<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1998
SECURITIES ACT FILE NO.
INVESTMENT COMPANY ACT FILE NO. 811-6672
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2
REGISTRATION STATEMENT [ ]
UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. [ ]
AND/OR
REGISTRATION STATEMENT [ ]
UNDER
THE SECURITIES ACT OF 1940
AMENDMENT NO. 6 [X]
(Check appropriate box or boxes)
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THE CHINA FUND, INC.
(Exact Name of Registrant as Specified in Charter)
C/O HSBC
JAMES CAPEL
140 BROADWAY, 5TH FLOOR
NEW YORK, NEW YORK 10005
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's Telephone Number, including Area Code: (212) 808-0500
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THOMAS R. CALLAHAN, VICE PRESIDENT
THE CHINA FUND, INC.
C/O HSBC
JAMES CAPEL
140 BROADWAY
NEW YORK, NEW YORK 10005
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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With Copies to:
LEONARD B. MACKEY, JR., ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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EXPLANATORY NOTE
This filing is made solely for the purpose of filing as an
Exhibit an amendment to the By-Laws of The China Fund, Inc.
<PAGE> 3
PART C. -- OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements.
Schedule of Investments at October 31, 1993.+
Statement of Assets and Liabilities at October 31, 1993.+
Statement of Operations for the fiscal year ended October 31,
1993.+
Statement of Changes in Net Assets for the fiscal year ended
October 31, 1993 and the fiscal period ended October 31, 1992.+
Financial Highlights.+
Notes to Financial Statements.+
Report of Independent Accountants dated December 10, 1993.+
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+ Previously incorporated by reference to the Fund's Annual Report for the
Year Ended October 31, 1993, filed on December 28, 1993 in the
Registrant's Registration Statement on Form N-2 (File No. 33-74472).
(2) Exhibits
(a) Articles of Incorporation (previously filed as Exhibit 1 to the
Registrant's Registration Statement on Form N-2 (File No. 33-47965)).
(b)(1) Amended and Restated By-Laws (previously filed as Exhibit 2 to
Pre-Effective Amendment No. 2 to the Registrant's Registration Statement
on Form N-2 (File No. 33-47965)).
(b)(2) Amendment to Amended and Restated By-Laws.*
(c) Inapplicable.
(d)(1) Specimen certificate for Common Stock, par value $.01 per share
(previously filed as Exhibit 4 to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form N-2 (File No. 33- 47965).
(d)(2) Form of Subscription Certificate (previously filed as Exhibit (d)(2) to
Pre-Effective Amendment No. 1 to the Registrant's Registration Statement
on Form N-2 (File No. 33-74472)).
(d)(3) Form of Notice of Guaranteed Delivery (previously filed as Exhibit
(d)(3) to Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-2 (File No. 33-74472)).
(d)(4) Form of DTC Participant Oversubscription Form (previously filed as
Exhibit (d)(4) to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-2 (File No. 33-74472)).
(d)(5) Form of Subscription Agent Agreement between the Fund and State Street
Bank and Trust Company (previously filed as Exhibit (d)(5) to
Pre-Effective Amendment No. 1 to the Registrant's Registration Statement
on Form N-2 (File No. 33-74472)).
<PAGE> 4
(e) Dividend Reinvestment and Cash Purchase Plan (previously filed as
Exhibit 10(b) to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-2 (File No. 33-47965)).
(f) Inapplicable.
(g)(1) Investment Advisory and Management Agreement dated as of July 9, 1992
between the Registrant and Wardley Investment Services (Hong Kong) Ltd.
(previously filed as Exhibit 6(a) to Pre-Effective Amendment No. 2 to
the Registrant's Registration Statement on Form N-2 (File No. 33-47965).
(g)(2) Direct Investment Management Agreement dated as of July 9, 1992 between
the Registrant, Wardley Investment Services (Hong Kong) Ltd. and Wardley
Direct Investment Management (Hong Kong) Ltd. (previously filed as
Exhibit 6(b) to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-2 (File No. 33-47965)).
(h)(1) Form of Dealer Manager Agreement among the Fund, the Investment Manager,
the Direct Investment Manager and the Dealer Managers (previously filed
as Exhibit (h)(1) to Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-2 (File No. 33-74472)).
