This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) should be read in conjunction with the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 25, 2011 (the “Original Schedule 13D”) and Amendment No. 1 filed on June 3, 2011, by City of London Investment Group PLC (“City of London”) and City of London Investment Management Company Limited relating to the shares of common stock, par value $0.01 per share (the “Shares”), of The Greater China Fund, Inc. (the “Fund”). This Amendment No. 2 amends Items 3, 4, and 5 of the Original Schedule 13D by disclosing transactions resulting in an increase to the aggregate amount of shares beneficially owned by City of London. All other information in the Original Schedule 13D remains in effect. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Original Schedule 13D.
Item 1(a).
Name of Issuer:
The Greater China Fund, Inc.
Item 1(b).
Address of Issuer’s Principal Executive Offices:
The principal executive offices of the Fund are located at:
The Greater China Fund, Inc.
Gateway Center 3
100 Mulberry Street
Newark, New Jersey 07102
Item 2.
Identity and Background.
(a). This statement is being filed by City of London Investment Group PLC (“CLIG”) and City of London Investment Management Company Limited (“CLIM,” and together with CLIG, the “Reporting Persons”).
(b). The business address and principal executive offices of CLIG are 77 Gracechurch Street London, EC3V 0AS England. The directors and executive officers of CLIG, their business addresses and present principal occupation or employment are set forth on Annex A attached to this Schedule 13D. The business address and principal executive offices of CLIM are 77 Gracechurch Street London, EC3V 0AS England. The directors and executive officers of CLIM, their business addresses and present principal occupation or employment are set forth on Annex A attached.
(c). The principal business of CLIG is serving as the parent holding company for the City of London group of companies, including CLIM. CLIM is an emerging markets 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 CLIG. CLIM is principally engaged in the business of providing investment advisory services to various public and private investment funds, including The Emerging World Fund (“EWF”), a Dublin, Ireland-listed open-ended investment company, Emerging Markets Country Fund (“GEM”), a private investment fund organized as a Delaware business trust, Investable Emerging Markets Country Fund (“IEM”), a private investment fund organized as a Delaware business trust, Emerging (BMI) Markets Country Fund (“BMI”), 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, Frontier Emerging Markets Fund (“FRONT”), 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, GFM (Institutional) Emerging Markets Country Fund (“GFM”), an open-ended fund organized under the laws of the Province of Ontario, Tradex Global Equity Fund (“Tradex”), an Ontario mutual fund, and nineteen unaffiliated third-party segregated accounts over which CLIM exercises discretionary voting and investment authority (the “Segregated Accounts”). EWF, GEM, IEM, BMI, FREE, FRONT, PLUS, GFM, and Tradex are collectively referred to herein as the “City of London Funds.”
The Shares to which this Schedule 13D relates are owned directly by the City of London Funds and the Segregated Accounts.
(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 9,467,724 Shares beneficially owned by the Reporting Persons was $113,150,814, inclusive of brokerage commissions. The aggregate purchase price of the 901,439 Shares owned directly by BMI was $11,344,869, inclusive of brokerage commissions. The aggregate purchase price of the 909,558 Shares owned directly by EWF was $10,235,914, inclusive of brokerage commissions. The aggregate purchase price of the 909,078 Shares owned directly by FREE was $10,841,705, 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 5,013 Shares owned directly by GFM was $57,852, 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 84,153 Shares owned directly by PLUS was $1,007,211, inclusive of brokerage commissions. The aggregate purchase price of the 4,837,035 Shares owned directly by the Segregated Accounts was $59,333,232, 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:
For investment purposes, the Reporting Persons acquired Shares on behalf of the City of London Funds and the Segregated Accounts from June 29 through July 29, 2011. The overall result of the purchases was a 2.58% increase of City of London’s beneficial ownership of Shares.
