Form SC TO-I - Tender offer statement by Issuer

As filed with the Securities and Exchange Commission on January 22, 2024

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

Mary E. Mullin, Esq.
1633 Broadway

New York, New York 10019

(Name and Address of Agent for Service)

Copies to:

Mark F. Parise, Esq. Perkins Coie LLP 1155 Avenue of the Americas 22^nd Floor New York, New York 10036	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.

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. ¨

If applicable, check the appropriate boxes below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Introductory Statement

Item 1.

Summary Term Sheet.

Reference is made to the Summary Term Sheet of the Issuer Tender Offer Statement that is attached hereto as Exhibit (a)(1)(i) and is hereby incorporated by reference.

Item 2.

Subject Company Information.

(a)

The name of the issuer is Morgan Stanley China A Share Fund, Inc. (the “Fund”). The Fund is a non-diversified, closed-end management investment company incorporated under the laws of the State of Maryland. The address of the Fund is 1585 Broadway, New York, New York 10036, and the Fund’s telephone number is 800-231-2608.

(b)

The title of the securities that are the subject of the Issuer Tender Offer Statement and the related Letter of Transmittal (the tender offer made thereby, the “Offer”) are the Fund’s issued and outstanding Shares of common stock, par value $0.01 per Share (“Common Stock”). As of the close of business on January 4, 2024, there were 21,710,878 Shares outstanding. Subject to the conditions set forth in the Issuer Tender Offer, the Fund will purchase for cash up to 20% of its outstanding Shares, or 4,342,176 Shares that are tendered by holders of the Fund’s Shares (each, a “Stockholder” and collectively, the “Stockholders”) and not withdrawn as described in the Issuer Tender Offer.

(c)

The Shares are traded on the New York Stock Exchange (“NYSE”).

Item 3.

Identity and Background of Filing Person.

(a)

The Fund is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. Morgan Stanley Investment Management Inc. (the “Adviser”) serves as the investment adviser for the Fund. The Adviser is located at 1585 Broadway, New York, New York 10036 and its telephone number is 800-836-2414. The members of the Fund’s Board of Directors (the “Board”) are Frank L. Bowman, Frances L. Cashman, Nancy C. Everett, Eddie A. Grier, Jakki L. Haussler, Dr. Manuel H. Johnson, Michael F. Klein, Patricia A. Maleski and W. Allen Reed. The President and Principal Executive Officer of the Fund is John H. Gernon. The Chief Compliance Officer of the Fund is Deidre A. Downes. The Treasurer and Principal Financial Officer of the Fund is Francis J. Smith. The Secretary of the Fund is Mary E. Mullin. The Vice President of the Fund is Michael J. Key. The Directors of the Fund (other than Dr. Manuel H. Johnson) may be reached at c/o Perkins Coie LLP, Counsel to the Independent Trustees, 1155 Avenue of the Americas 22nd Floor, New York, NY 10036. Dr. Manuel H. Johnson may be reached at c/o Johnson Smick International, Inc., 220 I Street, NE Suite 200, Washington, D.C. 20002. The executive officers (other than Francis J. Smith, Deidre A. Downes and Mary E. Mullin) of the Fund may be reached at the Fund’s business address and phone number set forth in Item 2(a) above. Deidre A. Downes and Mary E. Mullin may be reached 1633 Broadway, New York, NY 10019. Francis J. Smith may be reached at 750 7th Ave, New York, NY 10019.

(b)

Not applicable.

(c)

Not applicable.

Item 4.

Terms of the Transaction

(a) (1)(i)

Subject to the conditions set forth in the Issuer Tender Offer Statement, the Fund will purchase up to 4,342,176 Shares that are tendered by Stockholders by 11:59 p.m., Eastern Time, on February 20, 2024 and not withdrawn as described in Item 4(a)(1)(vi).

(ii)

The purchase price of a Share tendered will be 98.5% its net asset value (“NAV”) as of the close of regular trading on the NYSE on February 21, 2024 (or, if the Offer is extended, on the following business day after the date to which the Offer is extended) (the “Pricing Date”), upon the terms and subject to the conditions set forth in the Issuer Tender Offer Statement. Reference is made to the Cover Page, Section 2 “Acceptance for Payment and Payment for Shares” and Section 3 “Procedure for Tendering Shares” of the Issuer Tender Offer Statement, which are incorporated herein by reference.

(iii)

The Offer is scheduled to expire on 11:59 p.m., Eastern Time, on February 20, 2024 unless extended. Reference is made to the Cover Page, Summary Term Sheet, Section 2 “Acceptance for Payment and Payment for Shares” and Section 4 “Rights of Withdrawal” of the Issuer Tender Offer Statement, which are incorporated herein by reference.

(iv)

Not applicable.

(v)

Reference is made to the Cover Page, Summary Term Sheet, Section 2 “Acceptance for Payment and Payment for Shares” and Section 4 “Rights of Withdrawal” of the Issuer Tender Offer Statement, which are incorporated herein by reference.

(vi)

Reference is made to Section 1 “Terms of the Offer; Termination Date” and Section 4 “Rights of Withdrawal” of the Issuer Tender Offer Statement, which are incorporated herein by reference.

(vii)

Reference is made to Section 4 “Rights of Withdrawal” of the Issuer Tender Offer Statement, which is incorporated herein by reference.

(viii)

Reference is made to Section 2 “Acceptance for Payment and Payment for Shares” of the Issuer Tender Offer Statement, which are incorporated herein by reference.

(ix)

Reference is made to the Cover Page and Section 1 “Terms of the Offer; Termination Date” of the Issuer Tender Offer Statement, which are incorporated herein by reference.

(x)

Not applicable.

(xi)

Not applicable.

(xii)

Reference is made to Section 8 “Federal Income Tax Consequences of the Offer” of the Issuer Tender Offer Statement, which is incorporated herein by reference.

(2)

Not applicable.

(b)	Any Shares to be purchased from any officer, Director or affiliate of the Fund will be on the same terms and conditions as any other purchase of Shares. To the Fund’s knowledge, none of the officers, Directors, or affiliates of the Fund intends to tender Shares in the Offer.

Item 5.

Past Contracts, Transactions, Negotiations and Agreements With Respect to the Issuer’s Securities.

(a) – (d)

Not applicable.

(e)

The Fund does not know of any contract, agreement, arrangement, or understanding, whether contingent or otherwise or whether or not legally enforceable, between (i) the Fund, any of the Fund’s executive officers or Directors, any person controlling the Fund, or any executive officer or director of any corporation ultimately in control of the Fund and (ii) any other person with respect to any securities of the Fund (including any contract, agreement, arrangement, or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).

Item 6.

Purposes of This Tender Offer and Plans or Proposals.

(a) – (c)

Reference is made to Section 6 “Purpose of the Offer” of the Issuer Tender Offer Statement, which is incorporated herein by reference.

Item 7.

Source and Amount of Funds or Other Consideration.

(a)

Reference is made to Section 5 “Source and Amount of Funds; Effect of the Offer” of the Issuer Tender Offer Statement, which is incorporated herein by reference.

(b)

There are no material conditions to the financing discussed in paragraph (a) above.

(c)

Not applicable.

(d)	The Fund has not determined at this time to borrow funds to purchase Shares tendered in connection with the Offer.

Item 8.

Interest in Securities of the Subject Company.

(a)

Based on the number of Shares outstanding as of December 31, 2023, the following persons own the number of Shares indicated in the below table.

Name and Position	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
Frank L. Bowman, Director		0		0.00	%
Frances L. Cashman, Director		0		0.00	%
Nancy C. Everett, Director		0		0.00	%
Eddie A. Grier, Director		0		0.00	%
Jakki L. Haussler, Director		0		0.00	%
Dr. Manuel H. Johnson, Director		0		0.00	%
Patricia A. Maleski, Director		0		0.00	%
W. Allen Reed, Chair of the Board and Director		0		0.00	%
John H. Gernon, President and Principal Executive Officer		1,256		0.01	%
Deidre A. Downes, Chief Compliance Officer		0		0.00	%
Francis J. Smith, Treasurer and Principal Financial Officer		0		0.00	%
Mary E. Mullin, Secretary		0		0.00	%
Michael J. Key, Vice President		0		0.00	%

Based on information available to the Fund, none of the persons listed above intends to tender any of his or her Shares in the Offer. Addresses for each of the persons listed above are provided in Item 3.

(b)

There have been no transactions in Shares effected during the past sixty (60) days by the Fund, the Adviser, or any Director or executive officer of the Fund, or any person controlling the Fund or the Adviser.

Item 9.

Persons/Assets, Retained, Employed, Compensated or Used.

(a)

No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer.

Item 10.

Financial Statements.

(a)

The audited financial statements of the Fund for the fiscal years ended December 31, 2022 and December 31, 2021, included in the Fund’s Annual Report on Form N-CSR, and the unaudited financial statements of the Fund for the six months ended June 30, 2023, included in the Fund’s Semi-Annual Report on Form N-CSRS, filed with the SEC on EDGAR on March 10, 2023, and August 31, 2023, respectively, are incorporated herein by reference and available through the SEC’s website at http://www.sec.gov.

The Fund will prepare and make available to Stockholders the audited annual financial statements of the Fund within 90 days after the close of the period for which the report is being made, or as otherwise required by the 1940 Act.

(b)

Reference is made Section 5 “Source and Amount of Funds; Effect of the Offer” of the Issuer Tender Offer Statement, which is incorporated herein by reference.

Item 11.

Additional Information.

(a)

(1)

None.

(2)

None.

(3)

Not applicable.

(4)

Not applicable.

(5)

None.

(c)

None.

Item 12.

Exhibits.

(a)(1)(i)	Issuer Tender Offer Statement, dated January 22, 2024.

(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 7, 2023.

(b)	None.

(d)	None.

(g)	None.

(h)	None.

107	Filing Fee Table.

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/ Mary E. Mullin
	Name: Mary E. Mullin
	Title: Secretary

Dated: January 22, 2024

Exhibit 12.(a)(1)(i)

OFFER FOR CASH

MORGAN STANLEY CHINA A SHARE FUND, INC.

UP TO 20% OF ITS ISSUED AND OUTSTANDING SHARES OF COMMON STOCK

THE OFFER AND WITHDRAWAL RIGHT WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON FEBRUARY 20, 2024, UNLESS THE OFFER IS EXTENDED

This Issuer Tender Offer Statement and the accompanying Letter of Transmittal (which together constitute the “Offer”) are not conditioned on any minimum number of Shares being tendered, but are subject to other conditions as outlined herein and in the Letter of Transmittal.

IMPORTANT

Any stockholder (“Stockholder”) desiring to tender any portion of his or her Shares of common stock of the Fund (“Common Stock”) should either (1) complete and sign the Letter of Transmittal in accordance with the instructions in the Letter of Transmittal, and mail or deliver the Letter of Transmittal with his or her certificates for the tendered Shares if such Stockholder has been issued physical certificates, signature guarantees for all Stockholders tendering uncertificated Shares, and any other required documents to Computershare (the “Depositary”), or (2) request his or her broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him. Stockholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee are urged to contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender Shares so registered.

Questions, requests for assistance and requests for additional copies of this Issuer Tender Offer Statement and the Letter of Transmittal may be directed to the Information Agent in the manner set forth on the last page of this Issuer Tender Offer Statement.

