As filed with the Securities and Exchange Commission on March, 2002
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
JARDINE FLEMING CHINA REGION FUND, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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[LOGO OMITTED.]
JARDINE FLEMING CHINA REGION FUND, INC.
400 Bellevue Parkway
Wilmington, Delaware 19809
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 9, 2002
Notice is hereby given that the Annual Meeting (the "Meeting") of Stockholders
of Jardine Fleming China Region Fund, Inc. (the "Fund") will be held at One
Liberty Plaza, 39th Floor Conference Center, New York, New York 10006, on
Thursday, May 9, 2002, at 10:00 a.m. for the following purposes:
(1) to elect one director of the Fund to hold office for the term indicated and
until his successor shall have been elected and qualified;
(2) to amend the Fund's investment policies to require the Fund under normal
conditions to invest at least 80% of its total assets in equity securities
issued either by China Region companies or China Region associated
companies and at least 65% of its total assets in equity securities issued
by China Region companies; and
(3) to consider and act upon such other business as may properly come before
the Meeting or any adjournments thereof.
Thursday, February 28, 2002, 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
John P. Falco
Assistant Secretary
Wilmington, Delaware
April 8, 2002
YOUR VOTE IS IMPORTANT
Please execute and return the enclosed proxy promptly,
whether or not you plan to attend the Fund's Annual Meeting.
[LOGO OMITTED.]
JARDINE FLEMING CHINA REGION FUND, INC.
400 Bellevue Parkway
Wilmington, DE 19809
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 "FUND") of
proxies to be voted at the Annual Meeting of Stockholders (the "MEETING") of the
Fund to be held at One Liberty Plaza, 39th Floor Conference Center, New York, NY
10006, on Thursday, May 9, 2002, at 10:00 a.m., and at any adjournments thereof,
for the following purposes:
(1) to elect one director of the Fund, to hold office for the term indicated
and until his or her successor shall have been elected and qualified;
(2) to amend the Fund's investment policies to require the Fund under normal
conditions to invest at least 80% of its total assets in equity securities
issued either by China Region companies or China Region associated
companies and at least 65% of its total assets in equity securities issued
by China Region companies; 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 Fund's
stockholders on or about April 8, 2002.
The cost of soliciting proxies and preparing the proxy materials will be borne
by the Fund. 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 Fund has retained the services of MacKenzie Partners, Inc.,
to assist it in soliciting proxies for a fee of $6,000 plus reimbursement of
out-of-pocket expenses. In addition, the Fund 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 Fund without additional compensation
to them.
The Board of Directors has selected John P. Falco and JoAnne Bennick, 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 Fund at the
Wilmington, Delaware address indicated above or by voting in person at the
Meeting.
The Board of Directors has fixed the close of business on February 28, 2002, 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 4,688,824 shares of Common Stock, par value
$0.01 per share. Stockholders of the Fund 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" (as
1
defined below) are counted for purposes of determining whether a quorum is
present for purposes of convening the meeting. "Broker non-votes" are shares
held by a broker or nominee for which an executed proxy is received by the Fund
but are not voted as to one or more proposals because instructions have not been
received from the beneficial owners or persons entitled to vote, and the broker
or nominee does not have discretionary voting power. Abstentions and broker
non-votes will not be counted as "votes cast" on any proposal and will have no
effect on the result of the votes conducted during the Meeting.
The principal executive offices of the Fund are located at 400 Bellevue Parkway,
Wilmington, DE 19809, USA.
PRINCIPAL HOLDERS
Although the Fund does not have information concerning the beneficial ownership
of shares held in the names of DTC Participants, as of February 28, 2002, to the
knowledge of the Fund, the following owned of record 5% or more of the
outstanding shares of the Fund.
