<PAGE>
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] No fee required.
[ ] 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:
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<PAGE>
THE GREATER CHINA FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
March 14, 1997
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 22, 1997, 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 1997 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/ --------------------------- /s/ --------------------------------
DAVID G. P. SCHOLFIELD 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 22, 1997 at 9:30 A.M. for the
following purposes:
(1) To elect three Class III directors to serve for a term expiring on the
date of the annual meeting of stockholders in 2000 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, 1997.
(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 4, 1997 are entitled to vote at the meeting or any
adjournments thereof.
By order of the Board of Directors,
/s/ ------------------------------
PETER C. CAIRNS,
Secretary
March 14, 1997
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 22, 1997, at 9:30 A.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 14, 1997. 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 C. William Maher, Assistant 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 4, 1997, will be entitled to one vote per share on all business of
the meeting and any adjournments. There were 12,593,049 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 Graham,
John A. Hawkins and Tak Lung Tsim, constituting Class III Directors, expire
at the 1997 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
three nominees listed below as Directors of the Fund to serve as Class III
Directors of the Fund for a term expiring on the date of the 2000 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 III
Richard Graham
John A. Hawkins
Tak Lung Tsim
<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
YEAR BENEFICIALLY
PRESENT OFFICE WITH THE FUND; FIRST OWNED ON PERCENT
PRINCIPAL OCCUPATION OR BECAME DECEMBER 31, OF
NAME (AGE) EMPLOYMENT AND DIRECTORSHIPS A DIRECTOR 1996(1) CLASS
- ---------- ------------------------------ ------------ -------------- ---------
<S> <C> <C> <C> <C>
Edward Y. Baker (62) ....... Director; President, Chief Executive 1992 1,000 (2)
Officer, HOOPP Investment Management
Limited; Chief Investment Officer,
Hospitals of Ontario Pension Plan;
Director, Canada Life of America
Series Fund, Inc.; previously Senior
Vice President, Investments and
Chief Investment Officer of the
Ontario Hospital Association.
Richard B. Bradley (59)..... Chairman and Director; Chairman of 1992 -- --
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 (60)* ........ Director; Chairman of PaineWebber 1992 1,678 (2)
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.
Richard Graham (38)* ...... Director; Chief Representative of 1993 -- --
ING Barings Group in China; Director
(Institutional Group) Baring Asset
Management; Chairman of the British
Chamber of Commerce in Shanghai;
Director ING Barings Securities
(Hong Kong) Limited; previously
British Trade Commissioner, China
and H.M. Consul Macao.
</TABLE>
(table continued on next page)
2
<PAGE>
<TABLE>
<CAPTION>
SHARES
YEAR BENEFICIALLY
PRESENT OFFICE WITH THE FUND; FIRST OWNED ON PERCENT
PRINCIPAL OCCUPATION OR BECAME DECEMBER 31, OF
NAME (AGE) EMPLOYMENT AND DIRECTORSHIPS A DIRECTOR 1996(1) CLASS
- ---------- -------------------------------- ------------ -------------- ---------
<S> <C> <C> <C> <C>
John A. Hawkins (54) ....... Director; Executive Vice President 1992 -- --
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; MIL Corporate
Services (Singapore) Ltd.; S.R.
Investment(L) Limited; SR Global
Fund Inc.; Le Masurier, James &
Chinn Limited; SR Fund Marketing
Limited; The New China Hong Kong Roc
Fund Limited; Integral Bond
Arbitrage Fund Limited; Integral
Select Funds Limited; Ermitage Selz
Fund Limited; LIM Global Funds.
</TABLE>
(table continued on next page)
3
<PAGE>
<TABLE>
<CAPTION>
SHARES
YEAR BENEFICIALLY
PRESENT OFFICE WITH THE FUND; FIRST OWNED ON PERCENT
PRINCIPAL OCCUPATION OR BECAME DECEMBER 31, OF
NAME (AGE) EMPLOYMENT AND DIRECTORSHIPS A DIRECTOR 1996(1) CLASS
- ---------- ------------------------------ ------------ -------------- ---------
<S> <C> <C> <C> <C>
Don G. Hoff (61)............ 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;
Trustee of Prudential U.S.
Government Fund; Chairman and
Director of The Asia Pacific Fund,
Inc.
Jonathan J.K. Taylor (53)... Director; Director of Onyx Country 1992 2,000 (2)
Estates Limited; Onyx Town Estates
Limited; previously Director of
Baring Asset Management Limited and
Baring Asset Management (Holdings)
Limited.
