<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:
[X] Preliminary Proxy Statement
[ ] 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.
_________________________________________________________
<PAGE>
(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.:
_________________________________________________________
3) Filing party:
_________________________________________________________
4) Date filed:
_________________________________________________________
<PAGE>
(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 11, 2000
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 11, 2000, 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
PricewaterhouseCoopers, LLP as independent accountants of the Company for
the fiscal year 2000;
(3) to consider and act upon a proposal to approve a change in the Company's
fundamental policies to permit the Company to borrow an additional amount
of money not to exceed in aggregate 10% (calculated at the lower of cost
or current market value) of the Company's total assets (not including the
amount borrowed); and
(4) to consider and act upon such other business as may properly come before
the Meeting or any adjournments thereof.
Monday, February 28, 2000, 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, 2000
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.
JFCRM-PS-00
<PAGE>
(LOGO)
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 11, 2000, 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
PricewaterhouseCoopers, LLP as independent accountants of the Company for the
fiscal year 2000;
(3) to consider and act upon a proposal to approve a change in the Company's
fundamental policies to permit the Company to borrow an additional amount of
money not to exceed in aggregate 10% (calculated at the lower of cost or
current market value) of the Company's total assets (not including the amount
borrowed); and
(4) 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, 2000.
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 28, 2000, 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.
<PAGE>
The principal executive offices of the Company are located at 100 East Pratt
Street, Baltimore, Maryland 21202.
PRINCIPAL HOLDERS
As of February 28, 2000, to the knowledge of the Company, the following
shareholders owned more than five percent of its outstanding shares.
<TABLE>
<CAPTION>
Amount and Nature of
Title of Class Name and Address of Beneficial Owner Beneficial Ownership
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock Eternity Ltd. 709,700 shares
Templeton Bldg. Direct ownership
Lyford Cay
P.O. Box N7776
Nassau, Bahamas
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock President and Fellows of Harvard College 1,751,600 shares
c/o Harvard Management Company, Inc. Direct ownership
600 Atlantic Avenue
Boston, Massachusetts 02210
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PROPOSAL NO. 1 ELECTION OF DIRECTORS
There are seven members in the current Board of Directors. Mr. A. Douglas Eu was
elected the President of the Company on May 12, 1999, while The Rt. Hon. The
Earl of Cromer, the former President, continues to be the Chairman and a
director of the Company. 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.
The Rt. Hon. The Earl of Cromer and Mr. Alexander R. Hamilton were last elected
by the stockholders at the 1997 Annual Meeting on May 8, 1997, to serve as Class
I directors for a term of three years. In accordance with the terms of that
election, their terms expire at the 2000 Annual Meeting. The Earl of Cromer and
Mr. Hamilton have been nominated to serve as Class I directors for a three-year
term and until their successors shall have been elected and qualified.
Mr. S.M. Chung was first appointed to serve as a director on February 12, 1998.
He was last elected by the stockholders at the 1998 Annual Meeting on May 14,
1998, to serve as a Class I director for a two-year term expiring at the 2000
Annual Meeting. He has been nominated to serve as a Class I director for a
three-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.
<PAGE>
As of February 28, 2000, the following Directors owned shares of Common Stock of
the Company:
<TABLE>
<CAPTION>
Name Number of Shares Held
- --------------------------------------------------------
<S> <C>
The Earl of Cromer 2,000
- --------------------------------------------------------
Alexander R. Hamilton 500
- --------------------------------------------------------
Ng Yook Man 1,000
- --------------------------------------------------------
Julian M.I. Reid 400
- --------------------------------------------------------
Emmett J. Rice 1,000
- --------------------------------------------------------
</TABLE>
None of the other directors or officers of the Company had any beneficial
ownership in any stock of the Company, and the officers and directors as a group
own less than 1% of the Common 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, 1999.
Mr. A. Douglas Eu has been the Chief Operations Officer and the Secretary of the
Investment Adviser since 1992.
Mr. S.M. Chung joined Jardine Fleming on November 16, 1999 as a director of
various companies within the Jardine Fleming group.
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.
<TABLE>
<CAPTION>
Name, Address, Principal Occupations or
Class (1), and Age Employment in Past Five Years
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
The Rt. Hon. Chairman of the Company (effective May 13,1998);
The Earl of Cromer (2) Chief Executive Officer of Cromer Associates Limited; Chairman of Lloy
Class I, Age: 54 George-Standard Chartered China Fund Limited and Philippine Discovery
6, Sloane Terrace Mansions, Investment Company Limited; Director of A1HQ.com Inc., Schroder Asia P
London SW1X 9DG Fund Limited, and Korea Asia Fund Limited; former Director of Inchcape
United Kingdom Limited.