AMOUNT OF RECORD PERCENT
TITLE OF CLASS NAME AND ADDRESS OF RECORD OWNER SHARES HELD OF CLASS
--------------- -------------------------------------------------------- -------------------- -------------
Common Stock Merrill Lynch, Pierce Fenner & Smith Safekeeping 892,963 19.04%
4 Corporate Place
Piscataway, NJ 08854
--------------- -------------------------------------------------------- -------------------- -------------
Common Stock Brown Brothers Harriman & Co. 380,067 8.11%
63 Wall Street
8th Floor
New York, NY 10005
--------------- -------------------------------------------------------- -------------------- -------------
Common Stock State Street Bank & Trust Company 373,955 7.98%
1776 Heritage Drive
No. Quincy, MA 02171
--------------- -------------------------------------------------------- -------------------- -------------
Common Stock Charles Schwab & Co., Inc. 307,950 6.57%
Newport Financial Center
111 Pavonia Avenue East, 3rd Floor
Jersey City, NJ 07310
--------------- -------------------------------------------------------- -------------------- -------------
Common Stock Citibank, N.A. 266,596 5.69%
3800 Citibank Center
Tampa, FL 33610
--------------- -------------------------------------------------------- -------------------- -------------
PROPOSAL NO. 1
ELECTION OF DIRECTOR
There are four members on the current Board of Directors. Mr. A. Douglas Eu was
elected the President of the Fund 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 Fund. One of the current members of the Board of Directors has been
nominated to serve for terms as indicated below and until his successor is
elected and qualified.
Mr. Julian M.I. Reid was last elected by the stockholders at the 1999 Annual
Meeting on May 13, 1999, to serve as a Class III director for a term of three
years. In accordance with the terms of that election, his term expires at the
2002 Annual Meeting. Mr. Reid has been nominated to serve as a Class III
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 the nominee 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 nominee. THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE "FOR" THE NOMINEE.
The Board knows of no reason why the nominee listed will be unable to serve. If
the 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.
2
There have been no purchases or sales by any director or nominee for election as
director of securities of the Fund's investment adviser, JF International
Management, Inc. (the "INVESTMENT ADVISER") or its parents, or subsidiaries of
either 1% of the outstanding securities of any class of such entities since
January 1, 2001.
Mr. A. Douglas Eu has been the Chief Operations Officer and the Secretary of the
Investment Adviser since 1992, and he is considered an "interested person"
within the meaning of Section 2(a)(19) of the 1940 Act because of his employment
with the Investment Adviser.
No other director or nominee for election as director or officer of the Fund, or
member of their immediate family, 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 other director or nominee for election as director has had during the past
five years any material direct or indirect interest in the Fund's administrator
PFPC Inc. (the "ADMINISTRATOR").
No other director or nominee for election as director has, or has had, any
material relationship, 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 Fund or any of its affiliated
persons or has a material interest adverse to the Fund or any of its affiliated
persons.
The following table presents information concerning the current Board of
Directors and Officers of the Fund. 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.
NUMBER OF
TERM OF PORTFOLIOS IN
OFFICE AND FUND
POSITION(S) LENGTH OF COMPLEX
HELD WITH TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND (1) SERVED (1) DURING PAST 5 YEARS DIRECTOR HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
DISINTERESTED DIRECTORS
------------------------------------------------------------------------------------------------------------------------------------
The Rt. Hon. The Earl of Cromer Chairman Since 1994 Chief Executive Officer 1 Director of Schroder
6, Sloane Terrace Mansions, and Director, of Cromer Associates Asia Pacific Fund
London, SW1X 9DG Class I Limited; Chairman of LG Limited; former
United Kingdom China Fund Limited, Director of Inchcape
Age: 55 Philippine Discovery Pacific Limited
Investment Company
Limited, Cambridge Asia
Fund Limited and
Somerset Business Link
Limited
------------------------------- ------------- ---------------- -------------------------- --------------- --------------------------
Alexander Reid Hamilton Director, Since 1994 Director of Citic 1 See Principal
Flat E, 15th Floor, Class I Pacific Limited, The Occupation
Gold Ning Mansion, Swank Shop Limited,
5 Tai Hang Drive, Cosco International
Hong Kong Holdings Limited,
Age: 60 Cosco Pacific
Limited, Esprit
Holdings Limited,
DBS Kwong On Bank
Limited, Man Sang
International
Limited, Boto
International
Holdings Limited and
Shangri-La Asia
Limited
------------------------------- ------------- ---------------- -------------------------- --------------- --------------------------
Julian M. I. Reid Director, Since 1998 Chief Executive Officer 2 Chairman of Jardine
10 Frere Felix de Valois St. Class III of 3a Asset Management Fleming India Fund,
Port Louis, Mauritius Limited Inc.; former
Age: 57 Director of JF
Philippine Fund Inc.