January 22, 2024

Table of Contents

		Page

1.	Terms of the Offer; Termination Date	6
2.	Acceptance for Payment and Payment for Shares	7
3.	Procedure for Tendering Shares	8
4.	Rights of Withdrawal	9
5.	Source and Amount of Funds; Effect of the Offer	10
6.	Purpose of the Offer	11
7.	NAV and Market Price Range of Shares	12
8.	Federal Income Tax Consequences of the Offer	12
9.	Certain Information Concerning the Fund, the Fund’s Adviser and the Fund’s Investment Sub-Adviser	14
10.	Interest of Directors and Officers; Transactions and Arrangements Concerning the Shares	14
11.	Certain Legal Matters; Regulatory Approvals	15
12.	Certain Conditions of the Offer	15
13.	Fees and Expenses	16
14.	Miscellaneous	16
15.	Contacting the Depositary and the Information Agent	17
Financial Statements		17

-ii-

SUMMARY TERM SHEET

This Summary Term Sheet highlights certain information concerning this Offer. To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, you should read carefully the entire Issuer Tender Offer Statement and the related Letter of Transmittal.

· What is the Offer?

Morgan Stanley China A Share Fund, Inc. (the “Fund”) is offering to purchase up to 20% of its outstanding Shares, or 4,342,176 of its outstanding Shares of Common Stock, for cash at a price per Share equal to 98.5% of the net asset value (“NAV”) per Share as of the close of regular trading on the New York Stock Exchange (“NYSE”) on February 21, 2024 (or, if the Offer is extended, on the following business day after the date to which the Offer is extended) (the “Pricing Date”) upon specified terms and subject to conditions as set forth in the Offer documents.

· When will the Offer expire, and may the Offer be extended?

The Offer will expire at 11:59 p.m., New York time, on February 20, 2024, unless extended (the “Termination Date”). The Fund may extend the period of time the Offer will be open by issuing a press release or making some other public announcement by no later than 9:00 a.m., New York time, on the next business day after the Offer otherwise would have expired. See Section 1 of the Issuer Tender Offer Statement.

· What is the NAV per Share as of a recent date?

As of January 4, 2024, the NAV per Share was $14.50. See Section 7 of the Issuer Tender Offer Statement for details. During the pendency of the Offer, current NAV quotations can be obtained from Georgeson LLC. (“Georgeson”) by calling toll free at 888-355-3492 between 9:00 a.m. and 11:00 p.m. New York time, Monday through Friday, or between 12:00 p.m. and 6:00 p.m. New York time, Saturday, or by calling the Fund’s toll free number at 800-231-2608 between 9:00 a.m. and 5:00 p.m. New York time, Monday through Friday (except holidays).

· Will the NAV be higher or lower on the date that the price to be paid for tendered Shares is to be determined?

No one can accurately predict the NAV at a future date.

· How do I tender my Shares?

If your Shares are registered in your name, you should obtain the Offer materials, including the Issuer Tender Offer Statement and the related Letter of Transmittal, read them, and if you should decide to tender, complete a Letter of Transmittal and submit any other documents required by the Letter of Transmittal. In addition, either the certificate for Shares must be transmitted to and received by Computershare (the “Depositary”) at one of its addresses set forth on the last page of this Offer, or the tendering Stockholder must comply with the Book-Entry Delivery Procedure. These materials must be received by the Depositary in proper form before 11:59 p.m., New York time, on February 20, 2024 (unless the Offer is extended by the Fund in which case the new deadline will be as stated in the public announcement of the extension). If your Shares are held by a broker, dealer, commercial bank, trust company or other nominee (e.g., in “street name”), you should contact that firm to obtain the package of information necessary to make your decision; if you should decide to tender, you can only tender your Shares by directing that firm to complete, compile and deliver the necessary documents for submission to the Depositary by February 20, 2024 (or if the Offer is extended, the Termination Date as extended). Alternatively, you may submit all required documents at www.ComputershareCAS.com/MorganStanleyChinaAShareFundTenderOffer or www.MorganStanleyChinaAShareFundTenderOffer.computersharecas.com. See Section 3 of the Issuer Tender Offer Statement.

· Is there any cost to me to tender?

No fees or commission will be payable to the Fund in connection with the Offer. However, brokers, dealers or other persons may charge Stockholders a fee for soliciting tenders for Shares pursuant to this Offer. Stockholders may be obligated to pay transfer taxes on the purchase of Shares by the Fund and other transaction costs. See the Letter of Transmittal.

· May I withdraw my Shares after I have tendered them and, if so, by when?

Yes, you may withdraw your Shares at any time prior to 11:59 p.m., New York time, on February 20, 2024 (or if the Offer is extended, at any time prior to the expiration time on the new Termination Date).

Withdrawn Shares may be re-tendered by following the tender procedures before the Offer expires (including any extension period). See Section 4 of the Issuer Tender Offer Statement.

· How do I withdraw tendered Shares?

A notice of withdrawal of tendered Shares must be timely received by Computershare, which specifies the name of the Stockholder who tendered the Shares, the number of Shares being withdrawn (which must be all of the Shares tendered) and, as regards Share certificates which represent tendered Shares that have been delivered or otherwise identified to Computershare, the name of the registered owner of such Shares if different than the person who tendered the Shares. The notice of withdrawal, and all other required documents, must be received by Computershare prior to 11:59 p.m., New York time, on February 20, 2024 (or if the Offer is extended, at any time prior to the expiration time on the new Termination Date). See Section 4 of the Issuer Tender Offer Statement.

· May I place any conditions on my tender of Shares?

No.

· Is there a maximum number of Shares that I may tender?

No. See Section 1 of the Issuer Tender Offer Statement.

· What if more than 4,342,176 Shares are tendered (and not timely withdrawn)?

The Fund will purchase duly tendered Shares from tendering Stockholders pursuant to the terms and conditions of the Offer on a pro rata basis (disregarding fractions) in accordance with the number of Shares tendered by each Stockholder (and not timely withdrawn), unless the Fund determines not to purchase any Shares. The Fund’s present intention, if the Offer is oversubscribed, is not to purchase more than 4,342,176 Shares. See Section 1 of the Issuer Tender Offer Statement.

· If I decide not to tender, how will the Offer affect the Fund Shares I hold?

Your percentage ownership interest in the Fund will increase after completion of the Offer.

· Does the Fund have the financial resources to make payment?

Yes. Although permitted to do so, the Fund does not expect to borrow money to finance the purchase of any tendered Shares. See Section 5 of the Issuer Tender Offer Statement.

· If Shares I tender are accepted by the Fund, when will payment be made?

It is contemplated, subject to change, that payment for tendered Shares, if accepted, will be made on or about February 24, 2024.

· Is my sale of Shares in the Offer a taxable transaction?

For most Stockholders, yes. U.S. Stockholders other than those who are tax exempt who sell Shares in the Offer generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference between the cash they receive for the Shares sold and their adjusted basis in the Shares. The sale date for tax purposes will be the date the Fund accepts Shares for purchase. See Section 8 of the Issuer Tender Offer Statement for details, including the nature of the income or loss and the differing rules for U.S. and non-U.S. Stockholders. Please consult your tax adviser as well.

· Is the Fund required to complete the Offer and purchase all Shares tendered up to the number of Shares tendered for?

Under most circumstances, yes. There are certain circumstances, however, in which the Fund will not be required to purchase any Shares tendered as described in Section 12 of the Issuer Tender Offer Statement.

· Is there any reason Shares tendered would not be accepted?

In addition to those circumstances described in Section 12 of the Issuer Tender Offer Statement in which the Fund is not required to accept tendered Shares, the Fund has reserved the right to reject any and all tenders determined by it not to be in appropriate form. Tenders will be rejected if the tender does not include the original signature(s) or the original of any required signature guarantee(s).

· How will tendered Shares be accepted for payment?

Properly tendered Shares, up to the number tendered for, will be accepted for payment by a determination of the Fund followed by notice of acceptance to Computershare which is thereafter to make payment as directed by the Fund with funds to be deposited with it by the Fund. See Section 2 of the Issuer Tender Offer Statement.

· What action need I take if I decide not to tender my Shares?

None.

· Does management encourage Stockholders to participate in the Offer, and will they participate in the Offer?

No. The Fund, its Board of Directors, the Fund’s investment adviser, Morgan Stanley Investment Management Inc., and the Fund’s investment sub-adviser, Morgan Stanley Investment Management Company, are not making any recommendation to tender or not to tender Shares in the Offer. “Affiliated persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), including directors and officers of the Fund, may be prohibited by the 1940 Act from participating in the Offer. None of the members of the Fund’s Board of Directors, the executive officers of the Fund, the Fund’s investment adviser or the Fund’s investment sub-adviser intends to participate in the Offer.

· How do I obtain additional information?

Questions and requests for assistance should be directed to Georgeson, the Information Agent for the Offer, toll free at 888-355-3492 between 9:00 a.m. and 11:00 p.m. New York time, Monday through Friday, or between 12:00 p.m. and 6:00 p.m. New York time, Saturday. Requests for additional copies of the Issuer Tender Offer Statement, the Letter of Transmittal and all other Offer documents should also be directed to the Information Agent for the Offer, toll free at 888-355-3492. If you do not own Shares directly, you should obtain this information and the documents from your broker, dealer, commercial bank, trust company or other nominee, as appropriate.

· Is the Offer related to the conditional tender offer announced by the Fund on June 10, 2022?

No, the Offer is not contingent upon or in any way related to the conditional tender offer announced by the Fund on June 10, 2022.

INTRODUCTION

To the Stockholders of Common Stock of Morgan Stanley China A Share Fund, Inc.

Morgan Stanley China A Share Fund, Inc., a Maryland corporation (the “Fund”), registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, non-diversified management investment company, hereby offers to purchase up to 20% of the Fund’s outstanding Shares of Common Stock or 4,342,176 shares in the aggregate (the “Offer Amount”) of its Common Stock, par value $0.01 per Share (the “Shares”), at a price (the “Purchase Price”) per Share, net to the seller in cash, equal to 98.5% of the net asset value (“NAV”) per Share as of the close of regular trading on the New York Stock Exchange (“NYSE”) on February 21, 2024, or the next business day following such later date to which the Offer is extended (the “Pricing Date”), upon the terms and subject to the conditions set forth in this Issuer Tender Offer Statement and in the related Letter of Transmittal (which together constitute the “Offer”). The depositary for the Offer is Computershare (the “Depositary”). The Fund mailed materials for the Offer to Stockholders on or about January 22, 2024.

This Offer is being extended to all stockholders of the Fund (“Stockholders”) and is not conditioned on any minimum number of Shares being tendered, but is subject to other conditions as outlined herein and in the Letter of Transmittal.

No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained herein and in the Letter of Transmittal, and if given or made, such information or representations may not be relied upon as having been authorized by the Fund. “Affiliated persons” of the Fund, as defined in the 1940 Act, including directors and officers of the Fund, may be prohibited by the 1940 Act from participating in the Offer. None of the members of the Fund’s Board of Directors, the executive officers of the Fund, the Fund’s investment adviser, Morgan Stanley Investment Management Inc. (the “Adviser”), or the Fund’s investment sub-adviser intends to participate in the Offer.