- ------------------------------------------------------------------------------------------------------------------------------------
*A. Douglas Eu President (effective May 12, 1999) and Treasurer (effective January 22
Class II, Age: 38 Company; Chief Operations Officer and Secretary of the Investment Advi
6220 Cape Mansion, Director of Jardine Fleming India Fund, Inc., JF Philippine Fund Inc.,
62 Mt. Davis Road, Indonesia Fund, Inc.; former Director of Jardine Fleming Investment Ma
Hong Kong Limited.
- ------------------------------------------------------------------------------------------------------------------------------------
*S. M. Chung Director of Jardine Fleming Holdings Limited, Jardine Fleming Unit Tru
Class I, Age: 48 Fleming Flagship Fund, Fleming Flagship Series II, Kowloon-Canton Rail
46th Floor, Corporation; Chairman of The Hong Kong Housing Society; former Chief E
Jardine House, of the Hong Kong Special Administrative Region Government Land Fund an
1 Connaught Place, Chairman of Nanyang Commercial Bank Limited.
Hong Kong
- ------------------------------------------------------------------------------------------------------------------------------------
Alexander Reid Hamilton (2) Director of Citic Pacific Limited, The Swank Shop Limited, Cosco Inter
Class I, Age: 58 Holdings Limited, Cosco Pacific Limited, Esprit Holdings Limited, Kwon
Flat E, 15th Floor, Limited, Man Sang International Limited, and Boto International Holdin
Gold Ning Mansion,
5 Tai Hang Drive,
Hong Kong
- ------------------------------------------------------------------------------------------------------------------------------------
Ng Yook Man (2) Registered Architect in Hong Kong.
Class II, Age: 69
1st Floor,
Full View Comm. Building,
140-142 Des Voeux Road,
Central, Hong Kong
- ------------------------------------------------------------------------------------------------------------------------------------
Julian M. I. Reid Chief Executive Officer of Anglo American Asset Management Limited;
Class III, Age: 55 Chairman of Jardine Fleming India Fund, Inc.; Director of JF Philippin
27 Burton Court, Franklins Row London SW3 4SZ and JF Indonesia Fund, Inc.; former Director of Jardine Fleming Intern
United Kingdom Holdings Limited and Jardine Fleming Investment Management Limited.
- ------------------------------------------------------------------------------------------------------------------------------------
Emmett J. Rice (2) Consultant, Director of Tredegar Industries, Inc., and Albemarle Corpo
Class III, Age: 80 former member of the Board of Governors of the Federal Reserve System;
1673 Myrtle Street, N.W., former Director of Fixed Income and International Funds of T. Rowe Pri
Washington, D.C. 20012
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
(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 I directors will be
elected for three-year terms as of the Meeting. Class II directors will serve
until the 2001 Annual Meeting with the position then becoming one for
subsequent three-year terms. Class III directors will serve until the 2002
Annual Meeting with the position then becoming one for subsequent three-year
terms.
(2) Denotes member of the Audit Committee of the Board of Directors.
During the fiscal year ended December 31, 1999, the Board of Directors held a
total of four meetings. The Board has an Audit Committee, but does not have a
Nominating Committee. The Audit Committee met twice during the fiscal year ended
December 31, 1999. At present, the Audit Committee members are Messrs. Hamilton,
Ng, Rice, and The Rt. Hon. The Earl of Cromer. 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. Other than Mr. Barrow, who
resigned from the Board on November 24, 1999, all of the directors attended more
than 75% of the Board and Committee meetings (including committees other than
the Audit Committee) for which they were eligible to attend.
In addition to Mr. Eu, the executive officers listed below hold the following
positions with the Company:
<TABLE>
<CAPTION>
Name and Age
Title and Period of Other Principal Occupations in Past Five Years
Service
- --------------------------------------------------------------------------------
<S> <C>
Anthony John Morgan Director of Jardine Fleming Australia Management
Age: 34 Limited, Jardine Fleming Capital Partners Ltd. and
Secretary with effect Al-Meezan Investment and Financial Services (Private)
from Limited; former Company Secretary of Jardine Fleming
October 1, 1999 China Region Limited and Jardine Fleming Asia Pacific
Limited.