------------------------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
A. Douglas Eu President, Since 1997 Chief Operations 2 Director of Jardine
HK Parkwiew, Apt. 0863, Treasurer Officer and Fleming India Fund,
Tower 10, and Director, Secretary of the Inc.; former
88 Tai Tam Reservoir Rd. Class II Investment Advisor Director of JF Asset
Hong Kong Management Limited
Age: 40 and JF Philippine
Fund Inc.
------------------------------------------------------------------------------------------------------------------------------------
OFFICERS WHO ARE NOT DIRECTORS
------------------------------------------------------------------------------------------------------------------------------------
Lauren Pan Secretary Since 2001 Vice President of JF N/A N/A
Age: 35 Asset Management
Ltd. since July
2000. Prior to that,
Manager of JF Asset
Management Ltd.
------------------------------- ------------- ---------------- -------------------------- --------------- --------------------------
John P. Falco Assistant Since 2001 Assistant Vice N/A N/A
Age: 29 Secretary President and
Manager, Regulatory
Administration, PFPC
Inc. since December
2000. Prior to that,
Regulatory
Administrator, PFPC
Inc. (December 1997
to December 2000)
and, prior to that,
Legal Assistant at
the law firm of
Drinker Biddle &
Reath LLP
------------------------------------------------------------------------------------------------------------------------------------
(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 III directors will be
elected for three-year terms as of the Meeting. Class I directors will
serve until the 2003 Annual Meeting with the position then becoming one for
subsequent three-year terms. Class II directors will serve until the 2004
Annual Meeting with the position then becoming one for subsequent
three-year terms.
The following table sets forth the dollar range of equity securities
beneficially owned by each Director in the Fund and in all registered investment
companies overseen by the Director within the Fund's family of investment
companies on March 15, 2002:
------------------------------------------------------------------------------------------------------------------------------
AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN ALL REGISTERED INVESTMENT
COMPANIES OVERSEEN BY
DOLLAR RANGE OF EQUITY DIRECTOR WITHIN THE FAMILY
NAME OF DIRECTOR SECURITIES IN THE FUND (1) OF INVESTMENT COMPANIES(1)
------------------------------------------------------------------------------------------------------------------------------
INTERESTED DIRECTOR
------------------------------------------------------------------------------------------------------------------------------
A. Douglas Eu None None
------------------------------------------------------------------------------------------------------------------------------
DISINTERESTED DIRECTORS
------------------------------------------------------------------------------------------------------------------------------
The Rt. Hon. The Earl of Cromer $10,001-$50,000 $10,001-$50,000
--------------------------------------------- ---------------------------------- ----------------------------------------------
A. R. Hamilton $1-$10,000 $1-$10,000
--------------------------------------------- ---------------------------------- ----------------------------------------------
Julian M.I. Reid $1-$10,000 $10,001-$50,000
------------------------------------------------------------------------------------------------------------------------------
(1) Valuation as of March 28, 2002.
3
During the fiscal year ended December 31, 2001, the Board of Directors held a
total of seven meetings. The Board has an Audit Committee, but does not have a
Nominating or Compensation Committee. The Audit Committee met twice during the
fiscal year ended December 31, 2001. At present, the Audit Committee members are
Messrs. Hamilton and Reid, and The Rt. Hon. The Earl of Cromer; Mr. Reid became
an Audit Committee Member on January 31, 2002. The Audit Committee meets with
the Fund's independent accountants to review whether satisfactory accounting
procedures are being followed by the Fund 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. Y.M. Ng, who
resigned from the Board on June 19, 2001, all of the directors attended all the
Board and Committee meetings (including committees other than the Audit
Committee) for which they were eligible to attend.
COMPENSATION OF DIRECTORS AND OFFICERS
A director or officer of the Fund who is also an officer or employee of the
Investment Adviser receives no remuneration from the Fund. The directors of the
Fund do not receive any pensions or retirement benefits from the Fund or the
Investment Adviser.
