GREATER CHINA FUND INC, DEF 14A, 1996-03-20

GREATER CHINA FUND INC
DEF 14A, 1996-03-20

Previous: DIAL CORP /DE/, DEF 14A, 1996-03-20

Next: GREEN TREE FINANCIAL CORP, 8-K, 1996-03-20

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission only (as permitted
by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

The Greater China Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box) :
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3 Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

- --------------------------------------------------------------------------------

<PAGE>

THE GREATER CHINA FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019

March 20, 1996

To the Stockholders:

The Annual Meeting of Stockholders of The Greater China Fund, Inc. (the
"Fund") is to be held at 9:30 A.M. on April 29, 1996, at the offices of Mitchell
Hutchins Asset Management Inc., 1285 Avenue of the Americas, New York, New York
10019. Stockholders who are unable to attend this meeting are strongly
encouraged to vote by proxy, which is customary in corporate meetings of this
kind. A Proxy Statement regarding the meeting, a proxy card so your vote can be
cast at the meeting and a postage prepaid envelope in which to return your proxy
card are enclosed.

At the Annual Meeting, the stockholders will elect certain of the Fund's
Directors whose terms expire in 1996 and consider the ratification of the
selection of Price Waterhouse LLP as independent accountants. There will be an
opportunity to discuss matters of interest to you as a stockholder.

Your Fund's Directors recommend that the stockholders vote in favor of each
of the foregoing matters.

Respectfully,

/s/ Jonathan J.K. Taylor /s/ Richard B. Bradley
------------------------ ----------------------
JONATHAN J.K. TAYLOR RICHARD B. BRADLEY
President Chairman of the Board

STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
<PAGE>
THE GREATER CHINA FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of
THE GREATER CHINA FUND, INC.:

Please take notice that the Annual Meeting of the Stockholders of The
Greater China Fund, Inc. (the "Fund") has been called to be held at the offices
of Mitchell Hutchins Asset Management Inc., 1285 Avenue of the Americas, New
York, New York 10019 on April 29, 1996 at 9:30 A.M. for the following purposes:

(1) To elect two Class II directors to serve for a term expiring on the
date of the annual meeting of stockholders in 1999 or until their respective
successors shall have been duly elected and qualified.

(2) To ratify the action taken by the Board of Directors in selecting
Price Waterhouse LLP as independent accountants for the fiscal year ending
December 31, 1996.

(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.

Holders of record of the shares of common stock of the Fund at the close of
business on March 15, 1996 are entitled to vote at the meeting or any
adjournments thereof.

By order of the Board of Directors,

/s/ Michael D. Clegg
--------------------
MICHAEL D. CLEGG,
Secretary

March 20, 1996

IMPORTANT--WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN
IT IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS
INTENDED FOR YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD
MAY SAVE THE FUND THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO
ENSURE A QUORUM AT THE ANNUAL MEETING. IF YOU CAN ATTEND THE MEETING AND
WISH TO VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
<PAGE>
---------------------
PROXY STATEMENT
---------------------

GENERAL

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Greater China Fund, Inc. (the "Fund")
for use at the Annual Meeting of Stockholders, to be held at the offices of
Mitchell Hutchins Asset Management Inc., 1285 Avenue of the Americas, New York,
New York 10019 on April 29, 1996, at 9:30A.M., and at any adjournments thereof.

This Proxy Statement, the Notice of Annual Meeting and the proxy card are
first being mailed to stockholders on or about March 20, 1996. All properly
executed proxies received in time for the meeting will be voted as specified in
the proxy or, if no specification is made, for each proposal referred to in the
Proxy Statement. Any stockholder giving a proxy has the power to revoke it by
mail (addressed to Michael D. Clegg, Secretary to the Fund, c/o Mitchell
Hutchins Asset Management Inc., 1285 Avenue of the Americas, New York, New York
10019) or in person at the meeting, by executing a superseding proxy or by
submitting a notice of revocation to the Fund.

Holders of record of the common stock of the Fund at the close of business
on March 15, 1996, will be entitled to one vote per share on all business of the
meeting and any adjournments. There were 9,589,377 shares of common stock
outstanding on the record date. Abstentions and "broker non-votes" (as defined
below) are counted for purposes of determining whether a quorum is present, but
do not represent votes cast with respect to any proposal. "Broker non-votes" are
shares held by a broker or nominee for which an executed proxy is received by
the Fund, but are not voted as to one or more proposals because instructions
have not been received from the beneficial owners or persons entitled to vote
and the broker or nominee does not have discretionary voting power.

