FORM OF LETTER TO CLIENTS OF BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES
REGARDING THE OFFER
BY
JARDINE FLEMING CHINA REGION FUND, INC.
TO PURCHASE FOR CASH UP TO 1,172,856 OF ITS ISSUED AND OUTSTANDING
SHARES AT 95% OF NET ASSET VALUE PER SHARE
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated June 11,
2001 of Jardine Fleming China Region Fund, Inc. (the "Fund") and the related
Letter of Transmittal pursuant to which the Fund is offering to purchase up to
1,172,856 shares of its issued and outstanding common stock, par value $0.01 per
share (the "Shares"), for cash at a price equal to 95% of their net asset value
("NAV") determined as of the close of the regular trading session of the New
York Stock Exchange ("NYSE") on the Expiration Date (as defined below), upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
June 11, 2001 and the related Letter of Transmittal (which together with any
amendments or supplements thereto collectively constitute the "Offer"). THE
OFFER EXPIRES AT MIDNIGHT NEW YORK TIME ON JULY 9, 2001, UNLESS EXTENDED (THE
"EXPIRATION DATE").
The Offer to Purchase and the Letter of Transmittal are being forwarded to
you as the beneficial owner of Shares held by us for your account but not
registered in your name. We are sending you the Letter of Transmittal for your
information only; you cannot use it to tender Shares we hold for your account. A
tender of such Shares can be made only by us as the holder of record and only
pursuant to your instructions.
Your attention is called to the following:
1. Unless extended, the Offer and withdrawal rights expire at midnight
New York Time on July 9, 2001.
2. The Offer is subject to certain conditions set forth in the Offer
to Purchase. Under certain circumstances, the Fund will not be required to
accept for payment, purchase or pay for any Shares tendered, and the Fund
may also amend, extend or terminate the Offer.
3. If more than 1,172,856 Shares are duly tendered (and not timely
withdrawn), the Fund will purchase Shares from tendering shareholders, in
accordance with the terms and subject to the conditions specified in the
Offer to Purchase, on a pro rata basis (disregarding fractions) in
accordance with the number of Shares duly tendered by each shareholder
during the period the Offer is open (and not timely withdrawn), unless the
Fund determines not to purchase any Shares.
IF YOU WISH TO HAVE US TENDER YOUR SHARES, PLEASE SO INSTRUCT US BY
COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE REVERSE
SIDE HEREOF. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT
US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF THE OFFER.
THE OFFER EXPIRES AT MIDNIGHT NEW YORK TIME ON JULY 9, 2001, UNLESS EXTENDED.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) holders of Shares in any jurisdiction in which the Offer or its
acceptance would violate the laws of such jurisdiction. In any jurisdiction
where the securities, "blue sky" or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of the
Fund by one or more registered brokers or dealers licensed under the laws of
that jurisdiction.
Very truly yours,
INSTRUCTIONS REGARDING THE OFFER
BY
JARDINE FLEMING CHINA REGION FUND, INC.
TO PURCHASE FOR CASH UP TO 1,172,856 OF ITS ISSUED AND OUTSTANDING
SHARES AT 95% OF THE NET ASSET VALUE PER SHARE
THIS FORM IS NOT TO BE USED TO TENDER SHARES DIRECTLY TO THE DEPOSITARY. IF
YOU WISH TO TENDER SHARES IN THE OFFER, AND IF A BROKER, DEALER, COMMERCIAL
BANK, TRUST COMPANY OR OTHER NOMINEE IS THE HOLDER OF RECORD OF YOUR SHARES AND
WILL BE EFFECTING THE TENDER ON YOUR BEHALF, YOU SHOULD COMPLETE THIS FORM AND
SEND IT TO THAT FIRM.
DO NOT COMPLETE THIS FORM IF YOU HAVE DECIDED NOT TO TENDER YOUR SHARES.
The undersigned acknowledge(s) receipt of your letter and the accompanying
Offer to Purchase dated June 11, 2001 and the related Letter of Transmittal
(which together with any amendments or supplements thereto collectively
constitute the "Offer") in connection with the Offer by Jardine Fleming China
Region Fund, Inc. (the "Fund") to purchase up to 1,172,856 shares of its issued
and outstanding common stock, par value $0.01 per share (the "Shares"), at 95%
of the net asset value per Share as of the close of the regular trading session
of the New York Stock Exchange on the Expiration Date (as defined in the Offer
to Purchase), on the terms and subject to the conditions of the Offer.
The undersigned hereby instructs you to tender to the Fund all Shares that
are held by you for the account of the undersigned, including all uncertificated
Shares that may be held for the account of the undersigned by the Fund's
transfer agent pursuant to the Fund's Dividend Reinvestment Plan, upon the terms
and subject to the conditions of the Offer.
The undersigned hereby represents and warrants that: (i) the undersigned
has a "net long position" in all Shares being tendered pursuant to the offer
within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act
of 1934, as amended; and (ii) the tender of such Shares complies with Rule
14e-4.
(PLEASE PRINT EXCEPT FOR SIGNATURE(S))
Account Number: ________________________________________________________________
Name(s) and Tax Identification or
Social Security Number(s) of Beneficial Owner(s):_______________________________
Address:________________________________________________________________________
Telephone Number(s) including Area Code(s):_____________________________________
_________________________________________________________
(Signature of beneficial owner)
_________________________________________________________
(Signature of additional beneficial owner, if any)