(h)(2) Form of Soliciting Dealer Agreement between the Fund and Soliciting
Dealers (previously filed as Exhibit (h)(2) to Pre-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form N-2 (File No.
33-74472)).
(i) Inapplicable.
(j) Custodian Contract dated as of July 9, 1992 between the Registrant and
State Street Bank and Trust Company (previously filed as Exhibit 9 (a)
to Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form N-2 (File No. 33-47965)).
(k)(1) Registrar, Transfer Agency and Service Agreement dated as of July 9,
1992 between the Registrant and State Street Bank and Trust Company
(previously filed as Exhibit 10(a) to Pre-Effective Amendment No. 2 to
the Registrant's Registration Statement on Form N-2 (File No.
33-47965)).
(k)(2) Administration Agreement dated as of July 9, 1992 between Registrant and
State Street Bank and Trust Company (previously filed as Exhibit 10(c)
to Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form N-2 (File No. 33-47965)).
(k)(3) Shareholder Servicing Agreement dated as of July 9, 1992 between the
Registrant and Oppenheimer & Co., Inc. (previously filed as Exhibit
10(d) to Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form N-2 (File No. 33-47965)).
(k)(4) Economic Advisory Agreement dated as of July 9, 1992 between the
Registrant and HongkongBank China Services, Limited (previously filed as
Exhibit 6(c) to Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-2 (File No. 33-47965)).
(l)(1) Opinion and Consent of Rogers & Wells (previously filed as Exhibit
(l)(1) to Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-2 (File No. 33-74472)).
(l)(2) Opinion and Consent of Piper & Marbury (previously filed as Exhibit
(l)(2) to Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-2 (File No. 33-74472).
(m)(1) Designation of Agent for Service of Process by Sir Alan Donald
appointing the Registrant as his agent, dated July 7, 1992 (previously
filed as Exhibit m(1) to the Registrant's Registration Statement on Form
N-2 (File No. 33-74472)).
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(m)(2) Designation of Agent for Service of Process by Burton Levin appointing
the Registrant as his agent, dated July 7, 1992 (previously filed as
Exhibit m(1) to the Registrant's Registration Statement on Form N-2
(File No. 33-74472)).
(m)(3) Designation of Agent for Service of Process by James J. Lightburn
appointing the Registrant as his agent, dated July 7, 1992 (previously
filed as Exhibit m(l) to the Registrant's Registration Statement on Form
N-2 (File No. 33-74472)).
(m)(4) Designation of Agent for Service of Process by David F.J. Paterson
appointing the Registrant as his agent, dated July 7, 1992 (previously
filed as Exhibit m(1) to the Registrant's Registration Statement on Form
N-2 (File No. 33-74472)).
(m)(5) Designation of Agent for Service of Process by Nigel S. Tulloch
appointing the Registrant as his agent, dated July 7, 1992 (previously
filed as Exhibit m(1) to the Registrant's Registration Statement on Form
N-2 (File No. 33-74472)).
(m)(6) Designation of Agent for Service of Process by Wardley Investment
Services (Hong Kong) Limited appointing the Registrant as its agent,
dated July 9, 1992 (previously filed as Exhibit m(1) to the Registrant's
Registration Statement on Form N-2 (File No. 33-74472)).
(m)(7) Designation of Agent for Service of Process by Wardley Direct Investment
Management (Hong Kong) Limited appointing the Registrant as its agent,
dated July 9, 1992 (previously filed as Exhibit m(1) to the Registrant's
Registration Statement on Form N-2 (File No. 33-74472).
(m)(8) Irrevocable Appointment of Agent For Service Of Process, Pleadings and
Other Papers by Corporation Non-Resident Investment Adviser by Wardley
Investment Services (Hong Kong) Ltd. (previously filed on Form 5-R on
May 20, 1987 (File No. 801-29922)).
(m)(9) Irrevocable Appointment of Agent For Service Of Process, Pleadings and
Other Papers by Corporation Non-Resident Investment Adviser by Wardley
Direct Investment Management (Hong Kong) Ltd. (previously filed on Form
5-R on June 12, 1992 (File No. 801-41785)).
(n) Consent of Independent Accountants (previously filed as Exhibit (n) to
Pre-Effective Amendment No. 1 to the Registrant's Registration Statement
on Form N-2 (File No. 33-74472).