(1) ELECTION OF DIRECTORS

The Fund's Board of Directors has been divided into three classes, the term
of one of which expires each year. The terms of Messrs. Richard B. Bradley and
Don G. Hoff, constituting Class II Directors, expire at the 1996 Annual Meeting
of Stockholders.

Persons named in the accompanying form of proxy intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the two
nominees listed below as Directors of the Fund to serve as Class II Directors of
the Fund for a term expiring on the date of the 1999 Annual Meeting of
Stockholders, or until their successors are duly elected and qualified. All
nominees have consented to stand for election and to serve if elected. If any
such nominee should be unable to serve, an event not now anticipated, the
proxies will be voted for such person, if any, as shall be designated by the
Board of Directors to replace any such nominee. YOUR FUND'S DIRECTORS RECOMMEND
THAT THE STOCKHOLDERS VOTE IN FAVOR OF THE ELECTION OF THE NOMINEES LISTED
BELOW.

CLASS II
Richard B. Bradley
Don G. Hoff
<PAGE>
INFORMATION CONCERNING NOMINEES AND MEMBERS OF THE BOARD OF DIRECTORS

The following table sets forth certain information concerning each of the
Directors and nominees for Director of the Fund. Each of the nominees is now a
Director of the Fund. Unless otherwise noted, each of the nominees has engaged
in the principal occupation listed in the following table for more than five
years, but not necessarily in the same capacity.

<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
PRESENT OFFICE WITH THE FUND; YEAR FIRST OWNED ON
PRINCIPAL OCCUPATION OR BECAME A DECEMBER 31, PERCENT
NAME (AGE) EMPLOYMENT AND DIRECTORSHIPS DIRECTOR 1995(1) OF CLASS
----------- -------------------------------- ---------- ------------ --------
<S> <C> <C> <C> <C>
Edward Y. Baker (61).... Director; President, Chief 1992 1,000 (2)
Executive Officer, HOOPP
Investment Management Limited;
Director, Canada Life of
America Series Fund, Inc.;
Canadian Pencrown Resources
Inc.; previously Senior Vice-
President, Investment, and
Chief Investment Officer of
Ontario Hospital Association.

Richard B. Bradley (58).. Chairman and Director; Chairman 1992 -- --
of Kroll Associates UK
Limited; Director of Mohaiyani
Securities SDN BHD; Director
of The Abtrust Emerging Asia
Investment Trust Limited;
previously Group Managing
Director of Asia Equity
Holdings.

John A. Bult (59)*...... Director; Chairman of 1992 1,333 (2)
PaineWebber International
Inc.; Director of PaineWebber
Group Inc.; The Germany Fund,
Inc.; The New Germany Fund,
Inc.; The Central European
Equity Fund, Inc.; The France
Growth Fund, Inc.; The
Brazilian Equity Fund,
Inc.

Richard Graham (37)*.... Director; Chief Representative 1993 -- --
of ING Barings Group in China;
Chairman of the British
Chamber of Commerce in
Shanghai; Director of Children
First International H.K. Ltd.;
Director of Graham Montrose
Co. Ltd.; previously British
Trade Commissioner, China and
H.M. Consul Macao.

(table continued on next page)
</TABLE>

2
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>

SHARES
BENEFICIALLY
PRESENT OFFICE WITH THE FUND; YEAR FIRST OWNED ON
PRINCIPAL OCCUPATION OR BECAME A DECEMBER 31, PERCENT
NAME (AGE) EMPLOYMENT AND DIRECTORSHIPS DIRECTOR 1995(1) OF CLASS
----------- -------------------------------- ---------- ------------ --------
<S> <C> <C> <C> <C>
John A. Hawkins (53).... Director; Executive Vice 1992 -- --
President and Executive
Committee Member of The Bank
of Bermuda Limited; Director
of Bermuda Far East Properties
Limited; Bermuda Trust (Far
East) Limited; MIL (Far East)
Limited; Bermuda Trust (Cook
Islands) Limited; Bermuda
Trust (International) Limited;
Bermuda Trust (Hong Kong)
Limited; Casana Nominees
Limited; Somers Nominees (Far
East) Limited; Universal
Corporate Services Limited;
Bermuda Trust (Mauritius)
Limited; Bermuda Trust
(Western Samoa) Limited; MIL
Properties (Cook Islands)
Limited; Bermuda Asia Pacific
Holdings Limited; Bermuda
Trust (South Pacific) Limited;
Bermuda Trust (New Zealand)
Limited; Bermuda Trust
Holdings (South Pacific)
Limited; Somers Services
Limited; Somers Nominees
Limited; Somers Administration
Limited; Somers Secretarial
Limited; Bermuda Trust
(Singapore) Limited; Banco
Nominees, Ltd.; MIL Corporate
Services (Singapore) Ltd.;
S.R. Investment(L) Limited; SR
Global Fund Inc.; The Ki Asia
Pacific Fund Limited.