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 9,467,724 Shares owned directly by the City of London Funds and the Segregated Accounts, representing approximately 31.1% of the 30.369 million Shares outstanding as of August 9, 2010, as reported by the Fund. As of the date hereof, BMI, EWF, FREE, GEM, GFM, IEM, PLUS, and the Segregated Accounts owned directly 901,439; 909,558; 909,078; 910,787; 5,013; 910,661; 84,153; and 4,837,035 Shares, respectively, representing approximately 2.97%, 2.99%, 2.99%, 3.00%, 0.02%, 3.00%, 0.28% and 15.93%, 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
|
|
BUY
|
6/29/2011
|
|
13,855
|
12.44
|
Account
|
|
BUY
|
6/29/2011
|
|
2,110
|
12.44
|
EWF
|
|
BUY
|
6/29/2011
|
|
36,000
|
12.44
|
Account
|
|
BUY
|
6/29/2011
|
|
12,530
|
12.44
|
Account
|
|
BUY
|
6/29/2011
|
|
13,170
|
12.44
|
Account
|
|
BUY
|
6/29/2011
|
|
8,730
|
12.44
|
Account
|
|
BUY
|
6/29/2011
|
|
4,605
|
12.44
|
Account
|
|
BUY
|
6/29/2011
|
|
15,425
|
12.44
|
Account
|
|
BUY
|
6/29/2011
|
|
15,785
|
12.44
|
Account
|
|
BUY
|
6/29/2011
|
|
12,790
|
12.44
|
Account
|
|
BUY
|
6/30/2011
|
|
8,735
|
12.67
|
Account
|
|
BUY
|
6/30/2011
|
|
1,330
|
12.67
|
Account
|
|
BUY
|
6/30/2011
|
|
7,895
|
12.67
|
Account
|
|
BUY
|
6/30/2011
|
|
8,300
|
12.67
|
Account
|
|
BUY
|
6/30/2011
|
|
5,505
|
12.67
|
Account
|
|
BUY
|
6/30/2011
|
|
2,900
|
12.67
|
Account
|
|
BUY
|
6/30/2011
|
|
9,725
|
12.67
|
Account
|
|
BUY
|
6/30/2011
|
|
9,950
|
12.67
|
Account
|
|
BUY
|
6/30/2011
|
|
8,060
|
12.67
|
Account
|
|
BUY
|
7/1/2011
|
|
4,235
|
12.84
|
Account
|
|
BUY
|
7/1/2011
|
|
3,700
|
12.84
|
Account
|
|
BUY
|
7/1/2011
|
|
645
|
12.84
|
Account
|
|
BUY
|
7/1/2011
|
|
3,820
|
12.84
|
Account
|
|
BUY
|
7/1/2011
|
|
2,670
|
12.84
|
Account
|
|
BUY
|
7/1/2011
|
|
1,410
|
12.84
|
Account
|
|
BUY
|
7/1/2011
|
|
4,790
|
12.84
|
Account
|
|
BUY
|
7/1/2011
|
|
21,850
|
12.84
|
Account
|
|
BUY
|
7/1/2011
|
|
2,110
|
12.84
|
Account
|
|
BUY
|
7/1/2011
|
|
865
|
12.84
|
Account
|
|
BUY
|
7/1/2011
|
|
3,905
|
12.84
|
Account
|
|
BUY
|
7/5/2011
|
|
2,400
|
12.83
|
Account
|
|
BUY
|
7/6/2011
|
|
21,100
|
12.71
|
Account
|
|
BUY
|
7/7/2011
|
|
6,320
|
12.90
|
Account
|
|
BUY
|
7/7/2011
|
|
960
|
12.90
|
Account
|
|
BUY
|
7/7/2011
|
|
10,390
|
12.90
|
Account
|
|
BUY
|
7/7/2011
|
|
3,985
|
12.90
|
Account
|
|
BUY
|
7/7/2011
|
|
2,100
|
12.90
|
Account
|
|
BUY
|
7/7/2011
|
|
32,575
|
12.90
|
PLUS
|
|
BUY
|
7/7/2011
|
|
2,215
|
12.90
|
Account
|
|
BUY
|
7/7/2011
|
|
7,010
|
12.90
|
Account
|
|
BUY
|
7/7/2011
|
|
3,150
|
12.90
|
Account
|
|
BUY
|
7/7/2011
|
|
1,295
|
12.90
|
Account
|
|
BUY
|
7/8/2011
|
|
10,000
|
12.79
|
Account
|
|
BUY
|
7/11/2011
|
|
4,090
|
12.56
|
Account
|
|
BUY
|
7/11/2011
|
|
15,810
|
12.56
|
Account
|
|
BUY
|
7/13/2011
|
|
2,950