As of January 4, 2024, there were 21,710,878 Shares issued and outstanding, and the NAV was $14.50 per Share. The Fund does not expect that the number of Shares issued and outstanding will be materially different on the Termination Date. Stockholders may contact Georgeson LLC (“Georgeson”), the Fund’s Information Agent, toll free at 888-355-3492 or contact the Fund directly at 800-231-2608 to obtain current NAV quotations for the Shares.

Any Shares acquired by the Fund pursuant to the Offer will be cancelled and retired. Tendering Stockholders may be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares by the Fund; Stockholders may also be subject to other transaction costs, as described in Section 1.

1. Terms of the Offer; Termination Date.

Upon the terms and subject to the conditions set forth in the Offer, the Fund will accept for payment, and pay for, up to 20% of the Fund’s outstanding Shares validly tendered on or prior to 11:59 p.m., New York time, on February 20, 2024, or such later date to which the Offer is extended (the “Termination Date”), and not withdrawn as permitted by Section 4.

If the number of Shares properly tendered and not withdrawn prior to the Termination Date is less than or equal to the Offer Amount, the Fund will, upon the terms and conditions of the Offer, purchase all Shares so tendered. If more than 4,342,176 Shares are duly tendered pursuant to the Offer (and not withdrawn as provided in Section 4), unless the Fund determines not to purchase any Shares, the Fund will purchase Shares from tendering Stockholders, in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions), in accordance with the number of Shares duly tendered by or on behalf of each Stockholder (and not so withdrawn). If Shares duly tendered by or on behalf of a Stockholder include Shares held pursuant to the Fund’s Dividend Reinvestment Plan, the proration will be applied first with respect to other Shares tendered and only thereafter, if and as necessary, with respect to Shares held pursuant to that plan. The Fund does not contemplate extending the Offer and increasing the number of Shares covered thereby by reason of more than 4,342,176 Shares having been tendered.

Stockholders should consider the relative costs of tendering Shares at a 1.5% discount to NAV pursuant to the Offer or selling Shares at the market price with the associated transaction costs.

The Fund expressly reserves the right, in its sole discretion, at any time or from time to time, to extend the period of time during which the Offer is open by giving oral or written notice of such extension to the Depositary. Any such extension will also be publicly announced by press release issued no later than 9:00 a.m., New York time, on the next business day after the previously scheduled Termination Date. If the Fund makes a material change in the terms of the Offer or the information concerning the Offer, or if it waives a material condition of the Offer, the Fund will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During any extension, all Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering Stockholder to withdraw his or her Shares.

Subject to the terms and conditions of the Offer, the Fund will pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of the Offer. Any extension, delay, termination or amendment will be followed as promptly as practicable by public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York time, on the next business day after the previously scheduled Termination Date.

2. Acceptance for Payment and Payment for Shares.

Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment, and will pay for, Shares validly tendered on or before the Termination Date and not properly withdrawn in accordance with Section 4 as soon as practicable after the Termination Date. In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such Shares (unless such Shares are held in uncertificated form), a properly completed and duly executed Letter of Transmittal, and any other documents required by the Letter of Transmittal. The Fund expressly reserves the right, in its sole discretion, to delay the acceptance for payment of, or payment for, Shares, in order to comply, in whole or in part, with any applicable law.

For purposes of the Offer, the Fund will be deemed to have accepted for payment Shares validly tendered and not withdrawn as provided in Section 4, if and when the Fund gives oral or written notice to the Depositary of its acceptance for payment of such Shares pursuant to the Offer. Payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the aggregate purchase price therefor with the Depositary, which will act as agent for the tendering Stockholders for the purpose of receiving payments from the Fund and transmitting such payments to the tendering Stockholders. Under no circumstances will interest on the purchase price for Shares be paid, regardless of any delay in making such payment.

If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or are not paid because of an invalid tender, or if certificates are submitted for more Shares than are tendered (i) certificates for such unpurchased Shares will be returned, without expense to the tendering Stockholder, as soon as practicable following expiration or termination of the Offer, (ii) Shares delivered pursuant to the Book-Entry Delivery Procedure (as defined in Section 3 below) will be credited to the appropriate account maintained within the appropriate Book-Entry Transfer Facility and (iii) uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan will be returned to the Dividend Reinvestment Plan account maintained by the transfer agent.

If the Fund is delayed in its acceptance for payment of, or in its payment for, Shares, or is unable to accept for payment or pay for Shares pursuant to the Offer for any reason, then, without prejudice to the Fund’s rights under this Offer, the Depositary may, on behalf of the Fund, retain tendered Shares, and such Shares may not be withdrawn unless and except to the extent tendering Stockholders are entitled to withdrawal rights as described in Section 4.

The purchase price of the Shares will equal 98.5% of their NAV (a 1.5% discount) as of the close of regular trading on the NYSE on the Pricing Date. Tendering Stockholders may be obliged to pay brokerage commissions or fees. Under the circumstances set forth in Instruction 6 of the Letter of Transmittal, Stockholders may pay transfer taxes on the purchase of Shares by the Fund.

The Fund normally calculates the NAV of its Shares daily at the close of regular trading on the NYSE. On January 4, 2024, the NAV was $14.50 per Share. The Shares are listed on the NYSE. On January 4, 2024, the last sales price at the close of regular trading on the NYSE was $12.64 per Share. The NAV of the Fund’s Shares will be available daily through the Termination Date, through the Fund’s Information Agent toll free at 888-355-3492 or through the Fund’s toll free number at 800-231-2608.

3. Procedure for Tendering Shares.

Stockholders having Shares that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should contact such firm if they desire to tender their Shares. For a Stockholder to validly tender Shares pursuant to the Offer, (a) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by the Letter of Transmittal, must be transmitted to and received by the Depositary at one of its addresses set forth on the last page of this Offer, and (b) either the certificate for Shares must be transmitted to and received by the Depositary at one of its addresses set forth on the last page of this Offer, or the tendering Stockholder must comply with the Book-Entry Delivery Procedure set forth in this Section 3.

The Fund’s transfer agent holds Shares in uncertificated form for certain Stockholders pursuant to the Fund’s Dividend Reinvestment Plan. Stockholders may tender such uncertificated Shares by completing the appropriate section of the Letter of Transmittal.

Signatures on Letters of Transmittal must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, or by a commercial bank or trust company having an office, branch or agency in the United States (each an “Eligible Institution”) unless (i) the Letter of Transmittal is signed by the registered holder of the Shares tendered, including those Stockholders who are participants in a Book-Entry Transfer Facility and whose name appears on a security position listing as the owner of the Shares, but excluding those registered Stockholders who have completed either the “Special Payment Instructions” box or the “Special Delivery Instructions” box on the Letter of Transmittal, or (ii) such Shares are tendered for the account of an Eligible Institution. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5 of the Letter of Transmittal for further information.

To prevent U.S. federal income tax backup withholding on payments made for the purchase of Shares purchased pursuant to the Offer, a Stockholder who does not otherwise establish an exemption from such backup withholding must provide the Depositary with his or her correct taxpayer identification number and certify that he is not subject to backup withholding by completing the IRS Form W-8BEN, W-8BEN-E or W-9, as applicable, as provided by Computershare. Alternatively, a Stockholder is able to certify his or her account at www.ComputershareCAS.com/MorganStanleyChinaAShareFundTenderOffer or www.MorganStanleyChinaAShareFundTenderOffer.computersharecas.com.

Foreign Stockholders who have not previously submitted an applicable IRS Form W-8BEN or W-8BEN-E to the Fund must do so in order to avoid backup withholding. The Fund will generally withhold 30% of the proceeds otherwise payable to a foreign Stockholder. See Section 8, “Federal Income Tax Consequences of the Offer,” below.

All questions as to the validity, form, eligibility (including time of receipt), payment and acceptance for payment of any tender of Shares will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any and all tenders of Shares it determines not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Shares. No tender of Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. Neither the Fund, the Adviser, the Information Agent, the Depositary, nor any other person shall be under any duty to give notification of any defects or irregularities in tenders, nor shall any of the foregoing incur any liability for failure to give any such notification. The Fund’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and instructions thereto) will be final and binding.

Payment for Shares tendered and accepted for payment pursuant to the Offer will be made, in all cases, only after timely receipt of (i) certificates for such Shares by the Depositary or book-entry confirmation of delivery of such Shares to the account of the Depositary, (ii) a properly completed and duly executed Letter of Transmittal for such Shares, and (iii) any other documents required by the Letter of Transmittal. The tender of Shares pursuant to any of the procedures described in this Section 3 will constitute an agreement between the tendering Stockholder and the Fund upon the terms and subject to the conditions of the Offer.

The method of delivery of all required documents is at the election and risk of each tendering Stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

Book-Entry Delivery Procedure

The Depositary will establish accounts with respect to the Shares at the Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Offer within a week after the date of this Offer. Any financial institution that is a participant in any of the Book-Entry Transfer Facility’s systems may make delivery of tendered Shares by (i) causing such Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account in accordance with such Book-Entry Transfer Facility’s procedure for such transfer and (ii) causing a confirmation of receipt of such delivery to be received by the Depositary (the “Book-Entry Delivery Procedure”). The Book-Entry Transfer Facility may charge the account of such financial institution for tendering Shares on behalf of Stockholders. Notwithstanding that delivery of Shares may be properly effected in accordance with this Book-Entry Delivery Procedure, the Letter of Transmittal, with signature guarantee, if required, and all other documents required by the Letter of Transmittal must be transmitted to and received by the Depositary at the appropriate address set forth on the last page of this Offer on or before the Termination Date. Delivery of documents to a Book-Entry Transfer Facility in accordance with such Book-Entry Transfer Facility’s procedures does not constitute delivery to the Depositary for purposes of this Offer.

4. Rights of Withdrawal.

Tenders of Shares made pursuant to the Offer may be withdrawn at any time prior to the Termination Date (including any date to which the Offer is extended). After the Termination Date (including any date to which the Offer is extended), all tenders made pursuant to the Offer are irrevocable.

To be effective, a written or telegraphic transmission notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the last page of this Offer. Any notice of withdrawal must specify the name of the person who executed the particular Letter of Transmittal, the number of Shares to be withdrawn, and the names in which the Shares to be withdrawn are registered. Any signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If certificates have been delivered to the Depositary, the name of the registered holder and the serial numbers of the particular certificates evidencing the Shares withdrawn must also be furnished to the Depositary. If Shares have been delivered pursuant to the Book-Entry Delivery Procedure set forth in Section 3, any notice of withdrawal must specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Shares (which must be the same name, number, and Book-Entry Transfer Facility from which the Shares were tendered), and must comply with the procedures of that Book-Entry Transfer Facility.

All questions as to the form and validity, including time of receipt, of any notice of withdrawal will be determined by the Fund, in its sole discretion, which determination shall be final and binding. Neither the Fund, the Fund’s Adviser, the Information Agent, the Depositary, nor any other person shall be under any duty to give notification of any defects or irregularities in any notice of withdrawal, nor shall any of the foregoing incur any liability for failure to give such notification. Any Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered by following the procedures described in Section 3 at any time prior to the Termination Date.

