<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 [ ] Confindential, 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.
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(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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
THE GREATER CHINA FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
March 12, 1998
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, 1998, 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, stockholders will elect certain of the Fund's
Directors whose terms expire in 1998 and consider the ratification of the
selection of Price Waterhouse LLP as independent accountants. There will also
be an opportunity to discuss matters of interest to you as a stockholder.
Your Fund's Directors recommend that stockholders vote in favor of each of
the foregoing matters.
Respectfully,
/s/ David G. P. Scholfield /s/ Richard B. Bradley
DAVID G. P. SCHOLFIELD RICHARD B. BRADLEY
President Chairman of the Board
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| 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. |
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<PAGE>
THE GREATER CHINA FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
THE GREATER CHINA FUND, INC.:
Notice is hereby given that the Annual Meeting of the Stockholders of The
Greater China Fund, Inc. (the "Fund") will be held at the offices of Mitchell
Hutchins Asset Management Inc., 1285 Avenue of the Americas, New York, New
York 10019 on April 22, 1998 at 9:30 A.M. for the following purposes:
(1) To elect three Class I Directors to serve for a term expiring on the
date of the Annual Meeting of Stockholders in 2001 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, 1998.
(3) To consider and act upon 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 2, 1998 are entitled to vote at the meeting or any
adjournments thereof.
By order of the Board of Directors,
/s/ Peter C. Cairns
PETER C. CAIRNS,
Secretary
March 12, 1998
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| 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. |
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<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, 1998, 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 12, 1998. 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 2, 1998, 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. Edward Y. Baker,
John A. Bult and Jonathan J.K. Taylor, constituting Class I Directors, expire
at the 1998 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 I
Directors of the Fund for a term expiring on the date of the 2001 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 STOCKHOLDERS VOTE IN FAVOR OF THE ELECTION OF THE
NOMINEES LISTED BELOW.
CLASS I
Edward Y. Baker
John A. Bult
Jonathan J.K. Taylor
<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 1997(1) CLASS
- ---------- ---------------------------- ---------- ------- -----
<S> <C> <C> <C> <C>
Edward Y. Baker (63).... Director; President, Chief Executive Officer, 1992 1,000 (2)
HOOPP Investment Management Limited; Chief
Investment Officer, Hospitals of Ontario
Pension Plan; Director, Canada Life of America
Series Fund, Inc.; Director, Orion Energy
Holdings Inc.; Trustee, Rogers Sugar Income
Fund; previously Senior Vice President,
Investments and Chief Investment Officer of
the Ontario Hospital Association.
Richard B. Bradley (60). Chairman and Director; Chairman of The Risk 1992 -- --
Advisory Group Limited; Director of Mohaiyani
Securities SDN BHD; Director of The Aberdeen
Emerging Asia Investment Trust Limited;
Director of Photobition Group plc; previously
Chairman of Kroll Associates Europe Limited
and Group Managing Director of Asia Equity
Holdings.
John A. Bult (61)*...... Director; Chairman of PaineWebber 1992 5,307 (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 (39)*.... Director; Director (Institutional Group) 1993 -- --
Baring Asset Management; previously head of
ING Barings Group in China and Chairman of the
British Chamber of Commerce in Shanghai.
(table continued on next page)
2
<PAGE>
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 1997(1) CLASS
- ---------- ---------------------------- ---------- ------- -----
John A. Hawkins (55) ... Director; Senior Executive Vice President and 1992 -- --
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 Ltd.; Ermitage U.K. Value Fund Ltd.; E.T.
Investment Management Limited; LIM Global
Funds; Bermuda International Guernsey Limited;
Bank of Bermuda (Guernsey) Limited; Bermuda
Trust (Guernsey) Limited; Bermuda Trust
(Jersey) Limited; Bermuda International
(Dublin) Limited; Bermuda Trust (Dublin)
Limited; Bank of Bermuda (Luxembourg) SA;
Bermuda International Investment Management
Limited; Bermuda Trust Company Limited;
Bermuda Equity Funds Limited; Bermuda Money
Funds Limited; Global Manager Limited;
Management International (Bermuda) Limited;
Bermuda Investments (Europe) Limited.
(table continued on next page)
3
<PAGE>
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 1997(1) CLASS
- ---------- ---------------------------- ---------- ------- -----
Don G. Hoff (62)........ Director; Chairman and Chief Executive Officer 1992 419 (2)
of Intertec Inc. and The Lamaur Corporation;
Director and Chairman of The Asia Pacific
Fund; Director of Prudential's World Fund
International & Global Series, Tax-Free Money
Fund, Special Money Market Fund, Pacific
Growth Fund, Natural Resources Fund, Moneymart
Assets, Institutional Liquidity Portfolio and
Global Genesis Funds, Europe Growth Fund, Tax
Free Fund, Command Money Fund and Command
Government Fund.