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
2,580
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
450
|
12.65
|
BMI
|
|
BUY
|
7/13/2011
|
|
10,185
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
4,845
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
3,495
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
2,800
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
1,860
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
980
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
3,330
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
15,180
|
12.65
|
PLUS
|
|
BUY
|
7/13/2011
|
|
1,035
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
3,270
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
3,365
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
1,470
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
605
|
12.65
|
Account
|
|
BUY
|
7/13/2011
|
|
2,720
|
12.65
|
Account
|
|
BUY
|
7/14/2011
|
|
2,265
|
12.66
|
Account
|
|
BUY
|
7/14/2011
|
|
345
|
12.66
|
Account
|
|
BUY
|
7/14/2011
|
|
3,725
|
12.66
|
Account
|
|
BUY
|
7/14/2011
|
|
2,045
|
12.66
|
Account
|
|
BUY
|
7/14/2011
|
|
2,150
|
12.66
|
Account
|
|
BUY
|
7/14/2011
|
|
1,430
|
12.66
|
Account
|
|
BUY
|
7/14/2011
|
|
755
|
12.66
|
Account
|
|
BUY
|
7/14/2011
|
|
11,675
|
12.66
|
Account
|
|
BUY
|
7/14/2011
|
|
2,515
|
12.66
|
Account
|
|
BUY
|
7/14/2011
|
|
2,590
|
12.66
|
Account
|
|
BUY
|
7/15/2011
|
|
17,756
|
12.69
|
Account
|
|
BUY
|
7/18/2011
|
|
1,477
|
12.57
|
Account
|
|
BUY
|
7/19/2011
|
|
2,565
|
12.70
|
Account
|
|
BUY
|
7/19/2011
|
|
390
|
12.70
|
Account
|
|
BUY
|
7/19/2011
|
|
4,210
|
12.70
|
Account
|
|
BUY
|
7/19/2011
|
|
2,315
|
12.70
|
Account
|
|
BUY
|
7/19/2011
|
|
2,435
|
12.70
|
Account
|
|
BUY
|
7/19/2011
|
|
1,615
|
12.70
|
Account
|
|
BUY
|
7/19/2011
|
|
850
|
12.70
|
Account
|
|
BUY
|
7/19/2011
|
|
13,179
|
12.70
|
Account
|
|
BUY
|
7/19/2011
|
|
2,845
|
12.70
|
Account
|
|
BUY
|
7/20/2011
|
|
4,010
|
12.72
|
Account
|
|
BUY
|
7/20/2011
|
|
610
|
12.72
|
Account
|
|
BUY
|
7/20/2011
|
|
6,595
|
12.72
|
Account
|
|
BUY
|
7/20/2011
|
|
3,620
|
12.72
|
Account
|
|
BUY
|
7/20/2011
|
|
3,810
|
12.72
|
Account
|
|
BUY
|
7/20/2011
|
|
2,530
|
12.72
|
Account
|
|
BUY
|
7/20/2011
|
|
1,335
|
12.72
|
Account
|
|
BUY
|
7/20/2011
|
|
20,630
|
12.72
|
Account
|
|
BUY
|
7/20/2011
|
|
4,455
|
12.72
|
Account
|
|
BUY
|
7/21/2011
|
|
1,795
|
12.79
|
Account
|
|
BUY
|
7/21/2011
|
|
1,570
|
12.79
|
GFM I
|
|
BUY
|
7/21/2011
|
|
30
|
12.79
|
Account
|
|
BUY
|
7/21/2011
|
|
1,616
|
12.79
|
Account
|
|
BUY
|
7/21/2011
|
|
1,705
|
12.79
|
Account
|
|
BUY
|
7/21/2011
|
|
1,130
|
12.79
|
Account
|
|
BUY
|
7/21/2011
|
|
9,215
|
12.79
|
Account
|
|
BUY
|
7/21/2011
|
|
1,655
|
12.79
|
Account
|
|
BUY
|
7/22/2011
|