The table below sets forth the compensation paid by the Fund to its directors
who received such compensation for the year ended December 31, 2001:
----------------------------------------------------------------------------------------------------------------------
PENSION OR ESTIMATED
RETIREMENT ANNUAL TOTAL COMPENSATION
BENEFITS BENEFITS FROM
AGGREGATE ACCRUED AS UPON FUND AND FUND COMPLEX
COMPENSATION PART OF FUND RETIREMENT WITH TWO FUNDS PAID TO
NAME OF PERSON, POSITION FROM FUND EXPENSES DIRECTORS
----------------------------------------------------------------------------------------------------------------------
The Rt. Hon. The Earl of Cromer, $23,000 None None $23,000
Chairman and Director
-------------------------------------- ------------------ ---------------- -------------- ----------------------------
A. R. Hamilton, Director $19,000 None None $19,000
-------------------------------------- ------------------ ---------------- -------------- ----------------------------
Julian M.I. Reid, Director $17,500 None None $38,250
-------------------------------------- ------------------ ---------------- -------------- ----------------------------
Ng Yook Man, Director $14,351 None None $14,351
(resigned effective June 19, 2001)
-------------------------------------- ------------------ ---------------- -------------- ----------------------------
Total $73,851 None None $94,601
----------------------------------------------------------------------------------------------------------------------
The directors' compensation from the Fund is comprised solely of directors' and
attendance fees. The fees were paid on the basis of an annual fee of $13,750 for
directors and $17,750 for the Chairman, plus $750 per meeting attended. Mr. Eu
does not receive such fees because of his affiliation with the Investment
Adviser.
4
None of the executive officers of the Fund received any compensation from the
Fund for the year ended December 31, 2001.
PROPOSAL 2
CHANGE IN INVESTMENT POLICY
It is our policy under normal conditions to invest at least 65% of our assets in
common stock, preferred stock and equity-related securities (including
convertible debt obligations, warrants and rights) and in the depositary
receipts representing such stock and other securities (collectively, "equity
securities"), issued by "China Region companies." We define China Region
companies as companies (a) that are organized in a China Region country or for
which the principal securities trading market is in the China Region or (b) that
have 50% or more of their assets in, or derive 50% or more of their revenues or
profits from, the China Region. The China Region is defined as the People's
Republic of China, including Hong Kong and Macau, and the Republic of China
(Taiwan). To the extent that the balance of the Fund's assets are not invested
in equity securities issued by China Region companies, our policy is to invest
in securities issued by "China Region associated companies," which we define as
companies that do not meet the definition of a China Region company but whose
current or expected performance the Fund's investment advisor believes is
strongly associated with the China Region, and are exposed to significant risks
of the China Region, and certain high-quality debt obligations.
A regulation recently adopted by the U.S. Securities and Exchange Commission
requires a fund with a name indicating an investment emphasis in a geographic
region to adopt a policy to invest at least 80% of its assets in investments
that are tied economically to the particular geographic region suggested by its
name. While we have consistently invested over 80% of our assets in investments
that are tied economically to the China Region, this practice has not been a
stated fundamental policy of the Fund. But under normal conditions we intend to
continue to be so invested.
Proposal No. 2 is intended to comply with the new rule by amending our
investment policy to require that under normal circumstances at least 80% of our
net assets, plus the amount of any borrowings for investment purposes be
invested in equity securities issued by China Region companies or China Region
associated companies and that at least 65% of our assets be invested in equity
securities issued by China Region companies.
Our investment policy, both as it currently exists and as it would be stated
following the adoption of Proposal No. 2, applies only under normal conditions.
We may, therefore, in certain circumstances invest a lower percentage of our
assets in investments tied economically to the China Region. For example, we
could, as a temporary defensive position invest a lower percentage in assets
economically tied to the China Region in order to avoid losses in response to
adverse market, economic, political or other conditions.
The Board of Directors believes that the current name of the Fund is consistent
with the Fund's investment policy and helps to highlight our investment
strategy.
The affirmative vote of a simple majority of shares present and voting at the
Meeting is required to amend the investment policy. THE BOARD OF DIRECTORS
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO AMEND THE FUND'S
INVESTMENT POLICY TO REQUIRE UNDER NORMAL CIRCUMSTANCES 80% OF ITS ASSETS TO BE
INVESTED IN THE EQUITY SECURITIES ISSUED BY CHINA REGION COMPANIES OR CHINA
REGION ASSOCIATED COMPANIES, AND 65% OF ITS ASSETS BE INVESTED IN EQUITY
SECURITIES ISSUED BY CHINA REGION COMPANIES.
ADDITIONAL INFORMATION
AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the Fund's previous
or future filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934 that might incorporate future filings made by the Fund under those
statutes, the following report shall not be deemed to be incorporated by
reference into any prior filings nor future filings made by the Fund under those
statutes.
