taxable year at least 90% of its gross income (including tax-exempt interest) from (a) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including but not limited to gain from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or currencies; and (b) net income from interests in "qualified publicly traded partnerships" (as defined in the Code); (ii) diversify its holdings so that, at the end of each quarter of each taxable year (a) at least 50% of the market value of the Fund's total assets is represented by cash and cash items, U.S. government securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund's total assets and not more than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the market value of the Fund's total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment companies) of (I) any one issuer; (II) any two or more issuers that the Fund controls and that are determined to be engaged in the same business or similar or related trades or businesses or (III) any one or more "qualified publicly traded partnerships" (as defined in the Code); and (iii) distribute substantially all of its net income and net short-term and long-term capital gains (after reduction by any available capital loss carryforwards) in accordance with the timing requirements imposed by the Code, so as to maintain its RIC status and to avoid paying any U.S. federal income or excise tax. For purposes of the 90% of gross income requirement described above, the Code expressly provides the U.S. Treasury with authority to issue regulations that would exclude foreign currency gains from qualifying income if such gains are not directly related to the Fund's business of investing in stock or securities. While to date the U.S. Treasury has not exercised this regulatory authority, there can be no assurance that it will not issue regulations in the future (possibly with retroactive application) that would treat some or all of the Fund's foreign currency gains as non-qualifying income. To the extent it qualifies for treatment as a RIC and satisfies the above-mentioned distribution requirements, the Fund will not be subject to U.S. federal income tax on income paid to its stockholders in the form of dividends or capital gain distributions.

As a regulated investment company, the Fund will not be subject to U.S. federal income tax on its investment company taxable income that it distributes to its stockholders, provided that at least 90% of its investment company taxable income and 90% of its net tax-exempt interest for the taxable year is distributed to its stockholders; however, the Fund will be subject to tax on its income and gains, to the extent that it does not distribute to its stockholders an amount equal to such income and gains. See also the discussion of passive foreign investment companies below. Investment company taxable income includes dividends, interest and net short-term capital gains in excess of net long-term capital losses, but does not include net long-term capital gains in excess of net short-term capital losses. The Fund intends to distribute annually to its stockholders substantially all of its investment company taxable income. If necessary, the Fund intends to borrow money or liquidate assets to make such distributions. If the Fund fails to satisfy the 90% distribution requirement, it will be subject to tax in such year on all of its taxable income, whether or not the Fund makes any distributions to its stockholders.

If the Fund does not qualify as a RIC for any taxable year, the Fund's taxable income will be subject to corporate income taxes, and all distributions from earnings and profits, including distributions of net capital gains (if any), will be taxable to the stockholder as ordinary income. Such distributions generally will be eligible (i) for the dividends received deduction in the case of corporate stockholders and (ii) for treatment as "qualified dividends" in the case of noncorporate stockholders provided certain holding period and other requirements are met, as described below. In addition, in order to requalify for taxation as a RIC, the Fund may be required to recognize unrealized gains, pay substantial taxes and interest, and make certain distributions.

As a regulated investment company, the Fund also will not be subject to U.S. federal income tax on its net long-term capital gains in excess of net short-term capital losses and capital loss carryovers from the prior eight years, if any, that it distributes to its stockholders. If the Fund retains for reinvestment or otherwise an amount of such net long-term capital gains, it will be subject to a tax of up to 35% of the amount retained. The Board of Directors of the Fund will determine at least once a year whether to

42

distribute any net long-term capital gains in excess of net short-term capital losses and capital loss carryovers from prior years. The Fund expects to designate any amounts retained as undistributed capital gains in a notice to its stockholders.

If the Fund is the holder of record of any stock on the record date for any dividends payable with respect to such stock, such dividends are included in the Fund's gross income not as of the date received but as of the later of (a) the date such stock became ex-divided with respect to such dividends (i.e., the date on which a buyer of the stock would not be entitled to receive the declared, but unpaid, dividends) or (b) the date the Fund acquired such stock. Accordingly, in order to satisfy income distribution requirements, the Fund may be required to pay dividends based on anticipated earnings, and stockholders may receive dividends in an earlier year than would otherwise be the case.

Under the Code, the Fund may be subject to a 4% excise tax on a portion of its undistributed income. To avoid the tax, the Fund must distribute annually at least 98% of its ordinary income (not taking into account any capitals gains or losses) for the calendar year and at least 98% of its capital gain net income for the 12-month period ending, as a general rule, on October 31 of the calendar year. For this purpose, any income or gain retained by the Fund that is subject to corporate income tax will be treated as having been distributed at year-end. In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or decreased to reflect any under distribution or over distribution, as the case may be, in the previous year. For a distribution to qualify under the foregoing test the distribution generally must be declared and paid during the year.

The Fund will maintain accounts and calculate income by reference to the U.S. dollar for U.S. federal income tax purposes. Investments generally will be maintained and income therefrom calculated by reference to certain foreign currencies, including renminbi and Hong Kong dollars, and such calculations will not necessarily correspond to the Fund's distributable income and capital gains for U.S. federal income tax purposes as a result of fluctuations in currency exchange rates. Furthermore, exchange control regulations may restrict the ability of the Fund to repatriate investment income or the proceeds of sales of securities. These restrictions and limitations may limit the Fund's ability to make sufficient distributions to satisfy the 90% distribution requirement to maintain qualification as a RIC or to avoid the 4% excise tax.

The Fund's transactions in foreign currencies, forward contracts, options and futures contracts (including options and futures contracts on foreign currencies) will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (i.e., may affect whether gains or losses are ordinary or capital), affect the eligibility of dividends to be treated as qualified dividend income (as described below), accelerate recognition of income to the Fund, defer Fund losses, and affect the determination of whether capital gains and losses are characterized as long-term or short-term capital gains or losses. These rules could therefore affect the character, amount and timing of distributions to stockholders. These provisions also may require the Fund to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed out at the end of each taxable year) which may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% and 98% distribution requirements for avoiding income and excise taxes. The Fund will monitor its transactions, will make the appropriate tax elections, and will make the appropriate entries in its books and records when it acquires any foreign currency, option, futures contract, forward contract, or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Fund as a regulated investment company and minimize the imposition of income and excise taxes.

Passive Foreign Investment Companies.    If the Fund purchases shares in foreign corporations that are classified as passive foreign investment companies ("PFICs") for U.S federal income tax purposes, the Fund may be subject to U.S. federal income tax on a portion of any gain it receives on the disposition of shares in the PFIC as well as on certain distributions paid by the PFIC, even if such income is distributed as a taxable dividend by the Fund to stockholders. Under the PFIC rules, gains or distributions that are subject to these rules are allocated to each year over the holding period of the Fund in the PFIC shares and the Fund will have to pay an additional charge in an amount equal to the interest that would be due if the Fund had failed to pay an amount of tax in each prior year equal to the income allocated to such

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year. Elections may be available to the Fund to mitigate the effect of this tax, but such elections generally accelerate the recognition of income without the receipt of cash and may depend on the receipt of certain information from the PFIC which may not be willing to provide the necessary information. Dividends paid by PFICs will not be eligible for the treatment of qualified dividend income discussed above.

If the Fund invests in the stock of a PFIC, or any other investment that produces income that is not matched by a corresponding cash distribution to the Fund, the Fund could be required to recognize income that it has not yet received. Any such income would be treated as income earned by the Fund and therefore would be subject to the distribution requirements of the Code. This might prevent the Fund from distributing 90% of its net investment income as is required in order to avoid Fund-level U.S. federal income taxation on all of its income, or might prevent the Fund from distributing enough ordinary income and capital gain net income to avoid completely the imposition of the excise tax. To avoid this result, the Fund may be required to borrow money or dispose of securities to be able to make required distributions to the stockholders.

Distributions

Distributions from the Fund derived from investment income and net short-term capital gains, as described below generally will be taxable to a U.S. stockholder as dividend income to the extent of the Fund's current and accumulated earnings and profits, whether paid in cash or Fund shares. Distributions of net capital gains (that is, the excess of net gains from the sale of capital assets held more than one year over net losses from the sale of capital assets held for not more than one year) properly designated as capital gain dividends ("Capital Gain Dividends") will be taxable to a U.S. stockholder as long-term capital gain, regardless of how long the stockholder has held stock in the Fund.

Under current law, certain income distributions paid by the Fund to individual U.S. stockholders are taxed at rates equal to those applicable to net long-term capital gains (15%, or 5% for individuals in the 10% or 15% tax brackets). This tax treatment applies only if certain holding period requirements and other requirements are satisfied by the U.S. stockholder with respect to its stock and the dividends are attributable to qualified dividend income received by the Fund itself. For this purpose, "qualified dividend income" means dividends received by the Fund from certain U.S. corporations and qualifying foreign corporations, provided that the Fund satisfies certain holding period and other requirements in respect of the stock of such corporations and the U.S. stockholder satisfies certain holding period and other requirements in respect of its shares in the Fund. As mentioned above, the Fund's transactions in options and forward contracts can affect the eligibility of dividends as qualified dividend income. For these purposes, a "qualified foreign corporation" means any foreign corporation if (i) such corporation is incorporated in a possession of the United States, (ii) such corporation is eligible for benefits of a qualified comprehensive income tax treaty with the United States and which includes an exchange of information program or (iii) the stock of such corporation with respect to which such dividend is paid is readily tradable on an established securities market in the United States. A "qualified foreign corporation" does not include any foreign corporation which for the taxable year of the corporation in which the dividend was paid, or the preceding taxable year, is a "passive foreign investment company" (as defined in the Code). In the case of securities lending transactions, payments in lieu of dividends are not qualified dividends. These special rules relating to the taxation of ordinary income dividends from regulated investment companies generally apply to taxable years beginning before January 1, 2009. Thereafter, the Fund's dividends, other than capital gain dividends, will be fully taxable at ordinary income tax rates unless further Congressional legislative action is taken.

A dividend will not be treated as qualified dividend income (whether received by the Fund or paid by the Fund to a U.S. stockholder) if (1) the dividend is received with respect to any position held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the ex-dividend with respect to such dividend, (2) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property or (3) if the recipient elects to have the dividend treated as investment income for purposes of the limitation on deductibility of investment interest. Distributions of income by the Fund other than qualified dividend income and distributions of net realized short-term gains (on stocks held for one year or less) are taxed as ordinary income, at rates currently up to 35%.

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Any dividend declared by the Fund in October, November or December of any year and payable to the stockholders of record on a specified date in such a month shall be deemed to have been received by each stockholder on December 31 of such year and to have been paid by the Fund not later than December 31 of such year, provided that such dividend is actually paid by the Fund during January of following year.

Stockholders receiving dividends or distributions in the form of additional shares pursuant to the Plan should be treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of money that the stockholders receiving cash dividends or distributions will receive, and should have a cost basis in the shares equal to such amount.

The benefits of the reduced tax rates applicable to long-term capital gains and qualified dividend income may be impacted by the application of the alternative minimum tax to individual U.S. stockholders.

Since the Fund will not invest in the stock of domestic corporations, corporate U.S. stockholders of the Fund will not be entitled to the deduction for dividends received by corporations.

If the Fund designates retained funds as undistributed capital gains (as described above), U.S. stockholders will be (a) required to include in income for U.S. federal income tax purposes, as long-term capital gains, their proportionate shares of the undistributed amount, and (b) entitled to credit against their U.S. federal income tax liabilities their proportionate shares of the tax paid by the Fund on the undistributed amount and to claim refunds to the extent that their credits exceed their liabilities. For U.S. federal income tax purposes, the basis of shares owned by a stockholder of the Fund will be increased by an amount equal to 65% of the amount of undistributed capital gains included in the stockholder's income.