|
4,815
|
12.91
|
Account
|
|
BUY
|
7/22/2011
|
|
6,525
|
12.91
|
GFM I
|
|
BUY
|
7/22/2011
|
|
95
|
12.91
|
Account
|
|
BUY
|
7/22/2011
|
|
4,960
|
12.91
|
Account
|
|
BUY
|
7/22/2011
|
|
28,276
|
12.91
|
Account
|
|
BUY
|
7/22/2011
|
|
2,745
|
12.91
|
Account
|
|
BUY
|
7/22/2011
|
|
1,130
|
12.91
|
Account
|
|
BUY
|
7/22/2011
|
|
5,060
|
12.91
|
Account
|
|
BUY
|
7/25/2011
|
|
990
|
12.87
|
Account
|
|
BUY
|
7/25/2011
|
|
5,865
|
12.87
|
Account
|
|
BUY
|
7/25/2011
|
|
1,217
|
12.87
|
Account
|
|
BUY
|
7/25/2011
|
|
2,165
|
12.87
|
Account
|
|
BUY
|
7/26/2011
|
|
4,755
|
13.00
|
Account
|
|
BUY
|
7/26/2011
|
|
4,165
|
13.00
|
Account
|
|
BUY
|
7/26/2011
|
|
725
|
13.00
|
EWF
|
|
BUY
|
7/26/2011
|
|
3,250
|
13.00
|
Account
|
|
BUY
|
7/26/2011
|
|
4,315
|
13.00
|
FREE
|
|
BUY
|
7/26/2011
|
|
4,550
|
13.00
|
Account
|
|
BUY
|
7/26/2011
|
|
4,285
|
13.00
|
Account
|
|
BUY
|
7/26/2011
|
|
4,510
|
13.00
|
Account
|
|
BUY
|
7/26/2011
|
|
2,995
|
13.00
|
Account
|
|
BUY
|
7/26/2011
|
|
1,580
|
13.00
|
Account
|
|
BUY
|
7/26/2011
|
|
24,440
|
13.00
|
Account
|
|
BUY
|
7/26/2011
|
|
5,430
|
13.00
|
Account
|
|
BUY
|
7/27/2011
|
|
1,855
|
12.98
|
Account
|
|
BUY
|
7/27/2011
|
|
325
|
12.98
|
BMI
|
|
BUY
|
7/27/2011
|
|
5,460
|
12.98
|
Account
|
|
BUY
|
7/27/2011
|
|
2,510
|
12.98
|
EWF
|
|
BUY
|
7/27/2011
|
|
730
|
12.98
|
FREE
|
|
BUY
|
7/27/2011
|
|
985
|
12.98
|
GFM I
|
|
BUY
|
7/27/2011
|
|
35
|
12.98
|
Account
|
|
BUY
|
7/27/2011
|
|
1,910
|
12.98
|
Account
|
|
BUY
|
7/27/2011
|
|
2,015
|
12.98
|
Account
|
|
BUY
|
7/27/2011
|
|
705
|
12.98
|
Account
|
|
BUY
|
7/27/2011
|
|
2,395
|
12.98
|
Account
|
|
BUY
|
7/27/2011
|
|
10,898
|
12.98
|
Account
|
|
BUY
|
7/27/2011
|
|
2,355
|
12.98
|
Account
|
|
BUY
|
7/27/2011
|
|
2,420
|
12.98
|
Account
|
|
BUY
|
7/27/2011
|
|
1,950
|
12.98
|
Account
|
|
BUY
|
7/28/2011
|
|
16,513
|
12.98
|
Account
|
|
BUY
|
7/29/2011
|
|
1,275
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
1,115
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
195
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
2,095
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
1,510
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
1,145
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
1,210
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
425
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
1,435
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
6,535
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
1,410
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
1,455
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
630
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
260
|
12.99
|
Account
|
|
BUY
|
7/29/2011
|
|
1,175
|
12.99
|
Item 7.
Materials to be Filed as Exhibits.
None