SC TO-I/A

As filed with the Securities and Exchange Commission on July 24, 2012

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

The China Fund, Inc.

(Name of Subject Company (Issuer))

The China Fund, Inc.

(Name of Filing Persons)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

169373107

(CUSIP Number of Class of Securities)

The China Fund, Inc.

c/o State Street Bank and Trust Company

2 Avenue de Lafayette

P.O. Box 5049

Boston, Massachusetts 02206-5049

Attention: Tracie A. Coop, Secretary

1-888-246-2255

(Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Leonard B. Mackey, Jr., Esq.

Clifford Chance US LLP

31 West 52^nd Street

New York, New York 10019-6131

(212) 878-8849

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$133,255,508.05(a)	$15,271.08(b)

(a) Estimated for purposes of calculating the amount of the filing fee only. Pursuant to Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, the Transaction Value was calculated by multiplying 5,662,664 shares of common stock of the Fund (25% of the total number of shares outstanding on June 15, 2012) by $23.53 (99% of the net asset value per share of $23.77 as of the close of ordinary trading on the New York Stock Exchange on June 15, 2012).

(b) Calculated at $114.60 per $1,000,000 of the Transaction Value.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $15,271.08	Filing Party: The China Fund, Inc.
Form or Registration No.: Schedule TO	Date Filed: June 22, 2012

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ¨

INTRODUCTORY STATEMENT

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed by The China Fund, Inc. (the “Fund”) with the Securities and Exchange Commission (the “Commission”) on June 22, 2012, as amended by Amendment No. 1 filed with the Commission on June 25, 2012, to add an additional exhibit in accordance with Rule 13e-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended.

Item 12. Exhibits.

(a)(1)(i)	Offer to Repurchase, dated June 22, 2012.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Form of Letter to Stockholders.*
(a)(2)	None.
(a)(5)(i)	Text of press release dated and issued on March 28, 2012.*
(a)(5)(ii)	Text of press release dated and issued on April 9, 2012.*
(a)(5)(iii)	Text of press release dated and issued on June 22, 2012.**
(a)(5)(iv)	Text of press release dated and issued on July 24, 2012.
(b)	None.
(d)	None.
(g)	None.

* Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on June 22, 2012.

** Previously filed as an exhibit to the Schedule TO filed by the Fund with the Commission on June 22, 2012 and Amendment No. 1 to the Schedule TO filed by the Fund with the Commission on June 25, 2012.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

THE CHINA FUND, INC.

/s/ Adam Phua

Name: Adam Phua

Title:   President

Dated:  July 24, 2012

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EX-99.(A)(5)(IV)

Exhibit (a)(5)(iv)

FOR IMMEDIATE RELEASE

CONTACT:

Warren Antler

AST Fund Solutions

212-400-2605

wantler@astfundsolutions.com

The China Fund, Inc. Announces

Expiration and Preliminary Results of Tender Offer

July 24, 2012 – The China Fund, Inc. (NYSE: CHN) (the “Fund”) announced today the expiration of its tender offer (the “Offer”) to purchase up to 25% of the Fund’s issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”). The Offer and withdrawal rights expired at 11:59 p.m., New York time on Monday, July 23, 2012 (the “Termination Date”).

Under the terms of the Offer, the Fund offered to purchase up to 25% of the Fund’s outstanding Shares, or 5,662,664 Shares in the aggregate, for cash at a price per Share equal to 99% of the Fund’s net asset value per Share as of the close of regular trading on the New York Stock Exchange on the business day immediately following the Termination Date.

Based upon current information, approximately 12,412,749 Shares, or approximately 55.00% of the Fund’s Shares, were tendered and not withdrawn through the Termination Date, including shares tendered pursuant to notices of guaranteed delivery. Because the number of shares tendered exceeded 25% of the Fund’s outstanding Shares, the Fund will repurchase the maximum number of Shares covered by the Offer (5,662,664 Shares) using the pro-ration procedures described in the Offer to Repurchase included in the Fund’s tender offer materials provided to stockholders. The Fund will accept all Shares tendered by any stockholder who owns an aggregate of not more than 99 Shares and tendered all such Shares before pro rating the Shares tendered by other stockholders.

The number of Shares tendered provided above is preliminary and is subject to adjustment as the Fund verifies that all requirements for participation have been met by each stockholder that tendered Shares. The final number of shares validly tendered and accepted pursuant to the Offer will be announced at a later date. Payment for Shares properly tendered and accepted by the Fund for repurchase in the Offer will be made as soon as practicable after the Termination Date.

For further information regarding the Offer, please contact AST Fund Solutions, the Fund’s information agent for this Offer, at 800-591-8254 (toll free) or 212-400-2605 (collect call). For additional information on the Fund, including information on the Fund’s holdings, visit the Fund’s website at www.thechinafund.com or call 888-246-2255.

The Fund is a non-diversified closed-end investment company, which seeks long-term capital appreciation primarily through investments in equity securities (i) of companies for which the principal securities trading market is in China, (ii) of companies for which the principal securities trading market is outside of China, or constituting direct equity investments in companies organized outside of China, that in both cases derive at least 50% of their revenues from goods or services sold or produced, or have at least 50% of their assets, in China or (iii) constituting direct equity investments in companies organized in China. Shares of the Fund are listed on the New York Stock Exchange under the ticker symbol “CHN.”

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful under the securities laws of any such state.