EX-99.CODE ETH

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CODE OF ETHICS

FOR

JARDINE FLEMING CHINA REGION FUND, INC.

APPROVED NOVEMBER 21, 2001

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TABLE OF CONTENTS

PAGE

I. INTRODUCTION.............................................................1

A. GENERAL AND AUTHORIZATION............................................1
B. DEFINITIONS..........................................................1
C. LEGAL REQUIREMENT....................................................2
D. PURPOSE OF THE CODE..................................................2
E. COMPLIANCE WITH THE CODE OF ETHICS...................................3
F. APPLICATION OF CODE OF ETHICS........................................3
G. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES............................3
H. FRONT RUNNING........................................................3
I. QUESTIONS REGARDING THE CODE.........................................3

II. CONFIDENTIALITY AND INSIDE INFORMATION...................................5

A. GENERAL..............................................................5
B. "INSIDER TRADING" DOCTRINE...........................................5
C. WHEN IS INFORMATION CONFIDENTIAL AND NON-PUBLIC OR MATERIAL?.........5
D. PROCEDURES REGARDING CONFIDENTIAL INFORMATION........................6
E. TRADE SECRETS........................................................6

III. CONFLICTS OF INTEREST AND BUSINESS ETHICS................................7

A. GENERAL..............................................................7
B. OUTSIDE ACTIVITIES...................................................7
C. PERSONAL FINANCE.....................................................7
D. GIFTS AND ENTERTAINMENT..............................................7

IV. PERSONAL ACCOUNT TRANSACTIONS BY COVERED PERSONS.........................9

A. GENERAL..............................................................9
B. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS.......10
C. TRANSACTIONS IN SHARES OF THE FUND..................................10
BASIC PRINCIPLES......................................................10
PRIOR CLEARANCE.......................................................10
GOVERNMENTAL REPORTS..................................................11
D. LIABILITY FOR SHORT SWING PROFITS...................................11
E. TRANSACTIONS IN SECURITIES ELIGIBLE FOR INVESTMENT BY THE FUND......12
GENERAL...............................................................12
PRIOR APPROVAL........................................................12
TRANSACTIONS EXEMPT FROM PRIOR APPROVAL REQUIREMENTS..................12
PRIOR APPROVAL PROCEDURE..............................................13
REASONS FOR DISALLOWING PROPOSED TRANSACTIONS.........................13
F. NEW ISSUES..........................................................14
G. PRIVATE PLACEMENTS..................................................14

V. QUARTERLY REPORTS OF SECURITIES TRANSACTIONS............................15

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TABLE OF CONTENTS
(CONTINUED)
PAGE

A. WHO MUST REPORT.....................................................15
B. TRANSACTIONS THAT MUST BE REPORTED..................................15
C. TRANSACTIONS EXEMPT FROM REPORTING..................................15
D. REPORTING BY INDEPENDENT DIRECTORS..................................15
E. REPORTING PROCEDURES................................................15

VI. STANDARD OF CONDUCT FOR PORTFOLIO TRANSACTIONS..........................17

VII. RECORDS.................................................................18

VIII. CODE VIOLATIONS.........................................................18

Annex A......................................................................A-1

Annex B......................................................................B-1

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PART I

I INTRODUCTION

A. GENERAL AND AUTHORIZATION. This Code of Ethics sets forth the
policies and procedures applicable to officers, directors, employees and certain
other related persons of the Fund regarding business ethics, confidentiality and
trading in securities. These policies and procedures are mandatory and are
designed to protect the business interests of the Fund.

This Code of Ethics has been approved by a majority of the directors of
the Fund, including a majority of the Independent Directors. The directors of
the Fund have executed a certification stating that each of them have adopted
procedures necessary to prevent Covered Persons from violating this Code of
Ethics. All material changes to this Code of Ethics will be presented to the
directors of the Fund for approval as soon as practicable, but in no event later
than six months after they are made. At least annually, the directors of the
Fund will review a written report to be submitted by a Compliance Officer that
will include (i) a description of any issues arising under this Code of Ethics
or procedures related to it since the last such report including information
about material violations and sanctions imposed in response to violations and
(ii) a certification from the Fund that it has adopted procedures necessary to
prevent Covered Persons from violating this Code of Ethics.

B. DEFINITIONS. The following defined terms have the meanings assigned
to them below.

1940 ACT. The U.S. Investment Company Act of 1940, as amended
from time to time.

ACCESS PERSON. Each director, officer or Advisory Person of
the Fund.

ADVISORY PERSON. Any employee of the Fund who obtains
information concerning recommendations made to the Fund with regard to
the purchase or sale of a security.

COMPLIANCE OFFICERS. The personnel of the JF Asset Management
Group compliance department designated as from time to time as a
Compliance Officer with respect to this Code of Ethics. A list of such
personnel is included as Annex A.

COVERED PERSONS. Each director, officer and employee of the
Fund. A list of Covered Persons may be obtained from a Compliance
Officer.

