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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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Section Rule
14a-12
Jardine Fleming China Region Fund, Inc.
_________________________________________________________________
(Name of Registrant as Specified in its Charter)
Jardine Fleming China Region Fund, Inc.
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
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(j)(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: (1)
_________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________
5) Total fee paid.
_________________________________________________________
[ ]Fee paid previously with preliminary materials.
_________________________________________________________
1 Set forth the amount on which the filing fee is calculated and
state how it was determined.
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[ ] 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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JARDINE FLEMING CHINA REGION FUND, INC.
100 East Pratt Street
Baltimore, Maryland 21202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 1996
Notice is hereby given that the Annual Meeting of Stockholders
of Jardine Fleming China Region Fund, Inc. (the Company ) will be
held at One Liberty Plaza, 39th Floor Conference Center, New York,
New York 10006, on Thursday, May 9, 1996, at 10 a.m. for the
following purposes:
(1) to elect two directors of the Company, each to hold
office for the term indicated and until his successor shall have
been elected and qualified;
(2) to consider and act upon a proposal to ratify the
appointment of Price Waterhouse LLP as independent accountants of
the Company for 1996;
(3) to consider and act upon such other business as may
properly come before the Meeting or any adjournments thereof.
Friday, March 1, 1996, was fixed by the Board of Directors as
the record date for determination of stockholders entitled to
notice of and to vote at the Meeting or any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Henry H. Hopkins
Assistant Secretary
Baltimore, Maryland
March 15, 1996
YOUR VOTE IS IMPORTANT - Please execute and return the
enclosed proxy promptly, whether or not you plan to attend
the Jardine Fleming China Region Fund, Inc. Annual Meeting.
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JARDINE FLEMING CHINA REGION FUND, INC.
100 East Pratt Street
Baltimore, Maryland 21202
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Jardine Fleming China
Region Fund, Inc. (the Company ) of proxies to be voted at the
Annual Meeting of Stockholders (the Meeting ) of the Company to be
held at One Liberty Plaza, 39th Floor Conference Center, New York,
NY 10006, on Thursday, May 9, 1996 at 10 a.m., and at any
adjournments thereof, for the following purposes:
(1) to elect two directors of the Company, each to hold
office for the term indicated and until his successor shall have
been elected and qualified;
(2) to consider and act upon a proposal to ratify the
appointment of Price Waterhouse LLP as independent accountants of
the Company for 1996;
(3) to consider and act upon such other business as may
properly come before the Meeting or any adjournments thereof.
The enclosed proxy and this Proxy Statement are first being
sent to the Company s stockholders on or about March 15, 1996.
The cost of soliciting proxies and preparing the proxy
materials will be borne by the Company. In order to ensure that
sufficient shares of Common Stock are represented at the meeting to
permit approval of the proposals outlined in the Proxy Statement,
the Company has retained the services of Mackenzie Partners, Inc.
to assist it in soliciting proxies for a fee of US$6,000 plus
reimbursement of out-of-pocket expenses. In addition, the Company
will request securities brokers, custodians, nominees, and
fiduciaries to forward solicitation material to the beneficial
owners of stock held of record and will reimburse them for their
reasonable out-of-pocket expenses in forwarding such solicitation
material. In addition, proxies may be solicited personally or by
telephone or telegram by directors, officers, and employees of the
Company without additional compensation to them.
The Board of Directors has selected Emmett J. Rice, W.J.
Tootill and Kenneth J. Rutherford, and each of them to act as
proxies with full power of substitution. All properly executed
proxies received prior to the Meeting will be voted at the Meeting
PAGE 5
in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked,
shares represented by the proxies will be voted FOR all the
proposals. Any proxy may be revoked at any time prior to the
exercise thereof by submitting another proxy bearing a later date
or by giving written notice to the Secretary of the Company at the
Baltimore address indicated above or by voting in person at the
Meeting.
The Board of Directors has fixed the close of business on March
1, 1996, as the record date for the determination of stockholders
entitled to notice of and to vote at the Meeting or any adjournment
thereof. At that date there were outstanding and entitled to vote
9,101,372 shares of Common Stock, par value $0.01 per share.
Stockholders of the Company on that date will be entitled one vote
on each matter to be voted for each share held (and one such vote
for each director to be elected), with no shares having cumulative
voting rights. Abstentions will be counted for purposes of
determining whether a quorum is present, but neither abstentions
nor broker non-votes will be considered votes cast for any purposes
at the Meeting.