If the Fund is delayed in its acceptance for payment of Shares, or is unable to accept for payment Shares tendered pursuant to the Offer, for any reason, then, without prejudice to the Fund’s rights under this Offer, the Depositary may, on behalf of the Fund, retain tendered Shares, and such Shares may not be withdrawn except to the extent that tendering Stockholders are entitled to withdrawal rights as set forth in this Section 4.

5. Source and Amount of Funds; Effect of the Offer.

The actual cost to the Fund cannot be determined at this time because the number of Shares to be purchased will depend on the number tendered, and the price will be based on the NAV per Share on the Pricing Date. If the NAV per Share on the Pricing Date were the same as the NAV per Share on January 4, 2024, and if Stockholders tender 20% of the Fund’s outstanding Shares pursuant to the Offer, the estimated payments by the Fund to the Stockholders would be approximately $62,017,129. See the Pro Forma Capitalization table below.

The monies to be used by the Fund to purchase Shares pursuant to the Offer will be obtained from cash and from sales of securities in the Fund’s investment portfolio. Although permitted to do so, the Fund does not expect to borrow money to finance the purchase of any tendered Shares.

The Offer may have certain adverse consequences for tendering and non-tendering Stockholders.

Effect on NAV and Consideration Received by Tendering Stockholders. If the Fund is required to sell a substantial amount of portfolio securities to raise cash to finance the Offer, the market prices of the Fund’s portfolio securities, and hence the Fund’s NAV, may decline. If such a decline occurs, the Fund cannot predict what its magnitude might be or whether such a decline would be temporary or continue to or beyond the Termination Date. Because the price per Share to be paid in the Offer will be dependent upon the NAV per Share as determined on the Pricing Date, if such a decline continued up to the Pricing Date, the consideration received by tendering Stockholders would be reduced. In addition, the sale of portfolio securities will cause increased brokerage and related transaction expenses, and the Fund may receive proceeds from the sale of portfolio securities less than their valuations by the Fund. Accordingly, because of the Offer, the Fund’s NAV per Share may decline more than it otherwise might, thereby reducing the amount of proceeds received by tendering Stockholders and the value per Share for non-tendering Stockholders.

Stockholders should note, however, that the Offer may result in accretion to the Fund’s NAV per Share, following the Offer, due to the fact that the Purchase Price represents a 1.5% discount to the Fund’s NAV per Share. The potential accretion to the Fund’s NAV per Share may offset in whole or in part any decline in the Fund’s NAV as discussed above.

The Fund will likely sell portfolio securities during the pendency of the Offer to raise cash for the purchase of Shares. Thus, during the pendency of the Offer, and possibly for a short time thereafter, the Fund will hold a greater than normal percentage of its net assets in cash and cash equivalents. The Fund is required by law to pay for tendered Shares it accepts for payment promptly after the Pricing Date of this Offer. Because the Fund will not know the number of Shares tendered until the Termination Date and the price of the Shares tendered until the Pricing Date, the Fund will not know until the Pricing Date the amount of cash required to pay for such Shares. If on or prior to the Termination Date the Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Shares tendered, it may extend the Offer to allow additional time to sell portfolio securities and raise sufficient cash.

Recognition of Capital Gains. As noted, the Fund will likely be required to sell portfolio securities pursuant to the Offer. If the Fund’s tax basis for the securities sold is less than the sale proceeds, the Fund will recognize capital gains. The Fund expects to declare any such gains to Stockholders of record (reduced by net capital losses realized during the fiscal year, if any, and available capital loss carryforwards) prior to the end of the Fund’s fiscal year on December 31st, and will distribute any such gains. This recognition and distribution of gains, if any, would have two negative consequences: first, Stockholders at the time of a declaration of distributions would be required to pay taxes on a greater amount of capital gain distributions than otherwise would be the case; and second, to raise cash to make the distributions, the Fund might need to sell additional portfolio securities, thereby possibly being forced to realize and recognize additional capital gains. It is impossible to predict what the amount of unrealized gains or losses would be in the Fund’s portfolio at the time that the Fund is required to liquidate portfolio securities (and hence the amount of capital gains or losses that would be realized and recognized). As of June 30, 2023, there was net unrealized depreciation on a tax basis of $90,674,000 in the Fund’s portfolio as a whole, and as of December 31, 2022, there was $66,175,000 of capital loss carryforwards that for tax purposes could offset any future gains realized.

In addition, some of the distributed gains may be realized on securities held for one year or less, which would generate income taxable to the Stockholders at ordinary income rates. This could adversely affect the Fund’s after-tax performance.

Tax Consequences of Repurchases to Stockholders. The Fund’s purchase of tendered Shares pursuant to the Offer will have tax consequences for tendering Stockholders and may have tax consequences for non-tendering Stockholders. See Section 8, “Federal Income Tax Consequences of the Offer,” below.

Higher Expense Ratio and Less Investment Flexibility. If the Fund purchases a substantial number of Shares pursuant to the Offer, the net assets of the Fund would be reduced accordingly. The reduced net assets of the Fund as a result of the Offer could result in a higher expense ratio for the Fund, and possibly in less investment flexibility for the Fund, depending on the number of Shares repurchased.

Pro Forma Effects on Capitalization. The following table sets forth the net assets of the Fund as of January 4, 2024, adjusted to give effect to the Offer (excluding expenses and assuming the Fund repurchases 20% of its outstanding Shares):

PRO FORMA CAPITALIZATION (1)

	As of January 4, 2024		Adjustment for Purchase at $14.2825 Per Share (2)		Pro Forma as Adjusted
Total net assets	$	314,727,969	$	62,017,129	$	252,710,840
Shares outstanding		21,710,878		4,342,176		17,368,702
NAV per Share (3)	$	14.50			$	14.55

(1)

This table assumes a purchase by the Fund of 4,342,176 Shares, equal to 20% of the Fund’s outstanding Shares.

(2)

This amount represents 98.5% of the Fund’s NAV as determined as of January 4, 2024. Shares tendered pursuant to the Offer will be purchased at a 1.5% discount to NAV on the Pricing Date, which may be more or less than $14.2825 per Share, and the pro forma NAV per Share also may be more or less.

(3)

The Fund normally calculates the NAV of its Shares daily at the close of regular trading on the NYSE, and it is determined by dividing the total net assets of the Fund by the number of Shares outstanding.

6. Purpose of the Offer.

Since the Fund’s inception, the Board of Directors has consistently recognized that it would be in the best interests of Stockholders to attempt to reduce or eliminate any discount at which the Fund’s Shares may trade to their NAV. At a meeting held on December 5-6, 2023, the Board determined to conduct a tender offer for Shares of the Fund’s Common Stock to attempt to reduce the market discount at which the Fund’s Shares were then trading. The Board approved a tender offer by the Fund for up to 20% of the Fund’s outstanding Shares. The Board determined to conduct the tender offer at a price equal to 98.5% of the Fund’s NAV at the close of trading on the NYSE on the next business day following the termination of the Offer. The Board has determined to effect this Offer under Rule 13e-4 of the Exchange Act.

Any Shares acquired by the Fund pursuant to the Offer will be cancelled and retired.

Neither the Fund, nor its Board of Directors, nor the Adviser makes any recommendation to any Stockholder as to whether to tender or refrain from tendering any of such Stockholder’s Shares, and none of such persons has authorized any person to make any such recommendation. Stockholders are urged to evaluate carefully all information in the Offer, consult their own investment and tax advisers and make their own decisions whether to Tender Shares.

Except to the extent described herein, the Fund has no present plans or proposals, and is not engaged in any negotiations, that relate to or would result in: any extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Fund; any purchase, sale or transfer of a material amount of assets of the Fund (other than in its ordinary course of business); any material changes in the Fund’s present capitalization (except as resulting from the Offer or otherwise set forth herein); or any other material changes in the Fund’s structure or business.

7. NAV and Market Price Range of Shares.

The Shares are traded on the NYSE. During each fiscal quarter of the Fund during the past two fiscal years, the NAV (as of the last business day of such fiscal quarter), and the High, Low and Close Market Price per Share (as of the last business day of such fiscal quarter) were as follows:

	Market Price
Fiscal Quarter Ended	High		Low		Close		NAV
March 31, 2022	$	20.83	$	15.18	$	16.35	$	18.82
June 30, 2022	$	16.98	$	14.30	$	16.93	$	19.67
September 30, 2022	$	17.01	$	13.37	$	13.51	$	16.60
December 31, 2022	$	14.35	$	12.16	$	14.20	$	17.07
March 31, 2023	$	16.80	$	14.01	$	14.36	$	17.26
June 30, 2023	$	14.34	$	12.55	$	12.71	$	15.63
September 30, 2023	$	13.60	$	12.36	$	12.46	$	15.45
December 31, 2023	$	12.76	$	11.63	$	12.74	$	14.87

It is not anticipated that any cash dividend will be declared by the Board of Directors with a record date occurring before the expiration of the Offer. The amount and frequency of dividends in the future will depend on circumstances existing at that time.

8. Federal Income Tax Consequences of the Offer.

The U.S. federal income tax discussion set forth below is a summary included for general information purposes only. In view of the individual nature of tax consequences, each Stockholder is advised to consult its own tax adviser with respect to the specific, individual tax consequences of participation in the Offer, including the effect and applicability of state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

The sale of Shares pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes, either as a “sale or exchange,” or under certain circumstances, as a “dividend.” Under Section 302(b) of the Internal Revenue Code of 1986, as amended (the “Code”), a sale of Shares pursuant to the Offer generally will be treated as a “sale or exchange” if the receipt of cash by the Stockholder: (a) results in a “complete termination” of the Stockholder’s interest in the Fund, (b) is “substantially disproportionate” with respect to the Stockholder, or (c) is “not essentially equivalent to a dividend” with respect to the Stockholder. In determining whether any of these tests has been met, Shares actually owned, as well as Shares considered to be owned by the Stockholder by reason of certain constructive ownership rules set forth in Section 318 of the Code, generally must be taken into account. If any of these three tests for “sale or exchange” treatment is met, a Stockholder will recognize gain or loss equal to the difference between the price paid by the Fund for the Shares purchased in the Offer and the Stockholder’s adjusted basis in such Shares. If such Shares are held as a capital asset, the gain or loss will generally be capital gain or loss. The current maximum tax rate applicable to net capital gains recognized by individuals and other non-corporate taxpayers is generally (i) the same as the applicable ordinary income rate for capital assets held for one year or less or (ii) 15% or 20% (depending on whether the taxpayer’s income exceeds certain threshold amounts) for capital assets held for more than one year.

If the requirements of Section 302(b) of the Code are not met, amounts received by a Stockholder who sells Shares pursuant to the Offer will be taxable to the Stockholder as a “dividend” to the extent of such Stockholder’s allocable Share of the Fund’s current or accumulated earnings and profits. To the extent that amounts received exceed such Stockholder’s allocable Share of the Fund’s current and accumulated earnings and profits, such excess will constitute a non-taxable return of capital (to the extent of the Stockholder’s adjusted basis in its Shares), and any amounts in excess of the Stockholder’s adjusted basis will constitute taxable gain. Any remaining adjusted basis in the Shares tendered to the Fund will be transferred to any remaining Shares held by such Stockholder. In addition, if a tender of Shares is treated as a “dividend” to a tendering Stockholder, a constructive dividend under Section 305(c) of the Code may result to a non-tendering Stockholder whose proportionate interest in the earnings and assets of the Fund has been increased by such tender. The Fund believes that the nature of the repurchase will be such that the sale of Shares pursuant to the Offer will normally satisfy the test for a sale that is “not essentially equivalent to a dividend” and therefore will qualify for “sale or exchange” treatment (as opposed to “dividend” treatment).