Don G. Hoff (60)........ Director; Chairman and Chief 1992 295 (2)
Executive Officer of Intertec
Inc. and EHS, Inc.; Director
of Prudential Global Fund;
Prudential Short-Term Global
Income Fund; Prudential
Pacific Growth Fund; The Asia
Pacific Fund, Inc.; Trustee of
Prudential

(table continued on next page)
</TABLE>

3
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>

Tak Lung Tsim (49)...... Director; Fellow of Shaw 1992 -- --
College, the Chinese University
of Hong Kong; Trustee of Yale
China Association; Member of
Li Po Chun United World
College of Hong Kong;
Principal, T.L. Tsim &
Associates Ltd..
All Directors and
Officers as a group... 4,628 (2)
</TABLE>

- ------------

* Directors considered by the Fund and its counsel to be "interested persons"
(which as used in this proxy statement is as defined in the Investment
Company Act of 1940, as amended (the "1940 Act")) of the Fund or of the
Fund's investment manager. Messrs. Graham and Taylor are deemed to be
interested persons because of their affiliation with the Fund's investment
manager, Baring International Investment (Far East) Limited, 19/F Edinburgh
Tower, 15 Queen's Road Central, Hong Kong, or affiliates thereof, or because
they are officers of the Fund or both. Mr. Bult is deemed to be an
interested person because of his affiliation with affiliates of PaineWebber
Incorporated, the lead manager of the underwriting syndicate in connection
with the initial public offering of the Fund's shares.

(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors. Unless otherwise noted, beneficial ownership
is based on sole voting and investment power.

(2) Represents less than 1% of the Fund's outstanding common stock.

-------------------

To the best of the Fund's knowledge, as of March 15, 1996 no person owned
beneficially more than 5% of the Fund's outstanding common stock.

4
<PAGE>
COMMITTEES OF THE BOARD--BOARD MEETINGS

The Board of Directors of the Fund has an Executive Committee and an Audit
Committee. The Board does not have a Nominating Committee.

The Board of Directors of the Fund met five times during the fiscal period
ended December 31, 1995. During such period each Director attended at least 75%
of the meetings of the Board of Directors and the committees of the Board on
which they served with the exception of Mr. Bult. Mr. Bult attended three of the
five meetings of the Board of Directors.

EXECUTIVE COMMITTEE

The Board has an Executive Committee consisting of Messrs. Baker, Bradley
and Taylor. The Executive Committee did not meet during the fiscal period ended
December 31, 1995.

AUDIT COMMITTEE

The Board has an Audit Committee consisting of Messrs. Baker, Hawkins, Hoff
and Tsim, each of whom is not an interested person of the Fund or of Baring
International Investment (Far East) Limited (a "Noninterested Director"). The
Audit Committee met three times during the fiscal period ended December 31,
1995. The Audit Committee reviews with management and the independent
accountants for the Fund, among other things, the scope of the audit and the
controls of the Fund and its agents, reviews and approve in advance the type of
services to be rendered by independent accountants, recommends the selection of
independent accountants for the Fund to the Board and in general considers and
reports to the Board on matters regarding the Fund's accounting and bookkeeping
practices.

5
<PAGE>
EXECUTIVE OFFICERS

In addition to Mr. Taylor, a Director who is also the President of the Fund,
the following people are executive officers of the Fund:

<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND;
IF ANY PRINCIPAL OCCUPATION OR YEAR FIRST
EMPLOYMENT AND DIRECTORSHIPS BECAME AN
NAME (AGE) IN PUBLICLY HELD COMPANIES OFFICER(*)
---------- ------------------------------ ----------
<S> <C> <C>

Michael D. Clegg (42).......... Secretary; Director of Baring International 1992
Investment (Far East) Limited; Baring
International Investment Management (HK)
Holdings Limited; Baring Pacific Investments
Limited; Trophon Limited; China Investment
Fund (BVI) Limited; previously Assistant
Director of Barings plc.