Tak Lung Tsim (50).......... Director; Principal, T.L. Tsim & 1992 1,000 --
Associates Ltd.; Fellow of Shaw
College, the Chinese University of
Hong Kong; Trustee of Yale China
Association; Member of Li Po Chun
United World College of Hong Kong;
Director of Playmates Toys Holdings
Limited; Director of Prestige
Properties Holdings Limited.
All Directors and
Officers as a group ........ 5,973 (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. Mr. Graham is deemed to be
an interested person due to his 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. 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.
-----------------
4
<PAGE>
To the best of the Fund's knowledge, as of March 4, 1997 no person owned
beneficially more than 5% of the Fund's outstanding common stock.
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 three times during the fiscal
period ended December 31, 1996. 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.
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, 1996.
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, 1996. 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 approves 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.
EXECUTIVE OFFICERS
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
NAME (AGE) IN PUBLICLY HELD COMPANIES AN OFFICER(*)
- ---------- -------------------------------- -------------
<S> <C> <C>
David G. P. Scholfield (53).... President; Chairman, Baring Mutual Fund 1992
Management S.A.; Director and President, Asia
Pacific Fund Inc.; Director, International Fund
Managers UK Limited; Baring Asset Management
(C.I.) Limited; European and Asian Fund
Management S.A.; The Baring Chrysalis Fund
Limited; The Baring Peacock Fund Limited; The
Baring Taiwan Fund Limited; World Value Fund
SICAF and Divisional Director, Baring
International Investment Management Limited.
Previously, Director, The Greater China Fund
Inc.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE FUND;
IF ANY, PRINCIPAL OCCUPATION OR YEAR FIRST
EMPLOYMENT AND DIRECTORSHIPS BECAME
NAME (AGE) IN PUBLICLY HELD COMPANIES AN OFFICER(*)
- ---------- ---------------------------- -------------
<S> <C> <C>
Henry Ho (40) ............... Vice President; Director of Institutional Group 1996
of Baring International Investment (Far East)
Limited; Director of Institutional Group of
Baring Asset Management (Asia) Limited.
Peter C. Cairns (35) ........ Secretary; Director of Baring Asset Management 1996
(Asia) Limited; Baring International Fund
Managers Limited; Baring International
Investment (Far East) Limited; Baring
(Guernsey) Limited.
Julian F. Sluyters (36) .... 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 (36) ....... 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
information regarding the compensation paid by the Fund for the fiscal year
ended December 31, 1996 to the persons who were Noninterested Directors
during such period:
<TABLE>
<CAPTION>
PENSION OR RETIREMENT ESTIMATED TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED ANNUAL BENEFITS FROM FUND AND
COMPENSATION AS PART OF UPON FUND COMPLEX PAID
NAME OF DIRECTOR FROM FUND FUND EXPENSES RETIREMENT TO DIRECTORS
- ------------------- -------------- --------------------- --------------- ------------------
<S> <C> <C> <C> <C>
Edward Y. Baker ... $14,000 -- -- $14,000
Richard B. Bradley $14,000 -- -- $14,000
John A. Hawkins ... $14,000 -- -- $14,000
Don G. Hoff ........ $12,000 -- -- $27,500
T.L. Tsim .......... $14,000 -- -- $14,000
</TABLE>
The Directors of the Fund do not receive any pension or retirement
benefits from the Fund. Through December 31, 1996, each Noninterested
Director received fees, paid by the Fund, of up to $2,000 per
6
<PAGE>
Directors' meeting attended and an annual Director's fee of $8,000. Effective
January 1, 1997, each Noninterested Director receives fees, paid by the Fund,
of up to $2,000 per Directors' meeting attended and an annual Director's fee
of $10,000.
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 THREE DIRECTOR NOMINEES.
(2) RATIFICATION OF THE SELECTION
OF INDEPENDENT ACCOUNTANTS
At a meeting held February 11, 1997, 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, 1997. 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.
The Fund's financial statements for the fiscal year December 31, 1996 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 is not aware of any other 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.
7
<PAGE>
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, 1996 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 22, 1997, 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.
STOCKHOLDER PROPOSALS
Any proposal by a stockholder of the Fund intended to be presented at the
1998 meeting of stockholders of the Fund must be received by C. William
Maher, Assistant 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 14, 1997.
By order of the Board of Directors,
/s/
----------------------------
PETER C. CAIRNS
Secretary
1285 Avenue of the Americas
New York, New York 10019
March 14, 1997
8
<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 4, 1997,
at the Annual Meeting of Stockholders to be held on April 22, 1997, 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 Directors [ ] FOR all nominees
[ ] Withhold for all nominees
Nominees: Richard Graham, John A. Hawkins and Tak Lung Tsim
- -------------------------------------------------------------------------------
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: _____________________________ , 1997
__________________________________________
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