Distributions in excess of the Fund's current or accumulated earnings and profits will be treated as a tax-free return of capital to the extent of a U.S. stockholder's adjusted basis in its shares and thereafter as capital gain from the sale of the shares. The amount of any Fund distribution that is treated as a tax-free return of capital will reduce the adjusted tax basis of the shares, thereby increasing potential gain or reducing a stockholder's potential loss on any subsequent sale or other disposition of the shares.

If the net asset value of the shares is reduced below a stockholder's cost as a result of a distribution by the Fund, the distribution will be taxable even though it, in effect, represents a return of invested capital. Investors considering buying shares just prior to a dividend or capital gain distribution payment date should be aware that, although the price of shares purchased at that time may reflect the amount of the forthcoming distribution, those who purchase just prior to the record date for a distribution will receive a distribution which will be taxable to them. The amount of capital gains realized and distributed (which from an investment standpoint may represent a partial return of capital rather than income) in any given year will be the result of investment performance, among other factors, and can be expected to vary from year to year.

Dispositions of Shares

Upon the sale or exchange of its shares, a stockholder will realize a taxable gain or loss depending upon the amount realized and its basis in the shares. Such gain or loss generally will be treated as capital gain or loss if the shares are capital assets in the stockholder's hands, and will be long-term if the stockholder's holding period for the shares is more than 12 months and otherwise will be short-term. Any loss realized on a sale or exchange will be disallowed to the extent that the shares disposed of are replaced (including replacement through the reinvesting of dividends and capital gains distributions in the Fund) within a period of 61 days beginning 30 days before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss realized by a stockholder on the sale of Fund shares held by the stockholder for six months or less will be treated for federal income tax purposes as a long-term capital loss to the extent of any distributions of long-term capital gains received by the stockholder with respect to such shares.

An amount received by a stockholder from the Fund in exchange for shares of the Fund (pursuant to a repurchase of shares or otherwise) generally will be treated as a payment in exchange for the shares tendered, which may result in taxable gain or loss as described above. However, if the amount received

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by a stockholder exceeds the fair market value of the shares tendered, or if a stockholder does not tender all of the shares of the Fund owned or deemed to be owned by the stockholder, all or a portion of the amount received may be treated as a dividend taxable as ordinary income or as a return of capital. In addition, if a tender offer is made, any stockholders who do not tender their shares could be deemed, under certain circumstances, to have received a taxable distribution of shares of the Fund as a result of their increased proportionate interest in the Fund.

For backup withholding purposes, the Fund may be required to withhold a portion of reportable payments (which may include dividends, capital gain distributions, and redemption proceeds) to certain stockholders. A stockholder, however, may avoid becoming subject to this requirement by establishing that it is exempt from such withholding (e.g., by establishing that it is a corporation) or by providing its taxpayer identification number and certain other information. The backup withholding tax is not a separate tax and may be credited against a stockholder's federal income tax liability.

Foreign Tax Credits

The Fund may be subject to certain taxes imposed by China, Hong Kong and possibly by other foreign countries with respect to dividends, capital gains and interest income. If the Fund qualifies as a regulated investment company, if certain distribution requirements are satisfied and if more than 50% of the value of the Fund's total assets at the close of any taxable year consists of stocks or securities of foreign corporations, the Fund may elect, for U.S. federal tax purposes, to treat any Chinese or other foreign country's income or withholding taxes paid by the Fund that can be treated as income taxes under United States income tax principles, as paid by its stockholders. The Fund expects to qualify for and may make this election. For any year that the Fund makes such an election, each stockholder will be required to include in its income an amount equal to its allocable share of such taxes paid by the Fund to the Chinese government or to another country's government and the stockholders will be entitled, subject to certain limitations, to credit their portions from their U.S. taxable income, if any. Stockholders that are exempt from tax under Section 501(a) of the Code, such as pension plans, generally will derive no benefit from the Fund's election. However, such stockholders should not be disadvantaged either, because the amount of additional income they are deemed to receive equal to their allocable shares of such foreign countries' income taxes paid by the Fund generally will not be subject to U.S. federal income tax.

The amount of Chinese or other foreign taxes that may be credited against a stockholder's U.S. federal income tax liability generally will be limited, however, to an amount equal to the stockholder's U.S. federal income tax rate multiplied by its foreign source taxable income. For this purpose, the Fund expects that the capital gains it distributes, whether as dividend or capital gains distributions, will not be treated as foreign source taxable income. In addition, this limitation must be applied separately to certain categories of foreign source income. As a consequence, certain stockholders may not be able to claim a foreign tax credit for the full amount of their proportionate share of foreign taxes paid by the Fund. Each stockholder will be notified within 60 days after the close of the Fund's taxable year whether, pursuant to the election described above, the foreign taxes paid by the Fund will be treated as paid by its stockholders for that year and, if so, such notification will designate (i) such stockholder's portion of the foreign taxes paid to such country and (ii) the portion of the Fund's dividends and distributions that represents income derived from sources within such the country.

Foreign Stockholders

Taxation of a stockholder who, as to the United States, is a foreign investor depends, in part, on whether the stockholder's income from the Fund is "effectively connected" with a United States trade or business carried on by the stockholder.

If the foreign investor is not a resident alien and the income from the Fund is not effectively connected with a United States trade or business carried on by the foreign investor, distributions of net investment income and net short-term capital gains will be subject to a 30% (or lower treaty rate) United States withholding tax. Under recently enacted legislation, the Fund will no longer be required to withhold any amounts with respect to distributions to foreign investors that are properly designated by the Fund as "short-term capital gain dividends," provided that the income would not be subject to federal

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income tax if earned directly by the foreign investor. The provisions contained in the legislation relating to distributions to foreign investors generally would apply to distributions with respect to taxable years of regulated investment companies beginning after December 31, 2004 and before January 1, 2008. Prospective investors are urged to consult their own tax advisors regarding the specific tax consequences relating to the new legislation. Furthermore, foreign investors may be subject to an increased United States tax on their income resulting from the Fund's election (described above) to a "pass-through" amounts of foreign taxes paid by the Fund, but may not be able to claim a credit or deduction with respect to the foreign taxes paid by the Fund treated as having been paid by them. Distributions of net realized long-term capital gains, amounts retained by the Fund which are designated as undistributed capital gains, and gains realized upon the sale of shares of the Fund will not be subject to United States tax unless a foreign investor who is a nonresident alien individual is physically present in the United States for more than 182 days during the taxable year and, in the case of gain realized upon the sale of Fund shares, unless (i) such gain is attributable to an office or fixed place of business in the United States or (ii) such nonresident alien individual has a tax home in the United States and such gain is not attributable to an office or fixed place of business located outside the United States. However, a determination by the Fund not to distribute long-term capital gains may reduce a foreign investor's overall return from an investment in the Fund, since the Fund will incur a United States federal tax liability with respect to retained long-term capital gains, thereby reducing the amount of cash held by the Fund that is available for distribution, and the foreign investor may not be able to claim a credit or deduction with respect to such taxes. A foreign investor may be required to establish it is not a U.S. person in order to avoid backup withholding tax on payments that would not otherwise be subject to the 30% withholding tax described above. Backup withholding is not a separate tax and may be refunded to a foreign stockholder; however, a foreign stockholder would generally have to file a U.S. tax return to claim this refund.

If a foreign investor is a resident alien or if dividends or distributions from the Fund are effectively connected with a United States trade or business carried on by the foreign investor, dividends of net investment income, distributions of net short-term and long-term capital gains, amounts retained by the Fund that are designated as undistributed capital gains and any gains realized upon the sale of shares of the Fund will be subject to United States income tax at the rates applicable to United States persons and, a foreign investor that is a corporation may also be subject to the 30% (or lower treaty rate) branch profits tax.

The tax consequences to a foreign stockholder entitled to claim the benefits of an applicable tax treaty may be different from those described in this section. Stockholders may be required to provide appropriate documentation to establish their entitlement to the benefits of such a treaty. Foreign investors are advised to consult their own tax advisers with respect to (a) whether their income from the Fund is or is not effectively connected with a United States trade or business carried on by them, (b) whether they may claim the benefits of an applicable tax treaty and (c) any other tax consequences to them of an investment in the Fund.

Notices.    Stockholders will be notified annually by the Fund as to the U.S. federal income tax status of the dividends, distributions and deemed distributions made by the Fund to its stockholders. Furthermore, stockholders will be sent, if appropriate, various written notices after the close of the Fund's taxable year regarding the United States federal income tax status of certain dividends, distributions and deemed distributions that were paid (or that were treated as having been paid) by the Fund to its stockholders during the preceding taxable year.

Other Taxation

Distributions also may be subject to additional state, local and foreign taxes depending on each stockholder's particular position.

THE FOREGOING IS ONLY A SUMMARY OF CERTAIN MATERIAL TAX CONSEQUENCES AFFECTING THE FUND AND ITS STOCKHOLDERS. STOCKHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISER WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE FUND.

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COMMON STOCK

The authorized capital stock of the Fund is 100,000,000 shares of Common Stock ($0.01 par value). Shares of the Fund, when issued, will be fully paid and non-assessable and will have no conversion, preemptive or other subscription rights. Holders of Common Stock are entitled to one vote per share on all matters to be voted upon by stockholders and will not be able to cumulate their votes in the election of Directors. Thus, holders of more than 50% of the shares voting for the election of Directors have the power to elect 100% of the Directors. All shares are equal as to assets, earnings and the receipt of dividends, if any, as may be declared by the Board of Directors out of funds available therefor. In the event of liquidation, dissolution or winding up of the Fund, each share of Common Stock is entitled to receive its proportion of the Fund's assets remaining after the payment of all debts and expenses.

Set forth below is information with respect to the Common Stock as of March 31, 2005.

Title of Issue

Authorized

Outstanding

Amount Held by the Fund or for its Account

Common Stock, $0.01 par value

100,000,000 shares

10,138,287 shares

0 shares

The Fund does not presently intend to offer additional shares of Common Stock other than pursuant to the Offer, except that additional shares may be issued under the Plan. Other offerings of the Fund will require approval of the Fund's Board of Directors and may require stockholder approval. Any such additional offerings would also be subject to the requirements of the 1940 Act, including the requirement that shares may not be sold at a price below the then current net asset value (exclusive of underwriting discounts and commissions) except in connection with an offering to existing stockholders or with the consent of a majority of the Fund's shares.

The Fund's shares are listed and traded on the New York Stock Exchange. The following table shows the high and low closing prices on the New York Stock Exchange per share of Common Stock and the high and low net asset value per share for each quarter since July 2003.

				Market Price(1)								Net Asset Value(2)
Quarter Ended				High				Low				High				Low
July 31, 2003				$	28.02			$	15.67			$	23.63			$	17.12
October 31, 2003				$	36.30			$	24.00			$	26.93			$	22.76
January 31, 2004				$	47.85			$	30.05			$	28.10			$	26.19
April 30, 2004				$	36.30			$	26.74			$	29.72			$	25.46
July 31, 2004				$	29.65			$	23.40			$	26.11			$	23.82
October 31, 2004				$	31.62			$	25.44			$	27.08			$	23.83
January 31, 2005				$	35.10			$	29.61			$	27.47			$	23.59
April 30, 2005

(1)	As reported by the New York Stock Exchange.

(2)	Based on the Fund's computations.

The closing market price and net asset value per share of the Fund's Common Stock on [•], 2005 were US$                  and US$                 , respectively, which represents a market price premium above net asset value of       %.