The principal executive offices of the Company are located at
100 East Pratt Street, Baltimore, Maryland 21202.
PRINCIPAL HOLDERS
As of March 1, 1996, to the knowledge of the Company, no person
beneficially owned more than five percent of its outstanding
shares.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Two of the current members of the Board of Directors have been
nominated to serve for terms of three years as indicated below and
until their successors are elected and qualified.
Mr. Martin Gilbert Barrow was elected by the stockholders to
serve as a director for a term of three years from the date of the
1993 Annual Meeting of stockholders held on May 13, 1993. In
accordance with the terms of that election, he retires at the 1996
Annual Meeting. Mr. Barrow has been nominated to serve as a
director for a three-year term and until his successor shall have
been elected and qualified.
Mr. Emmett J. Rice was elected by the stockholders to serve as
a director for a term of three years from the date of the 1993
Annual Meeting of Stockholders held on May 13, 1993. In accordance
with the terms of that election, he retires at the 1996 Annual
Meeting. Mr. Rice has been nominated to serve as a director for a
three-year term and until his successor shall have been elected and
qualified.
PAGE 6
The other directors remain in office in accordance with the
terms of their previous election.
It is intended that all proxies received, unless otherwise
indicated, will be voted FOR the election of these nominees
referred to above. The affirmative vote of a plurality of the
shares present at the Meeting (at which a quorum is present) is
required to elect the nominees. The Board of Directors recommends
that you vote FOR the nominees.
As of March 1, 1996, the following Directors owned shares of
common stock of the Company:
Name Number of Shares Held
Martin Gilbert Barrow2,000
A. B. Colayco 400
Emmett J. Rice 1,000
Mark B. E. White 1,000
None of the other Directors or officers of the Company had any
beneficial ownership in any stock of the Company.
The Board knows of no reason why either of the nominees listed
will be unable to serve. If any nominee should become unable to
serve, the proxies will be voted for the election of such person as
may be designated by the Board to replace such nominee.
There have been no purchases or sales by any director or
nominee for election as director of securities of the Investment
Adviser or its parents or subsidiaries of either exceeding 1% of
the outstanding securities of any class of such entities since
January 1, 1995.
No director or nominee for election as director or officer of
the Company is, or was during the past five years, an officer,
employee, director, general partner or shareholder of the
Investment Adviser. No director or nominee for election as
director or officer owns any securities or has had, during the past
five years, any other material direct or indirect interest in the
Investment Adviser or any person controlling, controlled by, or
under common control with the Investment Adviser.
No director or nominee for election as director has had, during
the past five years, any material direct or indirect interest in
the Company s Administrator.
No director or nominee for election as director has or has had
any material interest, direct or indirect, in any material
transactions, or in any proposed material transactions, to which
the Investment Adviser, the Administrator, any parent or subsidiary
of such entities, was or is to be a party.
There are no material pending legal proceedings to which any
director or nominee for election as director or affiliated person
of any director or nominee for election as director is a party
adverse to the Company or any of its affiliated persons or has a
PAGE 7
material interest adverse to the Company or any of its affiliated
persons.
The following table presents information concerning the current
Board of Directors, including the two persons nominated for
election as directors of the Company. The information includes
their positions and principal occupations during the last five
years. Each director who is an interested person (within the
meaning of Section 2(a) (19) of the Investment Company Act of 1940
(the 1940 Act )) is indicated by an asterisk ( * ) preceding his
name.
Name, Address, Class and Age (1) Principal Occupations or
Employment in Past Five Years
*Martin Gilbert Barrow (2) President of the Company, Director of
Class III, Age: 51 Jardine Matheson Limited,
48th Floor, former member of the Legislative
Jardine House, Council of Hong Kong, Chairman
1 Connaught Place, of the Hong Kong Tourist Association
Hong Kong and former Vice Chairman of
the Hong Kong General Chamber of
Commerce.
*A.B. Colayco Chairman of Jardine Davies, Inc.,
Class II, Age: 45 former Vice President of Foreign
222 Sen. Gil J. Puyat Avenue, Investment, American International
1200 Makati, Metro Manila, Group and former President of
Philippines AIG Investment Corporation.
*Blair C. Pickerell Managing Director of Jardine Pacific
Class II, Age: 39 Limited, former Director of
25th Floor, Jardine Fleming Group Limited, former
Devon House, Development Director of
Taikoo Place, Mandarin Oriental Hotel Group Limited
979 King s Road, and former Director and
Quarry Bay, General Manager of Jardine Fleming
Hong Kong Taiwan Limited.
