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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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)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 8, 1997
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 8,
1997, at 10:00 a.m. for the following purposes:
(1) to elect seven 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 the fiscal year 1997; and
(3) to consider and act upon such other business as may
properly come before the Meeting or any adjournments thereof.
Thursday, March 6, 1997, 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 14, 1997
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.
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
PAGE 4
be held at One Liberty Plaza, 39th Floor Conference Center, New
York, NY 10006, on Thursday, May 8, 1997, at 10:00 a.m., and at
any adjournments thereof, for the following purposes:
(1) to elect seven 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 the fiscal year 1997; and
(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 14, 1997.
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 and Kirk
Joy, who will act as proxies with full power of substitution.
All properly executed proxies received prior to the Meeting will
be voted at the Meeting 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 6, 1997, 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 they 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
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held (and one such vote for each director to be elected), with no
shares having cumulative voting rights. Abstentions and broker
non-votes 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 6, 1997, to the knowledge of the Company, no
person beneficially owned more than five percent of its
outstanding shares.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
There are seven members in the current Board of Directors.
Mr. Blair C. Pickerell, a former director, resigned with effect
from May 30, 1996. Mr. Ng Yook Man was appointed a director on
March 5, 1997. For administrative clarity, all current members
have been nominated to serve for terms as indicated below and
until their successors are elected and qualified.
The Rt. Hon. The Earl of Cromer and Mr. Alexander Reid
Hamilton were elected by the stockholders to serve as Class I
directors for a term of two years from the date of the 1995
Annual Meeting of Stockholders held on May 11, 1995. In
accordance with the terms of that election, both of them retire
at the 1997 Annual Meeting. Both The Rt. Hon. The Earl of Cromer
and Mr. Hamilton have been nominated to serve as directors for
three-year terms and until their successors shall have been
elected and qualified.
Mr. Mark B. E. White was elected by the stockholders to serve
as a Class I director for a term of three years from the date of
the 1994 Annual Meeting of Stockholders held on May 12, 1994. In
accordance with the terms of that election, he retires at the
1997 Annual Meeting. Mr. White has been nominated to serve as a
director for a three-year term and until his successor shall have
been elected and qualified.
Messrs. Martin Gilbert Barrow and Emmett J. Rice were elected
by the stockholders to serve as Class III directors for terms of
three years from the date of the 1996 Annual Meeting of
stockholders held on May 9, 1996. In accordance with the terms
of that election, both of them retire at the 1999 Annual Meeting.
Messrs. Barrow and Rice have been nominated to serve as directors
for the remaining two-year term and until their successors shall
have been elected and qualified.
PAGE 6
Mr. A. B. Colayco was elected by the stockholders to serve as
a Class II director for a term of three years from the date of
the 1995 Annual Meeting of Stockholders held on May 11, 1995. In
accordance with the terms of that election, he retires at the
1998 Annual Meeting. Mr. Colayco has been nominated to serve as
a director for the remaining one-year term and until his
successor shall have been elected and qualified.
Mr. Ng Yook Man was appointed to serve as a director on March
5, 1997. He has been nominated to serve as a Class II director
for a term of one year, expiring at the 1998 Annual Meeting, or
until his successor is elected and qualified. At the 1998 Annual
Meeting, Mr. Ng's term will be for a subsequent three-year term.
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 6, 1996, the following Directors owned shares of
common stock of the Company:
Number of
Name Shares Held
___________________ __________
Martin Gilbert Barrow 2,000
A. B. Colayco 400
The Earl of Cromer 2,000
Alexander Reid Hamilton 500
Emmett J. Rice 1,000
Mark B. E. White 1,000
None of the other officers of the Company had any beneficial
ownership in any stock of the Company.
The Board knows of no reason why any 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, 1996.
Mr. Mark B.E. White was formerly the Chief Executive Officer
and Director of the Investment Adviser. No other 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
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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
material interest adverse to the Company or any of its affiliated
persons.
