year ended October 31, 1996. The Investment
Manager and its affiliates do not advise any other U.S. registered investment
companies of which any of the directors of the Fund are directors or trustees.
 
<TABLE>
<CAPTION>
                                                  AGGREGATE
                                                 COMPENSATION
           NAME OF DIRECTOR                      FROM FUND(1)
           ----------------                      ------------
           <S>                                   <C>
           John W. English......................   $21,500
           Bernard H. Asher*....................       --
           Ian C. Ferguson(2)...................       --
           Sir Alan Donald......................   $17,500
           Michael F. Holland...................   $21,500
           Burton Levin.........................   $19,500
           James J. Lightburn...................   $20,500
           David F.J. Paterson*.................       --
           Joe O. Rogers........................   $20,500
           Alan Tremain.........................   $21,500
           Nigel S. Tulloch.....................   $ 9,750
</TABLE>
 
- --------
(1) Includes compensation paid to directors by the Fund. The Fund's directors
    did not receive any pension or retirement benefits as compensation for
    their service as directors of the Fund.
 
(2) Mr. Ferguson resigned as director of the Fund on February 8, 1996. Mr.
    Ferguson was an "interested person" of the Fund and did not receive any
    compensation from the Fund for his services as director prior to his
    resignation.
 
*  Messrs. Asher and Paterson, who are "interested persons" of the Fund, did
   not receive any compensation from the Fund for their services as directors
   during the fiscal year ended October 31, 1996.
 
                  (2) RATIFICATION OR REJECTION OF SELECTION
                            OF INDEPENDENT AUDITORS
 
  At a meeting held on December 12, 1996, the Board of Directors of the Fund,
including a majority of the directors who are not "interested persons" of the
Fund (as defined in the Investment Company Act of 1940, as amended), selected
KPMG Peat Marwick L.L.P. to act as independent auditors for the Fund for the
fiscal year ending October 31, 1997. The Fund knows of no direct financial or
material indirect financial interest of such firm in the Fund. One or more
representatives of KPMG Peat Marwick L.L.P. are expected to be present at the
meeting and will have an opportunity to make a statement if they so desire.
Such representatives are expected to be available to respond to appropriate
questions from stockholders.
 
                                       5
<PAGE>
 
  The Fund's financial statements for the fiscal year ended October 31, 1996
were examined by KPMG Peat Marwick L.L.P.. In connection with its audit
services, KPMG Peat Marwick L.L.P. audited the financial statements included
in the Fund's annual report for the period ended October 31, 1996 and reviewed
the Fund's filings with the Securities and Exchange Commission.
 
  The selection of independent auditors is subject to the ratification or
rejection of the stockholders of the Fund at the meeting. Ratification of the
selection of the independent auditors will require the affirmative vote of a
majority of the votes cast at the meeting. For this purpose, abstentions and
broker non-votes will not be counted as votes cast at the meeting.
 
                                 MISCELLANEOUS
 
  Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of the
Administrator. The Fund has retained Corporate Investor Communications, Inc.
to assist in the proxy solicitation. The cost of their services is estimated
at US$4,500. The expenses connected with the solicitation of these proxies and
with any further proxies which may be solicited by the Fund's officers or
agents in person, by telephone or by telegraph will be borne by the Fund. The
Fund will reimburse banks, brokers, and other persons holding the Fund's
shares registered in their names or in the names of their nominees for their
expenses incurred in sending proxy material to and obtaining proxies from the
beneficial owners of such shares.
 
  In the event that sufficient votes in favor of any proposal set forth in the
Notice of this meeting are not received by March 14, 1997, the persons named
as attorneys in the enclosed proxy may propose one or more adjournments of the
meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the shares
present in person or by proxy at the session of the meeting to be adjourned.
The persons named as proxies in the enclosed proxy will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
proposal for which further solicitation of proxies is to be made. They will
vote against any such adjournment those proxies required to be voted against
such proposal. The costs of any such additional solicitation and of any
adjourned session will be borne by the Fund.
 