ELIGIBLE SECURITIES. All securities or investments eligible
for purchase or sale by the Fund as set out in the Fund's prospectus
(or other analogous document) that COULD POTENTIALLY be recommended to
or purchased for the Fund.

FUND. Jardine Fleming China Region Fund, Inc.

INDEPENDENT DIRECTORS. Those directors of the Fund who are
not, consistent with the 1940 Act and the rules issued thereunder,
deemed to be "interested persons" of the Fund.

PART I

INSIDERS. Officers and directors of the Fund or a person who
becomes a beneficial owner of greater than 10 percent of the Fund's
shares.

JF ASSET MANAGEMENT GROUP. Entities within the JPMorgan
Fleming Asset Management Group of Companies that provide asset
management services in Asia, except for Japan.

JPMORGAN FLEMING ASSET MANAGEMENT GROUP OF COMPANIES. Any
affiliate of JPMorgan Chase, other than any such affiliate located in
the United States, that provides asset management services. A list of
such companies may be obtained from a Compliance Officer.

PERSONAL ACCOUNT TRANSACTION. Every securities transaction in
which a Covered Person has any direct or indirect beneficial interest
and over which such Covered Person has direct or indirect influence or
control. This includes the right to acquire equity securities through
the exercise or conversion of any derivative security, whether or not
currently exercisable.

PERSONAL INVESTMENT PROCEDURES. Each of the personal
investment procedures applicable to employees of JP Morgan Fleming
Asset Management Group of Companies as the same may be amended from
time to time.

SEC. The U.S. Securities and Exchange Commission.

SECRETARY. The secretary or such person or persons who may be
designated in writing by the Fund.

SECURITY HELD OR TO BE ACQUIRED. Any security which, within
the most recent 15 days, (i) is or has been held by the Fund, or (ii)
is being or has been considered for purchase by the Fund.

C. LEGAL REQUIREMENT. This Code of Ethics is adopted pursuant to the
requirements of U.S. federal securities laws, in particular Section 15(f) of the
Securities Exchange Act of 1934, as amended, Section 204A of the Investment
Advisers Act of 1940, as amended, and Rule 17j-1 under the 1940 Act.

D. PURPOSE OF THE CODE. This Code of Ethics was developed to provide
guidance with respect to the policies and procedures set forth herein and, in
particular, to:

(a) guard against the possibility of a transaction occurring that the
SEC or other regulatory body would view as illegal, such as front
running (as defined in subpart (H) below):

(b) avoid situations where it might appear that the Fund or any of its
officers, directors or employees had personally benefited at the
expense of a client or shareholder or had taken inappropriate
advantage of his or her fiduciary positions; and

PART I

Officers, directors and employees of the Fund are urged to consider the
reasons for the adoption of this Code of Ethics. The reputation of the Fund
could be adversely affected as the result of even a single transaction
considered questionable in light of the fiduciary duties of the Fund and the
Independent Directors.

E. COMPLIANCE WITH THE CODE OF ETHICS. Compliance with the provisions
of this Code of Ethics is considered a basic condition of employment or service
as a director. Failure to comply with the policies and procedures included in
this Code of Ethics may result in civil and criminal liabilities, penalties or
fines under U.S. law, imprisonment, legal prohibition against further employment
in the U.S. securities industry and dismissal from employment for cause.
Dismissal for cause may result in the loss of certain benefits from the Fund or
any company within the JPMorgan Fleming Asset Management Group of Companies by
which the affected individual is employed. In addition, any profit realized from
a transaction which is deemed to be in violation of this Code of Ethics may be
required to be disgorged, and violators of this Code of Ethics may be subject to
other disciplinary actions. All Access Persons will be required to certify
annually that they have read and understood this Code of Ethics and recognize
that they are subject hereto. Further, Access Persons will be required to
certify annually that they have complied with the requirements of this Code of
Ethics and that they have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of this Code of Ethics.

F. APPLICATION OF CODE OF ETHICS. This Code of Ethics applies to all
Covered Persons except that Independent Directors are exempt from Part III and
Part IV (B), (D)(2), (E), (F) and (G) of this Code of Ethics.

G. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES. The following general
fiduciary principles have been adopted with respect to the personal investment
activities of all Covered Persons:

o The interests of the Fund's shareholders must come first;

o All Personal Account Transactions must be conducted consistent with
this Code of Ethics and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of any individual's
position of trust and responsibility; and

o Covered Persons should not take inappropriate advantage of their
positions.

H. FRONT RUNNING. Front running is illegal. In the context of
investment management, front running is generally defined as the purchase or
sale of a security by an officer, director or employee of an investment adviser
or fund in anticipation of the adviser or fund effecting similar transactions
for its client or the fund, in order to take advantage of or avoid the
consequences of changes in market prices resulting from the client's or the
fund's transaction.