The following table presents information concerning the
current Board of Directors. 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, Principal Occupations or
Class, and Age (1) Employment in Past Five Years
_________________________________________________________________
*Martin Gilbert Barrow (2)
Class III, Age: 52
48th Floor,
Jardine House,
1 Connaught Place,
Hong Kong
President of the Company, Director of Jardine Matheson Limited,
former member of the Legislative Council of Hong Kong, Member of
Board of Management and former Chairman of the Hong Kong Tourist
Association, and former Vice Chairman of the Hong Kong General
Chamber of Commerce.
_________________________________________________________________
*A.B. Colayco
Class II, Age: 46
222 Sen. Gil J. Puyat Avenue,
1200 Makati, Metro Manila,
Philippines
PAGE 8
Chairman of Jardine Davies, Inc., former Vice President of
Foreign Investment, American International Group, and former
President of AIG Investment Corporation.
_________________________________________________________________
Ng Yook Man (3)
Class II, Age: 66
1st Floor,
Full View Comm. Building,
140-142 Des Voeux Road,
Central, Hong Kong
Registered Architect in Hong Kong.
_________________________________________________________________
Emmett J.Rice (3)
Class III, Age: 77
1673 Myrtle Street, N.W.,
Washington, D.C. 20012
Consultant, Director of Tredegar Industries, Inc. and Albemarle
Corporation; and former member of the Board of Governors of the
Federal Reserve System, and former Director of Fixed Income and
International Funds of T. Rowe Price Funds.
_________________________________________________________________
*Mark B.E. White (2)
Class I, Age: 42
47th Floor,
Jardine House,
1 Connaught Place,
Hong Kong
Treasurer of the Company, Chief Operating Officer of Jardine
Fleming Investment Management Limited, Director of Save and
Prosper Group Limited and Fleming Investment Management 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)
Class I, Age: 51
6, Sloane Terrace Mansions,
London SW1X 9DG
United Kingdom
Chief Executive Officer of Cromer Associates Limited, Chairman of
Lloyd George-Standard Chartered China Fund Limited and Philippine
Discovery Investment Company, 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, Director of Korea Asia Fund Limited, and
former Director of Inchcape Pacific Limited.
_________________________________________________________________
Alexander Reid Hamilton (3)
PAGE 9
Class I, Age: 55
Flat E, 15th Floor,
Gold Ning Mansion,
5 Tai Hang Drive,
Hong Kong
Director of Citic Pacific Limited, Director of The Swank Shop
Limited, Director of Cosco Pacific Limited, Director of Esprit
Asia Holdings Limited and Kwong On Bank Limited, and 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 I directors will be elected for
three-year terms as of the Meeting. Class II directors will
serve until the 1998 Annual Meeting with the position then
becoming one for subsequent three-year terms, and Class III
directors will serve until the 1999 Annual Meeting with the
position then becoming one for subsequent three-year terms.
(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 1996 Annual Meeting on May 9, 1996, there have been
three meetings of the Board of Directors. The Rt. Hon. The Earl
of Cromer and Messrs. Colayco, Hamilton, Rice, and White have
participated in all meetings of the Board. Mr. Barrow and Mr. Ng
have participated in one such meeting. Mr. Pickerell resigned on
May 30, 1996, and, accordingly, did not participate in any such
meetings that were held after May 30, 1996. 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, Ng, and The Rt. Hon. The Earl of
Cromer. Mr. Ng was appointed a member of the Audit Committee on
March 5, 1997. The Audit Committee met twice in 1996 and once in
1997, 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
PAGE 10
such a committee under Maryland General Corporation Law. Messrs.
Barrow and White serve on the Executive Committee. The Executive
Committee did not meet in 1996.
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 Other Principal Occupations
Title and Period of Service in Past Five Years
_________________________________________________________________
William J. Tootill
Age: 50
Secretary since commencement
of operations
Director of Jardine Fleming International Holdings Limited,
admitted as a Solicitor in England and Wales and Hong Kong, and
formerly Secretary of Jardine Fleming Group Limited.
_________________________________________________________________
Henry H. Hopkins
Age: 54
Assistant Secretary since
commencement of operations
Director of T. Rowe Price Associates, Inc. since 1987 and a
managing director of that company since 1989.
COMPENSATION OF DIRECTORS AND OFFICERS
The directors and officers of the Company who are officers or
employees of the Investment Adviser receive no renumeration from
the Company. The directors of the Company do not receive any
pensions or retirement benefits from the Company.