The Fund is a closed-end investment company, and as such its stockholders do not have the right to cause the Fund to redeem their shares of Common Stock. The Fund, however, may repurchase shares of Common Stock from time to time in the open market or in private transactions when it can do so at prices at or below the current net asset value per share on terms that represent a favorable investment opportunity. Subject to its investment limitations, the Fund may borrow to finance the repurchase of shares. However, the payment of interest on such borrowings will increase the Fund's expenses and consequently reduce net income. In addition, the Fund is required under the 1940 Act to maintain "asset coverage" of not less than 300% of its "senior securities representing indebtedness" as such terms are defined in the 1940 Act.

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The Fund's shares of Common Stock trade in the open market at a price which is a function of several factors, including their net asset value and yield. The shares of closed-end investment companies frequently sell at a discount from, but sometimes at a premium over, their net asset values. See "Risk Factors and Special Considerations." There can be no assurance that it will be possible for investors to resell shares of the Fund at or above the offer price or that the market price of the Fund's shares will equal or exceed net asset value. Since the Fund may repurchase its shares at prices below their net asset value or make a tender offer for its shares, the net asset value of those shares that remain outstanding will be increased, but the effect of such repurchases on the market price of the remaining shares cannot be predicted.

The Fund's By-Laws provide that if, at any time after two years following the Fund's initial public offering in July 1992, the average discount from net asset value at which shares of the Fund's Common Stock have traded is substantial, the Board of Directors of the Fund will consider, at its next regularly scheduled quarterly meeting, taking various actions designed to eliminate the discount, including periodic repurchases of shares, tender offers to purchase shares from all stockholders at a price equal to net asset value or amendments to the Fund's Articles of Incorporation to convert the Fund to an open-end investment company. Any tender by the Fund for shares of its Common Stock would reduce the Fund's assets and increase its expenses. Stockholders of an open-end investment company may require the company to redeem their shares at any time (except in certain circumstances as authorized by or under the 1940 Act) at their net asset value, less such redemption charge, if any, as might be in effect at the time of a redemption. Any amendment to the Articles of Incorporation to convert the Fund to an open-end investment company would require a favorable vote of 75% of the shares entitled to vote on the matter and the amendment would have to be declared advisable by the Board of Directors prior to its submission to stockholders. In light of the position of the staff of the U.S. Securities and Exchange Commission that illiquid securities and securities subject to legal or contractual limitations on resale not exceed 15% of the total assets of a registered open-end investment company, any attempt to convert the Fund to such a company will have to take into account the percentage of such securities in the Fund's portfolio at the time, the conditions in the Chinese securities markets and other relevant factors. The Fund cannot predict whether, on this basis, it would be able to effect any such conversion or whether, if relief from the SEC's position were required, it could be obtained. The Board of Directors has no current intention to propose such a conversion other than as required by the foregoing By-Laws.

Any tender offer by the Fund will be made at a price based upon the net asset value as of the close of business on the last day of the tender offer. No open market purchases of shares will be made by the Fund during a tender offer. Each offer will be made and stockholders notified in accordance with the requirements of the 1934 Act and the 1940 Act, either by publication or mailing or both. Each offering document will contain such information as is prescribed by such laws and the rules and regulations promulgated thereunder. When a tender offer is authorized by the Fund's Board of Directors, a stockholder wishing to accept the offer will be required to tender all (but not less than all) of the shares owned by such stockholder (or attributed to such stockholder for federal income tax purposes under Section 318 the Code). The Fund will purchase all shares tendered in accordance with the terms of the offer unless it determines to accept none of them (based upon one of the conditions set forth below). Persons tendering shares may be required to pay a service charge to help defray certain costs of the transfer agent. Any such service charges will not be deducted from the consideration paid for the tendered shares. During the period of a tender offer, the Fund's stockholders will be able to determine the Fund's current net asset value (which will be calculated weekly) by use of a toll-free number.

The Fund's Articles of Incorporation and By-Laws include provisions that could limit the ability of others to acquire control of the Fund, to modify the structure of the Fund or to cause it to engage in certain transactions. These provisions, described below, also could have the effect of depriving stockholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of the Fund in a tender offer or similar transaction. In the opinion of the Fund, however, these provisions offer several possible advantages. They potentially require persons seeking control of the Fund to negotiate with its management regarding the

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price to be paid for the shares required to obtain such control, they promote continuity and stability and they enhance the Fund's ability to pursue long-term strategies that are consistent with its investment objective.

The Fund's Articles of Incorporation and By-Laws provide that the Fund's Board of Directors has the sole power to adopt, alter or repeal the Fund's By-Laws. The Directors are divided into three classes, each having a term of three years, with the terms of one class expiring each year. In addition, a Director may be removed from office only with cause and only by a majority of the Fund's stockholders, and the affirmative vote of 75% or more of the Fund's outstanding shares is required to amend, alter or repeal the Fund's Articles of Incorporation relating to amendments to the Fund's By-Laws and to removal of Directors. See "Management of the Fund—Directors and Officers of the Fund." These provisions could delay the replacement of a majority of the Directors and have the effect of making changes in the Board of Directors more difficult than if such provisions were not in place.

The affirmative vote of the holders of 75% or more of the outstanding shares is required to (1) convert the Fund from a closed-end to an open-end investment company, (2) merge or consolidate with any other entity, or enter into a statutory share exchange transaction in which the Fund is not the surviving corporation, (3) dissolve or liquidate the Fund, (4) sell all or substantially all of its assets, (5) cease to be an investment company registered under the 1940 Act, (6) issue to any person securities in exchange for property worth US$1,000,000 or more, exclusive of sales of securities in connection with a public offering, issuance of securities pursuant to a dividend reinvestment plan or other stock dividend or issuance of securities upon the exercise of any stock subscription rights or (7) amend, alter or repeal the above provisions in the Fund's Articles of Incorporation. However, if any of the above-described actions have been approved or authorized by the affirmative vote of at least 70% of the entire Board of Directors, the affirmative vote of only a majority of only a majority of the outstanding shares would be required for approval, except in the case of the issuance of securities, in which case no stockholder vote would be required unless otherwise required by applicable law. The principal purpose of the above provisions is to increase the Fund's ability to resist takeover attempts and attempts to change the fundamental nature of the business of the Fund that are not supported by either the Board of Directors or a large majority of the stockholders. These provisions make it more difficult to liquidate, take over or open-end the Fund, thereby discouraging investors from purchasing its shares with the hope of making a quick profit by forcing the Fund to change its structure. These provisions, however, would apply to all actions proposed by anyone, including management, and would make changes in the Fund's structure accomplished through a transaction covered by the provisions more difficult to achieve. The foregoing provisions also could impede or prevent transactions in which holders of shares of Common Stock might obtain prices for their shares in excess of the current market prices at which the Fund's shares were then trading. Although these provisions could have the effect of depriving stockholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund, the Fund believes the conversion of the Fund from a closed-end to an open-end investment company to eliminate the discount may not be desired by stockholders, who purchased their Common Stock in preference to stock of the many mutual funds available.

The Fund holds annual meetings as required by the rules of the New York Stock Exchange. Under Maryland law and the Fund's By-Laws, the Fund will call a special meeting of its stockholders upon the written request of stockholders entitled to cast at least 25% of all the votes at such meeting. Such request for such a special meeting must state the purpose of the meeting and the matters proposed to be acted on at it. The secretary of the Fund shall (i) inform the stockholders who make the request of the reasonably estimated cost of preparing and mailing a notice of the meeting and (ii) on payment of these costs to the Fund notify each stockholder entitled to notice of the meeting. Notwithstanding the above, under Maryland law and the Fund's By-Laws, unless requested by stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of the stockholders held during the preceding 12 months.

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DIVIDEND PAYING AGENT, TRANSFER AGENT AND REGISTRAR

Equiserve Trust Company, N.A. acts as the Fund's dividend paying agent, transfer agent and the registrar for the Fund's Common Stock. The principal address of Equiserve Trust Company, N.A. is 250 Royall Street, Canton, MA 02021.

CUSTODIAN

State Street Bank and Trust Company acts as custodian for the Fund's assets. The principal address of the Custodian is 225 Franklin Street, Boston, MA 02110. The Custodian employs sub-custodians in each of the jurisdictions in which the Fund invests.

CODE OF ETHICS

The Fund's Board of Directors approved a Code of Ethics under Rule 17j-1 of the 1940 Act that covers the Fund. The Investment Manager and the Direct Investment Manager each are subject to separate Codes of Ethics under Rule 17j-1. Each Code of Ethics establishes policies and procedures for personal investing by employees and restricts certain transactions. Employees subject to the Code of Ethics may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Fund.

The Codes of Ethics may be viewed and copied at the SEC's Public Reference Room in Washington, D.C. Information about the SEC's Public Reference Room may be obtained by calling the SEC at (202) 942-8090. The Codes of Ethics also may be available on the Edgar Database on the SEC's Website, http://www.sec.gov, or be obtained, after paying a duplicating fee, by electronic request to publicinfo@sec.gov, or by writing to: SEC's Public Reference Section, 450 Fifth Street, NW Washington, D.C. 20549-0102. This reference to the website does not incorporate the contents of the website into this prospectus.

PROXY VOTING POLICY AND PROCEDURES

The Board of Directors has delegated to the Investment Manager and the Direct Investment Manager authority to vote all proxies relating to the Fund's portfolio securities pursuant to the Fund's proxy voting policies and procedures, which are set out in Appendix E to this Prospectus. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 of each year will be available starting August 31 of such year, without charge, upon request, by calling 1-877-449-4742 or through the SEC's website at http://www.sec.gov. This reference to the website does not incorporate the contents of the website into this Prospectus.

LEGAL MATTERS

With respect to matters of United States law, the validity of the Shares offered hereby will be passed on for the Fund by Clifford Chance US LLP, 31 West 52nd Street, New York, NY 10019. Counsel for the Fund will rely, as to matters of Maryland law, on                         . [Certain matters concerning Hong Kong law will be passed on by Clifford Chance, One Connaught Place, Hong Kong. Certain matters concerning Chinese law will be passed on by                         , P.R. China.]

It is likely that foreign persons, such as the Investment Manager and the Direct Investment Manager and foreign or non-resident Directors of the Fund, do not have assets in the United States that could be attached in connection with any U.S. action, suit or proceeding. The Fund has been advised that there is substantial doubt as to the enforceability in the countries in which such persons reside of the civil remedies and criminal penalties afforded by the U.S. federal securities laws. It is also unclear if extradition treaties now in effect between the United States and any such countries would subject such persons to effective enforcement of criminal penalties. Such persons have irrevocably appointed the Fund as their agent for service of process in any action, suit or proceeding under the provisions of the U.S. securities laws.

The books and records of the Fund required under U.S. law are maintained at an office of the Fund in the United States and are subject to inspection by the SEC.

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EXPERTS

The financial statements included in the Fund's Annual Report to Stockholders as of October 31, 2004 have been incorporated by reference into this Prospectus in reliance on the report of KPMG LLP, the Fund's previous independent registered public accounting firm, given on the authority of that firm, as experts in accounting and auditing. KPMG LLP's principal address is 99 High Street, Boston, MA 02110. On March 10, 2005, the Audit Committee of the Board of Directors selected Deloitte & Touche LLP as the Fund's independent registered public accounting firm for the fiscal year ending October 31, 2005, subject to Deloitte & Touche LLP's satisfactory completion of new client procedures. Deloitte & Touche LLP's principal address is 200 Berkley Street, Boston, MA 02116.

FURTHER INFORMATION

Further information concerning these securities and their issuer may be found in the Registration Statement of which this Prospectus constitutes a part which is on file with the U.S. Securities and Exchange Commission.