I. QUESTIONS REGARDING THE CODE. Questions concerning the
interpretation or application of the policies and procedures set forth in this
Code of Ethics should be addressed to a Compliance Officer. All Covered Persons
are encouraged to seek advice with respect to any

PART I

action or transaction which could be regarded as violating this Code of Ethics
and to refrain from any action or transaction which might lead to the appearance
of a violation.

PART II

II. CONFIDENTIALITY AND INSIDE INFORMATION

A. GENERAL. Confidential information is known by virtually every
Covered Person. Examples of confidential information include information
concerning the (i) securities transactions of the Fund before they are executed;
(ii) policies of the Fund derived from confidential communications; and (iii)
the operations or condition of the Fund. No confidential information should be
used by any Covered Person for any direct or indirect personal benefit during
the term of such Covered Person's relationship with the Fund and after such
relationship has ended. This restriction applies regardless of the source of
such information.

B. "INSIDER TRADING DOCTRINE." Confidential information includes
"material, non-public information" about securities, investments, future events
and other matters that can affect the value of an investment. The U.S.
securities laws generally prohibit any person from:

o trading in a security while in possession of material, non-public
information regarding the security;

o tipping such information to others;

o recommending the purchase or sale of securities while in possession
of such information; and

o assisting anyone engaged in any of the above activities.

The "insider trading doctrine" is applicable when the trading or
tipping in question results in a breach of a duty of trust or confidence. The
situations in which a person can trade while in possession of material,
non-public information without breaching a duty are so complex and uncertain
that the only safe course is not to trade, tip or recommend securities while in
possession of material, non-public information. It is accordingly the policy of
the Fund to prohibit any Covered Person, while in the possession of material,
non-public information, from trading securities or recommending transactions,
either personally or on behalf of others, or communicating material, non-public
information about the securities in question to others in violation of the
securities laws of the United States or any other country that has jurisdiction
over the activities of such Covered Person.

C. WHEN IS INFORMATION CONFIDENTIAL AND NON-PUBLIC OR MATERIAL? In
general, any information received from any source (whether in the course of
employment or otherwise) that a Covered Person does not know to have been
publicly disseminated should be considered by such Covered Person to be
confidential, non-public information. A Covered Person should not regard
information as having been publicly disseminated unless he or she can point to
some fact or event demonstrating that the information is generally available,
such as disclosure of the information in a press release, in daily newspapers or
in a public disclosure document such as a prospectus.

Confidential, or non-public, information is considered to be material
if it is the type of information on which reasonable investors rely in making
purchase or sale decisions. Close cases should be resolved in favor of a finding
that information is material.

PART II

D. PROCEDURES REGARDING CONFIDENTIAL INFORMATION. Confidential
information should never be disclosed to any person (including any relative,
friend or acquaintance of a Covered Person) that the Covered Person does not
know to be subject to this Code of Ethics or some other binding obligation not
to disclose or make improper use of the information. Caution must be taken
against making even casual remarks that might disclose confidential information
or allow the appearance of such disclosure. Care must be exercised in discussing
confidential matters in elevators, at restaurants or in other places where
outsiders may be present or where unauthorized personnel could obtain
confidential information. Unnecessary copying of confidential documents should
be avoided, and documents containing confidential information should not be
displayed in elevators or left in conference rooms, on desks or in other
locations where they may be seen by outsiders.

E. TRADE SECRETS. All computer programs, investment methods and
techniques, trade secrets and other confidential information developed, created
or obtained by or with the assistance of any Covered Person during his or her
relationship with the Fund is the property of the Fund, and no Covered Person
has or may exercise any ownership or other rights or interest in any such
property or information. A Covered Person may not use any trade secrets,
property, or such confidential information during the course of any future
employment. Upon termination of a Covered Person's relationship with the Fund,
such Covered Person should return all trade secrets, property, and confidential
information he or she may possess to a Compliance Officer.

PART III

III. CONFLICTS OF INTEREST AND BUSINESS ETHICS

A. GENERAL. The purpose of the following is to ensure that the
interests of the Fund's shareholders come before what might, in any
circumstances, be construed as a Covered Person's own outside interests or
benefits. Independent Directors are exempt from this Part III.

Conflicts of interest, the potential for conflicts and any event that
gives rise to an appearance of a conflict are to be avoided. A Covered Person's
direct or indirect interest in a supplier, creditor, debtor or competitor may
conflict with the interests of the Fund. A conflict may occur when a Covered
Person (i) is also employed by another firm, directly or as a consultant or
independent contractor; (ii) has a direct financial interest in another firm;
(iii) has an immediate family financial interest in another firm; or (iv) is a
director, officer or partner of another firm. In no way should a Covered
Person's decisions about the best interests of the Fund be compromised or appear
to be compromised by his or her investments or other interests. Because
questions of proper business ethics and conflicts of interest are often
difficult to discern and to resolve, in the event of any doubt, a Covered Person
should consult with a Compliance Officer prior to acting.

