POS AM

As filed with the U.S. Securities and Exchange Commission on June 28, 2005

Securities Act File No. 333-124392
Investment Company Act File No. 811-05749

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Check appropriate box or boxes)

Form N-2

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
    Pre-Effective Amendment No.
    Post-Effective Amendment No. 1

and/or

    REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
    Amendment No. 9

THE CHINA FUND, INC.
(Exact Name of Registrant as Specified in Charter)

225 Franklin Street
Boston, Massachusetts 02111
(Address of Principal Executive Offices)
(888) 246-2255
(Registrant's Telephone Number, including Area Code)

Gary L. French, President
The China Fund, Inc.
225 Franklin Street
Boston, Massachusetts 02111
(Name and Address of Agent for Service)

Copies to:
Leonard B. Mackey, Jr., Esq.
Clifford Chance US LLP
31 West 52^nd Street
New York, New York 10019
(212) 878-8000

Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check this box.    

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Title of Securities Being Registered				Amount Being Registered				Proposed Maximum Offering Price Per Unit(1)				Proposed Maximum Aggregate Offering Price(1)				Amount of Registration Fee
Common Stock, par value $0.01 per share					4,250,000  shares			$	29.40			$	124,950,000			$	14,706.62	(2)

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, based on the average of the high and low sale prices reported on the New York Stock Exchange on June 20, 2005.

(2)	$14,706.62 of which was previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-124392) of The China Fund, Inc. is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, for the sole purpose of incorporating by reference certain financial statements under exhibit (1) and to file the final Financial Advisory Agreement under exhibit (h)(1) and, accordingly, this amendment shall become effective immediately upon filing with the Securities and Exchange Commission.

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.†

Schedule of Investments at April 30, 2004.‡

Unaudited Statement of Assets and Liabilities as of April 30, 2004.‡

Unaudited Statement of Operations for the six months ended April 30, 2004.‡

Statement of Changes in Net Assets for the six months ended April 30, 2004 (unaudited) and the fiscal year ended October 31, 2003.‡

Notes to Financial Statements (Unaudited).‡

Financial Highlights (Unaudited).‡

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

‡	Incorporated by reference to the Fund's Semi-Annual Report for the Period Ended April 30, 2005, filed on June 28, 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.*

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(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.*

(k) (5)	Information Agent Agreement.**

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

(l) (2)	Opinion and Consent of DLA Piper Rudnick Gray Cary US LLP.**

(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.*

*	Incorporated by reference from the Form N-2 filed on April 27, 2005.

**	Incorporated by reference from the Form N-2/A filed on June 23, 2005.

***	Filed herewith.

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				$14,706.62
National Association of Securities Dealers, Inc. fees				11,320.00
New York Stock Exchange listing fee				25,000.00
Printing (other than stock certificates)				65,000.00
Accounting fees and expenses				$5,000.00
Legal fees and expenses				160,000.00
Financial Adviser's fees and expenses				1,249,500.00
Information Agent's fees and expenses				17,000.00
Subscription Agent's fees and expenses				11,100.00
Miscellaneous				1,373.38
Total				$1,560,000.00

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 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.

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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.

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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 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 28^th day of June, 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		June 28, 2005
Alan Tremain
/s/ Michael F. Holland		Director		June 28, 2005
Michael F. Holland
/s/ James J. Lightburn		Director		June 28, 2005
James J. Lightburn
/s/ Joe O. Rogers		Director		June 28, 2005
Joe O. Rogers
/s/ Nigel S. Tulloch		Director		June 28, 2005
Nigel S. Tulloch
/s/ Gary L. French		President (Chief Executive Officer)		June 28, 2005
Gary L. French
/s/ William C. Cox		Treasurer (Principal Financial and Accounting Officer)		June 28, 2005
William C. Cox

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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.*
(k)(5)				Information Agent Agreement.**
(l)(1)				Opinion and Consent of Clifford Chance US LLP.**
(l)(2)				Opinion and Consent of DLA Piper Rudnick Gray Cary US LLP.**
(m)(1)				Designation of Agent for Service of Process by James J. Lightburn appointing the Registrant as his agent, dated July 7, 1992.*

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.*

*	Incorporated by reference from the Form N-2 filed on April 27, 2005.

**	Incorporated by reference from the Form N-2/A filed on June 23, 2005.

***	Filed herewith.

EX-99.H1

EXHIBIT (h)(1)

Chatsworth Securities LLC

June 1, 2005

The China Fund, Inc.
225 Franklin Street
Boston, MA 02111

Gentlemen:

This letter confirms the terms upon which the Board of Directors agrees to engage Chatsworth Securities, LLC ("Chatsworth" or the "Financial Advisor"), as the exclusive Financial Advisor for The China Fund, Inc. (the "Fund") for the purpose of raising equity by means of a Non-Transferable Rights Offering.

Section 1:    Chatsworth Responsibilities as Financial Advisor

As the Financial Advisor to the Board for the Non-Transferable Rights Offering, Chatsworth's responsibilities will include the following:

•

Advise the Board with regard to all matters relating to the Rights Offering. This will include, but not be limited to, a detailed presentation providing information concerning (1) relevant industry practices, (2) market information on comparable non-transferable rights offering, and (3) issues to be taken into consideration in order for the Board to make a decision that is in the best interests of the Fund and its shareholders as required by both the SEC and applicable fiduciary principles. (We have already provided much of this advice.)