FINANCIAL STATEMENTS

The Fund's Annual Report for the fiscal year ended October 31, 2004 (the "Annual Report"), which either accompanies this Prospectus or has previously been provided to the person to whom this Prospectus is being sent, is incorporated herein by reference with respect to all information other than the information set forth in the Letter to Stockholders included therein. The Fund will furnish, without charge, a copy of its Annual Report, upon request by writing to The China Fund, Inc., c/o the Altman Group, Inc., 1275 Valley Brook Ave., Lyndhurst, NJ 07071, attention: Sylvia Hermina, by email at shermina@altmangroup.com, or by calling (888) 246-2255.

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APPENDIX A

DESCRIPTION OF VARIOUS FOREIGN CURRENCY AND INTEREST RATE
HEDGES AND OPTIONS ON SECURITIES AND STOCK INDEX FUTURES
CONTRACTS AND RELATED OPTIONS

Foreign Currency Hedging Transactions

Forward Foreign Currency Exchange Contract.    A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which maybe any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks and brokers).

Foreign Currency Futures Contracts.    A foreign currency futures contract is a standardized contract for the future deliver of a specified amount of a foreign currency at a future date at a price set at the time of the contract. Foreign currency futures contracts traded in the United States are traded on regulated exchanges. Parties to a futures contract must make initial "margin" deposits to secure performance of the contract, which generally range from 2% to 15% of the contract price. There also are requirements to make "variation" margin deposits as the value of the futures contracts fluctuates. In addition, the Fund may not sell futures contracts if the value of the futures contracts exceeds the total market value of the Fund's portfolio securities. Futures contracts and options thereon, currency forward contracts and options on securities and currencies sold by the Fund are generally subject to segregation and coverage requirements established by either the CFTC or the SEC, with the result that, if the Fund does not hold the instrument underlying the futures contract or option, the Fund will be required to segregate on an ongoing basis with its custodian, cash, U.S. government securities, or other liquid high grade debt obligations in an amount at least equal to the Fund's obligations with respect to such instruments.

Options On Foreign Currency Futures Contracts.     The Fund may purchase or write call and put options on foreign currency futures contracts in order to hedge all or a portion of its currency exposure and may enter into closing purchase transactions with respect to written options in order to terminate existing positions. An option on a foreign currency futures contract, as contrasted with the direct investment in such a contract, gives the purchaser a right, in return for the premium paid, to assume a position in a foreign currency futures contract at a specified exercise price at any time on or before the expiration date of the option. The potential loss related to the purchase of an option on a futures contract is limited to the premium paid for the option (plus transaction costs). Because the value of the option is fixed at the point of sale, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option does change daily. To the extent the Fund purchases an option on a foreign currency contract any change in the value of such option would be reflected in the net asset value of the Fund.

Options on Currencies.     A put option purchased by the Fund on currency gives the Fund the right to sell the currency at the exercise price until the expiration of the option. A call option purchased by the Fund gives the Fund the right to purchase a currency at the exercise price until the expiration of the option.

Currency Hedging Strategies.    The Fund may enter into forward foreign currency exchange contracts and foreign currency futures contracts and related options in several circumstances. For example, when the Fund enters into a contract for the purchase or sale of a security denominated in a foreign currency, or when the Fund anticipates the receipt in a foreign currency of dividends or interest payments on such a security which it holds, the Fund may desire to "lock in" the dollar price of the security or the dollar equivalent of such dividend or interest payment, as the case may be. In addition, when the Investment Manager believes that the currency of a particular foreign country may suffer a substantial decline against the dollar, it may enter into a forward or futures contract to sell, for a fixed amount of dollars, the amount of foreign currency approximating the value of some or all of the Fund's portfolio securities denominated in such foreign currency.

At the maturity of a forward or futures contract, the Fund may either accept or make delivery of the currency specified in the contract or, prior to maturity, enter into an offsetting contract. Such offsetting

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transactions with respect to forward contracts must be effected with the currency trader who is a party to the original forward contract. Offsetting transactions with respect to futures contracts are effected on the same exchange on which the initial transaction occurred. The Fund will enter into such futures contracts and related options if it is expected that there will be a liquid market in which to close out such contract. There can, however, be no assurance that such a liquid market will exist in which to close a futures contract or related option or that the opposite party to the forward contract will agree to the offset, in which case the Fund my suffer a loss.

The Fund does not intend to enter into such forward or futures contracts to protect the value of its portfolio securities on a regular basis, and will not do so if, as a result, the Fund will have more than 20% of the value of its total assets committed to the consummation of such contracts. The Fund also will not enter into such forward or futures contracts or maintain a net exposure to such contracts where the consummation of the contracts would obligate the Fund to deliver an amount of Foreign currency in excess of the value of the Fund's portfolio securities or other assets denominated in that currency. Further, the Fund generally will not enter into a forward or futures contract with a term of greater than one year.

The Fund may attempt to accomplish objectives similar to those described above with respect to forward and futures contracts for currency by means of purchasing put or call options on foreign currencies on exchanges. A put option gives the fund the right to sell a currency at the exercise price until the expiration of the option. A call option gives the Fund the right to purchase a currency at the exercise price until expiration of the option.

While the Fund may enter into forward, futures and options contracts to reduce currency exchange rate risks, changes in currency prices may result in a poorer overall performance for the Fund than if it had not engaged in any such transaction. Moreover, there may be an imperfect correlation between the Fund's portfolio holdings of securities denominated in a particular currency and forward, futures or options contracts entered into by the Fund. Such imperfect correlation may prevent the Fund from achieving the intended hedge or expose the Fund to risk of foreign exchange loss.

Certain provisions of the Code may limit the extent to which the Fund may enter into forward or futures contracts or engage in options transactions. These transactions may also affect the character and timing of income and the amount of gain or loss recognized by the Fund and its stockholders for U.S. federal income tax purposes. See "Taxation—U.S. Federal Income Taxes."

Interest Rate Futures and Options Thereon

Interest Rate Futures Contracts.    The Fund may enter into futures contracts on government debt securities for the purpose of hedging its portfolio against the adverse effects of anticipated movements in interest rates. An interest rate futures contract operates in the same manner as a foreign currency futures contract (described above), except that it is an agreement to make or take delivery of a particular U.S. Government debt security. For example, the Fund may enter into futures contracts to sell U.S. Government Treasury Bills (take a "short position") in anticipation of an increase in interest rates. Generally, as interest rates rise, the market value of any fixed-income securities held by the Fund will fall, thus reducing the net asset value of the Fund. However, the value of the Fund's short position in the futures contracts will also tend to increase, thus offsetting all or a portion of the depreciation in the market value of the Fund's fixed-income investments which are being hedged. The Fund may also enter into futures contracts to purchase government debt securities (take a "long position") in anticipation of a decline in interest rates. The Fund might employ this strategy in order to offset entirely or in part an increase in the cost of any fixed-income securities it intends to subsequently purchase.

Options on Futures Contracts.    The Fund may purchase and write call and put options on interest rate futures contracts which are traded on contract markets and enter into closing transactions with respect to such options to terminate an existing position. The Fund may use such options in connection with its hedging strategies. Generally, these strategies would be employed under the same market and market sector conditions in which the Fund enters into futures contracts. An option on an interest rate futures contract operates in the same manner as an option on a foreign currency futures contract (described above), except that it gives the purchaser the right, in return for the premium paid, to assume a position in an interest rate futures contract instead of a currency futures contract. The Fund may

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purchase put options on futures contracts rather than taking a short position in the underlying futures contract in anticipation of an increase in interest rates. Similarly, the Fund my purchase call options on futures contracts as a substitute for taking along position in futures contracts to hedge against the increased cost resulting from a decline in interest rates of fixed-income securities which the Fund intends to purchase. The Fund may also write a call option on a futures contract rather than taking a short position in the underlying futures contract, or write a put option on a futures contract rather than taking a long position in the underling futures contracts. The writing of an option, however, will only constitute a partial hedge, since the Fund could be required to enter into a futures contract at an unfavorable price and will in any event be able to benefit only to the extent of the premium received.

Risk Factors in Transactions in Interest Rate Futures Contracts and Options Thereon.    The Fund's ability to effectively hedge all of a portion of its fixed-income securities through the use of interest rate futures contracts and options thereon depends in part on the degree to which price movements in the securities underlying the option or futures contract correlate with price movements of the fixed-income securities held by the Fund. In addition, disparities in the average maturity or the quality of the Fund's investments as compared to the financial instrument underlying an option or futures contract may also reduce the correlation in price movements. Transactions in options on futures contracts involve similar risks, as well as the additional risk that movements in the price of the option will not correlate with movements in the price of the underlying futures contract.

Options on Securities and Stock Index Futures Contracts and Related Options

Options on Securities.    In order to hedge against market shifts, the Fund may purchase put and call options on securities. In addition, the Fund may seek to increase its income or may hedge a portion of its portfolio investment through writing (i.e., selling) covered call options. A put option gives the holder the right to sell to the writer of the option an underlying security at a specified price at any time during or at the end of the option period. In contrast, a call option gives the purchaser the right to buy the underlying security covered by the option from the writer of the option at the stated exercise price. A "covered" call option mean that so long as the Fund is obligated as the writer of the option, it will own (i) the underlying securities subject to the option, or (ii) securities convertible or exchangeable without the payment of any consideration into the securities subject to the option. As a matter of operating policy, the value of the underlying securities on which options will be written at any one time will not exceed 5% of the total assets of the Fund.

The Fund will receive a premium from writing call options, which increase the Fund's return on the underlying security in the event the option expires unexercised or is closed out at a profit. By writing a call, the Fund will limit its opportunity to profit from an increase in the market value of the underlying security above the exercise price of the option for as long as the Fund's obligations as writer of the option continues. Thus, in some periods the Fund will receive less total return and in other periods greater total return from writing covered call options than it would have received from its underlying securities had it not written call options.

The Fund may purchase options on securities that are listed on securities exchanges or traded over the counter. In purchasing a put option, the Fund will seek to benefit from a decline in the market price of the underlying security, while in purchasing a call option, the Fund will seek to benefit from an increase in the market price of the underlying security. If an option purchased is not sold or exercised when it has remaining value, or if the market price of the underlying security remains equal to or greater than the exercise price, in the case of a put, or remains equal to or below the exercise price, in the case of a call, during the life of the option, the Fund will lose its investment in the option. For the purchase of an option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price, in the case of a put, and must increase significantly above the exercise price, in the case of a call, to cover the premium and transaction costs. Because premiums paid by the Fund on options are small in relation to the market value of the investments underlying the options, buying options can result in large amounts of leverage. The leverage offered by trading in options could cause the Fund's net asset value to be subject to more frequent and wider fluctuation than would be the case if the Fund did not invest in options.

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Stock Index Futures Contracts and Related Options.    The Fund may, for hedging purpose, enter into stock index futures contracts and purchase and write put and call options on stock index futures contracts, in each case that are traded or regulated exchanges, including non-U.S. exchanges to the extent permitted by the CFTC. A stock index futures contract operates in the same manner as a foreign currency futures contract (described above), except that it is an agreement to take or make delivery of an amount of cash equal to the difference between the value of the index at the beginning and at the end of the contract period. Successful use of stock index futures will be subject to the Investment Manager's ability to predict correctly movements in the direction of the relevant stock market. No assurance can be given that the Investment Manager's judgment in this respect will be correct.

The Fund may enter into stock index futures contracts to sell a stock index in anticipation of or during a market decline to attempt to offset the decrease in market value of equity security in its portfolio that might otherwise result. When the Fund is not fully invested in common stocks and anticipates a significant market advance, it may enter into futures contracts to purchase that index in order to gain rapid market exposure that may in part or entirely offset increases in the cost of common stocks that in intends to purchase. In a substantial majority of these transactions, the Fund will purchase such securities upon termination of the futures position but, under unusual market conditions a futures position may be terminated without the corresponding purchase of common stock.