B. OUTSIDE ACTIVITIES. Covered Persons are encouraged to engage in
worthy activities for their community or personal development. No such
activities, however, should be allowed to impair the working efficiency or
responsibilities of the individual. Covered Persons may from time to time be
asked to serve as directors or advisors or in other forms of participation in
other companies or organizations. Because such commitments can involve
substantial responsibilities and potential conflicts of interest or the
appearance of such conflicts, no such position should be accepted by an
individual without the prior approval of a Compliance Officer.

C. PERSONAL FINANCE. In addition to the limitations regarding
investments in securities eligible for purchase by the Fund (as described in
Part IV), Covered Persons are prohibited from having a direct or indirect
interest or investment in any dealer, broker or other current or prospective
supplier of goods or services from which the Covered Person might materially
benefit or appear to benefit as a consequence of the activities or relationship
of the Fund with the entity. One gauge of materiality would be if the Fund's
current or future activities or relationship with a given entity might
materially affect the economic prospects of that entity.

Covered Persons are expected to conduct their personal finance and
investments in a prudent manner. Obviously, there would be a risk to the
reputation of the Fund, as well as an impairment of productivity because of
emotional factors, if a Covered Person were to become financially embarrassed.

D. GIFTS AND ENTERTAINMENT. No Covered Person should accept a
substantial gift or excessive entertainment from any dealer or broker, client or
supplier or from any person or company seeking favor or business with the Fund.
This policy also covers the enjoyment or use of property or facilities for
weekends, vacations, trips, dinners and the like. This policy does not apply to
dinners, sporting events and other activities which are a normal part of a
business relationship. However, if a Covered Person engages in such activities
to excess, conflict of interest questions can arise. Naturally, every effort
should be made to refuse acceptance of a gift

PART III

or entertainment as gracefully as possible. The existence of this policy can be
cited as the reason for refusing such gifts or entertainment.

The above standards for the acceptance of substantial gifts or
excessive entertainment apply with equal force to the entertainment of others by
Covered Persons, especially personnel of brokers and dealers.

Acceptance of even nominal gifts and modest entertainment from dealers
or brokers or others seeking favor from a Covered Person or from the Fund should
be discouraged where possible. All Covered Persons are required to comply with
the provisions of the applicable code of conduct relating to personal benefits,
included in the JF Asset Management Compliance Procedures Manual, as in effect
from time to time.

PART IV

IV. PERSONAL ACCOUNT TRANSACTIONS BY COVERED PERSONS

A. GENERAL. Each person employed by a member of the JPMorgan Fleming
Asset Management Group of Companies is subject to its Personal Investment
Procedures, a copy of which was provided to each affected person upon the
commencement of his or her employment by a company in the JPMorgan Fleming Asset
Management Group of Companies and which are incorporated by reference into this
Code of Ethics. The following provisions are applicable to all Covered Persons,
except that sections (B), (D)(2), (E), (F) and (G) of this Part IV are not
applicable to Independent Directors, and are intended to supplement the Personal
Investment Procedures. In the event of a conflict between such Personal
Investment Procedures and this Code of Ethics, this Code of Ethics shall
prevail.

Except for Independent Directors, each Covered Person shall effect all
transactions through the appropriate JPMorgan Chase in-house brokers. Exceptions
may be granted to any Covered Person on a case-by-case basis, but only in cases
where the applicable third-party broker is approved by a Compliance Officer or
another person as designated in accordance with the Personal Investment
Procedures and such broker agrees to provide duplicate contract notes,
confirmations or other similar evidences of transactions and periodic statements
to the attention of a Compliance Officer or such designated person.

Except as specifically provided, the following provisions apply to
every Personal Account Transaction in which a Covered Person controls or directs
securities trading for another person or has a direct or indirect beneficial
interest ("BENEFICIAL INTEREST") in the securities. In general, a Covered Person
is considered to have a direct or indirect beneficial interest in securities if
the securities are:

o held in his or her name;

o held in the name of a member of his immediate family who resides
with him;

o held by a trust for which the Covered Person acts as trustee, if at
least one trust beneficiary is a member of the person's immediate
family;

o held by a trust of which the Covered Person is a beneficiary where
the trustee does not exercise exclusive investment control;

o held by a general or limited partnership of which the Covered Person
is a general partner;

o held by a general or limited partnership of which the Covered Person
is a limited partner, if he or she has some control over portfolio
securities held by the partnership; or

o held by any entity or other person (including a partnership,
corporation or trust) if the Covered Person makes the investment
decisions for that entity or person.

PART IV

If a Covered Person is involved in any investment accounts enumerated
above which the Covered Person believes should not be subject to the prior
approval or reporting requirements of this Code of Ethics, a request for
clarification or exemption may be submitted in writing to a Compliance Officer
or another person as designated in accordance with the Personal Investment
Procedures. An example of this type of situation may be where a Covered Person
has a direct or indirect beneficial interest in an account, but has no direct or
indirect influence or control over the investment management process. Any such
request for clarification or exemption should name the account, the interest of
the Covered Person in such account, the person or firms responsible for its
management, and the basis upon which the exemption is being claimed.

B. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS.
Except for Independent Directors, each Covered Person must on commencement of
employment or appointment (no later than 10 days after the starting date), and
thereafter as of 30 September of each calendar year, disclose in writing all
securities holdings in which he or she is considered to have any direct or
indirect beneficial ownership and control and the names of any broker, dealer or
bank with whom he or she maintains an account in which any such securities are
held. The information in each annual report must be current as of a date no more
than 30 days before the date that the report is submitted by the Covered Person.
A form, the content of which is incorporated by reference into this Code of
Ethics, for both initial and annual reports will be provided upon commencement
of employment or appointment and in advance of the annual reporting deadline by
a Compliance Officer. Completed forms must be returned to a Compliance Officer
by the appropriate deadline. A Compliance Officer shall identify and maintain a
list of all Covered Persons required to make reports at commencement of
employment and annually.

C. TRANSACTIONS IN SHARES OF THE FUND.

BASIC PRINCIPLES. As more fully described in Part II, no Covered Person
should purchase or sell any shares of the Fund if he or she is aware of any
material, non-public information relating to the Fund.

Covered Persons are required to obtain prior approval for transactions
involving shares in Managed Accounts. Generally, Covered Persons will not be
allowed to purchase or sell any shares of a Managed Account during the period
from the third business day following the end of a reporting period (I.E., the
end of the Managed Account's financial year and financial half year), or such
other date as the secretary or other appropriate official of the applicable
Managed Account may from time to time determine, until the third business day
after such Managed Account publicly releases information concerning its earnings
and portfolio holdings.

This provision applies only to Managed Accounts that are
U.S.-registered closed-end investment companies.

PRIOR CLEARANCE. Covered Persons are required to obtain approval prior
to effecting any transaction (including gifts) involving the Fund's shares.
Except as provided below, all requests for approval should be made in writing to
a Compliance Officer, who will send a copy to the Secretary of the Fund. Prior
approval of transactions in the Fund's shares granted by a Compliance Officer is
effective for one business day from and including the date the clearance is
granted, UNLESS (i) advised to the contrary by a Compliance Officer prior to the
proposed

PART IV

transaction; or (ii) the person receiving the approval comes into possession of
material, non-public information concerning the Fund and is therefore prohibited
from trading. If the proposed transaction is not executed within this time
period, a new approval must be obtained. Any Covered Person who is subject to
Personal Investment Procedures shall be deemed to have complied with the
requirements of this paragraph if such Covered Person receives prior approval of
a transaction in the Fund's shares in accordance with the provisions of the
Personal Investment Procedures applicable to such Covered Person.

GOVERNMENTAL REPORTS. Insiders are subject to the requirements of
Section 16 of the Securities Exchange Act of 1934 and Section 30(f) of the 1940
Act. All Insiders are required to file reports with the SEC disclosing their
beneficial ownership of the Fund's shares.

o FORM 3. The initial ownership report by an Insider is required to be
filed on Form 3. This report must be filed within 10 days after a
person becomes an Insider (I.E., is elected as an officer or
director or becomes a beneficial owner of greater than 10 percent of
the Fund's shares). Following the election or appointment of an
Insider, a Compliance Officer will deliver to the Insider a Form 3
for appropriate signature and will file such Form with the SEC and
provide a copy to the Secretary or other appropriate official of the
Fund.

o FORM 4. Any change in the Insider's ownership of the Fund's shares
must be reported on Form 4. The Form 4 is due by the 10th day
following the end of the month in which the ownership change
occurred. Following receipt of the notice of execution of the
transaction, a Compliance Officer will deliver to the Insider a Form
4 for appropriate signature and will file such Form with the SEC and
provide a copy to the Secretary of the Fund.

o FORM 5. Any transaction or holding which is exempt from reporting on
Form 4, such as option exercises, small purchases of stock, gifts,
etc. may be reported on a deferred basis on Form 5 within 45 days
after the end of the calendar year in which the transaction
occurred. No Form 5 is necessary if all transactions and holdings
were previously reported on Form 4.

D. LIABILITY FOR SHORT SWING PROFITS.

1. Any profit made by an Insider from any combination of a purchase and
sale or sale and purchase of the Fund's shares beneficially owned, directly or
indirectly, by such Insider within a period of less than six months, is, under
relevant U.S. regulation, presumed to be the result of inside information and
subject to recapture by the Fund. This means that any two transactions of an
"opposite" nature (I.E., a purchase and a sale) of the shares of the Fund within
any six-month period, however unrelated, may lead to recovery by the Fund of any
profit realized.

2. Any profit made by any employee of the Fund, from any combination of
a purchase and sale or sale and purchase of any security, whether or not held by
the Fund, within a period of 60 days is presumed to be the result of inside
information and is subject to recapture.

