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.
[ ] $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.
[ ] 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.:
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3) Filing party:
_________________________________________________________
4) Date filed:
_________________________________________________________
Jardine Fleming China Region Fund, Inc. LOGO
JARDINE FLEMING CHINA REGION FUND, INC.
100 East Pratt Street
Baltimore, Maryland 21202
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 14, 1998
Notice is hereby given that the Annual Meeting (the
"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 14, 1998, at 10:00 a.m. for the following purposes:
(1) to elect three 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 1998; and
(3) to consider and act upon such other business as may
properly come before the Meeting or any adjournments thereof.
Monday, February 23, 1998, 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 4, 1998
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
be held at One Liberty Plaza, 39th Floor Conference Center, New
York, NY 10006, on Thursday, May 14, 1998, at 10:00 a.m., and at
any adjournments thereof, for the following purposes:
(1) to elect three 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 1998; 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 4, 1998.
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 M.
Joy, 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 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
February 23, 1998, 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 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 February 23, 1998, to the knowledge of the Company, the
following shareholders owned more than five percent of its
outstanding shares.
Title of Name and Address of Amount and Nature Percent
Class Beneficial Owner of Beneficial of Class
Ownership
Common City of London 1,336,800 shares 14.7%
Stock Investment Group PLC, Direct Ownership
on behalf of itself
and its affiliated companies
10 Eastcheap
London EC3M IAJ England
Common President and Fellows 755,700 shares 8.3%
Stock of Harvard College Direct Ownership
c/o Harvard Management
Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
PROPOSAL NO. 1
ELECTION OF DIRECTORS
There are seven members in the current Board of Directors. Mr. A.
B. Colayco and Mr. Mark B. E. White, two former directors,
resigned with effect November 21, 1997 and January 22, 1998,
respectively. Mr. A. Douglas Eu and Mr. S. M. Chung were
appointed directors on December 2, 1997 and February 12, 1998,
respectively. Three of the current members of the Board of
Directors have been nominated to serve for terms as indicated
below and until their successors are elected and qualified.
Mr. Ng Yook Man was elected by the stockholders to serve as a
Class II director for a term of one year from the date of the
1997 Annual Meeting of stockholders held on May 8, 1997. In
accordance with the terms of that election, his term expires at
the 1998 Annual Meeting. Mr. Ng has been nominated to serve as a
director for a three-year term and until his successor shall have
been elected and qualified.
Mr. A. Douglas Eu was appointed to serve as a director on
December 2, 1997. He has been nominated to serve as a Class II
director for a three-year term and until his successor shall have
been elected and qualified.
Mr. S. M. Chung was appointed to serve as a director on February
12, 1998. He has been nominated to serve as a Class I director
for a two-year term and until his successor shall have been
elected and qualified.
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.
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.
As of February 23, 1998, the following Directors owned shares of
common stock of the Company:
Name Number of Shares Held
Martin Gilbert Barrow 2,000
The Earl of Cromer 2,000
Alexander Reid Hamilton 500
Emmett J. Rice 1,000
None of the other officers of the Company had any beneficial
ownership in any stock of the Company.
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, 1997.
Mr. A. Douglas Eu has been the Chief Operations Officer and the
Secretary of the Investment Adviser since 1992.
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 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, or 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) President of the Company;
Class III, Age: 53 Director of Jardine Matheson
48th Floor, Limited; former Chairman of
Jardine House, the Hong Kong Tourist
1 Connaught Place, Association; former member of
Hong Kong the Legislative Council of
Hong Kong; former Vice-
Chairman of the Hong Kong
General Chamber of Commerce.
S. M. Chung Vice-Chairman of Nanyang
Class I, Age: 46 Commercial Bank Limited;
Unit A, 22/F., Director of the Kowloon-Canton
Bank of China Tower Railway Corporation; the
1 Garden Road Chairman of The Hong Kong
Hong Kong Housing Society; former Chief
Executive of the Hong Kong
Special Administrative Region
Government Land Fund.
The Rt. Hon. Chief Executive Officer of
The Earl of Cromer (3) Cromer Associates Limited;
Class I, Age: 52 Chairman of Lloyd George-
6, Sloane Terrace Mansions, Standard Chartered China Fund
London SW1X 9DG Limited and Philippine
United Kingdom Discovery Investment Company
Limited; Director of China and
Eastern Investments Limited,
Cluff Oil China Limited,
Schroder Asia Pacific Fund
Limited, and Korea Asia Fund
Limited; former Director of
Inchcape Pacific Limited.
*A. Douglas Eu Chief Operations Officer and
Class II, Age: 36 Secretary of the Investment
6220 Cape Mansion, Adviser; Assistant Director of
62 Mt. Davis Road, Jardine Fleming Investment
Hong Kong Management Limited.