Under the “wash sale” rules under the Code, provided the purchase of Shares pursuant to the Offer is treated as a sale or exchange (and not a distribution as described above), loss recognized on Shares repurchased pursuant to the Offer will ordinarily be disallowed to the extent the Stockholder acquires other shares of the Fund or substantially identical stock or securities within 30 days before or after such purchase and, in that event, the basis and holding period of the shares acquired will be adjusted to reflect the disallowed loss.

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceed certain threshold amounts. Stockholders should consult their tax advisors regarding the applicability of the Medicare tax to their sale of Shares pursuant to the Offer.

Foreign Stockholders. Any payments to a tendering Stockholder who is a nonresident alien individual, a foreign trust or estate or a foreign corporation that does not hold his, her or its Shares in connection with a trade or business conducted in the United States (a “Foreign Stockholder”) that are treated as dividends for U.S. federal income tax purposes under the rules set forth above, will be subject to U.S. withholding tax at the rate of 30% (unless a reduced rate applies under an applicable tax treaty). A tendering Foreign Stockholder who realizes a capital gain on a tender of Shares will not be subject to U.S. federal income tax on such gain, unless the Stockholder is an individual who is physically present in the United States for 183 days or more and certain other conditions exist. Such persons are advised to consult their own tax adviser. Special rules may apply in the case of Foreign Stockholders (i) that are engaged in a U.S. trade or business, (ii) that are former citizens or residents of the U.S. or (iii) that have a special status for U.S. federal tax purposes, such as “controlled foreign corporations,” “foreign personal holding companies,” corporations that accumulate earnings to avoid U.S. federal income tax, and certain foreign charitable organizations. Such persons are advised to consult their own tax adviser. The Fund will generally withhold 30% of the proceeds otherwise payable to a Foreign Stockholder. A Foreign Stockholder may be eligible to obtain a refund from the Internal Revenue Service of all or a portion of any tax withheld if such Foreign Stockholder satisfies certain requirements or is otherwise able to establish that no tax or a reduced amount of tax is due. Foreign Stockholders are urged to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

A foreign financial institution or non-financial foreign entity that tenders Shares which are accepted for purchase pursuant to the Offer will generally be subject to withholding tax imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) and applicable U.S. Treasury regulations promulgated thereunder at a rate of 30 percent of the gross proceeds payable to such foreign financial institution or non-financial foreign entity unless such foreign financial institution or non-financial foreign entity provides to the applicable withholding agent an applicable IRS Form W-8BEN or W-8BEN-E demonstrating that FATCA withholding is not required. If the applicable withholding agent withholds tax under FATCA, it will not also withhold the 30 percent U.S. federal income tax described previously. Non-U.S. Holders are urged to consult their own tax advisors to determine the effect, if any, of FATCA on their participation in the Offer.

Backup Withholding. The Fund generally will be required to withhold tax at the rate of 24% (“backup withholding”) from any payment to a tendering Stockholder that is an individual (or certain other non-corporate persons) if the Stockholder fails to provide to the Fund its correct taxpayer identification number or otherwise establish an exemption from the backup withholding tax rules. A foreign Stockholder generally will be able to avoid backup withholding with respect to payments by the Fund that are treated as made in exchange for tendered Shares only if it furnishes to the Fund a duly completed applicable IRS Form W-8BEN or W-8BEN-E, signed under penalty of perjury, stating that it (1) is a nonresident alien individual or a foreign corporation, partnership, estate or trust, (2) has not been and does not plan to be present in the United States for a total of 183 days or more during the calendar year, and (3) is neither engaged, nor plans to be engaged during the year, in a United States trade or business that has effectively connected gains from transactions with a broker or barter exchange. Backup withholding is not an additional tax, and any amounts withheld may be credited against a Stockholder’s U.S. federal income tax liability.

Under Treasury regulations directed at tax shelter activity, if a Stockholder recognizes a loss of $2 million or more for an individual Stockholder or $10 million or more for a corporate Stockholder, such Stockholder must file with the IRS a disclosure statement on IRS Form 8886. Direct holders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, Stockholders of a regulated investment company, such as the Fund, are not excepted. Future guidance may extend the current exception from this reporting requirement to Stockholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Stockholders should consult their own tax advisers concerning any possible disclosure obligation with respect to their disposition of Shares pursuant to the Offer.

9. Certain Information Concerning the Fund, the Fund’s Adviser and the Fund’s Investment Sub-Adviser.

The Fund is a closed-end, non-diversified management investment company organized as a Maryland corporation. The Shares were first issued to the public on October 3, 2006. As a closed-end investment company, the Fund differs from an open-end investment company (i.e., a mutual fund) in that it does not redeem its Shares at the election of a Stockholder and does not continuously offer its Shares for sale to the public. The Fund’s investment objective is to seek capital growth through investing, under normal circumstances, at least 80% of its assets in A-shares of Chinese companies listed on the Shanghai and Shenzhen Stock Exchanges. The principal executive offices and business address of the Fund are located at 1585 Broadway, New York, New York 10036. The Fund’s business telephone number is 800-231-2608.

Morgan Stanley Investment Management Inc. serves as the investment adviser to the Fund. The Adviser is a corporation organized under the laws of Delaware and a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Adviser has served as investment adviser since the Fund’s inception. The principal business address of the Adviser is 1585 Broadway, New York, New York 10036.

Morgan Stanley Investment Management Company serves as investment sub-adviser to the Fund. The investment sub-adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended. The principal business address of Morgan Stanley Investment Management Company is 23 Church Street, 16-01 Capital Square, Singapore 049481.

The Fund is subject to the information and reporting requirements of the 1940 Act and in accordance therewith is obligated to file reports and other information with the Commission relating to its business, financial condition and other matters. The Fund has also filed an Issuer Tender Offer Statement on Schedule TO with the Commission. Such reports and other information should be available to the public, free of charge, on the Commission’s internet site (http://www.sec.gov). Copies may be obtained, by mail, upon payment of the Commission’s customary charges, by writing to its principal office at 100 F Street, N.E., Washington, D.C. 20549.

10. Interest of Directors and Officers; Transactions and Arrangements Concerning the Shares.

The directors and executive officers of the Fund and the aggregate number and percentage of the Shares each of them beneficially owned as of December 31, 2023 is set forth in the table below. The address of each of the directors (other than Dr. Manuel H. Johnson) is in care of Perkins Coie LLP, Counsel to the Independent Trustees, 1155 Avenue of the Americas 22^nd Floor, New York, NY 10036. The address of each of the executive officers (other than Francis J. Smith, Deidre A. Downes and Mary E. Mullin) is in care of the Fund at 1585 Broadway, New York, New York 10036.

Name and Position	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
Frank L. Bowman, Director		0		0.00	%
Frances L. Cashman, Director		0		0.00	%
Nancy C. Everett, Director		0		0.00	%
Eddie A. Grier, Director		0		0.00	%
Jakki L. Haussler, Director		0		0.00	%
Dr. Manuel H. Johnson, Director⁽¹⁾		0		0.00	%
Patricia A. Maleski, Director		0		0.00	%
W. Allen Reed, Chair of the Board and Director		0		0.00	%
John H. Gernon, President and Principal Executive Officer		1,256		0.01	%
Deidre A. Downes, Chief Compliance Officer⁽²⁾		0		0.00	%
Francis J. Smith, Treasurer and Principal Financial Officer⁽³⁾		0		0.00	%
Mary E. Mullin, Secretary⁽²⁾		0		0.00	%
Michael J. Key, Vice President		0		0.00	%

Except as described below, neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s directors or executive officers, or associates of any of the foregoing, has effected any transaction in Fund Shares, except for dividend reinvestment, during the past 60 days.

Except as set forth in this Offer to Repurchase, neither the Fund, nor, to the best of the Fund’s knowledge, any of the Fund’s officers or directors, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer to Repurchase with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations. The Fund has been advised that no director or officer of the Fund intends to tender Fund Shares pursuant to the Offer to Repurchase. The Offer to Repurchase does not, however, restrict the purchase of Fund Shares pursuant to the Offer to Repurchase from any such person. The Fund is not aware of any stockholders of the Fund that are associates of the directors and executive officers listed above within the meaning of Rule 12b-2 of the Exchange Act.

11. Certain Legal Matters; Regulatory Approvals.

The Fund is not aware of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by the Fund as contemplated herein. Should any such approval or other action be required, the Fund presently contemplates that such approval or other action will be sought. The Fund is unable to predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Fund’s business. The Fund’s obligations under the Offer to accept for payment and pay for Shares are subject to certain conditions described in Section 12.

12. Certain Conditions of the Offer.

Notwithstanding any other provision of the Offer, the Fund shall not be required to accept for payment or pay for any Shares, may postpone the acceptance for payment of, or payment for, tendered Shares, and may, in its reasonable discretion, terminate or amend the Offer as to any Shares not then paid for if (1) such transactions, if consummated, would (a) result in delisting of the Fund’s Common Stock from the NYSE or (b) impair the Fund’s status as a regulated investment company under the Code (which would make the Fund subject to U.S. federal income taxes on all of its income and gains in addition to the taxation of Stockholders who receive distributions from the Fund); (2) the amount of Shares of Common Stock tendered would require liquidation of such a substantial portion of the Fund’s securities that the Fund would not be able to liquidate portfolio securities in an orderly manner in light of the existing market conditions, and such liquidation would have an adverse effect on the NAV of the Fund to the detriment of non-tendering Stockholders; (3) there is any (a) in the Board of Directors’ judgment, material legal action or proceeding instituted or threatened challenging such transactions or otherwise materially adversely affecting the Fund, (b) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s), or the NASDAQ Global Market System, (c) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State, (d) limitation affecting the Fund or the issuers of its portfolio securities imposed by federal or state authorities on the extension of credit by lending institutions, I commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any foreign country in which the Fund invests or which is material to the Fund, or (f) in the Board of Directors’ judgment, other event or condition which would have a material adverse effect on the Fund or its Stockholders if tendered Shares were purchased; or (4) determination by the Board of Directors that effecting any such transaction would constitute a breach of their fiduciary duty owed to the Fund or its Stockholders.

¹The address of Dr. Manuel H. Johnson is in care of Johnson Smick International, Inc., 220 I Street, NE Suite 200, Washington, D.C. 20002.

²The address of each of Deidre A. Downes and Mary E. Mullin is in care of the Fund at 1633 Broadway, New York, NY 10019.

³The address of Francis J. Smith is in care of the Fund at 750 7th Ave, New York, NY 10019.

The foregoing conditions are for the sole benefit of the Fund and may be asserted by the Fund regardless of the circumstances (including any action or inaction by the Fund) giving rise to any such conditions or may be waived by the Fund in whole or in part at any time and from time to time in its sole discretion. The failure by the Fund at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section shall be final and binding on all parties.

A public announcement shall be made of a material change in, or waiver of, such conditions, and the Offer may, in certain circumstances, be extended in connection with any such change or waiver.

If the Offer is suspended or postponed, the Fund will provide notice to Stockholders of such suspension or postponement.