The Fund may purchase and write put and call options on stock index futures contracts in order to hedge all or a portion of its investment and my enter into closing purchase transactions with respect to written options in order to terminate existing positions. There is no guarantee that such closing transactions can be effected. An option on a stock index futures contract gives the purchaser the right, in return for the premium paid, to assume a position in a stock index futures contract.

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APPENDIX B

[Form of Subscription Certificate]
VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
NEW YORK TIME ON THE EXPIRATION DATE

Control No.

Maximum Primary Subscription Shares Available

THE CHINA FUND, INC.
SUBSCRIPTION RIGHTS FOR COMMON STOCK

Dear Stockholder:

IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THE TEAR OFF CARD.

As the registered owner of the Subscription Certificate below, you are entitled to subscribe for the number of shares of Common Stock, $.01 par value per share, of The China Fund, Inc. (the "Fund"), shown above pursuant to the Primary Subscription Right and upon the terms and conditions and at the Subscription Price for each share of Common Stock specified in the Prospectus relating thereto. The Rights represented hereby include the Over-Subscription Privilege for Rights Holders, as described in the Prospectus. Each Record Date Stockholder who fully exercises all Rights issued to him is entitled to subscribe for Shares which were not otherwise subscribed for by others in the Primary Subscription (the "Over-Subscription Privilege"). If enough Shares are available, or if the Board of the Fund approved the distribution of additional Shares, all of these requests will be honored in full. Regardless of whether the Fund issues such additional Shares, to the extent Shares are not available to honor all requests, the available Shares will be allocated pro rata among those Record Date Stockholders who over-subscribe based on the number of Rights originally issued to them by the Fund.

Stock certificates for primary share subscriptions will be delivered as soon as practicable after receipt of the required completed Subscription Certificate and after full payment has been received and cleared. Stock certificates for over-subscriptions will be delivered as soon as practicable after full payment for such Shares have been received and cleared and after all allocations have been effected.

THE SUBSCRIPTION RIGHT IS NON-TRANSFERABLE

Payment must be in U.S. dollars. Only money orders or checks drawn on a bank located in the continental United States and made payable to The China Fund, Inc. will be accepted. Please reference your rights card control number on your check, money order or notice of guaranteed delivery. You may request that your bank, trust company or broker (if a member of the New York Stock Exchange) submit a Notice of Guaranteed Delivery on your behalf by 5:00 p.m. on the Expiration Date.

VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
NEW YORK TIME ON THE EXPIRATION DATE:                     , 2005

Control No.                             Rights Represented by this Subscription Certificate                                          Account No.                                         

THE CHINA FUND, INC.
SUBSCRIPTION RIGHTS FOR COMMON STOCK
(Complete appropriate section on reverse side of this form)

The registered owner of this Subscription Certificate named below, or assigns, is entitled to the number of Rights shown above to subscribe for the Common Stock, $.01 par value, of The China Fund, Inc. (the "Fund"), in the ratio of one share of Common Stock for each three Rights, pursuant to the Offer and upon the terms and conditions and at the price for each share of Common Stock specified in the

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Prospectus relating thereto. The Rights represented hereby include the Over-Subscription Privilege for Record Date Stockholders only, as described in the Prospectus. Under this Privilege, each Record Date Stockholder who fully exercises all Rights issued to him is entitled to subscribe for Shares which were not otherwise subscribed for by others in the Primary Subscription, or additional Shares issued by the Fund subject to Board approval, and subject to pro rata allocation if in sufficient additional Shares are available. Stock certificates for the shares subscribed for pursuant to the Primary Subscription Right will be delivered as soon as practicable after receipt of the required completed Subscription Certificate and after full payment has been received and cleared. Stock certificates for the shares subscribed for pursuant to the Over-Subscription Privilege will be delivered as soon as practicable after full payment has been received and cleared and after all allocations have been effected. Any additional payment required from a Record Date Stockholder must be received by the Subscription Agent by                , 2005, unless the Offer is extended. Any excess payment to be refunded by the Fund to a Record Date Stockholder will be delivered as soon as practicable after the Expiration Date. To subscribe pursuant to the Primary Subscription Right, three Rights and the Subscription Price are required for each share of Common Stock. To subscribe for additional Shares pursuant to the Over-Subscription Privilege, the Subscription Price is required for each share of Common Stock, subject to the terms of the Over-Subscription Privilege as described in the Prospectus. Payment of the Estimated Subscription Price of $                per share must accompany the Subscription Certificate. See reverse side of form.

To subscribe for your primary shares please complete line "A" on the card below.

Example:

88 shares = 88 rights (88 rights will be AUTOMATICALLY rounded up to 90 rights, the nearest number of rights divisible by three)

90 rights divided by 3 = 30 primary shares

The maximum number of primary subscription shares would be 30

A.   30   x     $         = $           (No. of shares)

To subscribe for any over-subscription shares please complete line "B" below.

Please Note:    Only Record Date Stockholders who have exercised their Primary Subscription in full may apply for shares pursuant to the Over-Subscription Privilege.

Payment of Shares:    Full payment for both the primary and over-subscription shares or a notice of guaranteed delivery must accompany this subscription. Please reference your rights card control number on your check, money order or notice of guaranteed delivery.

If the aggregate Estimated Subscription Price paid by a Record Date Stockholder is insufficient to purchase, at the Estimated Subscription Price, the number of shares of Common Stock that the holder indicates are being subscribed for, or if a Record Date Stockholder does not specify the number of shares of Common Stock to be purchased, then the Record Date Stockholder will be deemed to have exercised first, the Primary Subscription Right (if not already fully exercised) and second, the Over-Subscription Privilege to purchase shares of Common Stock to the full extent of the payment rendered. If the aggregate Estimated Subscription Price paid by a Record Date Stockholder exceeds the amount necessary to purchase, at the Estimated Subscription Price, the number of shares of Common Stock for which the Record Date Stockholder has indicted an intention to subscribe, then the Record Date Stockholder will be deemed to have exercised first, the Primary Subscription Right (if not already fully exercised) and second, the Over-Subscription Privilege to the full extent of the excess payment tendered.

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Expiration Date (               , 2005 unless extended)

                                    PLEASE FILL IN ALL APPLICABLE INFORMATION

To:    EquiServe Attention: Corporate Actions
By Mail: Equiserve Trust Company, N.A. Corporate Actions P.O. Box 859208 Braintree, MA 02185-9208				By Facsimile: (781) 575-4826 With the original Subscription Certificate to be sent by mail, hand or overnight courier. Confirm facsimile by telephone to (781) 575-4816
By Overnight Courier: Equiserve Trust Company, N.A. 161 Bay State Drive Braintree, MA 02184				By Hand: Equiserve Trust Company, N.A. 17 Battery Place 11th Floor New York, NY 10004
A.    Primary Subscription_____________    x    $____    =     $___________ (3 Rights = 1 share)(No. of Shares)(Estimated Subscription Price)

B.    Over-Subscription Privilege________    x    $____    =     $______(1) (Shares)(Estimated Subscription Price)				(1)  The Over-Subscription Privilege can be exercised only by a Record Date Stockholder, as described in the Prospectus, and only if the Rights initially issued to him are exercised in full.

C.    Amount of Check Enclosed                                        =     $_______ (or amount in Notice of Guaranteed Delivery)

TO SUBSCRIBE: I hereby irrevocably subscribe for the number of shares of Common Stock indicated as the total of A and B hereon upon the terms and conditions specified in the Prospectus relating thereto, receipt of which is acknowledged. I hereby agree that if I fail to pay for the shares of Common Stock for which I have subscribed (or are deemed to have subscribed for as set forth above), the Fund may exercise any of the remedies set forth in the Prospectus.

Signature(s) of Subscriber(s)

Address for delivery of Shares if other than shown on front

If permanent change of address, check here

Please give your telephone number: (    )                                                     

Please give your e-mail address:

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APPENDIX C

[Form of Notice of Guaranteed Delivery]

NOTICE OF GUARANTEED DELIVERY
For Shares of Common Stock of

THE CHINA FUND, INC.
Subscribed for under Primary Subscription
and the Over-Subscription Privilege

As set forth in the Prospectus, this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all shares of the Fund's Common Stock (the "Shares") subscribed for under the Primary Subscription and the Over-Subscription Privilege. Such form may be delivered by hand or sent by facsimile transmission, overnight courier or first class mail to the Subscription Agent.

The Subscription Agent is:

Equiserve Trust Company, N.A.

By First Class Mail				By Hand:
Corporate Actions P.O. Box 859208 Braintree, MA 02185-9208				Equiserve Trust Company, N.A. 17 Battery Place 11th Floor New York, NY 10004
By Express Mail or Overnight Courier:
Equiserve Trust Company, N.A. 161 Bay State Drive Braintree, MA 02184

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.

The New York Stock Exchange member firm or bank or trust company which completes this form must communicate this guarantee and the number of Shares subscribed for in connection with this guarantee (separately disclosed as to the Primary Subscription and the Over-Subscription Privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., New York time, on the Expiration Date, unless extended, guaranteeing delivery of (a) payment in full for all subscribed Shares and (b) a properly completed and signed copy of the Subscription Certificate (which certificate and full payment must then be delivered to the Subscription Agent no later than the close of business of the third business day after the Expiration Date, unless extended). Failure to do so will result in a forfeiture of the Rights.

GUARANTEE

The undersigned, a member firm of the New York Stock Exchange or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., New York City time, on the third Business Day after the Expiration Date (                    , 2005, unless extended as described in the Prospectus) of (a) a properly completed and executed Subscription Certificate and (b) payment of the full Subscription Price for Shares subscribed for on Primary Subscription and for any additional Shares subscribed for pursuant to the Over-Subscription Privilege, as subscription for such Shares is indicated herein or in the Subscription Certificate.

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Broker Assigned Control #               

THE CHINA FUND, INC.

1.  Primary Subscription

Number of Rights to be exercised

Number of Primary Shares requested for which you are guaranteeing delivery of Rights and Payment

Payment to be made in connection with Primary Shares

Rights

Shares (Rights /3)

$

2.  Over-Subscription

Number of Over- Subscription Shares requested for which you are guaranteeing payment                         Shares

Payment to be made in connection with Over- Subscription Shares                $

3.  Totals

Total Number of Rights to be Delivered                                 Rights

Total Number of Shares to be Delivered                         Shares

$                              Total Payment

Method of delivery (circle one)

A.	Through DTC

B.	Direct to EquiServe, as Subscription Agent. Please reference below the registration of the Rights to be delivered.

Please assign a unique control number for each guarantee submitted. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.

____________________________ Name of Firm				____________________________ Authorized Signature
____________________________ DTC Participant Number				____________________________ Title
____________________________ Address				____________________________ Name (Please Type or Print)
____________________________ Zip Code				____________________________ Phone Number
____________________________ Contact Name				____________________________ Date

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APPENDIX D

[Form of Nominee Holder Over-Subscription Exercise Form]

THE CHINA FUND, INC.
RIGHTS OFFERING

NOMINEE HOLDER OVER-SUBSCRIPTION EXERCISE FORM
PLEASE COMPLETE ALL APPLICABLE INFORMATION

BY FIRST CLASS MAIL:				BY EXPRESS MAIL OR OVERNIGHT COURIER:				BY HAND:
EquiServe Trust Company, N.A. Attn: Corporate Actions P.O. Box 859208 Braintree, MA 02185-9208				EquiServe Trust Company, N.A. 161 Bay State Drive Braintree, MA 02184				EquiServe Trust Company, N.A. 17 Battery Place, 11th Floor New York, NY 10004

THIS FORM IS TO BE USED ONLY BY NOMINEE HOLDERS TO EXERCISE THE OVER-SUBSCRIPTION PRIVILEGE IN RESPECT OF RIGHTS WITH RESPECT TO WHICH THE PRIMARY SUBSCRIPTION RIGHT WAS EXERCISED AND DELIVERED THROUGH THE FACILITIES OF A COMMON DEPOSITORY. ALL OTHER EXERCISES OF OVER-SUBSCRIPTION PRIVILEGES MUST BE EFFECTED BY THE DELIVERY OF THE SUBSCRIPTION CERTIFICATES.