Name, Address, Class and Age (1) Principal Occupations or
Employment in Past Five Years
Emmett J.Rice (3) Consultant, former member of the
Class III, Age: 76 Board of Governors of the
1673 Myrtle Street, N.W., Federal Reserve System, Director
Washington, D.C. 20012 of Tredegar Industries Inc.,
Ethyl Corporation and former
Director of Fixed Income and
PAGE 8
International Funds of T. Rowe
Price Funds.
*Mark B.E. White (2) Treasurer of the Company,
Class I, Age: 41 Director of Save and Prosper
1, Finsbury Avenue, Group Limited, Director of
London EC2M 2QY Fleming Investment Management
United Kingdom Limited, former Director of
Jardine Fleming Group Limited,
former Chairman of Jardine
Fleming Taiwan Limited and Hong
Kong Investment Funds
Association, former Chief
Executive Officer and former
Director of the Investment
Adviser.
The Rt. Hon. The Earl of Cromer (3) Chief Executive Officer of
Class I, Age: 50 Cromer Associates Limited
6, Sloane Terrace Mansions, and former Director of
London SW1X 9DG Inchcape Pacific Limited,
United Kingdom Chairman of Lloyd George-
Standard Chartered China
Fund Limited, Director of
China and Eastern
Investments Limited,
Director of Lazard Vietnam
Fund Limited, Director of
Cluff Oil China Limited,
Director of Schroder Asia
Pacific Fund Limited and
Director of Korea Asia Fund
Limited.
Alexander Reid Hamilton (3) Director of Citic Pacific
Class I, Age: 54 Limited, Director of The Swank
Flat E, 15th Floor, Shop Limited, Director of Cosco
Gold Ning Mansion, Pacific Limited, Director of
5 Tai Hang Drive, Esprit Asia Holdings Limited and
Hong Kong former Executive Secretary of
the Employers Federation of Hong
Kong.
(1) Number I, II, or III below a director s name indicates
whether he serves in Class I, II or III of the Board of Directors.
Thus, Class III directors will be elected for three-year terms as
of the Meeting. Class I directors will serve until the 1997 Annual
Meeting with the position then becoming one for subsequent three-
year terms; and Class II directors will serve until the 1998 Annual
Meeting with the position then becoming one for subsequent three-
year terms.
PAGE 9
(2) Denotes member of the Executive Committee of the Board of
Directors.
(3) Denotes member of the Audit Committee of the Board of
Directors.
Since the 1995 Annual Meeting on May 11, 1995, there have been
three meetings of the Board of Directors. The Rt. Hon. The Earl of
Cromer, Messrs. Hamilton, Rice and White have participated in all
meetings of the Board. Mr. Pickerell has participated in two such
meetings, and Messrs. Barrow and Colayco have participated in one
such meeting. The Board has an Audit Committee and an Executive
Committee. The Board does not have a nominating committee.
The Audit Committee meets with the Company s independent
accountants to review whether satisfactory accounting procedures
are being followed by the Company and whether internal accounting
controls are adequate to inform itself with regard to non-audit
services performed by the independent accountants and to review
fees charged by the independent accountants. The Audit Committee
also recommends to the Board of Directors the selection of
independent accountants. At present, the Audit Committee members
are Messrs. Rice, Hamilton and The Rt. Hon. The Earl of Cromer.
The Audit Committee met twice in 1995 and once in 1996, with all
members attending.
The Executive Committee has full authority to exercise all the
powers of the Board of Directors to the extent permitted to such a
committee under Maryland General Corporation Law. Messrs. Barrow
and White serve on the Executive Committee. The Executive
Committee did not meet in 1995.
In addition to Messrs. Barrow, the President of the Company,
and White, the Treasurer of the Company, the following executive
officers hold the following positions with the Company:
Name and Age
Title and Period of Service Other Principal Occupations in Past
Five Years
William J. Tootill Director of Jardine Fleming
Age: 49 International Holdings Limited,
Secretary since commencement admitted as a Solicitor in England
of operations and Wales and Hong Kong and formerly
Secretary of Jardine Fleming Group
Limited.