The following directors and officers received the following
compensation from the Company for the year ended December 31,
1996:
Total
Aggregate Compensation
Name of Person, Compensation From Fund
Position From Fund Paid to Directors
______________ _____________ _________________
Martin Gilbert Barrow, $ 10,500 $ 10,500
Director and President
The Rt. Hon.
The Earl of Cromer, $ 13,500 $ 13,500
Director
PAGE 11
A. R. Hamilton, $ 13,500 $ 13,500
Director
Emmett J. Rice, $ 13,500 $ 13,500
Director
________ ________
$ 51,000 $ 51,000
________ ________
________ ________
The fees are paid on the basis of an annual fee of $10,000
plus $500 per meeting attended. Based upon this fee schedule, it
is estimated that Mr. Ng will receive approximately $13,500 for
the year ending December 31, 1997, if all meetings are attended.
Messrs. Colayco and White 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,
1996.
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 1997. This firm
served as independent accountants of the Company for 1996. The
Board does not know of any direct or indirect financial interest
of Price Waterhouse in the Company.
A representative 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 1996, 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 1996.
The Audit Committee of the Board of Directors recommended the
selection of Price Waterhouse as independent accountants for 1997
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.
PAGE 12
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 1997.
ADDITIONAL INFORMATION
THE INVESTMENT ADVISER
The Company's Investment Adviser is Jardine Fleming
International Management Inc., which 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 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 1998
Annual Meeting of the Stockholders of the Company must be
received by October 31, 1997, to be included in the Proxy
Statement and the form of proxy relating to that meeting. The
Company expects the 1998 Annual Meeting will be held in May of
1998.
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:
STATE STREET BANK & TRUST COMPANY
P.O. Box 8200
Boston, MA 02266-8200
800-426-5523
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JFCRM-PS-97
PAGE 14
____
X PLEASE MARK VOTES AS IN
____ THIS EXAMPLE
________________________ 1.)Election of Directors
JARDINE FLEMING With- For All
CHINA REGION FUND, INC. For hold Except
________________________ Mr. Martin Gilbert / / / / / /
Barrow, Mr. Emmett
J. Rice, Mr. A.B.
RECORD DATE SHARES: Colayco, Mr. Mark
B.E. White, The Rt.
Hon. The Earl of Cromer,
Mr. Alexander Reid Hamilton,
Mr. Ng Yook Man
NOTE: If you do not wish your shares
voted "For" a particular nominee, mark
the "For All Except" box and strike a
line through the nominee's(s')
name(s). Your shares will be voted for
the remaining nominee(s).
For Against
Abstain
2.)To ratify the / / / / / /
appointment of
Price Waterhouse LLP
as independent accountants
of the Company for fiscal
year 1997.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE
"FOR" PROPOSALS 1 (including all
nominees for Director) AND 2.
________________________
Please be sure to sign Mark box at right if an address
and date this proxy. change or comment has been noted
on the reverse side of this card. / /
Date
________________________
Stockholder sign here
________________________
Co-owner sign here
________________________
PAGE 15
DETACH CARD DETACH CARD
JARDINE FLEMING CHINA REGION FUND, INC.
Dear Stockholder:
Please take note of the Important Information enclosed with this
Proxy Ballot. There are a number of issues related to the
management and operation of your Company that require your
immediate attention and approval. These are discussed in detail
in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise
your right to vote your shares.
Please mark the boxes on this proxy card to indicate how your
shares will 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 8, 1997.
Thank you in advance for your prompt consideration of these
matters.
Sincerely,
Jardine Fleming China Region Fund, Inc.
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 and Kirk Joy,
and each of them, the lawful attorneys and proxies of the
undersigned with full power of substitution to vote, as
designated below, all shares 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 8, 19976, at 10:00 a.m.,
at One Liberty Plaza, 38th 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 14, 1997, 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
PAGE 16
discretion of the proxyholders as to any other matters. Please
refer to the Proxy Statement for a discussion of the proposals.
_________________________________________________________________
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
_________________________________________________________________
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________ ___________________________
___________________________ ___________________________
___________________________ ___________________________