PART IV

Information regarding country specific exceptions to this 60 day holding period
may be obtained from a Compliance Officer. Independent Directors are exempt from
this section (D)(2).

E. TRANSACTIONS IN SECURITIES ELIGIBLE FOR INVESTMENT BY THE FUND.

GENERAL. The following policy applies to purchases or sales by any
Covered Person, except for Independent Directors, of all Eligible Securities, as
well as contracts relating to eligible securities, such as derivative
investments and hedging transactions.

PRIOR APPROVAL. Each Covered Person must obtain prior approval for
transactions in Eligible Securities and contracts relating to such Eligible
Securities for his or her own account, or for an account in which a Covered
Person has or derives a beneficial interest. If any Covered Person believes this
broad definition of beneficial interest, in particular as it applies to
relatives of a Covered Person, would pose a problem, he or she should discuss
the situation with a Compliance Officer.

Receiving prior approval does not relieve a Covered Person from
conducting his or her Personal Account Transactions in full compliance with (i)
all other provisions of this Code of Ethics, including the prohibition on
trading while in possession of material, non-public information; and (ii) all
applicable laws, including prohibitions on front running.

TRANSACTIONS EXEMPT FROM PRIOR APPROVAL REQUIREMENTS. All transactions
in Eligible Securities must receive prior approval except the following:

o OPEN-END FUNDS. Purchases or redemptions of shares or units of
open-end investment companies, mutual funds and unit trusts
(including JPMorgan Chase managed units trusts).

o U.S. AND FOREIGN GOVERNMENT OBLIGATIONS. Purchases or sales of
direct obligations of government debt securities issued by the
following countries: Canada, France, Germany, Hong Kong, Italy,
Japan, United Kingdom and the United States.

o MONEY MARKET INSTRUMENTS. Commercial paper and other U.S. and
foreign money market instruments (including those issued by a U.S.
Government instrumentality or by a foreign government or bank).

o PRO RATA DISTRIBUTIONS. Purchases effected by the exercise of rights
issued pro rata to all holders of a class of securities or the sale
of rights so received.

o MANDATORY TENDERS. Purchases and sales of securities pursuant to a
mandatory tender offer.

o PAYROLL DEDUCTION PLANS. Purchases by a Covered Person's spouse
pursuant to a payroll deduction plan, provided that a Compliance
Officer has been previously notified in writing that the spouse will
be participating in the payroll deduction plan.

PART IV

o EXERCISE OF STOCK OPTION OF CORPORATE EMPLOYER BY SPOUSE.
Transactions involving the exercise by a Covered Person's spouse of
a stock option issued by the corporation employing the spouse.

o SYSTEMATIC INVESTMENT PLANS. Purchases effected through a systematic
investment plan involving the automatic investment of a set amount
on predetermined dates, provided the Covered Person has given prior
written notification to a Compliance Officer that he or she will be
participating in the plan.

o GIFTS. The giving of or receipt of a security, except for shares in
the Fund, as an unsolicited gift.

PRIOR APPROVAL PROCEDURE. Except as provided below, each proposed
transaction in Eligible Securities or contracts relating to Eligible Securities
should be submitted for approval in written form (including by e-mail
communication) to a Compliance Officer. The Compliance Officers will be
responsible for processing all such requests, will record the following
information: (i) the date and time of the request; (ii) the person making the
request; (iii) the name of the security; (iv) the number of securities or amount
of debt involved; (v) the nature of the transaction; (vi) whether the request
was approved or disapproved; (vii) if rejected, the reason therefor; and (viii)
if approval was granted pursuant to an exemption, the reason the exemption was
given. Approval or disapproval will be given as quickly as possible by the
Compliance Officers on a standard form documenting the request and its approval
or disapproval. The requesting person will receive the original of the form for
recordkeeping purposes. Any Covered Person who is subject to Personal Investment
Procedures promulgated by any member of the JPMorgan Fleming Asset Management
Group of Companies shall be deemed to have complied with the requirements of
this paragraph if such Covered Person receives prior approval of a transaction
in eligible securities or contracts relating to eligible securities in
accordance with the provisions of the Personal Investment Procedures applicable
to such Covered Person.

Each Covered Person is responsible for making certain that a Compliance
Officer or another person as designated in accordance with the Personal
Investment Procedures is notified as to the settlement details of each
transaction effected otherwise than through the appropriate JPMorgan Chase
in-house broker, including date, price, executed value and name of executing
bank, broker or dealer, in any securities accounts for which the Covered Person
is considered to have a beneficial interest and control.

Prior clearance of a transaction is effective for one business day from
and including the date the clearance is granted. If the proposed transaction is
not executed within this time, a new clearance must be obtained.

REASONS FOR DISALLOWING PROPOSED TRANSACTIONS. Examples of situations
in which a proposed transaction in Eligible Securities may be disapproved
include:

o PENDING CLIENT ORDERS. Orders have been placed by the Fund to
purchase or sell the security.

