(d). None of the Reporting Persons has, during the last five years, been convicted in any criminal proceeding.
(e). None of the Reporting Persons has, during the last five years, been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it or he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f). City of London Investment Group PLC, (CLIG) and City of London Investment Management Company Limited (CLIM) are companies incorporated under the laws of England and Wales.
Item 3. Source and Amount of Funds or Other Considerations.
The response set forth in Item 3 of the Schedule 13D is hereby amended as follows:
Beneficial ownership of the Shares to which this statement relates was acquired by the Reporting Persons with invested capital of the City of London Funds and the Segregated Accounts. The aggregate purchase price of the 8,686,587 Shares beneficially owned by the Reporting Persons was $103,183,280, inclusive of brokerage commissions. The aggregate purchase price of the 869,578 Shares owned directly by EWF was $9,735,073, inclusive of brokerage commissions. The aggregate purchase price of the 885,794 Shares owned directly by BMI was $11,144,707, inclusive of brokerage commissions. The aggregate purchase price of the 910,661 Shares owned directly by IEM was $10,428,684, inclusive of brokerage commissions. The aggregate purchase price of the 903,543 Shares owned directly by FREE was $10,769,604, inclusive of brokerage commissions. The aggregate purchase price of the 80,903 Shares owned directly by PLUS was $965,456, inclusive of brokerage commissions. The aggregate purchase price of the 910,787 Shares owned directly by GEM was $9,901,347, inclusive of brokerage commissions. The aggregate purchase price of the 4,853 Shares owned directly by GFM was $55,783, inclusive of brokerage commissions. The aggregate purchase price of the 4,120,468 Shares owned directly by the Segregated Accounts was $50,182,627, inclusive of brokerage commissions.
Item 4. Purpose of Transaction.
The response set forth in Item 4 of the Schedule 13D is hereby amended as follows:
From May 18 through May 23, 2011 a Segregated Account initiated sale transactions to withdraw assets from their account. The overall result of the sales was a 1.38% decrease of City of London’s beneficial ownership of Shares.
Furthermore, attached as an exhibit is a letter written in response to the announcement on May 25, 2011 of a Tender Offer Program and Stock Repurchase Program by The Greater China Fund, Inc.
Item 5. Interests in Securities of the Issuer.
The response set forth in Item 5 of the Schedule 13D is hereby amended as follows:
| (a) | and (b). As of the date hereof, CLIG, through its control of CLIM, and CLIM, in its capacity as investment adviser to the City of London Funds and the Segregated Accounts, have voting and dispositive power with respect to all 8,686,587 Shares owned directly by the City of London Funds and the Segregated Accounts, representing approximately 28.6% of the 30.369 million Shares outstanding as of August 9, 2010, as reported by the Fund. As of the date hereof, EWF, IEM, BMI, FREE, PLUS, GEM, GFM and the Segregated Accounts owned directly 869,578, 910,661, 885,794, 903,543, 80,903, 910,787, 4,853 and 4,120,268 Shares, respectively, representing approximately 2.86%, 3.00%, 2.92%, 2.98%, 0.27%, 3.00%, 0.02% and 13.57%, respectively, of the 30.369 million Shares outstanding as of August 9, 2010,. |
| (c). | Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past 60 days is set forth below: |
| Portfolio | Tran Type | Trade Date | Par Value / Shares | Trade Price |
| Account | | SELL | | 5/18/2011 | | (36,476) | | 12.76 |
| Account | | SELL | | 5/19/2011 | | (182,331) | | 12.63 |
| Account | | SELL | | 5/20/2011 | | (146,500) | | 12.56 |
| Account | | SELL | | 5/23/2011 | | (53,836) | | 12.26 |
| | | | | | | | | |
Item 7. Materials to be Filed as Exhibits.
See Letter dated June 3, 2011 attached hereto as Exhibit A.
Signature
After reasonable 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.
June 3, 2011
CITY OF LONDON INVESTMENT GROUP PLC
/ s / Barry M. Olliff
Name: Barry M. Olliff
Title: Director
CITY OF LONDON INVESTMENT MANAGEMENT COMPANY LIMITED
/ s / Barry M. Olliff
Name: Barry M. Olliff
Title: Director
Mr. Edward Y. Baker
Chairman, Greater China Fund
15 Artinger Court
Toronto, ON
M3B 1J9
RE: The Greater China Fund, Inc.
Dear Mr. Baker,
This letter is in response to the announcement on May 25, 2011, of a Tender Offer Program and Stock Repurchase Program by The Greater China Fund, Inc. (“the Fund”).
As we have stated in the past, City of London Investment Management Company Limited (“City of London”), on behalf of its clients, is a long-time participant in the emerging markets closed-end fund industry. We are neither short-term nor activist investors.
In our most recent letter, dated February 23, 2011, we stated that we expected that all shareholders in the Fund would be provided with an opportunity to realize a substantial return of capital at net asset value – and that such a tender offer would be at least as large as the rights offering announced on March 12, 2010. We set September 1, 2011, as a target date.
In our view, the terms announced on May 25, 2011, constitute the beginnings of a Discount Control Mechanism. What is missing, however, is a tender offer at least as large as last year’s rights offering in order to redress the damage done by that corporate action. As such, we continue to intend to propose termination of the investment management contract at the Fund’s next Annual General Meeting if such a tender offer is not forthcoming.
In your letter of March 22, 2011, you suggested that a meeting may be more productive than further writing. In fact, however, you have actually done the reverse by responding to our letter with a very public announcement. As a result, we believe we have no choice but to publish our response. Our message to the Board remains clear, but we would be willing to discuss these issues.
Sincerely,
/ s / Jeremy Bannister
Jeremy Bannister
Director, Corporate Governance
City of London Investment Management Company Limited