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE FUND'S PROSPECTUS DATED                 , 2005 (THE "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE FUND.

VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT WITH PAYMENT IN FULL BY 5:00 PM, NEW YORK TIME, ON                 , 2005, UNLESS EXTENDED BY THE FUND (THE "EXPIRATION DATE").

1.    The undersigned hereby certifies to the Subscription Agent that it is a participant in                                            [Name of Depository] (the "Depository") and that it has either (i) exercised the Primary Subscription Right in respect of Rights and delivered such exercised Rights to the Subscription Agent by means of transfer to the Depository Account of the Fund or (ii) delivered to the Subscription Agent a Notice of Guaranteed Delivery in respect of the exercise of the Primary Subscription Right and will deliver the Rights called for in such Notice of Guaranteed Delivery to the Subscription Agent by means of transfer to such Depository Account of the Fund.

2.    With respect to Record Date Stockholders, the undersigned hereby exercises the Over-Subscription Privilege to purchase, to the extent available,                                  shares of Common Stock and certifies to the Subscription Agent that such Over-Subscription Privilege is being exercised for the account or accounts of persons (which may include the undersigned) on whose behalf all Primary Subscription Rights have been exercised. (*)

*	PLEASE COMPLETE THE BENEFICIAL OWNER CERTIFICATION ON THE BACK HEREOF CONTAINING THE RECORD DATE SHARE POSITION, THE NUMBER OF PRIMARY SHARES SUBSCRIBED FOR AND THE NUMBER OF SHARES REQUESTED PURSUANT TO THE OVER-SUBSCRIPTION PRIVILEGE BY EACH SUCH OWNER.

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3.    The undersigned understands that payment of the Estimated Subscription Price of $                   per share of each share of Common Stock subscribed for pursuant to the Over-Subscription Privilege must be received by the Subscription Agent at or before 5:00 p.m., New York time, on the Expiration Date and represents that such payment, in the aggregate amount of $                        , either (check the appropriate box):

	has been or is being delivered to the Subscription Agent pursuant to the Notice of Guaranteed Delivery referred to above

or

    is being delivered to the Subscription Agent herewith,

or

    has been delivered separately to the Subscription Agent;

and, in the case of funds not delivered pursuant to a Notice of Guaranteed Delivery, is or was delivered in the manner set forth below (check the appropriate box and complete the information relating thereto)

    uncertified check

    certified check

    bank draft

Depository Primary Subscription Confirmation Number(s)				Name of Nominee Holder
Depository Participant Number				Address
				CityStateZip Code
				By:   __________________________________   Name:   Title:
Contact Name __________________________
Phone Number: __________________________

Dated         , 1994

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THE CHINA FUND, INC.
BENEFICIAL OWNER CERTIFICATE

The undersigned, a bank, broker or other nominee holder of Rights ("Rights") to purchase shares of Common Stock, $0.01 par value ("Common Stock"), of The China Fund, Inc. (the "Fund") pursuant to the Rights offering (the "Offer") described and provided for in the Fund's Prospectus dated                     , 2005 (the "Prospectus") hereby certifies to the Fund and to EquiServe Trust Company, N.A., as Subscription Agent for such Offer, that for each numbered line filled in below the undersigned has exercised, on behalf of the beneficial owner thereof (which may be the undersigned), the number of Rights specified on such line in the Primary Subscription (as defined in the Prospectus) and such beneficial owner wishes to subscribe for the purchase of additional shares of Common Stock pursuant to the Over-Subscription Privilege (as defined in the Prospectus), in the amounts set forth in the third and fourth column of such line:

				Record Date Shares				Number of Rights Exercised in the Primary Subscription				Number of Shares Requested Pursuant to the Over-Subscription Privilege
1)
2)
3)
4)
5)
6)
7)
8)
9)
10)

Name of Nominee Holder				Depository Participant Number
By:   __________________________________
Name: Title:				Depository Primary Subscription Confirmation Number(s)

Dated:                           , 2005

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APPENDIX E

THE CHINA FUND, INC.
PROXY VOTING POLICY AND PROCEDURES

The Board of Directors of The China Fund, Inc. (the "Fund") hereby adopts the following policy and procedures with respect to voting proxies relating to Fund securities managed by Martin Currie Inc. and Asian Direct Capital Management (the "Listed Investment Manager" and the "Direct Investment Manager," respectively and the "Investment Managers," collectively).

I.	Policy

It is the policy of the Board of Directors of the Fund (the "Board") to delegate the responsibility for voting proxies relating to securities held by the Fund to the Investment Managers as a part of the Managers' general management of the Fund's assets, subject to the Board's continuing oversight. The Board of Directors of the Fund hereby delegates such responsibility to the Investment Managers, and directs each Investment Manager to vote proxies relating to Fund portfolio securities managed by the Investment Manager consistent with the duties and procedures set forth below. The Investment Managers may retain one or more vendors to review, monitor and recommend how to vote proxies in a manner consistent with the duties and procedures set forth below, to ensure such proxies are voted on a timely basis and to provide reporting and/or record retention services in connection with proxy voting for the Fund.

II.	Fiduciary Duty

The right to vote a proxy with respect to securities held by the Fund is an asset of the Fund. Each Investment Manager, to which authority to vote on behalf of the Fund is delegated, acts as a fiduciary of the Fund and must vote proxies in a manner consistent with the best interest of the Fund and its shareholders. In discharging this fiduciary duty, each Investment Manager must maintain and adhere to its policies and procedures for addressing conflicts of interest and must vote in a manner substantially consistent with its policies, procedures and guidelines, as presented to the Board.

III.	Procedures

The following are the procedures adopted by the Board for the administration of this policy:

A.    Review of Investment Managers' Proxy Voting Procedures.    The Investment Managers shall present to the Board their policies, procedures and other guidelines for voting proxies at least annually, and must notify the Board promptly of material changes to any of these documents, including changes to policies addressing conflicts of interest.

B.    Voting Record Reporting.    Each Investment Manager shall provide the voting record information necessary for the completion and filing of Form-NPX to the Fund at least annually. Such voting record information shall be in a form acceptable to the Fund and shall be provided at such time(s) as are required for the timely filing of Form-NPX and at such additional time(s) as the Fund and the Investment Manager may agree from time to time. With respect to those proxies that an Investment Manager has identified as involving a conflict of interest,¹ the Investment Manager shall submit a separate report indicating the nature of the conflict of interest and how that conflict was resolved with respect to the voting of the proxy.

C.    Record Retention.    The Investment Manager shall maintain such records with respect to the voting of proxies as may be required by the Investment Advisers Act of 1940 and the rules promulgated thereunder or by the Investment Company Act of 1940 and the rules promulgated thereunder.

1

As it is used in this document, the term "conflict of interest" refers to a situation in which the Investment Managers or affiliated persons of the Investment Managers have a financial interest in a matter presented by a proxy other than the obligation they incur as Investment Managers to the Fund which could potentially compromise the Investment Managers' independence of judgment and action with respect to the voting of the proxy.

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D.    Conflicts of Interest.    Any actual or potential conflicts of interest between an Investment Manager and the Fund's shareholders arising from the proxy voting process will be addressed by the relevant Investment Manager and the Investment Manager's application of its proxy voting procedures pursuant to the delegation of proxy voting responsibilities to the Investment Manager. In the event that the Investment Manager notifies the officer(s) of the Fund that a conflict of interest cannot be resolved under the Investment Manager's Proxy Voting Procedures, such officer(s) are responsible for notifying the Chairman of the Board of the Fund of the irreconcilable conflict of interest and assisting the Chairman with any actions he determines are necessary.

IV.	Revocation

The delegation by the Board of the authority to vote proxies relating to securities of the Fund is entirely voluntary and may be revoked by the Board, in whole or in part, at any time.

V.	Annual Filing

The Fund shall file an annual report of each proxy voted with respect to securities of the Fund during the twelve-month period ended June 30 on Form N-PX not later than August 31 of each year.²

VI.	Disclosures

A.    The Fund shall include in its annual report filed on Form N-CSR:

1.    a description of this policy and of the policies and procedures used by the Fund and the Investment Managers to determine how to vote proxies relating to portfolio securities or copies of such policies and procedures; and

2.    a statement disclosing that a description of the policies and procedures used by or on behalf of the Fund to determine how to vote proxies relating to securities of the Fund is available without charge, upon request, by calling the Fund's toll-free telephone number; through a specified Internet address, if applicable; and on the SEC's website; and

3.    a statement disclosing that information regarding how the Fund voted proxies relating to Fund securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling the Fund's toll-free telephone number; or through a specified Internet address; or both; and on the SEC's website.

VII.	Review of Policy

The Board shall review from time to time this policy to determine its sufficiency and shall make and approve any changes that it deems necessary from time to time.

Adopted: September 12, 2003

2	The Fund must file its first report on Form N-PX not later than August 31, 2004, for the twelve-month period beginning July 1, 2003, and ending June 30, 2004.

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PROXY VOTING POLICY
ASIAN DIRECT CAPITAL MANAGEMENT

Introduction

Asian Direct Capital Management ("ADCM") seeks to vote proxies in the best interests of its clients. In the ordinary course, this entails voting proxies in a way which ADCM believes will maximize the monetary value of each portfolio's holdings. ADCM takes the view that this will benefit our direct clients (e.g. investment funds) and, indirectly, the ultimate owners and beneficiaries of those clients (e.g. fund shareholders).

Oversight of the proxy voting process is the responsibility of the ADCM Investment Committee. ADCM's Compliance Officer is responsible for implementing processes and procedures to ensure the objectives of this policy are properly carried out. In addition to voting proxies, ADCM:

(1)	describes its proxy voting procedures to its clients in Part II of its Form ADV;

(2)	provides the client with this written proxy policy, upon request;

(3)	discloses to its clients how they may obtain information on how ADCM voted the client's proxies;

(4)	matches proxies received with holdings as of record date;

(5)	reconciles holdings as of record date and rectifies any discrepancies;

(6)	generally applies its proxy voting policy consistently and keeps records of votes for each client;

(7)	documents the reason(s) for voting for all non-routine items; and

(8)	keeps records of such proxy voting available for inspection by the client or governmental agencies.

Process

All proxies received on behalf of ADCM clients are voted according to our guidelines listed below, as long as there are no special circumstances relating to that company or proxy request.

However, from time to time, proxy votes will be solicited which (i) involve special circumstances and require additional research and discussion or (ii) are not directly addressed by our policies. These proxies are identified through a number of methods, including but not limited to concerns of clients, review by internal proxy specialists, and questions from consultants.

In instances of special circumstances or issues not directly addressed by our policies, the Investment Team is consulted for a determination of the proxy vote. The first determination is whether there is a material conflict of interest between the interests of our client and those of ADCM. If the Investment Team determines that there is a material conflict, the process detailed below under "Potential Conflicts" is followed. If there is no material conflict, we examine each of the issuer's proposals in detail in seeking to determine what vote would be in the best interests of our clients. At this point, the Investment Committee makes a voting decision based on maximizing the monetary value of each portfolios' holdings. However, the Investment Committee may determine that a proxy involves the consideration of particularly significant issues and may seek additional guidance from ADCM's Compliance Officer, and SSgA Compliance personnel.

