Amendment: SEC Form SC 13G/A filed by Morgan Stanley China A Share Fund Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Morgan Stanley China A Share Fund, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

617468103

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒   Rule 13d-1(b)

☐   Rule 13d-1(c)

☐   Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Morgan Stanley China A Share Fund, Inc.

The principal executive offices of the Fund are located at:

522 Fifth Avenue

New York, NY 10036

This statement is being filed by City of London Investment Management Company Limited (“CLIM” or the “Reporting Person”). CLIM is a fund manager, which specializes in investing in closed-end investment companies and is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. CLIM is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between CLIM and CLIG such that voting and investment power over the subject securities is exercised by CLIM independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between CLIM and CLIG.

CLIM is principally engaged in the business of providing investment advisory services to various public and private investment funds, including Emerging (BMI) Markets Country Fund (“BMI”), a private investment fund organized as a Delaware business trust, CA International Equity CEF Fund (“CARDINAL”), a private investment fund organized as a Delaware business trust, Emerging Markets Free Fund (“CF”), a private investment fund organized as a Delaware business trust, Emerging Markets Global Fund (“CG”), a private investment fund organized as a Delaware business trust, China “A” Share (CEF) Fund (“CHINA”), a private investment fund organized as a Delaware business trust, Emerging Markets Investable Fund (“CI”), a private investment fund organized as a Delaware business trust, Global Emerging Markets Fund (“EUREKA”), a private investment fund organized as a Delaware business trust, The Emerging World Fund (“EWF”), a Dublin, Ireland-listed open-ended investment company, All World Ex US Equity CEF Fund (“FALCON”), a private investment fund organized as a Delaware business trust, Emerging (Free) Markets Country Fund (“FREE”), a private investment fund organized as a Delaware business trust, Emerging Markets Country Fund (“GBL”), a private investment fund organized as a Delaware business trust, HA International Equity CEF Fund (“HAWK”), a private investment fund organized as a Delaware business trust, CA All-World Ex US Equity CEF Fund (“MACAW”), a private investment fund organized as a Delaware business trust, International Equity CEF Fund (“PHOENIX”), a private investment fund organized as a Delaware business trust, The EM Plus CEF Fund (“PLUS”), a private investment fund organized as a Delaware business trust, and unaffiliated third-party segregated accounts over which CLIM exercises discretionary voting and investment authority (the “Segregated Accounts”).

BMI, CARDINAL, CF, CG, CHINA, CI, EUREKA, EWF, FALCON, FREE, GBL, HAWK, MACAW, PHOENIX, and PLUS are collectively referred to herein as the “City of London Funds.”

The Shares to which this Schedule 13G relates are owned directly by the City of London Funds and the Segregated Accounts.

77 Gracechurch Street

London EC3V 0AS

England

England and Wales

Common Stock, par value $.001 per share

617468103

(a)       Amount beneficially owned:   

5,681,150

(b)       Percent of Class:   

32.8%

(c)       Number of shares as to which such person has:

(i)     Sole power to vote or to direct the vote:    5,681,150

(ii)    Shared power to vote or to direct the vote:     0

(iii)   Sole power to dispose or to direct the disposition of:    5,681,150

(iv)   Shared power to dispose or to direct the disposition of:     0

Not applicable.

One of the Segregated Accounts is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Shares reported herein.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated:          November 14, 2024