(o) Inapplicable.
(p) Inapplicable.
(q) Inapplicable.
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* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the sixth day of
July, 1998.
THE CHINA FUND, INC.
By: /s/ Thomas R. Callahan
--------------------------------
Thomas R. Callahan
Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Location of Exhibit
Exhibit in Sequential
Number Description of Document Numbering System
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<S> <C>
2(b)(2) Amendment to Amended and Restated By-Laws
</TABLE>
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Exhibit 2(b)(2)
THE CHINA FUND, INC.
Amendment to By-Laws
March 13, 1998
Article I, Section 1.2 of the Corporation's By-Laws be, and it hereby
is, amended by substituting the word "March" for the word "June."
Article I of the Corporation's By-Laws be, and it hereby is, amended to
add as Section 1.11 thereof the following:
Section 1.11. Matters To Be Acted On at Stockholders Meetings
(a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the
Board of Directors and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders only if
made (i) pursuant to the Corporation's notice of meeting, (ii) by or at
the direction of the Board of Directors or (iii) by any stockholder of
the Corporation who was a stockholder of record at the time of giving of
notice provided for in this Section 1.11(a), who is entitled to vote at
the meeting and who complied with the notice procedures set forth in
this Section 1.11(a).
(2) For nominations or other business to be
properly brought before an annual meeting by a stockholder pursuant to
clause (iii) of paragraph (a)(1) of this Section 1.11, the stockholder
must have given timely notice thereof in writing to the secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to
the secretary at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the first anniversary
of the preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from such anniversary date, notice
by the stockholder to be timely must be so delivered not earlier than
the 90th day prior to such annual meeting and not later than the close
of business on the later of the 60th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date
of such meeting is first made. Such stockholder's notice shall set forth
(i) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a director
if elected); (ii) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired
to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of
such stockholder and of the beneficial owners, if any, on whose behalf
the proposal is made; and (iii) as to the stockholder giving the notice
and the beneficial owners, if any, on whose behalf the nomination or
proposal is made, (x) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owners, if
any, and (y) the class and number of shares of stock of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owners, if any.
(3) Notwithstanding anything in the second
sentence of paragraph (a)(2) of this Section 1.11 to the contrary, in
the event that the number of directors to be elected to the Board of
Directors is increased and there is no public announcement naming all of
the nominees for director or specifying the size of the increased Board
of Directors made by the Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting,
<PAGE> 2
a stockholder's notice required by paragraph (a)(2) of this Section 1.11
shall also be considered timely, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to
the secretary at the principal executive offices of the Corporation not
later than the close of business on the tenth day following the day on
which such public announcement is first made by the Corporation.
(b) Special Meetings of Stockholders.
(1) Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting.
(2) Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at
which directors are to be elected (i) pursuant to the Corporation's
notice of meeting, (ii) by or at the direction of the Board of Directors
or (iii) provided that the Board of Directors has determined that
directors shall be elected at such special meeting, by any stockholder
of the Corporation who (x) has given timely notice thereof meeting the
requirements of Section 1.11(b)(3), (y) is a stockholder of record at
the time of giving of such notice, and (z) is entitled to vote at the
meeting.
(3) To be timely, a stockholder's notice
referred to in Section 1.11(b)(2) must have been delivered to the
secretary of the Corporation at the principal executive offices of the
Corporation not earlier than the 90th day prior to such special
meeting and not later than the close of business on the later of the
60th day prior to such special meeting or the tenth day following the
day on which public announcement is made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be
elected at such meeting. Such stockholder's notice shall set forth (i)
as to each person whom the stockholder proposes to nominate for
election or reelection as a director, all information relating to such
person that is required to be disclosed in solicitations of proxies
for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Exchange Act (including such
person's written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); and (ii) as to the
stockholder giving the notice and the beneficial owners, if any, on
whose behalf the nomination or proposal is made, (x) the name and
address of such stockholder, as they appear on the Corporation's books,
and of such beneficial owners, if any, and (y) the class and number of
shares of stock of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owners, if any.
Article I of the Corporation's By-Laws be, and it hereby is,
amended to add the following sentence to the end of Section 1.8 thereof:
The chairman of an annual or special meeting shall, if the facts
warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of
Section 1.11 of this Article I, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.
2