•	Discuss relevant issues with the Board in order to build a record to show that each Board member has understood all such issues and carefully considered them.

•	Advise the Board with the selection of service providers for the Rights Offering and assist with the negotiation of fee agreements for such service providers.

•	Conduct all necessary due diligence.

•	Advise and assist with the preparation of the Rights Offering prospectus and all other documents to be filed with the SEC.

•	Advise the Board on the most appropriate structure, timetable, pricing and all other issues relating to a Rights Offering for The China Fund.

•	Advise on the announcement of the Rights Offering.

•	Contact all institutional shareholders to discuss the terms and conditions and reasons for the Rights Offering. Advise on the selection of the Subscription Agent and the Information Agent and work with them, as needed, with regard to contacting the largest retail shareholders of the Fund.

•	Advise and assist the Board concerning all issues relating to allocation and final pricing with regard to the Primary Subscription Period, the Over-Subscription Privilege and the 25% Secondary-Oversubscription.

The Fund recognizes and confirms that: (i) in performing these services the Financial Advisor will be using and relying on publicly available information and such other information as may be furnished to them or approved by the Fund (collectively, the "Information"); (ii) the Financial Advisor does not assume responsibility for the accuracy and completeness of the Information; and (iii) the Financial Advisor is not responsible for verifying the Information.

The Fund shall be responsible for the contents of any disclosure documents that are approved by the Fund used in the offering of the Securities, and the Fund should maintain that such documents will not, as of the date of any offer or sale of the Securities, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading.

The Financial Advisor agrees that (1) it will not provide any person any information regarding the Fund other than the Information, and (2) it will keep confidential any Information that is not publicly available.

Section 2:    Fees

For services provided hereunder, the Fund shall pay the Financial Advisor the following compensation:

One percent (1.00%) of the total amount of gross proceeds raised, subject to a "cap" such that total fees and expenses for the rights offering (including the Chatsworth fee) will not exceed 1.2% of the total gross proceeds raised. Thus, the Chatsworth fee will represent the difference between (a) 1.2% of the total amount of the gross proceeds raised and (b) all other fees and expenses incurred for the rights offering. In the event the offering is not completed per the terms of the agreement, Chatsworth will only receive actually incurred accountable out-of-pocket expenses.

Section 3:    Expenses

In addition to any fees that may be payable to the Financial Advisor hereunder, the Fund hereby agrees, from time to time upon request, to reimburse the Financial Advisor for all reasonable out-of-pocket marketing and traveling expenses incurred in connection with the Rights Offering. All expenses to be reimbursed must be pre-approved by the Fund, however such pre-approval will not be unreasonably withheld.

In addition, the Fund will bear all legal, consultancy, accounting, printing and other expenses, if any.

Section 4:    Indemnification

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 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.

The Financial Advisor agrees that it will indemnify, defend and hold harmless the Fund, any officer, director, employee, and agent of any of the foregoing from and against any loss, expense, claim, damage, or liability to which they may become subject under any applicable securities law or otherwise (including but not limited to any and all expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever), insofar as any such loss, expense, claim, damage, liability, or actions in respect thereof arises out of or is based on any untrue statement or alleged untrue statement of any material fact 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 made by the Financial Advisor other than in reliance upon and consistent with the Information.

Section 5:    Termination of Engagement

The Financial Advisor's engagement hereunder may be terminated by either the Fund or the Financial Advisor at any time; with or without cause, upon 30 days' written advice to the other party; provided, however, that if the Fund terminates this engagement without cause, the Financial Advisor will be entitled to its full fee under Section 2 hereof in the event that any time prior to expiration of one year after such termination a non-transferable rights offering for the Fund is consummated; and provided, further, the provisions of Sections 2, 3, 4 and 5 shall survive such termination.

2

The Fund understands and agrees that all advice (written or oral) given by the Financial Advisor to the Fund in connection with the Financial Advisor's engagement hereunder is intended solely for the Fund's benefit and use, and that no such advice shall be used, reproduced, disseminated, quoted or referred to any time, in any manner or for any purpose, nor shall any public reference be made to the Financial Advisor except with the Financial Advisor's prior written consent and except that the Fund shall make such reference to the Financial Advisor in the Registration Statement regarding the rights offering it files with the Securities and Exchange Commission as is required under the Rules of the Commission.

Any controversy or claim arising out of or relating to this contract or the breach thereof shall be settled by arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association at a hearing to be held at Stamford, Connecticut, and judgment upon an award rendered by the Arbitrator may be entered in any court having jurisdiction thereof.

Additionally, the Fund agrees that in the event of non-payment of fees or expenses due to the Financial Advisor under this agreement that the Fund will pay for the cost of collection including reasonable attorney's fees.

Please confirm that the foregoing is in accordance with your understandings and agreements with the Financial Advisor by signing the duplicate copy of this letter and returning the same to the undersigned, thereby constituting this a binding agreement between us and our respective successors and assigns to remain in effect for a period of one year from the date of the execution hereof or as later modified and agreed to by the parties.

Sincerely,

/s/ Lee M. Gerkin                                

Lee M. Gerkin
Managing Director
Chatsworth Securities LLC

Accepted and agreed to as of the date of this letter

/s/ Gary L. French                                                    

Gary L. French
President
The China Fund, Inc.

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