Henry H. Hopkins Director of T. Rowe Price Associates,
Age: 53 Inc. since 1987 and a managing
Assistant Secretary since director of that company since 1989.
commencement of operations
PAGE 10
COMPENSATION OF DIRECTORS AND OFFICERS
The following directors and officers received the following
compensation from the Company for the year ended December 31, 1995:
Pension or
Retirement
Aggregate Benefits Accrued
Name of Person Compensation as Part of
Position From Fund Fund Expenses
_______________ _______________ _________________
Martin Gilbert Barrow, $10,500 -
Director and President
Emmett J. Rice, $13,500 -
Director
A. R. Hamilton, $13,500 -
Director
The Rt. Hon. The Earl $12,500 -
of Cromer, Director
___________ __________________
$50,000 -
Total
Estimated Annual Compensation
Name of Person Benefits From Fund
Position Upon Retirement Paid to Directors
_______________ _______________ _________________
Martin Gilbert Barrow, - $10,500
Director and President
Emmett J. Rice, - $13,500
Director
A. R. Hamilton, - $13,500
Director
The Rt. Hon. The Earl - $12,500
of Cromer, Director
___________ __________________
- $50,000
The fees are paid on the basis of an annual fee of $10,000 plus
$500 per meeting attended. Messrs. Colayco, White and Pickerell do
not receive such fees because of their affiliation with the
Investment Adviser.
Neither of the two other officers of the Company received any
compensation from the Company for the year ended December 31, 1995.
PAGE 11
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP ( Price Waterhouse ) has been selected as
the independent accountants by the Board of Directors, including a
majority of the directors who are not interested persons of the
Company (as defined in the 1940 Act) by vote cast in person
(subject to ratification by the stockholders at the Meeting), to
audit the accounts of the Company for and during 1996. This firm
served as independent accountants of the Company for 1995. The
Board does not know of any direct or indirect financial interest of
Price Waterhouse in the Company.
A partner of Price Waterhouse will be present at the Meeting,
will have the opportunity to make a statement if he desires to do
so, and will be available to answer questions.
In 1995, Price Waterhouse performed various professional
services for the Company, including the examination of the
financial statements of the Company for that year. Price
Waterhouse has also been engaged to assist with the preparation of
corporate tax returns for 1995.
The Audit Committee of the Board of Directors recommended the
selection of Price Waterhouse as independent accountants for 1996,
and approved and ratified both the audit and non-audit services
provided by the firm and the related fees. The Committee
considered the possible effect of the non-audit services on the
independence of Price Waterhouse and concluded there was no effect
upon their independence.
The affirmative vote of a simple majority of shares present and
voting at the Meeting is required to ratify the appointment of
Price Waterhouse. The Board of Directors recommends that the
stockholders vote FOR the proposal to ratify the appointment of
this firm as the Company s independent accountants for 1996.
ADDITIONAL INFORMATION
THE INVESTMENT ADVISER
The Investment Adviser was incorporated in the British Virgin
Islands in 1992 and is registered as an investment adviser under
the Investment Advisers Act. The Investment Adviser s principal
address is 47th Floor, Jardine House, 1 Connaught Place, Hong Kong.
The Investment Adviser is a wholly owned subsidiary of Jardine
Fleming International Holdings Limited ( JF Holdings ), whose
address is P.O. Box 309, Grand Cayman, Cayman Islands. JF Holdings
is a wholly owned subsidiary of Jardine Fleming Group Limited
( Jardine Fleming ), whose address is Jardine House, 33-35 Reid
Street, Hamilton, Bermuda. The Investment Adviser has appointed
executive officers with specialist asset management capabilities
and extensive experience in the securities markets of the People s
Republic of China, Hong Kong, the Republic of China and Macau
(collectively, the China Region ). Since March 1994, the
PAGE 12
Investment Adviser has also served as the investment adviser for
Jardine Fleming India Fund, Inc., a closed-end, nondiversified
investment company.
The Investment Adviser draws upon the research capabilities of,
and information resources available to, Jardine Fleming and its
affiliates throughout the China Region. It also draws upon the
research and investment ideas of other companies whose brokerage
services it utilizes.
Jardine Fleming is jointly owned by Jardine Matheson Holdings
Limited, a Hong Kong based group with over 150 years of experience
in the China Region, whose address is Jardine House, 33-35 Reid
Street, Hamilton, Bermuda, and Robert Fleming Holdings Limited, a
London-based investment banking group founded in 1873, whose
address is 25 Copthall Avenue, London, United Kingdom.