Thomas Walker (36)............. Vice President; Director of the Institutional 1994
Group, Baring Asset Management (Asia) Limited;
previously assistant director of Edinburgh
Fund Managers PLC.

Julian F. Sluyters (35)........ Vice President; Senior Vice President of 1994
Mitchell Hutchins Asset Management Inc.; Vice
President/Treasurer to the investment
companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser;
previously an Audit Senior Manager with Ernst
& Young.

C. William Maher (35).......... Treasurer and Assistant Secretary; First Vice 1992
President of Mitchell Hutchins Asset
Management Inc.; Treasurer/Assistant Treasurer
to the investment companies for which
PaineWebber serves as investment adviser and
other investment companies for which Mitchell
Hutchins serves as administrator.
</TABLE>

- ------------

(*) The President, Treasurer and Secretary each holds office until his or her
successor has been duly elected and qualified and all other officers hold
office at the pleasure of the Directors.

TRANSACTIONS WITH AND COMPENSATION OF DIRECTORS AND OFFICERS

The officers of the Fund receive no compensation from the Fund. The
Directors of the Fund who are "interested persons" of the Fund or of the Fund's
investment manager, Baring International Investment (Far East) Limited, receive
no compensation from the Fund. The following table provides

6
<PAGE>
information regarding the compensation paid by the Fund to the Fund's
Noninterested Directors for the fiscal year ended December 31, 1995:

<TABLE>
<CAPTION>
PENSION OR TOTAL
RETIREMENT COMPENSATION FROM
AGGREGATE BENEFITS ACCRUED ESTIMATED FUND AND FUND
COMPENSATION AS PART OF FUND ANNUAL BENEFITS COMPLEX PAID TO
NAME OF DIRECTOR FROM FUND EXPENSES UPON RETIREMENT DIRECTORS
----------------- ------------ ---------------- --------------- -----------------
<S> <C> <C> <C> <C>
Edward Y. Baker................... $ 17,000 -- -- $17,000
Richard B. Bradley................ $ 17,000 -- -- $17,000
John A. Hawkins................... $ 17,000 -- -- $17,000
Don G. Hoff....................... $ 17,000 -- -- $30,625
T.L. Tsim......................... $ 15,000 -- -- $15,000
</TABLE>

The Directors of the Fund do not receive any pension or retirement benefits
from the Fund. Each Noninterested Director currently receives fees, paid by the
Fund, of up to $2,000 per Directors' meeting attended and an annual Director's
fee of $8,000.

The Fund's investment manager supervises the Fund's investments, pays the
compensation and certain expenses of its personnel who serve as Directors and
officers of the Fund, and receives a management fee for its services. Several of
the Fund's officers and Directors are also officers, directors, employees or
stockholders of the Fund's investment manager or its affiliates.

Section 16(a) of the Securities Exchange Act of 1934 as applied to the Fund
requires the Fund's officers and Directors, persons who beneficially own more
than ten percent of a registered class of the Fund's own equity securities ("ten
percent stockholders"), and certain other persons to file reports of ownership
of the Fund's securities and changes in such ownership with the Securities and
Exchange Commission (the "SEC") and the New York Stock Exchange. Based solely
upon its review of the copies of such forms furnished to it, and written
representations from certain reporting persons that no Forms 5 were required for
those persons, all filings applicable to the Fund's officers, Directors and ten
percent stockholders were made on a timely basis.

REQUIRED VOTE

Election of each of the listed nominees for Director requires the
affirmative vote of a plurality of the votes cast at the meeting in person or by
proxy. YOUR FUND'S DIRECTORS RECOMMEND THAT STOCKHOLDERS VOTE IN FAVOR OF EACH
OF THE TWO DIRECTOR NOMINEES.

(2) RATIFICATION OF THE SELECTION
OF INDEPENDENT ACCOUNTANTS

At a meeting held February 28, 1996, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected Price Waterhouse
LLP to act as independent accountants for the Fund for the fiscal year ending
December 31, 1996. Price Waterhouse LLP has advised the Fund that it has no
direct or material indirect financial interest in the Fund. One or more
representatives of Price Waterhouse LPP is expected to be present at the meeting
and will have an opportunity to make a statement if they so desire. Such
representatives are expected to be available to respond to appropriate questions
posed by stockholders or management.

