As filed with the Securities and Exchange Commission
on April 1, 2026
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or
13(e)(1)
of the Securities Exchange Act of 1934
Morgan Stanley China A Share Fund, Inc.
(Name of Subject Company [Issuer])
Morgan Stanley China A Share Fund, Inc.
(Name of Filing Persons [Issuer])
Common
Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
617468103
(CUSIP Number of Class of Securities)
1585 Broadway
New York, New York 10036
(Address of Principal Executive Office)
Telephone Number, Including Area Code: (212)
537-2607
Deidre E. Walsh, Esq.
1 Post Office Square
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copies to:
|
Mark F. Parise, Esq.
Morgan, Lewis and Bockius LLP
One State Street
Hartford, CT 06103 |
Allison M. Fumai, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, New York 10036 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
| ¨ | 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. 1 amends and supplements
the Tender Offer Statement on Schedule TO originally filed by Morgan Stanley China A Share Fund, Inc. (the “Fund”) with
the Securities and Exchange Commission (the “Commission”) on March 3, 2026 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) |
Issuer Tender Offer Statement, dated March 3, 2026.* |
| (a)(1)(ii) |
Form of Letter of Transmittal.* |
| (a)(1)(iii) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(iv) |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(v) |
Form of Letter to Stockholders.* |
| (a)(2) |
None. |
| (a)(5) |
Text of press release dated and issued on December 5, 2025.* |
| (a)(6) |
Text of press release dated and issued on April 1, 2026. (filed herewith) |
| (b) |
None. |
| (d) |
None. |
| (g) |
None. |
| 107 |
Filing Fee Table.* |
* Previously
filed as an exhibit to the Schedule TO filed by the Fund with the Commission on March 3, 2026.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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.
| |
MORGAN STANLEY CHINA A SHARE FUND, INC. |
| |
|
| |
/s/ Deidre E. Walsh |
| |
Name: Deidre E. Walsh |
| |
Title: Secretary |
Dated: April 1, 2026