Alexander Reid Hamilton (3) Director of Citic Pacific
Class I, Age: 56 Limited, The Swank Shop
Flat E, 15th Floor, Limited, Cosco International
Gold Ning Mansion, Holdings Limited, Cosco
5 Tai Hang Drive, Pacific Limited, Esprit
Hong Kong Holdings Limited, Kwong On
Bank Limited, Man Sang
International Limited, and
Boto International Holdings
Limited.
Ng Yook Man (3) Registered Architect in Hong
Class II, Age: 67 Kong.
1st Floor,
Full View Comm. Building,
140-142 Des Voeux Road,
Central, Hong Kong
Emmett J. Rice (3) Consultant, Director of
Class III, Age: 78 Tredegar Industries, Inc., and
1673 Myrtle Street, N.W., Albemarle Corporation; former
Washington, D.C. 20012 member of the Board of
Governors of the Federal
Reserve System; former
Director of Fixed Income and
International Funds of T. Rowe
Price Funds.
(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. Class II directors will be elected for three-year
terms as of the Meeting. Class III directors will serve until the
1999 Annual Meeting with the position then becoming one for
subsequent three-year terms. Class I directors will serve until
the 2000 Annual Meeting with the position then becoming one for
subsequent three-year terms. Mr. S. M. Chung will be elected for
a two-year term as of the Meeting.
(2) Denotes member of the Executive Committee of the Board of
Directors.
(3) Denotes member of the Audit Committee of the Board of
Directors.
There were four meetings of the Board of Directors in 1997, and
two of them were held after the 1997 Annual Meeting on May 8,
1997. There has been one meeting of the Board of Directors since
January 1, 1998. Messrs. Hamilton, Ng, and Rice have participated
in all meetings of the Board. The Rt. Hon. The Earl of Cromer and
Mr. White have participated in four such meetings. Messrs. Barrow
and Colayco have participated in three such meetings. Mr. Eu has
participated in two such meetings, and Mr. Chung has 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. Hamilton, Ng, Rice, and The Rt. Hon. The Earl of
Cromer. The Audit Committee met twice in 1997 and once in 1998.
Messrs. Hamilton and Rice participated in all such meetings, and
Mr. Ng and The Rt. Hon. The Earl of Cromer participated in two
such meetings.
In addition to Mr. Barrow, the President of the Company, the
executive officers listed below hold the following positions with
the Company:
Name and Age Other Principal Occupations in
Title and Period of Service Past Five Years
Alastair A. Macintosh Group Counsel and Company
Age: 46 Secretary of Jardine Fleming
Secretary with effect from Holdings Limited.
July 17, 1997
Henry H. Hopkins Director of T. Rowe Price
Age: 55 Associates, Inc., since 1987
Assistant Secretary since and a managing director of
commencement of operations 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 remuneration from
the Company. The directors of the Company do not receive any
pensions or retirement benefits from the Company or the
Investment Adviser.
The table below sets forth the compensation paid by the Company
to its directors for the year ended December 31, 1997:
Name of Person, Position Total Compensation
From Company
Martin Gilbert Barrow,
Director and President $11,000
The Rt. Hon. The Earl of Cromer,
Director $13,500
A. R. Hamilton, Director $13,500
Ng Yook Man, Director $10,750
Emmett J. Rice, Director $13,000
Total $61,750
The above compensation from the Company is comprised solely of
director s and attendance fees. The fees are paid on the basis of
an annual fee of $10,000 plus $500 per meeting attended. Mr. Eu
does not receive such fees because of his affiliation with the
Investment Adviser.
None of the executive officers of the Company received any
compensation from the Company for the year ended December 31,
1997.
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 1998. This firm
served as independent accountants of the Company for 1997. 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 1997, 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 1997.
The Audit Committee of the Board of Directors recommended the
selection of Price Waterhouse as independent accountants for 1998
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 1998.
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 1999 Annual
Meeting of the Stockholders of the Company must be received by
October 31, 1998, to be included in the Proxy Statement and the
form of proxy relating to that meeting. The Company expects the
1999 Annual Meeting will be held in May of 1999.
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 JFCRM-PS-98
____
X PLEASE MARK VOTES
____ AS IN THIS EXAMPLE
_______________________________________
JARDINE FLEMING CHINA REGION FUND, INC.
_______________________________________
1.) Election of Directors
For With- For
All hold All
Nominees Except
Mr. S. M. Chung / / / / / /
Mr. A. Douglas Eu
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 NAME(S) OF THE
NOMINEE(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 the fiscal year 1998.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE
"FOR" PROPOSALS 1 (including all
nominees for Director) AND 2.
Mark box at right if an address change or comment has been noted
on the reverse side of this card. / /
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date _____________
Stockholder sign here ___________ Co-owner sign here ___________
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 14, 1998.
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 M.
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 14, 1998, 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 4, 1998, 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, 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 proposals.
_________________________________________________________________
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
_________________________________________________________________
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________ ___________________________
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