PART IV

o PURCHASE AND SALES WITHIN FIVE BUSINESS DAYS. At the discretion of
the Compliance Officers, a restriction may be imposed in the case of
a particular security or market to the effect that a transaction in
that security or market may be disallowed on the grounds that the
security has been purchased or sold for or on behalf the Fund within
five business days immediately prior to or after the date of the
proposed transaction. For example, if a transaction on behalf of the
Fund in that security occurs on a Monday, a Covered Person may not
purchase or sell that security during the prior week or until the
Tuesday of the following week. If the Fund has eliminated its
holdings in a particular security, the five day restriction is not
applicable to a Covered Person's transactions in that security.

o PURCHASE AND SALE BEING CONSIDERED. The security is being actively
considered for purchase or sale for the account of the Fund even
though no order has been placed.

o INTERNAL TRADING RESTRICTIONS. The security may be put on a
confidential "BANNED LIST" if the Fund is aware of price-sensitive
information about a company.

F. NEW ISSUES. Access Persons may not participate in an IPO.

G. PRIVATE PLACEMENTS. Access Persons may directly or indirectly
acquire beneficial ownership in a private placement of securities, including the
purchase of limited partnership interest only with prior written approval of a
Compliance Officer or another person as designated in accordance with the
Personal Investment Procedures. In considering such a request for approval, the
Compliance Officer or such designated person will determine whether the
investment opportunity should be reserved for the Fund, and whether the
opportunity is being offered to the Access Person by virtue of his or her
position with the Fund.

An Access Person who has received approval to invest in a private
placement of securities and who, at a later date, anticipates participating in
the investment decision process regarding the purchase or sale of securities of
the issuer of that private placement by the Fund, must immediately disclose his
or her prior investment in the private placement to a Compliance Officer or such
designated person.

Independent Directors are exempt from this section (G).

PART V

V. QUARTERLY REPORTS OF SECURITIES TRANSACTIONS

A. WHO MUST REPORT. Each Access Person must make a quarterly securities
transaction report. The Compliance Officers shall identify and maintain a list
of all Access Persons who are under a duty to make quarterly reports and shall
inform each such person of this duty.

Independent Directors are included in the definition of an Access
Person, but the reporting obligations of such persons are conditionally limited
as they are not "interested persons" for the purposes of the 1940 Act. Reporting
obligations applicable to such persons are set out separately below in Section
D.

B. TRANSACTIONS THAT MUST BE REPORTED. Except as otherwise noted
herein, each Access Person must report each security transaction effected in the
preceding quarter in which such Access Person has any direct or indirect
beneficial interest.

C. TRANSACTIONS EXEMPT FROM REPORTING. The following transactions are
exempt from the reporting requirements.

o OPEN-END FUNDS. Purchases or redemptions of shares or units of
open-end investment companies, mutual funds and unit trusts
(including JPMorgan Chase managed unit trusts).

o U.S. GOVERNMENT OBLIGATIONS. Direct obligations of the U.S.
government.

o U.S. BANK CERTIFICATES OF DEPOSIT. Certificates of deposit issued by
a bank organized under the laws of the United States or any other
bank as defined under Section 2(a)(5) of the 1940 Act.

o BANKERS' ACCEPTANCES.

o MONEY MARKET INSTRUMENTS. Commercial paper and other U.S. and
foreign money market instruments (including those issued by a U.S.
Government instrumentality or by a foreign government or bank).

D. REPORTING BY INDEPENDENT DIRECTORS . An Independent Director of the
fund is not an "interested person" within the meaning of Section 2(a)(19) of the
1940 Act and is therefore subject to less onerous reporting requirements.

An Independent Director is required to include transactions in a
security in his or her quarterly report only when such person knew, or in the
ordinary course of fulfilling his or her official duties should have known, that
during the 15 day period immediately preceding or after the date of the
transaction, such security was purchase or sold by the Fund or such purchase or
sale by the Fund was considered by the Fund.

E. REPORTING PROCEDURES. All reports must be filed with a Compliance
Officer not later than 10 days after the end of the calendar quarter in which
the transaction to which the report relates was effected. A report must be filed
for each quarter regardless of whether or not there have been any reportable
transactions.

PART V

Reports should be made on the form designated "Jardine Fleming China
Region Fund, Inc. Personal Investments - Quarterly Transaction Statement," a
copy of which is available from the Compliance Officers and which is attached as
Annex B to this Code of Ethics.

The Compliance Officers shall be responsible for reviewing the reports
filed pursuant to this Code of Ethics, reporting to the president or other
appropriate official of the Fund, as appropriate, any violation or apparent
violation of this Code of Ethics and confirming with Access Persons that reports
required hereby have been filed.

PART VI

VI. STANDARD OF CONDUCT FOR PORTFOLIO TRANSACTIONS

In connection with the purchase or sale, directly or indirectly, of a
Security Held or to be Acquired by the Fund, a Covered Person shall not:

o employ any device, scheme or artifice to defraud the Fund;

o make to the Fund, any untrue statement of a material fact or omit to
state to the Fund, a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;

o engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Fund; or

o engage in any manipulative practice with respect to the Fund.