- --------------------------------------------------------------------------------
Henry H. Hopkins Director of T. Rowe Price Associates, Inc., since
Age: 57 1987 and a managing director of that company since
Assistant Secretary since 1989.
commencement of
operations
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
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, 1999:
<TABLE>
<CAPTION>
Total Compensation From
Total Compensation Company and Fund Complex
Name of Person, Position From Company With Two Funds
- ------------------------------------------------------------------------------------
<S> <C> <C>
The Rt. Hon. The Earl of Cromer, $15,275 $15,275
Chairman and Director
- ------------------------------------------------------------------------------------
Martin Gilbert Barrow, Director $10,507 $10,507
(resigned effective November 24,
1999)
- ------------------------------------------------------------------------------------
S. M. Chung, Director $10,760 $10,760
- ------------------------------------------------------------------------------------
A. R. Hamilton, Director $14,000 $14,000
- ------------------------------------------------------------------------------------
Ng Yook Man, Director $14,000 $14,000
- ------------------------------------------------------------------------------------
Julian M. I. Reid, Director $13,000 $13,000
- ------------------------------------------------------------------------------------
Emmett J. Rice, Director $14,000 $14,000
- ------------------------------------------------------------------------------------
Total $91,542 $91,542
- ------------------------------------------------------------------------------------
</TABLE>
The compensation from the Company is comprised solely of directors' and
attendance fees. The fees are paid on the basis of an annual fee of $10,000 plus
$500 per meeting attended. In addition, a premium of $2,000 per annum is payable
to the Chairman effective May 12, 1999. Mr. Eu does not receive such fees
because of his affiliation with the Investment Adviser. Mr. Chung ceased to
receive such fees since November 16, 1999 as he has become affiliated to the
Investment Adviser.
None of the executive officers of the Company received any compensation from the
Company for the year ended December 31, 1999.
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers, LLP ("PWC") 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) to
audit the accounts of the Company for and during 2000, subject to ratification
by the stockholders at the Meeting. This firm served as independent accountants
of the Company for 1999. The Board does not know of any direct or indirect
financial interest of PWC in the Company.
A representative of PWC 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 1999, PWC performed various professional services for the Company, including
the examination of the financial statements of the Company for that year. PWC
has also been engaged to assist with the preparation of corporate tax returns
for 1999.
The Audit Committee of the Board of Directors recommended the selection of PWC
as independent accountants for 2000 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
PWC and concluded there was no effect upon their independence.
<PAGE>
The affirmative vote of a simple majority of shares present and voting at the
Meeting is required to ratify the appointment of PWC. 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 2000.
PROPOSAL NO. 3 AMENDMENT TO COMPANY'S INVESTMENT POLICIES
At the Company's Board of Directors meeting on November 24, 1999, the directors
agreed to approve a change in the Company's fundamental policies to permit the
Company to borrow an additional amount of money not to exceed in aggregate 10%
(calculated at the lower of cost or current market value) of the Company's total
assets (not including the amount borrowed). The Board has directed that the
proposal be submitted to shareholders for approval or disapproval.
The Company's current fundamental policy in the area of borrowing is as follows:
"Under its fundamental investment restrictions, the Fund may
not: Issue senior securities, borrow or pledge its assets,
except that the Fund may borrow from a bank for the purpose of
obtaining amounts necessary to make distributions for
qualification as a registered investment company or to avoid
imposition of an excise tax under United States tax laws, and
except that the Fund may borrow money in an amount not to
exceed 15% (calculated at the lower of cost or current market
value) of its total assets (not including the amount borrowed)
(a) for temporary or emergency purposes, (b) for such
short-term credits as may be necessary for the clearance or
settlement of transactions and (c) for repurchases of its
Common Stock. The Fund may also pledge its assets to secure
such borrowings. Notwithstanding the above, initial and
variation margin in respect of futures contracts and options
thereon and any collateral arrangement in respect of options on
securities or indexes will not be prohibited by this paragraph
3 or any other investment restrictions."
As amended, the Company's fundamental policy on borrowing would be as follows:
"Under its fundamental investment restrictions, the Fund may
not: Issue senior securities, borrow or pledge its assets,
except that the Fund may (i) borrow from a bank for the purpose
of obtaining amounts necessary to make distributions for
qualification as a registered investment company to avoid
imposition of an excise tax under United States tax laws; (ii)
borrow money (including through reverse repurchase agreements)
in an aggregate amount not to exceed 10% (calculated at the
lower of cost or current market value) of the Fund's total
assets (not including the amount borrowed); and (iii) borrow an
additional amount not to exceed 15% (calculated at the lower of
cost or current market value) of its total assets (not
including the amount borrowed) (a) for temporary or emergency
purposes, (b) for such short-term credits as may be necessary
for the clearance or settlement of transactions and (c) for
repurchases of its common stock. The Fund may also pledge its
assets to secure such borrowings. Notwithstanding the above,
initial and variation margin in respect of futures contracts
and options thereon and any collateral arrangement in respect
of options on securities or indexes will not be prohibited by
this paragraph 3 or any other investment restrictions."