ADCM also endeavors to show sensitivity to local market practices when voting proxies of non-U.S. issuers.

Voting

For most issues and in most circumstances, we abide by the following general guidelines. However, as discussed above, in certain circumstances, we may determine that it would be in the best interests of our clients to deviate from these guidelines.

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Management Proposals

I.	ADCM votes in support of management on the following ballot items, which are fairly common management sponsored initiatives:

•	Elections of directors who do not appear to have been remiss in the performance of their oversight responsibilities

•	Approval of auditors

•	Directors' and auditors' compensation

•	Directors' liability and indemnification

•	Discharge of board members and auditors

•	Financial statements and allocation of income

•	Dividend payouts that are greater than or equal to country and industry standards

•	Authorization of share repurchase programs

•	General updating of or corrective amendments to charter

•	Change in Corporation Name

•	Elimination of cumulative voting.

II.	ADCM votes in support of management on the following items, which have potentially substantial financial or best-interest impact:

•	Capitalization changes which eliminate other classes of stock and voting rights (*)

•	Changes in capitalization authorization for stock splits, stock dividends, and other specified needs which are no more than 50% of the existing authorization for U.S. companies and no more than 100% of existing authorization for non-U.S. companies

•	Elimination of pre-emptive rights for share issuance of less than a given percentage (country specific – ranging from 5% to 20%) of the outstanding shares

•	Elimination of "poison pill" rights

•	Stock purchase plans with an exercise price of not less that 85% of fair market value

•	Stock option plans which are incentive based and not excessive

•	Other stock-based plans which are appropriately structured

•	Reductions in super-majority vote requirements

•	Adoption of anti-"greenmail" provisions.

III.	ADCM votes against management on the following items, which have potentially substantial financial or best interest impact:

•	Capitalization changes that add "blank check" classes of stock or classes that dilute the voting interests of existing shareholders

•	Changes in capitalization authorization where management does not offer an appropriate rationale or which are contrary to the best interest of existing shareholders

•	Anti-takeover and related provisions that serve to prevent the majority of shareholders from exercising their rights or effectively deter appropriate tender offers and other offers

•	Amendments to bylaws which would require super-majority stockholder votes to pass or repeal certain provisions

(*)	Except in the case of unlisted companies where such provisions have been designed to protect the interest of the Fund.

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•	Elimination of Shareholders' Right to Call Special Meetings

•	Establishment of classified boards of directors

•	Reincorporation in a state which has more stringent anti-takeover and related provisions

•	Shareholder rights plans that allow the board of directors to block appropriate offers to shareholders or which trigger provisions preventing legitimate offers from proceeding

•	Excessive compensation

•	Change-in-control provisions in non-salary compensation plans, employment contracts, and severance agreements which benefit management and would be costly to shareholders if triggered

•	Adjournment of Meeting to Solicit Additional Votes

•	"Other business as properly comes before the meeting" proposals which extend "blank check" powers to those acting as proxy

•	Proposals requesting re-election of insiders or affiliated directors who serve on audit, compensation, and nominating committees.

IV.	ADCM evaluates Mergers and Acquisitions on a case-by-case basis. Consistent with our proxy policy, we support management in seeking to achieve their objectives for shareholders. However, in all cases, ADCM uses its discretion in order to maximize stockholder value. ADCM, generally votes, as follows:

•	Against offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-U.S. markets

•	For offers that concur with index calculators treatment and our ability to meet our clients return objectives for passive funds

•	Against offers when there are prospects for an enhanced bid or other bidders

•	For proposals to restructure or liquidate closed end investment funds in which the secondary market price is substantially lower than the net asset value.

Shareholder Proposals

Traditionally, stockholder proposals have been used to encourage management and other shareholders to address socio-political issues. ADCM believes that it is inappropriate to use client assets to attempt to affect such issues. Thus, we examine stockholder proposals primarily to determine their economic impact on shareholders.

I.	ADCM votes in support of shareholders on the following ballot items, which are fairly common shareholder-sponsored initiatives:

•	Requirements that auditors attend the annual meeting of shareholders

•	Establishment of an annual election of the board of directors

•	Mandates requiring a majority of independent directors on the Board of Directors and the audit, nominating, and compensation committees

•	Mandates that amendments to bylaws or charters have stockholder approval

•	Mandates that shareholder-rights plans be put to a vote or repealed

•	Establishment of confidential voting

•	Expansions to reporting of financial or compensation-related information, within reason

•	Repeals of various anti-takeover related provisions

•	Reduction or elimination of super-majority vote requirements

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•	Repeals or prohibitions of "greenmail" provisions

•	"Opting-out" of business combination provisions

•	Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee.

II.	In light of recent events surrounding corporate auditors and taking into account corporate governance provisions released by the SEC, NYSE, and NASDAQ, ADCM votes in support of shareholders on the following ballot items, which are fairly common shareholder-sponsored initiatives:

•	Disclosure of Auditor and Consulting relationships when the same or related entities are conducting both activities

•	Establishment of selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function

•	Mandates that Audit, Compensation and Nominating Committee members should all be independent directors

•	Mandates giving the Audit Committee the sole responsibility for the selection and dismissal of the auditing firm and any subsequent result of audits are reported to the audit committee.

III.	ADCM votes against shareholders on the following initiatives, which are fairly common shareholder-sponsored initiatives:

•	Limits to tenure of directors

•	Requirements that candidates for directorships own large amounts of stock before being eligible to be elected

•	Restoration of cumulative voting in the election of directors

•	Requirements that the company provide costly, duplicative, or redundant reports; or reports of a non-business nature

•	Restrictions related to social, political, or special interest issues which affect the ability of the company to do business or be competitive and which have significant financial or best-interest impact

•	Proposals which require inappropriate endorsements or corporate actions

•	Requiring the company to expense stock options unless already mandated by FASB (or similar body) under regulations that supply a common valuation model

•	Proposal asking companies to adopt full tenure holding periods for their executives

•	Proposals requiring the disclosure of executive retirement benefits if the issuer has an independent compensation committee.

Shareholder Activism

We at ADCM agree entirely with the United States Department of Labor's position that "where proxy voting decisions may have an effect on the economic value of the plan's underlying investment, plan fiduciaries should make proxy voting decisions with a view to enhancing the value of the shares of stock" (IB 94-2). Our proxy voting policy and procedures are designed to ensure that our clients receive the best possible returns on their investments.

Potential Conflicts

As discussed above under Process, from time to time, the Investment Committee will review a proxy which presents a potential material conflict. For example, ADCM or its affiliates may provide services to a company whose management is soliciting proxies, or to another entity which is a proponent of a

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particular proxy proposal. Another example could arise when ADCM has business or other relationships with participants involved in proxy contests, such as a candidate for a corporate directorship.

As a fiduciary to its clients, ADCM takes these potential conflicts very seriously. While ADCM's only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients' best interests and are not affected by ADCM's potential conflict, there are a number of courses ADCM may take. The final decision as to which course to follow shall be made by the Investment Committee.

When the matter falls clearly within one of the proposals enumerated above, casting a vote which simply follows ADCM's pre-determined policy would eliminate ADCM's discretion on the particular issue and hence avoid the conflict.

In other cases, where the matter presents a potential material conflict and is not clearly within one of the enumerated proposals, or is of such a nature that ADCM believes more active involvement is necessary, the Investment Committee will follow one of two courses of action. First, ADCM may employ the services of a third party, wholly independent of ADCM, its affiliates and those parties involved in the proxy issue, to determine the appropriate vote.

Second, in certain situations the Investment Committee may determine that the employment of a third party is unfeasible, impractical or unnecessary. In such situations, the Investment Committee shall make a decision as to the voting of the proxy. The basis for the voting decision, including the basis for the determination that the decision is in the best interests of ADCM's clients, shall be formalized in writing as a part of the minutes to the ADCM Investment Committee. As stated above, which action is appropriate in any given scenario would be the decision of the Investment Committee in carrying out its duty to ensure that the proxies are voted in the clients', and not ADCM's, best interests.

Recordkeeping

In accordance with applicable law, ADCM shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in ADCM's office:

(1)	ADCM's Proxy Voting Policy and any additional procedures created pursuant to such Policy;

(2)	a copy of each proxy statement ADCM receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do so or by obtaining a copy of the proxy statement from the EDGAR database);

(3)	a record of each vote cast by ADCM (note: this requirement may be satisfied by a third party who has agreed in writing to do so);

(4)	a copy of any document created by ADCM that was material in making its voting decision or that memorializes the basis for such decision; and

(5)	a copy of each written request from a client, and response to the client, for information on how ADCM voted the client's proxies.

Disclosure of Client Voting Information

Any client who wishes to receive information on how its proxies were voted should contact ADCM's Compliance Officer.

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MARTIN CURRIE, INC.
STATEMENT OF POLICIES AND PROCEDURES
PROXY VOTING

Martin Currie, Inc. ("Martin Currie") has adopted a Statement of Policies and Procedures for Voting Proxies (the "Policies and Procedures") designed to ensure that it votes proxies in the best interests of its Clients in accordance with its fiduciary duties, Rule 206(4)-6 under the Investment Advisers Act of 1940 and other applicable law. The Policies and Procedures do not apply to any Client who has retained authority and discretion to vote its own proxies or delegated such authority and discretion to a third party.

Proxy Voting Policies

Martin Currie recognizes the importance of good corporate governance in ensuring that management and boards of directors fulfil their obligations to shareholders. As part of its investment process, it takes into account the attitudes of management and boards of directors on corporate governance issues when deciding whether to invest in a company. As set out in the Policies and Procedures, it is Martin Currie's general policy to support management of the companies in which it invests and it will generally cast votes in accordance with management's proposals. However, it reserves the right to depart from this policy in order to avoid voting decisions that it believes may be contrary to its Clients' best interests.

The Policies and Procedures also contain proxy voting policies relating to specific issues, such as: the election of directors; the appointment of auditors; changes to a company's charter, articles of incorporation or bylaws; corporate restructurings, mergers and acquisitions; transparency and accountability in corporate governance; proposals regarding social, political and environmental issues; and executive compensation. Martin Currie applies these proxy-voting policies flexibly and reserves the right to vote contrary to the policies when it believes they may be contrary to its Clients' best interests.

Martin Currie is a global investment manager, and it invests significantly in emerging markets. It should be noted that protection for shareholders may vary significantly from jurisdiction to jurisdiction, and in some cases may be substantially less than in the U.S. or developed countries.

Proxy Voting Procedures

Martin Currie's Market Data Team is responsible for the coordination of proxy voting and liaises with Product Managers and/or the Proxy Voting Committee. The Product Managers are responsible for evaluating proxies and determining voting decisions in accordance with the general principles of the Policies and Procedures.

The Proxy Voting Committee, which comprises senior investment personnel and representatives of the Legal & Compliance Department, regularly reviews the proxy policies and considers specific proxy voting matters in certain situations.

Conflicts of Interest

Martin Currie recognizes that there is a potential conflict of interest when it votes a proxy solicited by an issuer with whom it has a material business or personal relationship that may affect how it votes on the issuer's proxy. Martin Currie believes that oversight by the Committee ensures that proxies are voted with only its Clients' best interests in mind. In order to avoid any perceived conflict of interests, procedures have been established for use when proxy votes are issued by existing Clients or where Martin Currie holds a significant voting percentage of the company.

Proxies of Certain Non-U.S. Issuers

Proxy voting in certain countries requires "share blocking." That is, shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting (usually one week) with a designated depositary. During this blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to the Clients' custodian banks. Martin Currie may determine that the value of exercising the vote does not outweigh the detriment of not being able to transact in the shares during this period. In such cases, Martin Currie may abstain from voting the affected shares.