13. Fees and Expenses.

The Fund will not pay to any broker or dealer, commercial bank, trust company or other person any solicitation fee for any Shares purchased pursuant to the Offer. The Fund will reimburse such persons for customary handling and mailing expenses incurred in forwarding the Offer. No such broker, dealer, commercial bank or trust company has been authorized to act as the agent of the Fund or the Depositary for purposes of the Offer.

The Fund has retained Computershare to act as Depositary and Georgeson to act as Information Agent. The Depositary and the Information Agent will each receive reasonable and customary compensation for their services and will also be reimbursed for certain out-of-pocket expenses, and the Information Agent will be indemnified against certain liabilities by the Fund.

14. Miscellaneous.

The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. The Fund may, in its sole discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction.

The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of Shares in connection therewith would not be in compliance with the laws of such jurisdiction. Consequently, the Offer is currently being made to all holders of Shares. However, the Fund reserves the right to exclude Stockholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Fund makes a good faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of Stockholders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act.

15. Contacting the Depositary and the Information Agent.

The Letter of Transmittal, certificates for the Shares and any other required documents should be sent by each Stockholder of the Fund or his or her broker-dealer, commercial bank, trust company or other nominee to the Depositary as set forth below.

Financial Statements.

(This page has been left blank intentionally.)

The Depositary for the Offer is:

Delivery will only be deemed valid if delivered in line with instructions below:

All trackable mail, including Overnight Delivery:
Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer, COY:CAF
150 Royall Street, Suite V

Canton, MA 02021

By First Class Mail:
Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer, COY:CAF
P.O. Box 43011

Providence, RI 02940-3011

Any questions or requests for assistance or additional copies of the Offer, the Letter of Transmittal and other documents may be directed to the Information Agent at its telephone number and location listed below. Stockholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

1290 Avenue of the Americas – 9^th Floor
New York, NY 10104

Call Toll Free: (888) 355-3492

MORGAN STANLEY CHINA A SHARE FUND, INC.

January 22, 2024

Exhibit 12.(a)(1)(ii)

LETTER OF TRANSMITTAL

To Accompany Shares of Common Stock of

Morgan Stanley China A Share Fund, Inc.

Tendered Pursuant to the Offer
Dated January 22, 2024

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
NEW YORK TIME, ON FEBRUARY 20, 2024, UNLESS THE OFFER IS EXTENDED.

The Depositary for the Offer is:

Delivery will only be deemed valid if delivered in line with instructions below:

All trackable mail, including Overnight Delivery:
Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer, COY:CAF
150 Royall Street, Suite V

Canton, MA 02021

By First Class Mail:
Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer, COY:CAF
P.O. Box 43011

Providence, RI 02940-3011

DESCRIPTION OF SHARES TENDERED

Name(s) and Address(es) of Registered Holder(s): (Please fill in, if blank)	Share(s) Tendered (Attached additional signed schedule if necessary)
	Certificate Number(s)*	Total Number of Shares Represented by Certificates	Number of Shares Tendered**
	Total Shares Tendered (Including uncertificated Shares held directly by the Fund’s Transfer Agent as Book/Direct Registration Shares and Dividend Reinvestment Plan)
	Total Shares Owned

Need not be completed by Stockholders who tender Shares by book-entry transfer.

Unless otherwise indicated, it will be assumed that all Shares evidenced by any certificates delivered to the Depositary are being tendered. See Instruction 4.

THE UNDERSIGNED TENDERS ALL UNCERTIFICATED SHARES THAT MAY BE HELD IN THE NAME OF THE REGISTERED HOLDER(S) BY THE FUND’S TRANSFER AGENT PURSUANT TO THE FUND’S DIVIDEND REINVESTMENT PLAN.

¨ YES ¨ NO

Note: If you do not check either of the boxes above, uncertificated Shares, if any, held in the name of the registered holder(s) by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan will not be tendered.

VOLUNTARY CORPORATE ACTION, COY CAF

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND EXCEPT AS OTHERWISE PROVIDED IN INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE STOCKHOLDER HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED.

This Letter of Transmittal is to be used (a) if certificates for Shares (as defined below) are to be forwarded herewith, or (b) if uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan are to be tendered, or (c) if tenders are to be made by book-entry transfer to any of the accounts maintained by the Depositary at the Depository Trust Company (“DTC” or the “Book-Entry Transfer Facility”) pursuant to the procedure set forth in Section 3, “Procedure for Tendering Shares,” of the Fund’s Issuer Tender Offer Statement. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

☐ CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:

Account Number:

Transaction Code Number:

If the tendered Shares are being tendered by a Nominee Holder on behalf of its customers, please state the number of customer accounts for whose benefit the tender is made: ________________________________________

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING DOCUMENTS AND INSTRUCTIONS CAREFULLY.

VOLUNTARY CORPORATE ACTION, COY CAF

Ladies and Gentlemen:

The undersigned hereby tenders to Morgan Stanley China A Share Fund, Inc., a Maryland corporation (the “Fund”), the shares of the Fund’s Common Stock, $0.01 par value per share (the “Shares”) described below, at a price per Share, net to the seller in cash, at a price (the “Purchase Price”) equal to 98.5% of the net asset value (“NAV”) per Share as of the close of regular trading on the New York Stock Exchange on February 21, 2024, or the next business day following such later date to which the Offer is extended, upon the terms and subject to the conditions set forth in the Fund’s Issuer Tender Offer Statement, dated January 22, 2024, receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together with the Fund’s Issuer Tender Offer Statement constitute the “Offer”). The “Termination Date” of the Offer is 11:59 p.m., New York time, on February 20, 2024. If the Fund, in its sole discretion, shall have extended the period for which the Offer is open, the “Termination Date” shall mean the latest time and date on which the Offer, as so extended by the Fund, shall expire.

Subject to, and effective upon, acceptance of payment for the Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all the Shares that are being tendered hereby and that are being accepted for purchase pursuant to the Offer (and any and all dividends, distributions, other Shares or other securities or rights issued or issuable in respect of such Shares on or after the Termination Date) and irrevocably constitutes and appoints the Depositary the true and lawful agent of the undersigned with respect to such Shares (and any such dividends, distributions, other Shares or securities or rights), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) deliver certificates for such Shares (and any such other dividends, distributions, other Shares or securities or rights) or transfer ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights), together, in either such case, with all accompanying evidences of transfer and authenticity to or upon the order of the Fund, upon receipt by the Depositary, as the undersigned’s agent, of the Purchase Price, (b) present such Shares (and any such other dividends, distributions, other Shares or securities or rights) for transfer on the books of the Fund, and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any such other dividends, distributions, other Shares or securities or rights), all in accordance with the terms of the Offer.

The undersigned hereby represents and warrants that: (a) the undersigned has full power and authority to tender, sell, assign and transfer the tendered Shares (and any and all dividends, distributions, other Shares or other securities or rights issued or issuable in respect of such Shares on or after the Termination Date); (b) when and to the extent the Fund accepts the Shares for purchase, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, proxies, encumbrances or other obligations relating to their sale or transfer, and not subject to any adverse claim; (c) on request, the undersigned will execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the tendered Shares (and any and all dividends, distributions, other Shares or securities or rights issued or issuable in respect of such Shares on or after the Termination Date); and (d) the undersigned has read and agreed to all of the terms of the Offer.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Shares tendered pursuant to the Offer may be withdrawn at any time prior to the Termination Date in accordance with Section 4, “Rights of Withdrawal,” of the Fund’s Issuer Tender Offer Statement. After the Termination Date, tenders made pursuant to the Fund’s Issuer Tender Offer Statement will be irrevocable.

VOLUNTARY CORPORATE ACTION, COY CAF

SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS

The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 3, “Procedure for Tendering Shares,” of the Fund’s Issuer Tender Offer Statement and in the Instructions hereto will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer.

The undersigned recognizes that under certain circumstances set forth in the Offer, the Fund may not be required to purchase any of the Shares tendered hereby, or may accept for purchase fewer than all of the Shares tendered hereby.

Unless otherwise indicated herein under “Special Payment Instructions,” please return any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please return any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” In the event that either the Special Delivery Instructions or the Special Payment Instructions are completed, please return such certificates to the person or persons so indicated. The undersigned recognizes that the Fund has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder thereof if the Fund does not accept for payment any of the Shares so tendered. The undersigned further recognizes that the Special Payment Instructions and the Special Delivery Instructions are not applicable to Shares tendered by book-entry transfer, nor to uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan which may be tendered hereby.

SPECIAL PAYMENT INSTRUCTIONS			SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 5, 6 and 8)			(See Instructions 5, 6 and 8)
To be completed ONLY if certificates for Shares not tendered or not purchased are to be issued in the name of and sent to someone other than the undersigned.			To be completed ONLY if certificates for Shares not tendered or not purchased are to be issued in the name of the undersigned, but sent to someone other than the undersigned or to the undersigned at an address other than that shown above.
Issue Certificate to:
Name			Name
(Please Print)			(Please Print)
Address			Address

(City, State, Zip Code)			(City, State, Zip Code)
Complete Payer IRS Form W-9

(Taxpayer Identification (Social Security) Number)

VOLUNTARY CORPORATE ACTION, COY CAF

SIGN HERE
(Important: Also complete and Sign the IRS Form W-9)

_________________________________________________________

(Signatures of Stockholder(s))

Dated: _____________________________ , 2024

(This form must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 5.)

	Name(s)

(Please Print)

	Capacity (Full Title)

	Address

City State Zip Code

	Area Code and Telephone Number

	Employer Identification or Social Security Number

GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)

Authorized Signature(s)

	Name

(Please Print)

Name of Firm

	Address

City State Zip Code

Dated: _______________________ , 2024

VOLUNTARY CORPORATE ACTION, COY CAF

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. No signature guarantee on this Letter of Transmittal is required (i) if this Letter of Transmittal is signed by the registered holder of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith, unless such holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” herein, or (ii) if such Shares are tendered for the account of a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, a commercial bank, credit union, savings association or trust company having an office, branch or agency in the United States, or other entity which is a member in good standing of a stock transfer association’s approved medallion program (each being hereinafter referred to as an “Eligible Institution”). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Certificates. This Letter of Transmittal is to be used only (a) if certificates are to be forwarded herewith, (b) if uncertificated Shares held by the Fund’s transfer agent pursuant to the Fund’s Dividend Reinvestment Plan are to be tendered, or (c) if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in Section 3, “Procedure for Tendering Shares,” of the Fund’s Issuer Tender Offer Statement. Certificates for all physically tendered Shares, or confirmation of a book-entry transfer in the Depositary’s account at the Book-Entry Transfer Facility of Shares tendered by book-entry transfer, together, in each case, with a properly completed and duly executed Letter of Transmittal with any required signature guarantee and any other documents required by this Letter of Transmittal should be mailed or delivered to the Depositary at the appropriate address set forth herein and must be received by the Depositary prior to 11:59 p.m., New York time, on the Termination Date.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATES FOR SHARES AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER, AND EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. THE STOCKHOLDER HAS THE RESPONSIBILITY TO CAUSE THE LETTER OF TRANSMITTAL, CERTIFICATES AND ANY OTHER DOCUMENTS TO BE TIMELY DELIVERED.