5
(1) MEMBERSHIP AND ROLE OF THE AUDIT COMMITTEE
The Audit Committee consists of Mr. Alexander R. Hamilton, Mr. Julian M.I. Reid
and The Rt. Hon. The Earl of Cromer. Each of the members of the Audit Committee
is independent as defined under the rules of the New York Stock Exchange. The
Audit Committee operates under a written charter adopted by the Board of
Directors, which is included in this Proxy Statement as Exhibit A.
The primary purpose of the Audit Committee is to assist the Board in monitoring
the integrity of the financial statements of the Fund, the compliance by the
Fund with legal and regulatory requirements, and the independence and
performance of the Fund's external accountants. The Audit Committee met two (2)
times during the year ended 2001.
(2) REVIEW OF THE FUND'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 2001
The Audit Committee has conducted specific oversight activities with respect to
the Fund's audited financial statements for year ended December 31, 2001. The
Audit Committee has also reviewed and discussed them with the Investment
Adviser. The Audit Committee has discussed with PricewaterhouseCoopers, LLP
("PWC"), the Fund's independent accountants, the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees).
At its meeting on February 20, 2002, the Audit Committee has also received the
written disclosures and the letter from PWC required by Independence Standards
Board Standard No. 1 (Independence Discussion with Audit Committees) and the
Audit Committee has discussed the independence of PWC with that firm.
Based on the Audit Committee's review and discussions noted above, the Audit
Committee recommended to the Board that audited financial statements for the
year ended December 31, 2001 be included in the Fund's annual report to
shareholders required by Section 30(e) of the 1940 Act, and filed with SEC as
required by Rule 30d(1) under the 1940 Act.
Audit Committee
Alexander R. Hamilton, Chairman
The Rt. Hon. The Earl of Cromer
Julian M.I. Reid
6
INDEPENDENT ACCOUNTANTS
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
Fund (as defined in the 1940 Act) to audit the accounts of the Fund for and
during 2002. This firm served as independent accountants of the Fund for 2001.
The Board does not know of any direct or indirect financial interest of PWC in
the Fund.
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 2001, PWC performed various professional services for the Fund, including the
examination of the financial statements of the Fund for that year. PWC has also
been engaged to assist with the preparation of corporate tax returns for 2001.
The Audit Committee of the Board of Directors recommended the selection of PWC
as independent accountants for 2002 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.
During the year ended December 31, 2001, PWC billed the Fund, the Investment
Adviser and any entity controlling, controlled by or under common control with
the Investment Adviser that provides services to the Fund as follows:
--------------------------------------------------------------------------------
US$
--------------------------------------------------------------------------------
Audit fees billed to the Fund $ 35,500
--------------------------------------------------------------------------------
Non-audit fees billed to the Fund (1) $ 7,672
--------------------------------------------------------------------------------
Audit fees billed to the Fund's Investment Advisor $ 5,100
--------------------------------------------------------------------------------
Non-audit fees billed to the Fund's Investment Adviser $ 0
--------------------------------------------------------------------------------
Total $ 48,272
--------------------------------------------------------------------------------
(1) Comprise of $5,450 tax service fee paid to PWC and $2,222 tax agent fee
paid to PWC Taipei, an affiliate of the Fund's independent accountants.
There are no financial information systems design and implementation fees billed
by PWC to the Fund, its Investment Adviser or any entity controlling, controlled
by or under common control with the Investment Adviser that provides services to
the Fund.
The Audit Committee considered whether the provision of non-audit services by
PWC is compatible with the maintenance of its independence.
THE INVESTMENT ADVISER
The Fund's Investment Adviser is JF 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 Fund's Administrator is PFPC Inc., whose address is 400 Bellevue Parkway,
Wilmington, DE 19809.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 2003 Annual Meeting of the
Stockholders of the Fund must be received by November 15, 2002, to be included
in the Proxy Statement. A Stockholder seeking to have a proposal considered at
the 2003 Annual Meeting where the proposal is not received by November 15, 2002,
should notify the
7
Fund no later than January 31, 2003. If notice is not received by January 31,
2003, 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 Fund's Certificate of
Incorporation and Bylaws; and (3) Maryland law. The Fund expects the 2003 Annual
Meeting will be held in May of 2003.
OTHER MATTERS
The Board of Directors of the Fund 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 Fund.
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:
EquiServe Trust Company, N.A.
P.O. Box 8200
Boston, MA 02266-8200
800-426-5523
JFCRM-PS-02
8
EXHIBIT A
---------
JARDINE FLEMING CHINA REGION FUND, INC.