7
<PAGE>
The Fund's financial statements for the fiscal period ended December 31,
1995 were audited by Price Waterhouse LLP. In connection with its audit
services, Price Waterhouse LLP reviewed the financial statements included in the
Fund's annual report to stockholders and its filings with the Securities and
Exchange Commission.

REQUIRED VOTE

This selection of independent accountants is subject to the ratification or
rejection by a majority of the Fund's outstanding voting securities. YOUR FUND'S
DIRECTORS RECOMMEND THAT STOCKHOLDERS RATIFY THE SELECTION OF PRICE WATERHOUSE
LLP AS INDEPENDENT ACCOUNTANTS.

(3) OTHER MATTERS

The Board of Directors knows of no business to be brought before the meeting
other than as set forth above. If, however, any other matters properly come
before the meeting, it is the intention of the persons named in the enclosed
proxy form to vote such proxies on such matters in accordance with their best
judgment.

MISCELLANEOUS

Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of Mitchell Hutchins
Asset Management Inc., the Fund's Administrator, or PNC Bank, National
Association, the Fund's Transfer Agent. The expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's officers or personnel of the Administrator or the Transfer Agent
in person, by telephone or by telegraph will be borne by the Fund. In addition,
the Fund has retained Shareholder Communications Corporation to aid in the
solicitation of proxies, for whose services the Fund will pay an estimated fee
of $7,500, inclusive of reasonable out-of-pocket expenses. The Fund will
reimburse banks, brokers, and other persons holding the Fund's shares registered
in their names or in the names of their nominees, for their expenses incurred in
sending proxy material to and obtaining proxies from the beneficial owners of
such shares.

THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1995 TO ANY SHAREHOLDER UPON REQUEST. Requests
should be directed to the Fund's Transfer Agent, PNC Bank, National Association,
400 Bellevue Parkway, Wilmington, Delaware 19809, toll-free telephone number
(800) 852-4750.

In the event that sufficient votes in favor of any proposal set forth in the
Notice of this meeting are not received by April 29, 1996, the persons named as
attorneys in the enclosed proxy may propose one or more adjournments of the
meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the meeting to be adjourned. The persons
named as attorneys in the enclosed proxy will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal for which
further solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.

8
<PAGE>
STOCKHOLDER PROPOSALS

Any proposal by a stockholder of the Fund intended to be presented at the
1997 meeting of
stockholders of the Fund must be received by Michael D. Clegg, Secretary of the
Fund, c/o Mitchell Hutchins Asset Management Inc., 1285 Avenue of the Americas,
New York, New York 10019, not later than November 20, 1996.

By order of the Board of Directors,

/s/ Michael D. Clegg
--------------------
MICHAEL D. CLEGG,
Secretary

1285 Avenue of the Americas
New York, New York 10019
March 20, 1996

9
<PAGE>
THE GREATER CHINA FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Brian S. Shlissel and C. William Maher as
Proxies, each with the power to appoint his substitute, and hereby authorizes
either or both to represent and to vote all shares of Common Stock of The
Greater China Fund, Inc. held of record by the undersigned on March 15, 1996, at
the Annual Meeting of Stockholders to be held on April 29, 1996, or any
adjournment thereof, as follows:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL ITEMS AND
SHARES WILL BE SO VOTED UNLESS YOU OTHERWISE INDICATE:

Item 1--Election of / / FOR all nominees / / Withhold for all nominees
Directors

Nominees: R. B. Bradley and D. G. Hoff

- --------------------------------------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through that nominee's name in the list above.

PLEASE MARK SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>

Item 2--Appointment of Accountants / / For / / Against / / Abstain

DATED __________________________, 1996

______________________________________
SIGNATURE

______________________________________
SIGNATURE IF HELD JOINTLY

IF SHARES ARE HELD JOINTLY, EACH
SHAREHOLDER NAMED SHOULD SIGN. IF ONLY
ONE SIGNS, HIS OR HER SIGNATURE WILL BE
BINDING. IF THE SHAREHOLDER IS A
CORPORATION, THE PRESIDENT OR A VICE
PRESIDENT SHOULD SIGN IN HIS OR HER OWN
NAME, INDICATING TITLE. IF THE
SHAREHOLDER IS A PARTNERSHIP, A
PARTNER SHOULD SIGN IN HIS OR HER
OWN NAME, INDICATING THAT HE OR SHE
IS A "PARTNER."

SIGN, DATE AND MAIL YOUR PROXY TODAY