                             STOCKHOLDER PROPOSALS
 
  Any proposal by a stockholder of the Fund intended to be presented at the
Annual Meeting of Stockholders of the Fund to be held in March 1998 must be
received by the Fund, c/o HSBC James Capel, 250 Park Avenue, New York, New
York 10177, not later than November 17, 1997.
 
                                          By order of the Board of Directors,
 
                                          /s/ Thomas R. Callahan

                                          Thomas R. Callahan
                                          Secretary
 
250 Park Avenue
New York, New York 10177
February 18, 1997
 
                                       6
<PAGE>
 
                             THE CHINA FUND, INC.

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                ANNUAL MEETING OF STOCKHOLDERS - MARCH 14, 1997


The undersigned stockholder of The China Fund, Inc. (the "Fund") hereby appoints
Thomas R. Callahan and Glenn Francis, or either of them, proxies of the
undersigned, with full power of substitution to vote and to act for and in the
name and stead of the undersigned at the Annual Meeting of Stockholders of the
Fund, to be held at the San Diego Marriott, 701 A Street, San Diego, California
92101 at 10:00 a.m. local time, and at any and all adjournments thereof,
according to the number of votes the undersigned would be entitled to cast if
personally present.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
INSTRUCTIONS GIVEN BY THE STOCKHOLDERS, BUT IF NO INSTRUCTIONS ARE GIVEN, THIS
PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1 AND 2 SET FORTH IN THIS PROXY. THE
UNDERSIGNED HEREBY REVOKES ANY AND ALL PROXIES WITH RESPECT TO SUCH SHARES
HERETOFORE GIVEN BY THE UNDERSIGNED. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE
PROXY STATEMENT DATED FEBRUARY 14, 1997.

          ----------------------------------------------------------
          PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY 
                         USING THE ENCLOSED ENVELOPE.
          ----------------------------------------------------------

Please sign this proxy exactly as your name(s) appear(s) on the books of the
Fund. Joint owners should each sign personally. Trustees and other fiduciaries
should indicated the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, the signature should be that of
           an authorized officer who should state his or her title.
           --------------------------------------------------------

HAS YOUR ADDRESS CHANGED?                    DO YOU HAVE ANY COMMENTS?

- ----------------------------------           -----------------------------------

- ----------------------------------           -----------------------------------

- ----------------------------------           -----------------------------------




<PAGE>


[X] PLEASE MARK VOTES
    AS IN THIS EXAMPLE

- ----------------------
 THE CHINA FUND, INC.
- ----------------------

RECORD DATE SHARES:

                1. The election of Class I Directors to 
                   serve a term expiring on the date on 
                   which the annual meeting is held in 
                   2000.
                                                                 With-   For All
                              MR. JOHN W. ENGLISH         For    hold    Except
                             MR. BERNARD H. ASHER
                                SIR ALAN DONALD          [   ]   [   ]   [   ]

                   If you do not want your shares voted "For" a particular
                   nominee, mark the "For All Except" box and strike a line
                   through that particular nominee's name. Your shares will be
                   voted for the remaining nominee(s).

                                                                                
                2. The ratification of the selection of   For   Against Abstain
                   KPMG Peat Marwick L.L.P. as independ-
                   ent auditors of the Fund for its      [   ]   [   ]   [   ]
                   fiscal year ending October 31, 1997.



Please be sure to sign and date this Proxy.    DATE     
                                                        

                                        Mark box at right if an address  [   ]
                                        change or comment has been noted 
                                        on the reverse side of this card.



   Stockholder sign here              Co-owner sign here



DETACH CARD                                                          DETACH CARD

                             THE CHINA FUND, INC.

Dear Shareholder, 

Please take note of the important information enclosed with this proxy card. 
There are a number of issues related to the management and operation of your 
Fund that require your immediate attention and approval. These are discussed in 
detail in the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your stock.

Please mark the boxes on this proxy card to indicate how your stock will be 
voted. Then sign the card, detach it and return it in the enclosed postage paid 
envelope.

Your vote must be received prior to the Annual Meeting of Stockholders, which is
scheduled to be held on March 14, 1997.

Thank you in advance for your prompt consideration of these matters.


Sincerely,

The China Fund, Inc.


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