The Board has noted that, because the Investment Adviser is not permitted to
borrow funds for the purpose of investing in securities, the Investment Adviser
has therefore been restricted to using funds from the liquidation of existing
holdings for the purposes of making additional investments. This has constrained
the Investment Adviser from taking advantage of opportunities to add value to
the Company during a rising market. The Board believes that the proposed change
in the Company's borrowing policy would give the Investment Adviser the
flexibility to take advantage of such opportunities when it believes that the
return from additional investments shall exceed the cost of borrowing. It is
however worth noting that
<PAGE>
gearing will cause the Company's losses to increase if there is a decline in the
value of the securities purchased with the proceeds of the loan. This is because
of the increased exposure in the underlying securities and also the borrowing
costs incurred.
Approval of the proposed amendment to the fundamental policy requires the
affirmative vote of the holders of a majority of the Company's outstanding
voting shares. If the proposed amendment is approved, the change in the
Company's fundamental policies will become effective on or about May 11, 2000.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSAL
TO CHANGE THE COMPANY'S FUNDAMENTAL POLICIES TO PERMIT THE COMPANY TO BORROW AN
ADDITIONAL AMOUNT OF MONEY NOT TO EXCEED IN AGGREGATE 10% (CALCULATED AT THE
LOWER OF COST OR CURRENT MARKET VALUE) OF THE COMPANY'S TOTAL ASSETS (NOT
INCLUDING THE AMOUNT BORROWED).
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 Services, Inc., whose address is
100 East Pratt Street, Baltimore, Maryland, 21202.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2001 Annual Meeting of the
Stockholders of the Company must be received by November 16, 2000, to be
included in the Proxy Statement. A Stockholder seeking to have a proposal
considered at the 2001 Annual Meeting where the proposal is not received by
November 16, 2000, should notify the Company no later than January 31, 2001. If
notice is not received by January 31, 2001, then the persons appointed as
proxies may vote on the proposal as they see fit notwithstanding that
stockholders have not been advised of the proposal in the Proxy Statement. Any
proposal submitted by stockholders must comply in all respects with the
following: (1) the rules and regulations of the Securities and Exchange
Commission; (2) the provisions of the Company's Certificate of Incorporation and
Bylaws; and (3) Maryland law. The Company expects the 2001 Annual Meeting will
be held in May of 2001.
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
<PAGE>
____
X PLEASE MARK VOTES
____ AS IN THIS EXAMPLE
___________________________________ THE BOARD OF DIRECTORS UNANIMOUSLY
JARDINE FLEMING CHINA REGION FUND, INC.
RECOMMENDS A VOTE "FOR" PROPOSALS
___________________________________ 1 (INCLUDING ALL NOMINEES FOR
DIRECTOR), 2 AND 3.
1. Election of Directors
For With- For
All hold All
Nominees Except
Mr.S.M. Chung / / / / / /
The Rt. Hon. The
Earl of Cromer / / / / / /
Mr. A.R. Hamilton / / / / / /
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).
RECORD DATE SHARES: For Against Abstain
2. To ratify the
appointment of
PricewaterhouseCoopers,
LLP as independent
accountants of the
Company for the fiscal
year 2000. / / / / / /
3. To approve a change
in the Company's
fundamental policies
to permit the Company
to borrow an additional
amount of money not
to exceed in aggregate
10% (calculated at the
lower of cost or current
market value) of the
Company's total assets
(not including the amount
borrowed). / / / / / /
Please be sure to sign Date
Mark box at right if an address
and date this Proxy. change or comment has been noted
on the reverse side of this card. / /
______________________
______________________
Stockholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
DETACH CARD DETACH CARD
JARDINE FLEMING CHINA REGION FUND, INC.
Dear Stockholder,
<PAGE>
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 11,
2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Jardine Fleming China Region Fund, Inc.
<PAGE>
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 11, 2000, 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, 2000, 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 proposals 2 and 3, 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.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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Please sign exactly as name(s) appear(s) hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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