AUDIT COMMITTEE CHARTER
The Audit Committee is appointed by the Board to assist the Board in monitoring
(1) the integrity of the financial statements of the Fund, (2) the compliance by
the Fund with legal and regulatory requirements and (3) the independence and
performance of the Fund's external accountants.
The Audit Committee shall consist of at least three directors. The members of
the Audit Committee shall meet the independence and experience requirements of
the New York Stock Exchange. The members of the Audit Committee shall be
appointed by the Board.
The Audit Committee shall have the authority to retain special legal, accounting
or other consultants to advise the Committee. The Audit Committee may request
any officer or employee of the Fund or the Fund's outside counsel or independent
accountant to attend a meeting of the Committee or to meet with any members of,
or consultants to, the Committee.
The Audit Committee shall make regular reports to the Board.
The Audit Committee shall:
1. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.
2. Review the annual audited financial statements with the Fund's manager,
including major issues regarding accounting and auditing principles and
practices as well as the adequacy of internal controls that could
significantly affect the Fund's financial statements.
3. Review an analysis prepared by the Fund's manager and the independent
accountant of significant financial reporting issues and judgments made in
connection with the preparation of the Fund's financial statements.
4. Review with the Fund's manager and the independent accountant the Fund's
annual financial statements prior to the filing of its Form N-SAR.
5. Review major changes to the Fund's auditing and accounting principles and
practices as suggested by the independent accountant or the Fund's manager.
6. Recommend to the Board the appointment of the independent accountant, which
independent accountant is ultimately accountable to the Audit Committee and
the Board.
7. Recommend to the Board the fees to be paid to the independent accountant.
8. Receive periodic formal written reports from the independent accountant
regarding the accountant's independence and delineating all relationships
between the accountant and the Fund, discuss such reports with the
accountant, and if so determined by the Audit Committee, recommend that the
Board take appropriate action to satisfy itself of the independence of the
accountant.
9. Evaluate together with the Board the performance of the independent
accountant and, if so determined by the Audit Committee, recommend that the
Board replace the independent accountant.
10. Confer with the independent accountant prior to the audit the planning and
staffing of the audit.
11. Obtain from the independent accountant assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.
9
12. Discuss with the independent accountant the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the conduct
of the audit.
13. Review with the independent accountant any problems or difficulties the
accountant may have encountered and any management letter provided by the
accountant and the Fund's response to that letter. Such review should
include any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to required
information.
14. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Fund's annual proxy statement.
15. Advise the Board with respect to the Fund's Code of Ethics.
16. Review with the Fund's counsel legal matters that may have a material
impact on the financial statements.
17. Confer at least annually with the independent accountant in an executive
session.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Fund's financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. This is the
responsibility of the Fund's manager and the independent accountant. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between the Fund's manager and the independent accountant
or to assure compliance with laws and regulations and the Fund's Code of Ethics.
10
JARDINE FLEMING CHINA REGION FUND, INC.
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are two issues related to the management and operation of your Fund that
requires your immediate attention and approval. They 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 box 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 9,
2002.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
Jardine Fleming China Region Fund, Inc.
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[X] PLEASE MARK VOTE
AS IN THIS EXAMPLE
-----------------------------------------
JARDINE FLEMING CHINA REGION FUND, INC. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
-----------------------------------------
"FOR" PROPOSAL l.
1 Election of Director Withhold For
(01) Julian M. I. Reid [ ] [ ]
2 To amend the Fund's investment policies to require
the Fund under normal conditions to invest at
least 80% of its total assets in equity securities
issued either by China Region companies or China
Region associated companies and at least 65% of
its total assets in equity securities issued by China
Region companies.
Withhold For
[ ] [ ]
Mark box at right if an address
change or comment has been noted [ ]
on the reverse side of this card.
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Please be sure to sign and date this Proxy. Date
------------------------------------------------------------------------------------------------------------------
Stockholder sign here_____________________________ Co-owner sign here_______________________________
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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
"Fund") hereby appoints John P. Falco and JoAnne Bennick, 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 Fund which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on Thursday, May 9, 2002, 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 April 8, 2002, 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 nominee as director, FOR the proposal to amend the Fund's
investment policies and in the best discretion of the proxyholders as to any
other matters. Please refer to the Proxy Statement for a discussion of the
proposal.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
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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