No alternative, conditional or contingent tenders will be accepted, except as may be permitted in the Fund’s Issuer Tender Offer Statement. All tendering Stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for payment of Shares.

3. Inadequate Space. If the space provided is inadequate, the certificate numbers and/or number of Shares should be listed on a separate signed schedule attached hereto.

4. Partial Tenders and Unpurchased Shares. (Not applicable to Stockholders who tender by book-entry transfer.) If fewer than all the Shares evidenced by any certificate submitted are to be tendered, fill in the number of Shares which are to be tendered in the column entitled “Number of Shares Tendered.” All Shares represented by certificates listed and delivered to the Depositary are deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements.

(a) If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond exactly with the name(s) on the face of the certificates.

(b) If any of the tendered Shares are held of record by two or more joint holders, all such holders must sign this Letter of Transmittal.

VOLUNTARY CORPORATE ACTION, COY CAF

I If any tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many Letters of Transmittal as there are different registrations of certificates.

(d) If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of certificates or separate stock powers are required unless payment is to be made, or the certificates for Shares not tendered or purchased are to be issued, to a person other than the registered holder(s), in which case the endorsements or signatures on the stock powers, as the case may be, must be signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or stock powers must be guaranteed by an Eligible Institution. See also Instruction 1.

I If this Letter of Transmittal or any certificates or stock powers are signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and must submit proper evidence satisfactory to the Fund of their authority to so act.

(f) If this Letter of Transmittal is signed by a person(s) other than the registered holder(s) of the certificates listed and transmitted hereby, the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holder(s) appear on the certificates. Signatures on such certificates of stock powers must be guaranteed by an Eligible Institution. See also Instruction 1.

6. Stock Transfer Taxes. Except as set forth in this Instruction 6, no stock transfer tax stamps or funds to cover such stamps need accompany this Letter of Transmittal, and the Fund will pay all stock transfer taxes, if any, with respect to the transfer and sale of Shares to it pursuant to the Offer. If, however, payment of the repurchase price is to be made to, or (in the circumstances permitted by the Fund’s Issuer Tender Offer Statement) if Shares not tendered or not purchased are to be registered in the name of any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such other person) payable on account of the transfer to such person will be deducted from the Purchase Price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.

7. Tender of More Than 4,342,176 Shares. If more than 4,342,176 Shares are duly tendered prior to the expiration of the Offer (and not timely withdrawn), the Fund will purchase Shares from tendering Stockholders, in accordance with the terms and conditions specified in the Offer, on a pro rata basis (disregarding fractions), in accordance with the number of Shares duly tendered by each Stockholder during the period the Offer is open (and not timely withdrawn), unless the Fund determines not to purchase any Shares. Certificates representing Shares tendered but not purchased will be returned promptly following the termination, expiration or withdrawal of the Offer, without further expense to the tendering Stockholder.

8. Special Payment and Delivery Instructions. If certificates for Shares not tendered or not purchased are to be issued in the name of a person other than the person signing this Letter of Transmittal or if such certificates are to be sent to someone other than the person signing this Letter of Transmittal or to the person signing this Letter of Transmittal at an address other than that shown above, the boxes captioned “Special Payment Instructions” and/or “Special Delivery Instructions” on this Letter of Transmittal should be completed.

9. Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Fund, in its sole discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any or all tenders of any particular Shares (i) determined by it not to be in proper form or (ii) the acceptance of or payment for which may, in the opinion of the Fund’s counsel, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer, in whole or in part, or any defect or irregularity in tender of any particular Shares or Stockholder, and the Fund’s interpretations of the terms and conditions of the Offer (including these instructions) shall be final and binding. No tender of Shares will be deemed to be properly made until all defects and irregularities have been cured or waived. None of the Fund, the Depositary, Georgeson LLC (the “Information Agent”) or any other person shall be obligated to give notice of defects or irregularities in tenders, nor shall any of them incur any liability for failure to give any such notice. Unless waived, any defects or irregularities must be cured within such time as the Fund shall determine.

VOLUNTARY CORPORATE ACTION, COY CAF

10. Requests for Assistance and Additional Copies. Requests for assistance should be directed to, and additional copies of the Fund’s Issuer Tender Offer Statement and this Letter of Transmittal may be obtained from, the Information Agent at the address set forth at the end of this Letter of Transmittal, or from your broker, dealer, commercial bank, trust company, or other nominee. The Information Agent will also provide Stockholders, upon request, with a Certificate of Foreign Status (Form W-8BEN or Form W-8BEN-E).

11. Backup Withholding. Each Stockholder that desires to participate in the Offer must, unless an exemption applies, provide the Depositary with the Stockholder’s taxpayer identification number on the IRS Form W-8BEN, W-8BEN-E or W-9, as applicable, as provided by Computershare, with the required certifications being made under penalties of perjury. If the Stockholder is an individual, the taxpayer identification number is his or her social security number. If the Depositary is not provided with the correct taxpayer identification number, the Stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service (“IRS”) in addition to being subject to backup withholding.

If backup withholding applies, the Depositary is required to withhold 24% of any payment made to the Stockholder with respect to Shares purchased pursuant to the Offer. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding may result in an overpayment of taxes for which a refund may be obtained by the Stockholder from the IRS.

Certain Stockholders (including, among others, most corporations and certain foreign persons) are exempt from backup withholding requirements. To qualify as an exempt recipient on the basis of foreign status, a Stockholder must submit a properly executed Certificate of Foreign Status (applicable IRS Form W-8BEN or Form W-8BEN-E), signed under penalties of perjury, attesting to that person’s exempt status. Generally, a foreign person will be able to avoid backup withholding with respect to payments that are considered made in exchange for tendered Shares only if such person (1) is a nonresident alien individual or a foreign corporation, partnership, estate or trust, (2) has not been and does not plan to be present in the United States for a total of 183 days or more during the calendar year, and (3) is neither engaged, nor plans to be engaged during the year, in a United States trade or business that has effectively connected gains from transactions with a broker or barter exchange. Somewhat different requirements apply in the case of foreign persons covered by tax treaties.

A STOCKHOLDER SHOULD CONSULT HIS OR HER TAX ADVISER AS TO HIS OR HER QUALIFICATION FOR EXEMPTION FROM THE BACKUP WITHHOLDING REQUIREMENTS AND THE PROCEDURE FOR OBTAINING AN EXEMPTION.

Stockholders are required to give the Depositary the taxpayer identification number of the record owner of the Shares. If the Shares are registered in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on IRS Form W-8 or W-9, as applicable.

12. U.S. Tax Withholding. The Fund will generally withhold 30% of the proceeds otherwise payable to a foreign Stockholder. A foreign Stockholder may be eligible to obtain a refund from the Internal Revenue Service of all or a portion of any tax withheld if such Stockholder satisfies certain requirements or is otherwise able to establish that no tax or a reduced amount of tax is due. Foreign Stockholders are urged to consult their own tax advisors regarding the application of federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.

VOLUNTARY CORPORATE ACTION, COY CAF

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VOLUNTARY CORPORATE ACTION, COY CAF

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VOLUNTARY CORPORATE ACTION, COY CAF

IMPORTANT: This Letter of Transmittal (together with certificates for Shares and all other required documents) must be received by the Depositary prior to 11:59 p.m., New York time, on February 20, 2024, at the appropriate address set forth below:

The Depositary:

Delivery will only be deemed valid if delivered in line with instructions below:

All trackable mail, including Overnight Delivery:
Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer, COY:CAF
150 Royall Street, Suite V

Canton, MA 02021

By First Class Mail:
Computershare Trust Company, N.A.

Attn: Corporate Actions Voluntary Offer, COY:CAF
P.O. Box 43011

Providence, RI 02940-3011

Any questions or requests for assistance or additional copies of this Letter of Transmittal, the Fund’s Issuer Tender Offer Statement and other accompanying materials may be directed to the Information Agent at its telephone number and location listed below. Stockholders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

1290 Avenue of the Americas – 9^th Floor
New York, NY 10104

Call Toll Free: (888) 355-3492

VOLUNTARY CORPORATE ACTION, COY CAF

Exhibit 12.(a)(1)(iii)

Offer by

MORGAN STANLEY CHINA A SHARE FUND, INC.

To Purchase for Cash
up to 20% of the Fund’s Outstanding
Shares of Common Stock

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
NEW YORK TIME, ON FEBRUARY 20, 2024 (“TERMINATION DATE”)

THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE FUND’S ISSUER TENDER OFFER STATEMENT AND IN THE LETTER OF TRANSMITTAL.

January 22, 2024

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

We are enclosing herewith the material listed below relating to the offer of Morgan Stanley China A Share Fund, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company (the “Fund”), to purchase up to 20% of the Fund’s outstanding shares of common stock, par value $0.01 per share (the “Shares”), upon the terms and conditions set forth in its Issuer Tender Offer Statement dated January 22, 2024 and in the related Letter of Transmittal (which together constitute the “Offer”). The price to be paid for the Shares is an amount per Share, net to the seller in cash, equal to 98.5% of the net asset value per Share as determined by the Fund at the close of regular trading on the New York Stock Exchange on February 21, 2024, or the business day following such later date to which the Offer is extended.

We are asking you to contact your clients for whom you hold Shares registered in your name (or in the name of your nominee) or who hold Shares registered in their own names. Please bring the Offer to their attention as promptly as possible. No fees or commission will be payable to the Fund in connection with the Offer. However, brokers, dealers or other persons may charge Stockholders a fee for soliciting tenders for Shares pursuant to the Offer. The Fund will also, upon request, reimburse you for reasonable and customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all transfer taxes on its purchase of Shares, subject to Instruction 6, “Stock Transfer Taxes,” of the Letter of Transmittal. However, backup withholding at a 24% rate may be required unless either an exemption is proved or the required taxpayer identification information and certifications are provided. See Section 8, “Federal Income Tax Consequences of the Offer,” of the Issuer Tender Offer Statement and Instruction 11, “Backup Withholding,” of the Letter of Transmittal.

For your information and for forwarding to your clients, we are enclosing the following documents:

1. A letter to Stockholders of the Fund from John H. Gernon, President and Principal Executive Officer of the Fund;

2. The Issuer Tender Offer Statement dated January 22, 2024;

3. The Letter of Transmittal for your use and to be provided to your clients;

4. Form of letter to clients that may be sent to your clients for whose accounts you hold Shares registered in your name (or in the name of your nominee); and

5. Return envelope addressed to Computershare (the “Depositary”).

The Offer is not being made to, nor will the Fund accept tenders from, holders of Shares in any State or other jurisdiction in which the Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction.

As described in the Fund’s Issuer Tender Offer Statement under Section 3, “Procedure for Tendering Shares,” tenders may be made without the concurrent deposit of stock certificates if (1) such tenders are made by or through a broker or dealer that is a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority or a commercial bank or trust company having an office, branch, or agency in the United States; and (2) certificates for Shares (or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at a Book-Entry Transfer Facility (as defined in the Letter of Transmittal)), together with a properly completed and duly executed Letter of Transmittal, and any other documents required by the Letter of Transmittal, are received by the Depositary within two business days after the Termination Date.

Neither the Fund nor its Board of Directors makes any recommendation to any Stockholder as to whether to tender any Shares.