PART VII AND VIII

VII. RECORDS

The Compliance Officer shall preserve in an easily accessible place:

o This Code of Ethics and any Code of Ethics which has been superseded
by this Code of Ethics;

o A list of persons who, currently or within the preceding five years,
are or were required to make reports pursuant to this Code of Ethics
and any such predecessor thereof, or who are or were responsible for
reviewing those reports;

o A copy of each report made pursuant to this Code of Ethics and any
such predecessor thereof within the preceding five years;

o A record of any decision, including the reasons supporting the
decision, to approve any request to acquire securities pursuant to
sections IV.F. or IV.G. of this Code of Ethics within the preceding
five years; and

o A record of any violation of this Code of Ethics and any such
predecessor thereof and any action taken thereon within the
preceding five years.

The Compliance Officers are responsible for maintaining records in a
manner to safeguard their confidentiality. Each Covered Person's records will be
accessible only to the Covered Person, the Secretary and the directors of the
Fund, and to the Compliance Officers. Records will be maintained for five years.
Each Covered Person is responsible for seeing that the records regarding his or
her beneficial holdings and transactions in the shares of the Fund and eligible
securities are correct and current. Each Covered Person may be asked
periodically to verify the records.

VIII. CODE VIOLATIONS

Any officer, director or employee of the Fund who discovers a violation
or apparent violation of this Code of Ethics by any other person shall bring the
matter to the attention of the President or other appropriate official of the
Fund, and a Compliance Officer, who shall then report the matter to the Board of
Directors of the Fund. The Board of Directors of the Fund shall determine
whether a violation has occurred and, if it so finds, may impose or recommend
such sanctions, if any, as it considers appropriate. Such sanctions may include
suspension without pay, dismissal from employment for cause or any other
sanction which the Board of Directors shall determine to be reasonable and
proper. In determining the appropriate penalty, the Board of Directors shall
take due account of the Disciplinary Code included in the JF Asset Management
Compliance Procedures Manual. Any violation of this Code of Ethics with respect
to trading activities on behalf of the Fund by an officer, director or employee
of the Fund, together with any sanction or other penalty imposed by the Board of
Directors of the Fund, shall be timely reported to the Board of Directors.

Annex A

COMPLIANCE OFFICERS

John Watt
Muriel Sung
Winnie Chan
Ida Yeung

A-1

Annex B

JARDINE FLEMING CHINA REGION FUND, INC.

PERSONAL INVESTMENTS - QUARTERLY TRANSACTION STATEMENT

Name:
--------------------------

Quarter Ended:
--------------------------

If you have no Reportable Transactions, check this box: [ ]

- --------------- ----------------------- ------------ ------------- ----------- ----------- ------------------- ------------------
Trade Date Security Name Purchase/ Quantity* Currency Price Broker Ownership
Sell (direct/associate
(NOTE 1) ownership)
- --------------- ----------------------- ------------ ------------- ----------- ----------- ------------------- ------------------

- --------------- ----------------------- ------------ ------------- ----------- ----------- ------------------- ------------------

- --------------- ----------------------- ------------ ------------- ----------- ----------- ------------------- ------------------
<FN>
* Quantity can refer to number of units, number of shares or bond face value.
</FN>

Have you received stock options, restricted stock or value shares of JP Morgan
Chase & Co Com Stk for your direct or indirect benefit during the last calendar
quarter? (Please circle YES or NO where appropriate. If Yes, please provide
details in the above table).

YES/NO Options
YES/NO Restricted Stock
YES/NO Value Shares

I certify that this statement reflects all securities transactions undertaken on
behalf of myself and my associates during the period.

Employee Signature_______________________ Date___________________________

NOTE 1: IF THE TRANSACTION INVOLVES ONE OF THE CATEGORIES LISTED BELOW,
SPECIFY BY THE APPROPRIATE CODE SYMBOL. (S) SALE (G) GIFT (P) PURCHASE
(R) REDEMPTION (B) BEQUEST (D) DISTRIBUTION (X) EXERCISE OF OPTION

THE RULE INCLUDES SECURITIES ACQUIRED THROUGH REGULAR SAVING SCHEMES. PLEASE
DETAIL THE MONETARY AMOUNTS INVESTED EACH PERIOD AND THE TITLE OF THE
SECURITIES.

THE RULE EXCLUDES INVESTMENTS IN THE FOLLOWING INSTRUMENTS: DIRECT OBLIGATIONS
OF THE GOVERNMENT OF THE UNITED STATES; BANKERS' ACCEPTANCES; BANK CERTIFICATES
OF DEPOSIT; COMMERCIAL PAPER AND HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS,
INCLUDING REPURCHASE AGREEMENTS; INVESTMENTS IN UNIT TRUSTS AND OTHER OPEN ENDED
FUNDS.

B-1