Jonathan J.K. Taylor
(54).................... Director; Chairman and Managing Director of 1992 2,000 (2)
Dragon Partners Limited; Director of Onyx
Country Estates Limited; Onyx Town Estates
Limited; previously Director of Baring Asset
Management Limited and Baring Asset Management
(Holdings) Limited.
Tak Lung Tsim (51)...... Director; Principal, T.L. Tsim & Associates 1992 1,000 (2)
Ltd.; Trustee of Shaw College, the Chinese
University of Hong Kong; Member of Li Po Chun
United World College of Hong Kong; Director of
Playmates Toys Holdings Limited; Director of
Prestige Properties Holdings Limited; Director
of New-Alliance Asset Management (Asia) Ltd.;
Director of W.I. Carr Indosuez Capital Asia
Ltd.
All Directors and
Officers as a group .... 9,726 (2)
</TABLE>
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* 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>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the best of the Fund's knowledge, the following table sets forth the
beneficial ownership of the Fund's common stock for each owner of more than
5% of the Fund's outstanding common stock:
SHARES OF COMMON STOCK OWNED AT
MARCH 2, 1998
NAME AND ADDRESS OF -------------------------------
BENEFICIAL OWNER NUMBER PERCENT OF TOTAL
- ------------------------------------ ------------ ----------------
City of London Investment Group, plc 1,254,800(1) 10.0%(1)
10 Eastcheap
London EC3M IAJ
England
U.S. Trust Company of New York 1,213,383(2) 9.6%(2)
114 West 47th Street
New York, N.Y. 10036
- --------------
(1) This information is based upon information reported by the stockholder in a
filing on Schedule 13G made with the Securities and Exchange Commission
("SEC") on February 9, 1998.
(2) This information is based upon information reported by the stockholder in a
filing on Schedule 13G made with the SEC on February 13, 1998. Based upon
information provided in this filing, the stockholder acquired their
beneficial ownership on behalf of others, via either a trust/fiduciary
capacity and/or a portfolio management/agency relationship.
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 four times during the fiscal period
ended December 31, 1997. 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, 1997.
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, 1997. 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.
5
<PAGE>
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 (54) 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.
Henry Ho (41) ............... 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 (36) ........ 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 (38) .... Vice President; Senior Vice President and Chief 1994
Administrative Officer of Mitchell Hutchins
Asset Management Inc.
C. William Maher (37) ....... Treasurer and Assistant Secretary; First Vice 1992
President and Chief Financial Officer of
Mitchell Hutchins Asset Management Inc.;
Treasurer for other investment companies for
which Mitchell Hutchins serves as
administrator.
</TABLE>
- --------------
(*) The President, Treasurer and Secretary each hold office until his or her
successor has been duly elected and qualified and all other officers hold
office at the discretion of the Directors.
6
<PAGE>
TRANSACTIONS WITH AND COMPENSATION OF DIRECTORS AND OFFICERS
The officers receive no compensation from the Fund. The Directors 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, 1997 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 ...... $15,500 -- -- $15,500
Richard B. Bradley .. $15,500 -- -- $15,500
John A. Hawkins ...... $13,500 -- -- $13,500
Don G. Hoff .......... $15,500 -- -- $32,500
Jonathan J.K. Taylor $11,500 -- -- $11,500
Tak Lung Tsim ........ $13,500 -- -- $13,500
</TABLE>
The Directors of the Fund do not receive any pension or retirement
benefits from the Fund. Through December 31, 1997, each Noninterested
Director received 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 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.
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 10, 1998, 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, 1998. 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 LLP 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 year December 31, 1997 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 SEC.
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.
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, 1997 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 or by telephone
to (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, 1998, 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
1999 Annual 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 12, 1998.
By order of the Board of Directors,
/s/ Peter C. Cairns
PETER C. CAIRNS
Secretary
1285 Avenue of the Americas
New York, New York 10019
March 12, 1998
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 2, 1998,
at the Annual Meeting of Stockholders to be held on April 22, 1998, 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:
1. Election of Directors [ ] FOR all nominees [ ] Withhold for all nominees
Nominees: Edward Y. Baker, John A. Bult and Jonathan J.K. Taylor
- -------------------------------------------------------------------------------
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>
2. Proposal to ratify the selection [ ] For [ ] Against [ ] Abstain
of Price Waterhouse LLP as the
independent accountants of the
Fund.
Dated: , 1998
----------------------------
----------------------------------------
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