For additional information or copies of the enclosed material, please contact Georgeson LLC (the “Information Agent”) at 888-355-3492 between 9:00 a.m. and 11:00 p.m. New York time, Monday through Friday, or between 12:00 p.m. and 6:00 p.m. New York time, Saturday,

Very truly yours,

John H. Gernon
President and Principal Executive Officer

MORGAN STANLEY CHINA A SHARE FUND, INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF MORGAN STANLEY CHINA A SHARE FUND, INC., THE INFORMATION AGENT, OR THE DEPOSITARY OR AUTHORIZES YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY MATERIAL ON THEIR BEHALF WITH RESPECT TO THE OFFER, OTHER THAN THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIAL.

Exhibit 12.(a)(1)(iv)

Offer by

MORGAN STANLEY CHINA A SHARE FUND, INC.

To Purchase for Cash
up to 20% of the Fund’s Outstanding Shares of
Common Stock

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,
NEW YORK TIME, ON FEBRUARY 20, 2024 (“TERMINATION DATE”)

THIS OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED, BUT IS SUBJECT TO OTHER CONDITIONS AS OUTLINED IN THE ISSUER TENDER OFFER STATEMENT AND IN THE LETTER OF TRANSMITTAL.

January 22, 2024

To Our Clients:

Enclosed for your consideration is the Issuer Tender Offer Statement, dated January 22, 2024, of Morgan Stanley China A Share Fund, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company (the “Fund”), and a related Letter of Transmittal (which together constitute the “Offer”), pursuant to which the Fund is offering to purchase up to 20% of the Fund’s outstanding shares of common stock, par value $0.01 per share (the “Shares”), upon the terms and conditions set forth in the Offer.

The Issuer Tender Offer Statement and the Letter of Transmittal are being forwarded to you for your information only and cannot be used by you to tender Shares held by us for your account. We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and only pursuant to your instructions.

Your attention is called to the following:

(1) The purchase price to be paid for the Shares is an amount per Share, net to the seller in cash, equal to 98.5% of the net asset value per Share as determined by the Fund at the close of regular trading on the New York Stock Exchange on February 21, 2024, or the business day following such later date to which the Offer is extended. The current net asset value of the Fund is calculated daily and may be obtained by calling Georgeson LLC, the Fund’s Information Agent, toll free at 888-355-3492 or by calling the Fund toll free at 800-231-2608.

(2) The Offer is not conditioned upon any minimum number of Shares being tendered.

(3) Upon the terms and subject to the conditions of the Offer, the Fund will purchase all Shares validly tendered on or prior to 11:59 p.m., New York time, on February 20, 2024, or such later date to which the Offer is extended (the “Termination Date”).

(4) No fees or commission will be payable to the Fund in connection with the tender offer. However, tendering Stockholders may be obligated to pay brokerage commissions or, subject to Instruction 6, “Stock Transfer Taxes,” of the Letter of Transmittal, stock transfer taxes on the purchase of Shares by the Fund pursuant to the Offer.

(5) Your instructions to us should be forwarded in ample time before the Termination Date to permit us to submit a tender on your behalf.

An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED AS PROMPTLY AS POSSIBLE IN ORDER TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER.

The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with applicable law.

Neither the Fund nor its Board of Directors is making any recommendation to any Stockholder whether to tender or refrain from tendering Shares in the Offer. Each Stockholder is urged to read and evaluate the Offer and accompanying materials carefully.

INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter, and the enclosed Offer, dated January 22, 2024, relating to the offer by the Fund to purchase up to 20% of the Fund’s outstanding Shares.

This will instruct you to tender to the Fund the number of Shares indicated below (which are held by you for the account of the undersigned), upon the terms and subject to the conditions set forth in the Offer that you have furnished to the undersigned.

AGGREGATE NUMBER OF SHARES TO BE TENDERED:

__________ Shares

ENTER NUMBER OF SHARES TO BE TENDERED.

Exhibit 12.(a)(1)(v)

Morgan Stanley China A Share Fund, Inc.

c/o Morgan Stanley Investment Management Inc.
1585 Broadway
New York, New York 10036

Dear Stockholder:

At a meeting held on December 5-6, 2023 the Board of Directors of Morgan Stanley China A Share Fund, Inc. (the “Fund”), voted in favor of a proposal to conduct a tender offer for shares of the Fund’s common stock (“Shares”). Accordingly, the Fund is hereby commencing an offer to purchase up to 20% of the Fund’s outstanding Shares. The offer is for cash at a price equal to 98.5% of the Fund’s net asset value per Share (“NAV”) as of the close of regular trading on the New York Stock Exchange (“NYSE”) on February 21, 2024, or the business day following such later date to which the Offer is extended, upon the terms and conditions set forth in the enclosed Issuer Tender Offer Statement and the related Letter of Transmittal (which together constitute the “Offer”).

The Offer is intended to provide tendering Stockholders with a monetary benefit to the extent that the tender price is above the trading price of the Fund’s Shares. The deadline for participating in the Offer is 11:59 p.m., New York time, February 20, 2024, or such later date to which the Offer is extended (the “Termination Date”). The pricing date for the Offer is the close of regular trading on the NYSE on February 21, 2024, unless the Offer is extended (the “Pricing Date”). Should the Offer be extended, the Pricing Date will be at the close of regular trading on the NYSE on the business day following the Termination Date, as extended. Stockholders who choose to participate in the Offer can expect to receive payment for Shares tendered and accepted on or about February 22, 2024, unless the Offer is extended (the “Payment Date”).

If, after carefully evaluating all information set forth in the Offer, you wish to tender Shares pursuant to the Offer, please either follow the instructions contained in the Offer or, if your Shares are held of record in the name of a broker, dealer, commercial bank, trust company or other nominee, contact such firm to effect the tender for you. Stockholders are urged to consult their own investment and tax advisers and make their own decisions whether to tender any Shares.

As of January 4, 2024, the Fund’s NAV was $14.50 per Share and 21,710,878 Shares were issued and outstanding. The Fund’s NAV during the pendency of this Offer may be obtained by contacting Georgeson LLC, the Fund’s Information Agent, toll free at 888-355-3492, between 9:00 a.m. and 11:00 p.m. New York time, Monday through Friday, or between 12:00 p.m. and 6:00 p.m. New York time, Saturday,

Neither the Fund nor its Board of Directors (the “Board”) is making any recommendation to any Stockholder whether to tender or refrain from tendering Shares in the Offer. The Fund and the Board urge each Stockholder to read and evaluate the Offer and related materials carefully and make his or her own decision. Questions, requests for assistance and requests for additional copies of this Offer and related material should be directed to Georgeson LLC, the Fund’s Information Agent, at 888-355-3492, between 9:00 a.m. and 11:00 p.m. New York time, Monday through Friday, or between 12:00 p.m. and 6:00 p.m. New York time, Saturday,

Very truly yours,

John H. Gernon
President and Principal Executive Officer

January 22, 2024

Exhibit 12.(a)(5)

Morgan Stanley China A Share Fund, Inc.
Announces Tender Offer
(For Immediate Release)

NEW YORK, December 7, 2023 – Morgan Stanley China A Share Fund, Inc. (NYSE: CAF) (the “Fund”) announced today that its Board of Directors has approved a tender offer to acquire in exchange for cash up to 20 percent of the Fund’s outstanding shares at a price equal to 98.5 percent of the Fund’s net asset value per share (“NAV”) (net of expenses related to the tender offer) as of the close of regular trading on the New York Stock Exchange (“NYSE”) on the business day immediately following the day the offer expires (a “Tender Offer”). The Tender Offer will commence on January 22, 2024 and will terminate on February 20, 2024, unless extended. If the Fund’s shares are trading at a premium to NAV on January 22, 2024, no Tender Offer will be conducted. Additional terms and conditions of the Tender Offer will be set forth in its offering materials, which will be distributed to the Fund’s stockholders.

If more than 20 percent of the Fund’s outstanding shares are tendered, the Fund will purchase its shares from tendering stockholders on a pro rata basis, based on the number of tendered shares, at a price equal to 98.5 percent of the fund’s NAV (net of expenses related to the Tender Offer).

The Fund continues to maintain a share repurchase program (the “Program”) for purposes of enhancing stockholder value by providing the ability to repurchase shares at a discount to NAV. Since commencing share repurchases under the Program on June 23, 2023, the Fund has repurchased 0.38% of its outstanding shares. The Board of Directors regularly monitors the Program as part of its review and consideration of the Fund's premium/discount history. The Fund may only repurchase its outstanding shares at such time and in such amounts as it believes will further the accomplishment of the foregoing objectives of the Program, subject to review by the Board of Directors and the Fund’s ability to repatriate capital gains and income out of China. Upon commencement of the Tender Offer, the Fund expects to temporarily suspend any purchases of shares in the open market pursuant to the Program until at least 10 business days after the termination of the Tender Offer, as required by the Securities Exchange Act of 1934, as amended.

The Fund is a non-diversified, closed-end management investment company that seeks capital growth by investing, under normal circumstances, at least 80% of its assets in A-shares of Chinese companies listed on the Shanghai and Shenzhen Stock Exchanges. The Fund’s shares are listed on the NYSE under the symbol “CAF.”

Morgan Stanley Investment Management, together with its investment advisory affiliates, has more than 1,300 investment professionals around the world and $1.4 trillion in assets under management or supervision as of September 30, 2023. MSIM strives to provide outstanding long-term investment performance, service and a comprehensive suite of investment management solutions to a diverse client base, which includes governments, institutions, corporations and individuals worldwide.

Morgan Stanley (NYSE: MS) is a leading global financial services firm providing a wide range of investment banking, securities, wealth management and investment management services. With offices in 42 countries, the Firm’s employees serve clients worldwide including corporations, governments, institutions and individuals. For further information about Morgan Stanley, please visit www.morganstanley.com.

The Fund has not commenced the Tender Offer described in this release. The Tender Offer will only be made pursuant to a tender offer statement on Schedule TO containing an offer to purchase, a related letter of transmittal and other documents filed with the SEC as exhibits to the tender offer statement on Schedule TO (collectively, the “Tender Offer Materials”), with all such documents made available on the SEC’s website at www.sec.gov. The Fund will also make available to shareholders without charge the offer to purchase, the letter of transmittal and other necessary documents related to the Tender Offer. Shareholders should read any Tender Offer Materials carefully and in their entirety when and if they become available, as well as any amendments or supplements thereto, as they would contain important information about the Tender Offer.

# # #

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.

Investing involves risk and it is possible to lose money on any investment in the Fund.

Exhibit 107

Calculation of Filing Fee Table

Schedule TO-I

(Form Type)

Morgan Stanley China A Share Fund, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Transaction Valuation

	Transaction Valuation	Fee rate	Amount of Filing Fee
Fees to Be Paid	$62,017,129⁽¹⁾	0.01476%	$9,154⁽²⁾
Fees Previously Paid			—
Total Transaction Valuation	$62,017,129⁽¹⁾
Total Fees Due for Filing			$9,154⁽²⁾
Total Fees Previously Paid			—
Total Fee Offsets
Net Fee Due			$9,154⁽²⁾

⁽¹⁾ Calculated as the aggregate maximum purchase price based upon the net asset value per share as of January 4, 2024 of $14.50 and the offer to purchase up to 4,342,176 shares.

⁽²⁾ Calculated at $147.60 per $1,000,000 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2024.

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