Established in 1970 in Hong Kong, Jardine Fleming provides a
fully integrated range of investment services, including investment
management, securities sales and trading, corporate finance and
currency trading. The investment management business of Jardine
Fleming is actively supported by a research department which
includes analysts dedicated to China Region securities markets. At
December 31, 1995, Jardine Fleming had over $22 billion in assets
under management or advice.
THE ADMINISTRATOR
The Company s Administrator is T. Rowe Price Associates, Inc.,
whose address is 100 East Pratt Street, Baltimore, Maryland, 21202.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1997
Annual Meeting of the Stockholders of the Company must be received
by October 31, 1996, to be included in the Proxy Statement and the
form of proxy relating to that meeting. The Company expects the
1997 Annual Meeting will be held in May of 1997.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters
to be presented for action at the Meeting other than those
mentioned above; however, if any other matters properly come before
the Meeting, it is intended that the persons named in the
accompanying proxy will vote on such other matters in accordance
with their judgment of the best interests of the Company.
All proxies received will be voted in favor of all of the
proposals, unless otherwise directed therein.
The Company will furnish, without charge, copies of the Annual
Report to stockholders upon request. Requests for copies of such
reports should be directed to:
PAGE 13
State Street Bank & Trust Company
P.O. Box 8200
Boston, MA 02266-8200
800-426-5523
PAGE 14
____
X PLEASE MARK VOTES AS IN
____ THIS EXAMPLE
JARDINE FLEMING CHINA 1.)Election of Directors
REGION FUND, INC. For Against Abstain
Martin Gilbert Barrow / / / / / /
Emmett J. Rice / / / / / /
2.)To ratify the appoint-
ment of Price Waterhouse
as independent accountants
of the Company for
1996. / / / / / /
RECORD DATE SHARES: 7,169.0000
JARDINE FLEMING INTERNATIONAL
MANAGEMENT INC.
ATTN WILLIAM TOOTILL
JARDINE HOUSE 47TH FLOOR
1 CONNAUGHT PLACE
CENTRAL HONG KONG
Please be sure to sign and date this Proxy. ______________________
Date
__________________________________________________________________
Shareholder sign here____________Co-owner sign here_______________
------------------------------------------------------------------
Mark box at right if comments or address change have been noted on
the reverse of this card. / /
PAGE 15
DETACH CARD
JARDINE FLEMING CHINA
REGION FUND, INC.
Dear Stockholder:
Please take note of the Important Information enclosed with this
Proxy Ballot. There are issues related to the management and
operation of your Fund that require your attention and approval.
These are discussed in detail in the attached proxy materials.
Your vote counts, and you are strongly encouraged to exercise your
right to vote your shares.
Please mark the boxes on the proxy card to indicate how your shares
shall be voted. Then sign the card, detach it and return your
proxy vote in the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of
Stockholders, May 9, 1996.
Thank you in advance for your prompt consideration of these
matters.
Sincerely,
Jardine Fleming China Region Fund, Inc.
JARDINE FLEMING INTERNATIONAL
MANAGEMENT INC.
ATTN WILLIAM TOOTILL
JARDINE HOUSE 47TH FLOOR
1 CONNAUGHT PLACE
CENTRAL HONG KONG
PAGE 16
JARDINE FLEMING CHINA REGION FUND, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED STOCKHOLDER of Jardine Fleming China Region Fund,
Inc. (the "Company") hereby appoints Emmett J. Rice, W. J. Tootill
and Whitney Moore, and each of them, the lawful attorneys and
proxies of the undersigned with full power of substitution to vote,
as designated below; all share of Common Stock of the Company which
the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held on Thursday, May 9, 1996, at 10:00 a.m., at
One Liberty Plaza, 39th Floor Conference Center, New York, New York
10006, and at any and all adjournments thereof with respect to the
matters set forth below and described in the Notice of Annual
Meeting and Proxy Statement dated March 15, 1996, receipt of which
is hereby acknowledged, and any other matters arising before such
Annual Meeting or any adjournment thereof.
Properly executed proxies will be voted (or the vote on such
matters will be withheld on specific matters) in accordance with
instructions appearing on the proxy. In the absence of specific
instructions, proxies will be voted FOR the election of the
nominees as directors and FOR proposal 2 and in the best discretion
of the proxyholders as to any other matters. Please refer to the
Proxy Statement for a discussion of the prosposals.
COMMENTS/ADDRESS CHANGE:__________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