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Availability of Policies and Procedures and Proxy Voting Record

Clients may obtain a copy of the Policies and Procedures and information on how Martin Currie voted with respect to their proxies by contacting the Client Services Team at Martin Currie, Inc., Saltire Court, 20 Castle Terrace, Edinburgh, Scotland, EH1 2ES, tel. 011-44-131-229-5252, fax 011-44-131-222-2527 or email Clientservices@martincurrie.com.

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No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus in connection with the offer made by this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Fund or the Investment Managers. This prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other than the Shares of common stock offered by this prospectus, nor does it constitute an offer to sell or a solicitation of any offer to buy the Shares of common stock by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any such person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that information contained herein is correct as of any time subsequent to the date hereof. However, if any material change occurs while this prospectus is required by law to be delivered, the prospectus will be amended or supplemented accordingly.

             Shares

The China Fund, Inc.

Common Stock

PROSPECTUS

                , 2005

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PART C. — OTHER INFORMATION

Item 25. Financial Statements and Exhibits

	(1)	Financial Statements.

Schedule of Investments at October 31, 2004.†

Statement of Assets and Liabilities at October 31, 2004.†

Statement of Operations for the fiscal year ended October 31, 2004.†

Statement of Changes in Net Assets for the fiscal year ended October 31, 2004 and the fiscal year ended October 31, 2003.†

Financial Highlights.†

Notes to Financial Statements.†

Report of Independent Registered Public Accounting Firm, dated December 10, 2004.†

†	Incorporated by reference to the Fund's Annual Report for the Year Ended October 31, 2004, filed on January 7, 2005.

(2)	Exhibits:

(a)	Articles of Incorporation.*

(b)(1)	Amended and Restated By-Laws.*

(c)	Inapplicable.

(d) (1)	Specimen certificate for Common Stock, par value $.01 per share.*

(d) (2)	Form of Subscription Certificate (included on pages B-1 to B-2 of the Prospectus forming part of this Registration Statement).*

(d) (3)	Form of Notice of Guaranteed Delivery (included on pages C-1 to C-2 of the Prospectus forming part of this Registration Statement).*

(d) (4)	Form of Nominee Holder Over-Subscription Form (included on pages D-1 to D-2 of the Prospectus forming part of this Registration Statement).*

(d) (5)	Form of Subscription Agent Agreement.**

(e)	Dividend Reinvestment and Cash Purchase Plan.*

(f)	Inapplicable.

(g) (1)	Investment Advisory and Management Agreement dated as of March 19, 2004 between the Registrant and Martin Currie Inc.*

(g) (2)	Direct Investment Management Agreement dated as of April 3, 2001 between the Registrant and Asian Direct Capital Management Limited.*

(h) (1)	Financial Advisory Agreement among the Fund and Chatsworth Securities LLC.*

(i)	Inapplicable.

(j)(1)	Custodian Contract dated as of July 9, 1992 between the Registrant and State Street Bank and Trust Company.*

(j)(2)	Amendment to the Custodian Contract dated as of June 15, 2001 between the Registrant and State Street Bank and Trust Company.**

(k) (1)	Registrar, Transfer Agency and Service Agreement dated as of July 9, 1992 between the Registrant and State Street Bank and Trust Company.*

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(k) (2)	Administration Agreement dated as of July 9, 1992 between Registrant and State Street Bank and Trust Company.*

(k) (3)	Amendment No. 1 to the Administration Agreement dated as of March 7, 2002 between Registrant and State Street Bank and Trust Company.*

(k) (4)	Amendment No. 2 Administration Agreement dated as of March 11, 2004 between Registrant and State Street Bank and Trust Company.*

(l) (1)	Opinion and Consent of Clifford Chance US LLP.**

(l) (2)	Opinion and Consent of                 .**

(m) (1)	Designation of Agent for Service of Process by James J. Lightburn appointing the Registrant as his agent, dated July 7, 1992.*

(m) (2)	Designation of Agent for Service of Process by Nigel S. Tulloch appointing the Registrant as his agent, dated July 7, 1992.*

(n)(1)	Consent of KPMG, the Registrant's Previous Independent Registered Public Accounting Firm.*

(n)(2)	Consent of Deloitte & Touche LLP, the Registrant's Independent Registered Public Accounting Firm.*

(o)	Inapplicable.

(p)	Inapplicable.

(q)	Inapplicable.

(r)(1)	Code of Ethics of the Registrant.*

(r)(2)	Code of Ethics of Martin Currie Inc.*

(r)(3)	Code of Ethics of Asian Direct Capital Management Limited.*

*	Filed herewith.

**	To be filed by amendment.

Item 26. Marketing Arrangements

Not applicable.

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Item 27. Other Expenses of Issuance and Distribution

The following table sets forth the estimated expenses to be incurred in connection with the Offer described in this Registration Statement:

Registration fees				$12,733.38
National Association of Securities Dealers, Inc. fees				*
New York Stock Exchange listing fee				*
Printing (other than stock certificates)				*
Fees and expenses of qualification under state securities laws (including fees of counsel)				*
Accounting fees and expenses				*
Legal fees and expenses				*
Financial Adviser's fees and expenses				*
Information Agent's fees and expenses				*
Subscription Agent's fees and expenses				*
Miscellaneous				*
Total				$            *

*	To be filed by amendment.

Item 28. Persons Controlled by or under Common Control with Registrant

None.

Item 29. Number of Holders of Securities (as of March 31, 2005)

Title of Class				Number of Record Holders
Common Stock, $0.01 par value per share					10,138,287

Item 30. Indemnification

Section 2-418 of the General Corporation Law of the State of Maryland, Article XI of the Fund's Articles of Incorporation, Article VII of the Fund's By-Laws provide for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act") may be permitted to directors, officers and controlling persons of the Fund, pursuant to the foregoing provisions or otherwise, the Fund has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Fund of expenses incurred or paid by a director, officer or controlling person of the Fund in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Fund will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to Section 4 of the Financial Advisory Agreement, the Fund agrees to indemnify, defend and hold harmless the Financial Advisor against any and all loss, liability claim, damage, and expense whatsoever (including, but not limited to, all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened, or any claim whatsoever) arising out of the Fund's negligent failure to discover any untrue statement or alleged untrue statement of a material fact contained in the Information (as from time to time amended and supplemented) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Fund shall not be liable in any such case

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to the extent that any such loss, claim damage, or liability arises out of or is based upon an untrue statement, or alleged untrue statement or omission or alleged omission made in the Information, or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Fund by the Financial Advisor specifically for use in the preparation thereof.

Item 31. Business and Other Connections of Investment Adviser

The description of the business of the Investment Manager and the Direct Investment Manager is set forth under the caption "Management of the Fund" in the Prospectus forming part of this Registration Statement. Neither the Investment Manager nor the Direct Investment Manager have any other business of a substantial nature.

Information as to the directors and officers of each of the Investment Manager and the Direct Investment Manager is included in the Investment Manager and the Direct Investment Manager's respective Forms ADV (File No. 801-14261 and 801-60013, respectively) and is incorporated herein by reference thereto.

Item 32. Location of Accounts and Records

The accounts and records of the Registrant are maintained at the office of State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110.

Item 33. Management Services

Inapplicable.

Item 34. Undertakings

(a) Registrant undertakes to suspend the offering of its shares until it amends its Prospectus if:

(1) subsequent to the effective date of this Registration Statement, the net asset value per share declines more than 10% from its net asset value per share as of the effective date of the Registration Statement; or

(2) the net asset value increases to an amount greater than its net proceeds as stated in the Prospectus.

(b) Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a) (3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2) that for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

(4) that for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in

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reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(c) To comply with the restrictions on indemnification set forth in Investment Company Act Release No. IC-11330, September 2, 1980.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and the State of Massachusetts, on the 27^th day of April, 2005.

				THE CHINA FUND, INC.
				By:				/s/ Gary L. French
								Gary L. French President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Alan Tremain		Chairman of the Board and Director		April 27, 2005
Alan Tremain
/s/ Michael F. Holland		Director		April 27, 2005
Michael F. Holland
/s/ James J. Lightburn		Director		April 27, 2005
James J. Lightburn
/s/ Joe O. Rogers		Director		April 27, 2005
Joe O. Rogers
/s/ Nigel S. Tulloch		Director		April 27, 2005
Nigel S. Tulloch
/s/ Gary L. French		President (Chief Executive Officer)		April 27, 2005
Gary L. French
/s/ Ann M. Carpenter		Treasurer (Principal Financial and Accounting Officer)		April 27, 2005
Ann M. Carpenter

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INDEX TO EXHIBITS

Exhibit No.				Exhibit
(2)				Exhibits:
(a)				Articles of Incorporation.*
(b)(1)				Amended and Restated By-Laws.*
(c)				Inapplicable.
(d)(1)				Specimen certificate for Common Stock, par value $.01 per share.*
(d)(2)				Form of Subscription Certificate (included on pages B-1 to B-2 of the Prospectus forming part of this Registration Statement).*
(d)(3)				Form of Notice of Guaranteed Delivery (included on pages C-1 to C-2 of the Prospectus forming part of this Registration Statement).*
(d)(4)				Form of Nominee Holder Over-Subscription Form (included on pages D-1 to D-2 of the Prospectus forming part of this Registration Statement).*
(d)(5)				Form of Subscription Agent Agreement.**
(e)				Dividend Reinvestment and Cash Purchase Plan.*
(f)				Inapplicable.
(g)(1)				Investment Advisory and Management Agreement dated as of March 19, 2004 between the Registrant and Martin Currie Inc.*
(g)(2)				Direct Investment Management Agreement dated as of April 3, 2001 between the Registrant and Asian Direct Capital Management Limited.*
(h)(1)				Financial Advisory Agreement among the Fund and Chatsworth Securities LLC.*
(i)				Inapplicable.
(j)(1)				Custodian Contract dated as of July 9, 1992 between the Registrant and State Street Bank and Trust Company.*
(j)(2)				Amendment to the Custodian Contract dated as of June 15, 2001 between the Registrant and State Street Bank and Trust Company.**
(k)(1)				Registrar, Transfer Agency and Service Agreement dated as of July 9, 1992 between the Registrant and State Street Bank and Trust Company.*
(k)(2)				Administration Agreement dated as of July 9, 1992 between Registrant and State Street Bank and Trust Company.*
(k)(3)				Amendment No. 1 to the Administration Agreement dated as of March 7, 2002 between Registrant and State Street Bank and Trust Company.*
(k)(4)				Amendment No. 2 Administration Agreement dated as of March 11, 2004 between Registrant and State Street Bank and Trust Company.*
(l)(1)				Opinion and Consent of Clifford Chance US LLP.**
(l)(2)				Opinion and Consent of                     .**
(m)(1)				Designation of Agent for Service of Process by James J. Lightburn appointing the Registrant as his agent, dated July 7, 1992.*

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Exhibit No.				Exhibit
(m)(2)				Designation of Agent for Service of Process by Nigel S. Tulloch appointing the Registrant as his agent, dated July 7, 1992.*
(n)(1)				Consent of KPMG, the Registrant's Previous Independent Registered Public Accounting Firm.*
(n)(2)				Consent of Deloitte & Touche LLP, the Registrant's Independent Registered Public Accounting Firm.*
(o)				Inapplicable.
(p)				Inapplicable.
(q)				Inapplicable.
(r)(1)				Code of Ethics of the Registrant.*
(r)(2)				Code of Ethics of Martin Currie Inc.*
(r)(3)				Code of Ethics of Asian Direct Capital Management Limited.*

*	Filed herewith.

**	To be filed by amendment.

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